TERMS AND CONDITIONS

BACKGROUND:

These Terms and Conditions are the standard terms for the sale of goods by Tom Sands Guitars International Limited, trading as Tom Sands Guitars, a Limited Company registered in England under number 12644819, whose registered address and main trading address is Unit 5, Low Mills, Phoenix Business Centre, Low Mill Road, Ripon, HG4 1NS.

1. Definitions and Interpretation

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

"Bespoke Goods” means any goods which have been produced to the Buyer’s specifications and requirements or pre-existing goods which have been amended to the Buyer’s specifications and requirements;

“Business Day” means, any day other than a Saturday, Sunday or bank holiday;

“Buyer/You/Your/your” means you as the purchaser of the Goods;

“Calendar Day” means any day of the year;

“Contract” means the contract for the purchase and sale of Goods, as explained in Clause 3;

“Deposit” means the deposit payable for the Goods;

“Goods” means any Stock Goods and / or Bespoke Goods which are to be supplied by Us to You as specified in Your Order (and confirmed in Our Order Acceptance);

“Month” means a calendar month;

“Order” means Your order for the Goods as attached;

“Order Confirmation” means Our acceptance and confirmation of Your Order as described in Clause 3;

“Price” means the price payable for the Goods;

“Stock Goods” means any goods not manufactured to the Buyer’s specifications and requirements; and “We/Us/Our” means Tom Sands Guitars International Limited, trading as Tom Sands Guitars, a Limited Company registered in England under number 12644819, whose registered address and main trading address is Unit 5, Low Mills, Phoenix Business Centre, Low Mill Road, Ripon, HG4 1NS.

1.2 Each reference in these Terms and Conditions to “writing” and any similar expression includes electronic communications whether sent by e-mail, text message or other means.

2. The Contract

2.1 These Terms and Conditions govern the sale of Goods by Us and will form the basis of the Contract between Us and You. Before making your Order, please ensure that You have read these Terms and Conditions carefully. If You are unsure about any part of these Terms and Conditions, please ask Us for clarification.

2.2 Nothing provided by Us including, but not limited to, sales and marketing literature, price lists and other documents constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that We may, at Our discretion, accept.

2.3 A legally binding contract between Us and You will be created upon Our acceptance of your Order, indicated by Our Order Confirmation. Order Confirmations will be provided in writing.

3. Description and Specification of Goods

3.1 When placing an Order for Bespoke Goods, please ensure that all information that You provide to Us is correct, accurate and complete. We cannot accept the return of any Bespoke Goods under clause 8 if the return is due to incorrect information provided by You. Please note that this does not affect your legal rights (including but not limited to those described in these terms and conditions).

4. Orders

4.1 All Orders for Goods made by You will be subject to these Terms and Conditions.

4.2 Any changes to Orders required after the specifications and requirements have been agreed, will be accepted at our discretion and could be subject to charges depending on the nature of the changes required. Requests to change Orders need to be made in writing.

4.3 If your Order is changed We will inform You of any change to the Price in writing.

4.4 You may cancel your Order for Stock Goods at any time before We dispatch Stock Goods by contacting Us. If you have already paid for the Stock Goods, the payment will be refunded to you within 14 Calendar Days.

4.5 Clause 4.4 does not apply to Bespoke Goods.

4.6 We may cancel your Order at any time before We despatch the Goods in the following circumstances:

4.6.1 The Goods are no longer in stock and We are unable to re-stock (if, for example, the Goods are discontinued); or

4.6.2 An event outside of Our control continues for more than 6 months (please see Clause 11 for events outside of Our control).

4.7 If We cancel your Order under sub-Clause 4.6 and you have already paid for the Goods under Clause 3, the payment will be refunded to you within 14 Calendar Days. If We cancel your Order, the cancellation will be confirmed by Us in writing.

5. Price and Payment

5.1 The Price of the Goods will be shown in Our price list in force at the time of your Order.

5.2 Our Prices may change at any time but these changes will not affect any Orders that We have already accepted (please note

this excludes clauses 5.3 and 5.4 below).

5.3 All Prices exclude VAT. If the rate of VAT changes between the date of your Order and the date of your payment, We will adjust the rate of VAT that you must pay. Changes in VAT will not affect any Prices where We have already received payment in full from you.

5.4 Our Prices include the cost of worldwide delivery up to a current value of £250.00. Please be aware that delivery costs may increase, and we will notify you of any increases in delivery costs above £250. Non UK orders may be subject to domestic sales taxes and import duties, which will be your responsibility. Where applicable, delivery costs will be added on to the final sum due.

5.5 All payments for Goods must be made in advance before We can dispatch the Goods to you. Payment for the Goods should be made as follows;

For Stock Goods;

5.5.1 A payment of 100% of the total Price of the Goods to be paid within 14 Calendar Days of the Order Confirmation.

For Bespoke Goods;

5.5.2 A Deposit of £2,000 for the purpose of securing a build slot. This needs to be paid within 14 Calendar Days of the Order Confirmation.

5.5.3 A payment of 50% of the total Price of the Goods (minus the Deposit at clause 5.5.1) to be paid within 14 Calendar Days of the Order Confirmation

5.5.4 The final payment of the remaining 50% of the total Price of the Goods once we notify you that the Goods are finished and are ready to be delivered in accordance with clause 6. This final payment needs to be made within 14 Calendar Days of notification by Us that the Goods are ready for delivery. Please note that we will only deliver the Goods in accordance with clause 6 once this final payment has been made by You and received by Us.

5.6 If you fail to make payments in accordance with clause 5.5, We shall be entitled to cancel your Order and charge you interest on the amount unpaid at the rate of 4 percent per annum above the Bank of England base rate from time to time, until payment in full is made.

5.7 We accept the following methods of payment:

5.7.1 BACS Transfer;

5.8 As set out at clause 5.5, the Deposit required is for the purpose of locking in a build slot for Bespoke Goods and needs to be paid prior to the start of the discussion regarding specification and requirements of the Goods. The Deposit is non refundable. In case of the need for high value and/or non stock material, a higher or additional Deposit could be required. This will be discussed when receiving the Goods specification and requirements requests. The Deposit by no means locks in an agreed base price and if the Purchase of the Goods is deferred by You, an additional Deposit might be taken.

6. Delivery

6.1 Subject to Clause 5.4, we provide, or shall arrange the provision of, worldwide delivery .

6.2 When We provide you with an Order Confirmation, We will provide an estimated delivery date. Please note that estimated delivery dates may vary according to the availability of Goods, your location, and circumstances beyond Our control.

6.3 If you indicate in your Order that you wish to collect the Goods from Us You may do so after your Goods are ready for collection and upon appointment.

6.4 Delivery will be deemed to have taken place when the Goods have been delivered to the delivery address indicated in your Order and You (or someone identified by You) have taken physical possession of the Goods or, if you are collecting the Goods from Us yourself, when You have collected the Goods.

6.5 The responsibility (sometimes referred to as the “risk”) for the Goods remains with Us until delivery is complete as defined in sub-Clause 6.4 at which point it will pass to You. Please note, however, that if You do not wish to collect the Goods and do not wish to use Our nominated carrier to deliver them, instead choosing your own carrier, the risk in the Goods will pass to you as soon as they are passed to your chosen carrier.

6.6 You own the Goods once We have received payment in full for them as set out in clause 5.5.

7. Complementary service

7.1 Within one year (date of purchase + 1 day) of purchase We will provide a complementary service of the Goods to include: an overall inspection of the Goods, new strings, tuning, intonation and detailing, adjusting truss rod (neck), string action, saddle height, and tightening loose jacks, tuners.

7.2 To make use of the service under this Clause 7, you may do so by appointment in person or you may return the Goods to Us by post or another suitable delivery choice. You will be fully responsible for the costs and organisation of delivery and return of the Goods under this Clause.

8. Faulty, Damaged or Incorrect Goods

8.1 By law, We must provide goods that are of satisfactory quality, fit for purpose and as described at the time of purchase, in accordance with any pre-contract information We have provided, and that match any samples or models that you have seen or examined (unless We have made you aware of any differences). If any Goods You have purchased do not comply and, for example, have faults or are damaged when you receive them, or if You receive incorrect Goods, please contact Us within 14 days of delivery (or collecting the Goods from Us) to inform us of the fault, damage or error, and to arrange for a refund, repair or replacement. Please note that if the Goods are incorrect as a result of your provision of incorrect information, rather than them not matching Our description, as explained in sub-Clause 3.1, You will not be able to return those Goods and obtain a refund.

8.2 Bespoke Goods come with a 5 year warranty. This warranty extends only to the original owner and protects against any unforeseen defects in materials or workmanship. This does not extend to neck resets or setup work. Should an issue arise under the terms of the warranty the Goods will be shipped back for evaluation and any repairs deemed necessary.

8.3 Any repairs and evaluations will be undertaken by Us. Opinions of other luthiers or technicians do not constitute as evidence of an issue and any work completed by non accredited luthiers or technicians will invalidate the warranty at clause 8.2.

8.4 If, we cannot repair or replace the Goods, as described in sub-clause 8.2, you may have the right either to keep the Goods at a reduced price, or to reject them in exchange for a refund.

8.5 Please note that you will not be eligible to claim under this Clause 8 if We informed you of any faults, damage or other problems with the Goods before you purchased them; or if the problem is the result of normal wear and tear, misuse or intentional or careless damage. Please also note that You may not return Bespoke Goods to Us under this Clause 8 merely because you have changed your mind. Please note that you are responsible for ensuring that the Goods are not subjected to any extremes of temperature and humidity. Any resulting damage or damage caused by neglect or accident, will not be covered.

8.6 To return Goods to Us under this Clause 8, you may do so by appointment in person or you may return them to Us by post or another suitable delivery choice. You will be fully responsible for the costs of returning Goods under this Clause 8.

8.7 Refunds (whether full or partial, including reductions in price) under this Clause 8 will be issued within 14 Calendar Days of the day on which We agree that you are entitled to the refund.

8.8 Goods can be returned under this clause 8 within 30 Calendar Days of taking delivery (or collecting them from Us), and you will receive a refund minus a £350.00 handling fee within 14 Calendar Days.

8.9 For full details of your rights and remedies as a consumer, please contact your local Citizens Advice Bureau or Trading Standards Office.

9. Returning Goods If You Change Your Mind

9.1 If you are not satisfied with any Stock Goods purchased from Us you have the right to return them in exchange for a refund, subject to the provisions of this Clause 9. Please be aware that we do not allow returns or provide refunds for any Bespoke Goods due to change of mind.

9.2 If you wish to return Stock Goods to Us under this Clause 9 you must notify us within 14 days of taking delivery (or collecting them from Us), telling Us why you wish to return the Stock Goods. You then have 14 days to return any Stock Goods.

9.3 All Stock Goods must be returned to Us under this Clause 9 in their original condition.

9.4 You may return Stock Goods to Us by post or another suitable delivery service of your choice. You are responsible for the cost of returning Stock Goods to Us under this Clause 9. Stock Goods need to be returned in their original packaging and we require photographic evidence of the condition of these Stock Goods when being shipped, as well as confirmation from the carrier that they are being shipped to Us (track and trace).

9.5 You may request that We collect the Stock Goods from you. Please ensure that the Stock Goods are ready for collection at the agreed time and location. We will charge you for collecting Stock Goods under this Clause 9.

9.6 Refunds or replacements will be issued to you within 14 days, minus the Deposit.

10. Our Liability

10.1 We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms and Conditions or as a result of Our negligence (including that of Our employees, agents or sub-contractors). Loss or damage is foreseeable if it is an obvious consequence of Our breach or negligence or if it is contemplated by you and Us when the Contract is created. We will not be responsible for any loss or damage that is not foreseeable. Our liability for loss or damage under this clause 10 is capped at the value of the Goods that You have ordered from Us.

10.2 Nothing in these Terms and Conditions seeks to exclude or limit Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.

10.3 Nothing in these Terms and Conditions seeks to exclude or limit Your legal rights as a consumer.

11. Events Outside of Our Control (Force Majeure)

11.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

11.2 If any event described under this Clause 11 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms and Conditions:

11.2.1 We will inform you as soon as is reasonably possible;

11.2.2 Our obligations under these Terms and Conditions will be suspended and any time limits that We are bound by will be extended accordingly;

11.2.3 We will inform You when the event outside of Our control is over and provide details of any new dates, times or availability of Goods as necessary;

11.2.4 If the event outside of Our control continues for more than 6 months We will cancel the Contract and inform You of the cancellation. Any refunds due to you as a result of that cancellation will be paid to You as soon as is reasonably possible;

12. Communication and Contact Details

12.1 If You wish to contact Us, You may do so by email at support@tomsandsguitars.com

12.2 In certain circumstances You must contact Us in writing (when cancelling an Order, for example). When contacting Us in writing you may use the following methods:

12.2.1 Contact Us by email at support@tomsandsguitars.com

13. Complaints and Feedback

13.1 We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from You if You have any cause for complaint.

13.2 If you wish to complain about any aspect of your dealings with Us, please contact Us in the following way:

13.2.1 By email, addressed to Tom Sands at support@tomsandsguitars.com

14. How We Use Your Personal Information (Data Protection)

We will only use your personal information as set out in Our Privacy Notice available on Our Website.

15. Other Important Terms

15.1 We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs You will be informed by Us in writing. Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms will be transferred to the third party who will remain bound by them.

15.2 You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission.

15.3 The Contract is between You and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.

15.4 If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.

15.5 No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.

16. Governing Law and Jurisdiction

16.1 These Terms and Conditions, the Contract, and the relationship between You and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.

16.2 Any dispute, controversy, proceedings or claim between You and Us relating to these Terms and Conditions, the Contract, or the relationship between You and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England & Wales.