TOSHAKHANA LIMITED – TERMS AND CONDITIONS

Company number 14784203
Registered in England and Wales
Governing law: England and Wales

1. Interpretation

1.1 In these Conditions, the following definitions apply unless the context otherwise requires:
• Business Day means any day other than a Saturday, Sunday, or public holiday in England.
• Conditions means these terms and any special conditions agreed in writing by Us.
• Contract means the contract between You and Us for the supply of Goods and/or Services under these Conditions.
• Consumer means an individual acting for purposes wholly or mainly outside their trade, business, craft, or profession.
• Estimate means Our estimate of the cost of supplying Goods and/or Services, valid for 7 days unless otherwise stated in writing.
• Force Majeure Event means an event beyond Our reasonable control, including industrial dispute, act of God, war, riot, malicious damage, fire, flood, storm, transport disruption, supplier failure, or subcontractor failure.
• Goods means the articles You agree to purchase from Us.
• Goods Specification means any specification, design, plan, drawing, description, sample, CAD file, or other agreed specification for Goods.
• Items means jewellery, objects, accessories, metals, stones, gems, pearls, scrap, bullion, or any other items supplied by You to Us.
• Materials means metals, stones, gems, pearls, bullion, scrap, semi-finished goods, or any other materials used in manufacture, repair, assay, refinement, or related services.
• Products means pieces of jewellery, objects, accessories, sample items, consignment pieces, and designs supplied by Us that are not Goods.
• Risk means all risk of loss, theft, destruction, or damage.
• Services means jewellery design, manufacture, repair, remodelling, setting, polishing, refining coordination, valuation support, or other services agreed by Us.
• Service Specification means any specification for the Services agreed between the parties.
• We / Us / Our means Toshakhana Limited.
• You / Your means the person, company, partnership, or other body purchasing Goods and/or Services from Us.
1.2 Headings do not affect interpretation.
1.3 References to legislation include amendments, re-enactments, and subordinate legislation in force from time to time.
2. Basis of Contract

2.1 These Conditions apply to all Orders and exclude all other terms, including any terms You seek to impose, unless agreed by Us in writing.
2.2 Your Order is an offer to buy Goods and/or Services subject to these Conditions.
2.3 The Contract is formed only when We accept Your Order in writing, by email, invoice, job confirmation, or commencement of work.
2.4 You confirm that You have not relied on any statement or representation not expressly set out in the Contract.
2.5 No variation is effective unless agreed in writing by an authorised representative of Us.
2.6 If You are a Consumer, nothing in these Conditions limits Your statutory rights.
2.7 If You contract as a business, You confirm You have authority to bind that business.

3. Price and VAT

3.1 3.1 The price of the Goods and/or Services shall be that set out in Our Quotation, Estimate, Pro forma invoice, Invoice or Written confirmation. Any quotation or Estimate shall remain valid for 7 days from the date of issue unless We state otherwise in writing. We may withdraw or revise any quotation or Estimate at any time before acceptance if there is any change in the cost of materials, labour, supplier charges, exchange rates, or precious metal market prices.
3.2 Estimates are not binding unless expressly stated otherwise.
3.3 Prices are exclusive of VAT unless expressly stated.
3.4 VAT shall be charged where applicable at the prevailing rate.
3.5 You are responsible for any bank charges, international transfer charges, customs duty, import VAT, or other taxes payable unless agreed otherwise in writing.
3.6 We may vary prices before acceptance of an Order to reflect changes in metal prices, gemstone prices, labour costs, supplier costs, exchange rates, or taxes.
3.7 All payments must be made via electronic bank transfer (BACS, CHAPS, or Faster Payments) from a verified business bank account in Your name. We do not accept cash payments under any circumstances.

4. Goods and Specifications

4.1 The quantity, description, and specification of Goods shall be as set out in the Goods Specification.
4.2 If You supply any Goods Specification, You warrant that it is accurate, lawful, and does not infringe any third-party rights.
4.3 You shall indemnify Us against all losses, costs, claims, liabilities, and expenses arising from any actual or alleged infringement caused by Our use of a specification, design, artwork, drawing, or instruction supplied by You.
4.4 We may amend the Goods Specification where required by law, safety requirements, technical necessity, supplier limitations, or availability of materials, provided that such amendment does not materially reduce the overall nature or value of the Goods.
4.5 If an exact material, stone, alloy, or component is unavailable, We may substitute with a commercially reasonable alternative of equivalent or better standard, or notify You and agree a variation.

5. Quality and Warranty

5.1 We warrant that on delivery the Goods will, subject to clauses 4.4 and 4.5:
• conform with the Goods Specification; and
• be free from material defects in material and workmanship.
5.2 If You believe Goods do not comply with clause 5.1, You must notify Us in writing within 5 Business Days of delivery, giving full details and photographs where reasonably practicable.
5.3 We shall be given a reasonable opportunity to inspect the Goods.
5.4 If We accept that the Goods are defective, We may, at Our option, repair, replace, or refund the relevant defective Goods.
5.5 Where the defect is caused by Your instructions, Your specification, misuse, failure to maintain, improper storage, alteration, repair by a third party, fair wear and tear, accidental damage, or abnormal use, We shall have no liability.
5.6 The warranty in this clause applies only to Goods designed or manufactured by Us.
5.7 For Consumers, this clause applies only to the extent permitted by law and does not affect statutory rights under the Consumer Rights Act 2015.

6. Title and Risk

6.1 Risk in Goods passes to You when We notify You that the Goods are ready for collection or dispatch, unless We have expressly agreed in writing otherwise.
6.2 Risk in Products passes on delivery or collection.
6.3 Title to Goods shall not pass to You until We have received full cleared payment in Our nominated bank account. Receipt of a payment confirmation or remittance advice does not constitute cleared payment.
6.4 Until title passes, You shall hold Goods as bailee, keep them separate and identifiable, not pledge or encumber them, and store them safely and appropriately insured.
6.5 We may enter any premises where Goods owned by Us are stored to repossess them if payment is overdue and title has not passed, to the extent permitted by law.
6.6 Items and Materials supplied by You remain at Your sole risk at all times unless We expressly agree in writing to accept a different allocation of risk.
6.7 You must maintain adequate insurance for all Items and Materials supplied by You, including transit risk and any time they are at Our premises or at any subcontractor’s premises.
6.8 Unless We have expressly confirmed receipt in writing, no Item or Material shall be deemed received by Us.
6.9 Unless otherwise agreed in writing, delivery is conducted via secure, insured logistics partners. Where You elect to collect in person or use Your own carrier, all Risk passes to You at the point of collection or handover.

7. Services

7.1 We shall provide the Services with reasonable skill and care.
7.2 Any completion date or performance date is an estimate only unless expressly agreed in writing as a firm deadline.
7.3 Time shall not be of the essence unless We expressly agree in writing.
7.4 We may make changes to the Services required by law, safety, or technical necessity, or changes that do not materially affect the nature or quality of the Services.

8. Delivery and Collection

8.1 You shall deliver Items and Materials to Our premises, or arrange delivery by a carrier appointed by You, unless otherwise agreed.
8.2 If You use a carrier, the delivery must include a full description of the Items or Materials.
8.3 Finished Goods or completed Services shall be collected by You, or by a carrier appointed by You, unless We agree to deliver them.
8.4 If We agree to deliver, delivery may be made by post, courier, or other carrier to an agreed address at Your risk, unless We are legally responsible as a trader delivering to a Consumer.
8.5 If You fail to collect or accept delivery within 3 Business Days after notification that the Goods are ready, We may store the Goods at Your risk and charge reasonable storage and handling costs.
8.6 Any collection, release, dispatch, or delivery of Goods or completed Services is strictly conditional upon full cleared payment having been received by Us, unless otherwise agreed in writing by Us.
8.7 If collection remains outstanding for more than 30 days after notice, We may, after reasonable further written notice, treat the Goods as abandoned and recover our reasonable costs, subject always to applicable law.

9. Acceptance

9.1 Subject to clause 9.2, You shall be deemed to have accepted the Goods or completed Services 24 hours after delivery or collection unless You notify Us in writing within that time of a material non-conformity.
9.2 Nothing in this clause limits any right You have under the Consumer Rights Act 2015 or any non-excludable statutory right.
9.3 After acceptance, Your remedies are limited to those expressly stated in these Conditions and any non-excludable statutory rights.

10. Your Obligations

10.1 You shall:
• ensure that the Order, Goods Specification, and Service Specification are complete and accurate;
• co-operate with Us in all matters relating to the Goods and Services;
• provide accurate information reasonably required by Us;
• ensure that all Items and Materials supplied by You are lawfully owned by You or lawfully supplied to You;
• ensure that all Items and Materials are insured as required under clause 6.7; and
• comply with all laws applicable to Your own onward use, resale, or possession of the Goods.
10.2 If Our performance is prevented or delayed by Your act, omission, or failure to provide information, access, approval, or payment, We may suspend performance and charge any resulting reasonable costs.
10.3 You shall reimburse Us for losses reasonably incurred due to Your Default.

11. Payment

11.1 Payment is due within 7 days of invoice unless otherwise specified in writing.
11.2 We may require payment in advance, a deposit, staged payments, or cleared funds before release of Goods.
11.3 We shall not be obliged to release, deliver, or permit collection of any Goods or completed Services until We have received full cleared payment in Our nominated bank account. All payments must be made via electronic bank transfer; physical currency (cash) is not accepted. Receipt of a payment confirmation or remittance advice does not constitute cleared payment.
11.4 If payment is overdue, We may charge interest at 8% above the Bank of England base rate, accruing daily, together with reasonable recovery costs and any statutory compensation where applicable.
11.5 If You are a business customer, the Late Payment of Commercial Debts regime may also apply where the law permits.
11.6 You may not withhold, set off, or deduct sums from payment unless required by law or We agree in writing.
11.7 If You cancel after work has begun or materials have been sourced, You shall pay for all work done, costs incurred, and materials specially ordered or used.
11.8 We may suspend work and refuse release of Goods if any invoice remains unpaid.
11.9 We operate in strict accordance with UK Anti-Money Laundering (AML) and Counter-Terrorist Financing (CTF) regulations. We reserve the right to delay or refuse any transaction or release of Goods if We are not satisfied as to the provenance of funds or the identity of the trade counterparty.

12. Cancellation and Bespoke Goods

12.1 Where You are a Consumer, cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply to Goods that are made to Your specifications or clearly personalised, or where another legal exemption applies.
12.2 For standard goods sold remotely to Consumers, any mandatory cancellation information and refund process required by law shall apply.
12.3 Where work has begun on bespoke or personalised Goods, or where materials have been purchased specifically for Your Order, any deposit paid may be non-refundable to the extent permitted by law and subject to the actual costs incurred.

13. Intellectual Property

13.1 All Intellectual Property Rights in Our pre-existing designs, drawings, CAD files, renderings, moulds, templates, processes, know-how, and manufacturing methods remain Our property.
13.2 Unless expressly agreed in writing, all Intellectual Property Rights in any modification, adaptation, derivative design, CAD file, rendering, wax, model, or manufacturing file created by Us shall belong to Us.
13.3 You are granted no licence except the limited right to use the Goods for Your own lawful use or resale of the finished Goods, as applicable.
13.4 You shall not reproduce, copy, reverse engineer, scan, mould, cast, or use any design or file supplied by Us except with Our written consent.

14. Liability

14.1 Nothing in these Conditions excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot lawfully be excluded.
14.2 Subject to clause 14.1, We shall not be liable for indirect or consequential loss, loss of profit, loss of business, loss of opportunity, loss of goodwill, or loss of data.
14.3 Subject to clause 14.1 and to the extent permitted by law, Our total aggregate liability under or in connection with the Contract shall not exceed the total amount actually paid by You for the relevant Order.
14.4 Our total aggregate liability shall not exceed the total amount actually paid by You for the relevant Order. We shall not be liable for any losses arising from fluctuations in the market price of precious metals or gemstones between the time of Order and the time of delivery.
14.5 If You are a Consumer, these limits apply only to the extent permitted by law.

15. General

15.1 We may assign, transfer, delegate, or subcontract Our rights or obligations.
15.2 You may not assign without Our prior written consent.
15.3 If a Force Majeure Event prevents performance for more than 4 weeks, We may terminate the affected Contract by written notice.
15.4 The Contract is governed by English law and the courts of England and Wales have exclusive jurisdiction, except where mandatory consumer law provides otherwise.
15.5 If any provision is unenforceable, it shall be severed and the remainder shall continue in force.
15.6 We shall have a general lien over all Items and Materials in Our possession for all sums due from You to Us on any account. We may, after reasonable notice, dispose of such Items to recover outstanding debts and reasonable disposal costs, to the extent permitted by law.
15.7 No failure or delay to exercise any right or remedy shall operate as a waiver.
15.8 Save for Our affiliates, employees, and subcontractors to the extent needed to enforce the Contract, a person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999.
15.9 Notices may be given by email to the last known address provided by the recipient.

16. Bullion, Scrap, and Investment Metals

16.1 This section applies to the sale, purchase, exchange, assaying, collection, storage, refining, or onward sale of bullion, investment gold, used precious metals, scrap precious metals, and related trade materials.
16.2 For the purposes of this section:
• Bullion means precious metal bars, wafers, grain, or other investment-grade precious metal.
• Investment gold means gold that qualifies as investment gold under applicable VAT law.
• Scrap precious metals means used, broken, obsolete, damaged, surplus, or unwanted precious metal items intended for refining, resale, or recovery.
• Trade materials means items acquired from trade customers for recovery, refining, resale, or processing.
16.3 All bullion and precious metals transactions are subject to final verification of identity, title, weight, purity, assay, authenticity, and any compliance checks We reasonably require.
16.4 We may refuse, suspend, cancel, or reverse any transaction where We reasonably suspect fraud, stolen goods, proceeds of crime, sanctions exposure, or any AML, tax, or regulatory concern.
16.5 You warrant that all metals and items You sell or deliver to Us are:
• legally owned by You;
• free from theft, lien, charge, retention of title, trust claim, or third-party rights;
• not derived from criminal conduct;
• not subject to any police, customs, court, insurer, or enforcement claim;
• accurately described to the best of Your knowledge and belief; and
• lawfully transferable.
16.6 If You are selling metals to Us, title shall only pass when We have completed verification and expressly accepted the items in writing or by payment, whichever is later.
16.7 Any quoted purchase price is an estimate only unless expressly stated as fixed for a stated period and subject to final assay, weight, purity, form, condition, and market movements.
16.8 We may adjust the price after inspection, assay, melting, testing, cutting, refining, or further analysis if the actual weight, purity, or recoverable value differs from the original description.
16.9 We are not obliged to buy any item presented to Us.
16.10 Any scrap or bullion left uncollected after rejection may be returned only at Your cost, provided that return is lawful and practical.
16.11 For investment gold and bullion sales, all applicable VAT, margin treatment, exemptions, and invoicing rules will be applied in accordance with law.
16.12 You acknowledge that tax treatment depends on the nature of the supply and that You are responsible for obtaining Your own tax advice where required.
16.13 Where We act as a purchaser of metals or items, all payments will be made exclusively via electronic bank transfer to a verified account in Your name. No payments will be made in physical currency (cash). Payment will only be issued after all compliance checks, assays, and weight verifications are completed.
16.14 We may require and retain copies of identification, proof of address, beneficial ownership information, source of funds, source of wealth, ownership evidence, and any other documents reasonably required to satisfy legal or compliance obligations.
16.15 To ensure full compliance with UK financial regulations and to mitigate risk, Toshakhana Limited operates a strictly non-cash model. We do not accept or dispense physical currency for any transactions involving bullion, scrap, or precious metals.
16.16 You consent to Us making reasonable checks with third parties, law enforcement databases, sanction screening providers, assay offices, refiners, couriers, insurers, and compliance service providers, where lawful.
16.17 We may hold, segregate, sample, assay, refine, melt, or process precious metals through third-party refiners or subcontractors at Our discretion, subject to reasonable care and any express written agreement.
16.18 Unless otherwise agreed in writing, any metals delivered to Us for refining, valuation, testing, or purchase are at Your risk until We expressly confirm receipt and acceptance.
16.19 If a transaction is later shown to involve stolen, counterfeit, fraudulently obtained, or unlawfully supplied metals, You shall indemnify Us for all resulting loss, recovery costs, legal fees, regulatory costs, and third-party claims to the maximum extent permitted by law.
16.20 Our refusal to complete a transaction does not create any liability to You except for refund of any cleared funds actually received by Us for the rejected transaction, unless the law requires otherwise.

17. Compliance and Regulatory Position

17.1 Toshakhana Limited operates in full accordance with UK legal and regulatory obligations applicable to jewellery, precious metals, anti-money laundering, tax, and consumer law. As a strictly non-cash business, we maintain internal controls and provenance records in line with the Proceeds of Crime Act 2002 to ensure full regulatory compliance.
17.2 You agree to provide all information reasonably required for Our compliance checks.
17.3 We may report suspicious activity or refuse to proceed where required or permitted by law.
17.4 Nothing in these Conditions requires Us to act unlawfully or contrary to any regulatory duty.

18. Company-Specific Safeguards

18.1 Any waiver or concession granted by Us is without prejudice and does not operate as a precedent.
18.2 We may amend these Conditions from time to time by posting updated terms on Our website or by giving written notice, provided that changes do not affect Orders already accepted unless agreed.
18.3 If there is any inconsistency between these Conditions and any invoice or quotation, these Conditions prevail unless expressly agreed otherwise in writing.

Contact Details

If You have any questions, concerns, or require clarification regarding these Terms and Conditions, please contact Us at:

Toshakhana Limited
Registered Address: 71-75 Shelton Street, Covent Garden, London WC2H 9JQ
Email: info@toshakhana.uk
Telephone: +44 (0)203 826 4449
Website: www.toshakhana.uk