Peter Cook International (PCI)
General terms and conditions of sale and supply
In these Conditions:
"BUYER" means the person whose order for the Goods and/or Services is accepted by PCI. "BUYER'S ORDER" means the order for Goods (and/or Services) submitted by the Buyer to PCI. "CONDITIONS" means these terms and conditions of sale and supply and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and PCI."CONTRACT" means the contract for the supply of the Goods (and Services) incorporating the Conditions. "FORCE MAJEURE" includes but shall not be limited to acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, insufficient supply of electricity, gas, oil or water, damage to or loss or failure of machinery explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to PCI's workforce) or restraints or delays affecting carriers including those used by PCI for delivery of the Goods or inability or delay in obtaining supplies of adequate or suitable materials. "GOODS" means the Goods (including any parts for them) which PCI is to supply in accordance with the Conditions and as detailed in the Buyer's Order. "INTELLECTUAL PROPERTY RIGHTS" means any or all of the following: patents, trademarks, registered designs, design right, copyright, database right, inventions, trade secrets and other confidential information, know-how, business or trade names, rights to prevent passing off, and all other intellectual property rights and rights of a similar nature in any part of the world, whether registered or not or capable of registration or not and including all applications and the right to apply for any of the foregoing rights. "SERVICES" means installation services or other services agreed between PCI and the Buyer. "WRITING" includes letter, e-mail, facsimile transmission and comparable means of communication.
Any reference in these Conditions to any statute or provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time and any regulations made there under from time to time.
No variation to these Conditions shall be binding unless agreed in writing, signed by an authorised official of each party.
APPLICATION AND BASIS OF CONTRACT
The Contract shall constitute the entire agreement between PCI and the Buyer in respect of the supply of the Goods (and the Services) to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
PCI employees or agents are not authorised to make any representations concerning the Product unless confirmed by PCI in writing. In entering the Contract, the Buyer acknowledges that it does not rely on any such representation which are not so confirmed.
Any advice or recommendation given by PCI, or its employees or agents, to the Buyer, or its employees or agents, as to the storage, application or use of the Product which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyers own risk. Accordingly, PCI shall not be liable for any such advice or recommendation which is not so confirmed.
Any typographical, clerical, or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by PCI shall be rectified by PCI as soon as discovered and such errors and omissions shall not be binding upon PCI nor permit the Buyer to vary the Contract or any of its terms.
BREAKAGES, SHORTAGES AND OTHER CLAIMS
The Buyer will inspect the Goods on delivery and sign an acceptance or delivery note endorsing thereon a full note of any shortages or damage. Such signature shall be conclusive evidence that the Goods are of the correct quantity and free from reasonably apparent defects and damage except as set out in such endorsement. If such note is not signed it will be deemed to have been signed without endorsement.
Any defect or damage (other than latent defects) which is not reasonably apparent on receipt shall be notified by the Buyer to PCI within two working days of receipt. Damaged Goods must be returned to PCI before replacement will be considered. Agreement and a Goods Return number must first be obtained from the PCI sales office before any Goods are returned.
Any claim for non-delivery of Goods shall be notified by the Buyer to PCI within 7 days of the date of invoice or delivery note.
PCI Shall have no liability arising out of non-delivery or shortage in delivery (subject to consigning the correct quantity of Goods for delivery) deterioration or damage in transit but agrees to provide reasonable assistance (at the Buyer's expense) to the Buyer in making a claim against the carrier.
PCI adhere to the Distance Selling Act meaning you have the right to return any goods except items cut to size, (such as cut lengths of fabric), or bespoke/made to order products. Notice to return a product must be given within 14 days of receipt and goods must be received back in a resalable condition for a refund to be given.
If you choose to return any items to us which are no longer needed or have been ordered in error, please contact us in advance on 0113 235 1111 or via email at email@example.com. You will be responsible for any return carriage costs as well as ensuring goods are received back in good saleable condition. We would strongly recommend packing goods well for protection and advise the use of a tracked courier service.
Where goods have been received in poor or faulty condition and in instances where goods are not as described, PCI will arrange the uplift of the goods at our expense and then re-ship replacements promptly.
TITLE, PROPERTY, RISK
Risk of damage to or loss of the Goods shall pass to the Buyer once goods have been collected from our premises.
All estimates of costs, plans, drawings, catalogues, photographs, illustrations and similar descriptive material remain the property of PCI and shall be returned to them unless agreed otherwise. No item may be copied or handed to a third party without the consent of PCI.
The price of the Goods shall be the PCI quoted price or where a price is not quoted, the price in the PCI published list of prices current at the date of acceptance of the Buyer's Order.
All prices are:
Expressed in pounds sterling excluding V.A.T. and are subject to alteration.
Exclusive of packing and delivery charges which will be added to the published prices prior to completion of the order.
We may update prices at any time. Despite our best efforts, a small number of the thousands of products we sell may occasionally be mispriced. If this happens then we will not be obliged to supply the Products at the incorrect price or at all. We will (at our discretion) either cancel your order and refund the price you have paid or endeavour to contact you and ask you whether you wish to continue with the order at the correct price. If we are unable to contact you or you do not wish to continue with the order at the correct price, we will cancel your order and refund the price you have paid.
From time to time we may apply promotional prices to Products, including Website or in-store only prices. These promotional prices will only apply in the context in which the promotion is given and are subject to the terms of that promotion. For example, Website only prices will not be applicable to in-store orders or purchases, and in-store only prices will not be applicable to Website orders or purchases. To take advantage of promotional prices, you must quote the relevant promotion code when you order (where applicable). We may update promotions at any time.
TERMS OF PAYMENT
Unless otherwise agreed in writing by PCI and as a condition precedent to the performance of PCI's obligations under the Contract, payment in full for all supplies by PCI is due in advance through our website.
Payment shall be made in pounds sterling as set out on the website.
SPECIFICATIONS / WARRANTIES / LIABILITIES
The assessment of the Goods'; suitability, quality and fitness for purpose is the Buyer’s responsibility irrespective of any specifications, formulations, data, literature and statements as to content, suitability, performance or otherwise, issued, and description and samples given, by PCI.
Goods are supplied on condition that the Buyer undertakes at all times to take notice of and comply with (and draw to third parties' attention and require them to take notice of and comply with) all instructions and recommendations issued with or contained on or relating to the Goods or relevant data sheets, and all reasonable and prudent precautions as to installation, use, maintenance, cleaning and otherwise. For the avoidance of doubt, where the Goods comprise internal or external electrical/mechanical parts, the Buyer shall be responsible for ensuring that such equipment is properly installed by a qualified electrician/engineer. Where the Buyer carries out or procures installation, PCI, shall not be liable to the Buyer or any third party for any loss or damage which arises from the installation and/or use of such equipment.
All sizes, colours, finishes and any other descriptions or specifications published in any brochures, promotional or other information published in any medium are as accurate as possible within normal manufacturing tolerances and, in keeping with its policy of continual development. PCI reserves the right to alter such specifications and to supply Goods to the Buyer reflecting such altered specifications without prior notice to the Buyer provided that such alterations do not materially affect the characteristics of the Goods. Slight deviations within accepted tolerances shall not entitle a Buyer to cancel an order, return Goods or claim compensation.
Wood stains will be matched as accurately as possible, however the Buyer recognises and acknowledges that, if different base timbers are used or if woods of differing ages are utilised there may be a variance of grain pattern which gives a slight difference of colour even if the stain has been carefully matched.
When colours are shown in printed form they have been reproduced as accurately as possible within the limits of the printing process. Wherever possible the Buyer should provide colour swatches or paint references at time of enquiry.
The Buyer shall be responsible for ensuring the suitability of any installation advice given by PCI and the suitability of fixing screws recommended or provided by PCI or any third party.
If a fabric or other material has been specifically requested by the Buyer to be used in the construction of Goods, it is his/her responsibility to ensure that the material meets any relevant performance or fire safety regulation ruling at that time. The Buyer agrees expressly to indemnify PCI in full in respect of any remedial work, alteration work, reconstruction and subsequent reinstatement together with all costs, claims and demands which might be made against PCI. In relation to the manufacture, supply and fitting of the Goods ordered and all and any additional costs so arising will be added to the total invoice value by PCI and payment of the additional sums so arising must be made in full by the Buyer upon presentation of the invoice.
Any typographic, clerical or other error or omission in sales literature, quotation or price list, acceptance of offer, invoice or other document or information issued by PCI shall be subject to correction without any liability on the part of PCI.
NON-DELIVERY AND DELAY
Dates for delivery are approximate and delivery time shall not be of the essence of the agreement.
The Seller shall not be liable for any direct or indirect loss arising from non-delivery or delay in delivery of any Products. The Buyer shall have no right to cancel any order, nor to refuse delivery of any consignment on the grounds of delay or non-delivery resulting from such a cause.
You must also do all that you reasonably can to enable the delivery to take place on the given date. If we are unable to deliver the Products as a result of your action or inaction (for example, you are not present at your property), we will need to arrange an alternative delivery date and we reserve the right to charge you a further fee for this.
DEFECTIVE GOODS, LIMITATION OF LIABILITY AND INDEMNITY
PCI warrants that Goods will conform in all material respects to their specification and will be free from defects in design, material and workmanship under normal conditions of use for a period of 12 months from the date of their initial use or 12 months from delivery, whichever is the first to expire provided that the defect is not attributable to fair wear and tear or any fault or damage arising from impact, modification, accident, neglect, abnormal working conditions, inappropriate working conditions, inappropriate use or treatment, incorrect handling or exposure to such other substances as may be injurious to such materials.
PCI shall not be liable for a breach of the warranty in clause 13.1 or any other warranty, condition or guarantee if:
the Buyer makes any further use of such Goods after becoming aware of the defect;
the defect arises because the Buyer failed to follow PCI's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or
the Buyer alters or repairs the Goods without the prior written consent of PCI.
If delivery is not refused, and the Buyer does not notify PCI in accordance with clause 6, the Buyer shall not be entitled to reject the Goods and PCI shall have no liability for any defect or failure which was reasonably apparent upon inspection, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. In no event shall the Buyer be entitled to reject the Goods based on any defect or failure, which is so slight that it would be unreasonable for him to reject them.
PCI's sole liability for breach of the warranty set out in clause 13.1 shall beat PCI's option to repair or replace defective Goods, or to refund the Contract price.
If PCI complies with condition 13.4 it shall have no further liability for a breach of the warranty in clause 13.1 in respect of such Goods.
Any Goods replaced by PCI and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 12-month period.
Nothing in these Conditions excludes or limits the liability of PCI for death or personal injury caused by PCI's negligence or fraudulent misrepresentation.
Subject to the provisions of clauses 13.4 and 13.7, PCI shall not be liable for any loss of profit, loss of business, depletion of goodwill, damage to reputation or otherwise or other economic loss (whether direct or indirect) or any special or indirect losses, costs, expenses or other claims for special compensation whatsoever and howsoever caused (whether by negligence or otherwise) which arise out of or in connection with the Contract.
Without prejudice to the other provisions of this clause 13, PCI's aggregate liability under the Contract in respect of any breach of contract, negligence or otherwise, shall not exceed the price paid by the Buyer for the Goods and/or Services.
All other conditions, warranties or other terms whether, express or implied, statutory or otherwise, inconsistent with this clause 13 are hereby expressly excluded to the fullest extent permitted by law.
The Buyer shall indemnify PCI against all liability incurred by PCI to third parties arising in any way out of the performance of the Contract.
SUSPENSION AND TERMINATION
the Buyer commits a material breach of the Contract or any other contract with PCI; or
any event conferring a right of termination under 15.2 below shall have occurred. Then in any such case PCI shall be entitled (without prejudice to any other of its rights here under) to suspend further performance of the Contract for such reasonable time as PCI shall deem fit and for this purpose to stop any Goods in transit to the Buyer or in the course of installation.
PCI may, by notice to the Buyer, terminate supply if the Buyer commits a material breach of the Contract or any other contract with PCI (such breach, if capable of remedy, not having been remedied within 7 days of notice to do so) or any judgement against the Buyer is unsatisfied for 14 days.
No order which has been accepted by PCI may be cancelled by the Buyer except with the agreement in writing of PCI and on terms that the Buyer shall indemnify PCI In full against all loss (including loss of profit) costs (including the cost of all transport, labour and materials used) damages, charges and expenses incurred by PCI as a result of cancellation.
The Buyer may not assign any Contract or any rights there under without the prior written consent of PCI. PCI may freely assign, transfer or subcontract the whole or any part of any Contract and, if requested by PCI, the Buyer shall take all steps which are necessary (including, without limitation, the execution of all documents) to give effect to such assignment, transfer or subcontracting.
If you make a complaint, we will endeavour to keep you informed either by telephone or email at each stage of the complaints handling process and will endeavour to fully resolve your complaint as soon as possible.
These Conditions shall be interpreted without reference to their headings, which are for convenience only.
The contract shall be governed by English Law and the Buyer shall submit to the exclusive jurisdiction of the English Courts.
Any provision of these Conditions held by a court of law to be invalid shall be severable and shall to the extent necessary to prevent such invalidity be deemed to be omitted from these Conditions and any liability which would otherwise have been excluded or limited shall nevertheless be subject to the remaining provisions of these Conditions.
The provisions of these Conditions shall remain in full force and effect notwithstanding that the parties' obligations under the Contract may have been performed or discharged.
The waiver of any breach of any of these Conditions or the non enforcement of any of these Conditions shall not prevent the subsequent enforcement of that Condition or the exercise of any right arising from that breach and shall not be deemed a waiver of any subsequent breach.
Any entity who or which is not expressly a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract and the provisions of the Contracts(Rights and Third Parties) Act 1999 shall be expressly excluded from this Agreement.