BUSINESS TERMS & CONDITIONS (FOR PERSONAL TERMS & CONDITIONS SEE BELOW)
1.1 physicalcompany.co.uk (the "Website") is owned by Physical Company Limited, a company registered in England (company number 3718828) ("we", "us", "our").
1.2 You are registered with us as a business customer and these are the Terms and Conditions of sale (the "Terms") that apply to transactions between you and us.
1.3 By purchasing any products from us (the "Product(s)") and by using the Website or submitting orders in accordance with condition 2.3 you acknowledge that you have read and you agree to be bound by and comply with these Terms.
1.4 A working day is any day other than weekends and bank or other public holidays.
1.5 The Contract is the contract between us and the business customer for the sale by us and purchase by you of the Product(s) in accordance with these Conditions.
1.6 In these Terms, the following rules apply:
1.6.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.6.2 A reference to a party includes its personal representatives, successors or permitted assigns.
1.6.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.6.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.6.5 A reference to writing or written includes faxes and e-mails.
1.7 You acknowledge that you have not relied on any statement, promise or representation made or given by us or on our behalf which is not set out in the Contract. Any representations about the Products shall have no effect unless expressly agreed in writing and signed by one of our authorised representatives.
1.8 Any samples, drawings, descriptive matter, or advertising issued by us and any descriptions or illustrations contained in our catalogues or brochures or on the Website are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or any other contract between you and us for the sale of the Products.
2. Purchase of Products
2.1 The placing of a Product on our Website is an invitation to accept offers for such Product and is not an offer to sell at the listed price nor is it binding on us. We are under no obligation to accept your order (whether or not the order has been acknowledged and payment made).
2.2 You shall ensure that the terms of your order are complete and accurate.
2.3 If we agree to allow you to open a managed trade account (a "Trade Account") with us you may email, telephone or fax us with your order. We will then manually input your order into our office system to process the order (such orders shall be referred to as "Manual Input Order(s)").
2.4 After placing an order on the Website you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy Products.
2.5 All orders, including Manual Input Orders, are subject to acceptance by us. If we have accepted your order, we will notify you of delivery dates.
2.6 The contract between us ("Contract") will relate only to those Products whose order we have confirmed. We will not be obliged to supply any other Products which may have been part of your order until the acceptance of such Products has been confirmed.
2.7 Any order, including Manual Input Orders, (whether or not accepted) is subject to availability of the Product. If the Product becomes unavailable prior to delivery we will notify you as soon as possible. Either us or you may then cancel the part(s) of the order relating to the unavailable Product (including those Products which can be reasonably linked to the unavailable Product) or we will, where possible, give you the choice of purchasing an alternative from us (an "Alternative"). A full refund will be issued to you for all cancelled parts of your order after we have received from you or sent notification of cancellation of the order. If you choose to purchase an Alternative in accordance with this condition 2.7 these Terms will apply. If an Alternative is chosen and payment has already been taken for the order we will refund to you any overpayment or, in the case of an underpayment, you will pay us any additional sums due in relation to the Alternative.
2.8 In the event that a Product is listed or quoted at an incorrect price due to an error, we will notify you within 14 days of the correct price by e-mail, telephone or fax. Either us or you may then cancel the part(s) of the order relating to the incorrectly priced Product (including those Products which can be reasonably linked to the incorrectly priced Product) or you may purchase the incorrectly priced Product(s) at the correct price. If you confirm you want to purchase the Product at the corrected price we will then arrange delivery of the Product to you. If payment has been taken for the Product and you cancel your order we will, on return of the Product (if the Product has been sent out) issue a refund. If only some of the Products you ordered are mispriced it will not affect the order in relation to any Products which were priced correctly.
2.9 For the avoidance of doubt, for ordered Products which are not on our standard stock list, which are being made to your order or which are or have been acquired by us specifically to fulfil your order there will be no right to cancel in respect of those Products. Tooling charges cannot be refund in this instance.
2.10 Some of our Products are sold as Ex-Demo, Ex-Convention which means that they may have been used before, have slight cosmetic defects or may have previously been sent out and sent back as an unwanted item. You accept that such Products may have defects and/or the level of quality in respect of these Products may be reduced and that our warranty in relation to these Products is limited to complying with the definitions relating to these Products. Where Products are Ex-Demo or Ex-Convention it will be noted in the Product description on the Website.
3.1 The Products will be delivered to the address you give when you place your order however we reserve the right not to make deliveries outside the United Kingdom.
3.2 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Products that is caused by a force majeure event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
3.3 Risk in the Products passes to you when the Products are signed for at the delivery address stipulated in your order (including Manual Input Orders). We accept no responsibility for any damage to or loss of the Products after the risk passes.
3.4 It is your responsibility to check the Products upon delivery. Upon receipt of your order you will be asked to sign for the Products confirming receipt in good condition. If the Products do not appear to be in good condition then please refuse the delivery. If you are unable to check the contents of your delivery at the point of delivery then please sign for the parcel as "unchecked". Failure to do so may affect any warranty or other claims that you make thereafter.
3.5 We will inform you as soon as possible if we are unable to deliver the Products to you on the date requested by you and we will, in consultation with you, set an alternative delivery date or period. We shall not be liable to you for any damage or loss you incur as a result of delay in delivery.
3.6 If you fail to accept delivery of the Products and without prejudice to any other rights and remedies available to us, we may store the Products until delivery takes place, and charge you for all related costs and expenses (including insurance) and after a period of 21 working days resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs (including, without limitation, insurance), account to you for any excess over the price of the Products or charge you for any shortfall below the price of the Products.
3.7 The quantity of any consignment of Products as recorded by us upon despatch shall be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.
3.8 We shall not be liable for any non-delivery of Products (even if caused by our negligence) unless you give written notice to us of the non-delivery within 2 working days of the date when the Products would in the ordinary course of events have been received.
3.9 Our liability for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Products.
4.1 Risk in the Products shall pass to you in accordance with condition 3.3.
4.2 Title to the Products shall not pass to you until the later of the following:
4.2.1 we have received payment in full (in cash or cleared funds) for the Products and all other sums which are or which become due to us for sales of the Products or any other products to you; or
4.2.2 completion of delivery by our carrier.
4.3 Until title to the Products has passed to you, you shall:
4.3.1 hold the Products on a fiduciary basis as our bailee;
4.3.2 store the Products separately from all other goods held by you so that they remain readily identifiable as our property;
4.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
4.3.4 maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date the risk passes to you in accordance with condition 3.3;
4.3.5 notify us immediately if you becomes subject to any of the events listed in condition 7.2; and
4.3.6 give us such information relating to the Products as we may require from time to time, but you may resell or use the Products in the ordinary course of your business.
4.4 If before title to the Products passes to you, you become subject to any of the events listed in condition 7.2, or we reasonably believe that any such event is about to happen and notify you accordingly, then, provided that the Products have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy we may have, we may at any time require you to deliver up the Products and, if you fail to do so promptly, enter any of your premises or of any third party premises where the Products are stored in order to recover them.
5. Defective Goods and Warranty
5.1 Where we are not the manufacturer of the Products, we will endeavour to transfer to you the benefit of any warranty or guarantee given to us in relation to the Products.
5.2 Subject to condition 2.10, we warrant on delivery and for a period of 28 days from the date of delivery (warranty period), the Products shall:
5.2.1 conform in all material respects with their description;
5.2.2 be reasonably fit for purpose;
5.2.3 be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
5.2.4 be reasonably fit for any particular purpose for which the Products are being bought if you have made known that purpose to us in writing and we have confirmed in writing that the Products are fit for use for that purpose.
5.3 Subject to condition 5.4 if:
5.3.1 you give notice in writing to us as soon as possible following (but in any event no later than 48 hours after) discovery that some or all of the Products do not comply with the warranty set out in condition 5.1; and
5.3.2 we are given a reasonable opportunity of examining such Products; and
5.3.3 you make available such Products for collection by us or our nominated representative or (if asked to do so by us) return such Products to our place of business at our cost using our nominated carrier,
5.3.4 we shall, at our option, repair or replace the defective Products, or refund the price of the defective Products in full.
5.4 We shall not be liable for Products' failure to comply with the warranty set out in condition 5.1 if:
5.4.1 you make any further use of such Products after giving notice in accordance with condition 5.3; or
5.4.2 the defect arises because of a failure to follow the oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice; or
5.4.3 the defect arises as a result of us following a specification supplied by you; or
5.4.4 you alter or repair such Products without our written consent; or
5.4.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
5.5 You will not have any right to cancel a Contract for the supply of any of the following Products:
5.5.1 Book, Charts, DVD's, CD's & FitDeck's which have been unsealed; and
5.5.2 consumable goods except where a fault has been discovered that could not have been identified without unsealing the Products.
5.6 Except as provided in this condition 5 we shall have no liability to you in respect of the Products' failure to comply with the warranty set out in condition 5.1.
5.7 For the avoidance of doubt we have no liability in respect to any consequential losses
5.8 Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
5.9 Ex-Demo and Ex-Convention Products are highlighted as being such on our Website at the time you place your order. For such products the warranty and condition 5.1 shall be limited to 90 days.
5.10 You must check the Products on delivery and notify us promptly of any problems or issues and in any event within 2 working days of delivery by email, phone or fax if you have a Trade Account and return the Products to us within 5 working days of such notification from you by following our Returns Online procedure. Please note that risk of the Products in transit rests with you by virtue of condition 3.3.
5.11 Please note that any Products returned to us which you claim to be defective will be checked and verified by our technicians. Any returned Products that are not found to be defective will be returned to you and we may charge you for the returned transport costs via your original payment method or hold the Products until full payment has been received by us for the return transport costs.
5.12 Any Products that you return to us are returned at your own risk, therefore you should take reasonable care that any Products to be returned are fully insured, correctly addressed and adequately packed and, if it is agreed by us that you are returning them yourself rather than using our returns collection service, carried by a reputable carrier.
5.13 For Products to be exchanged/replaced, any additional payments required will be taken from you using the same payment method as for the original purchase made by you. Replacement Products will not be despatched until such payment has been received.
5.14 Any refunds given under this Contract will only be made to the account(s) from which payment for the Products was received.
5.15 Where we agree to accept unwanted Products back from you we reserve the right to charge you a re-stocking fee of 10% of the Product sales price which you agree to pay upon re-stocking. Any such returned Products must be unopened and in a fully resalable condition and if they are not or you have not paid the re-stocking fee we may refuse to accept the Products back.
5.16 A repair or replacement of the product will not extend or renew the period of guarantee.
6. Credit Accounts Orders
6.1 You may apply to us in writing to set up a credit trade account which we may grant or refuse in our absolute discretion ("Credit Account").
6.2 If you have a Credit Account you will not have to pay the full sum upon ordering but may pay for any Products ordered by you within 30 days of date of our invoice. All Credit Accounts which are also Trade Accounts are subject to condition 8.2.
6.3 If you do not pay on time we may (without prejudice to our other rights and remedies) suspend your account and/or withdraw the Credit Account in our absolute discretion at any time by email notification to you and also charge interest in accordance with condition 8.5.
6.4 For the avoidance of doubt, if you hold a Credit Account the provisions of this condition 6 apply in addition to the other Terms and also in addition to the Credit Account terms and conditions which have been provided when you open a Credit Account with us but if there is any conflict between the provisions of this condition 6 and the Terms, this condition 6 shall prevail for those with a Credit Account.
6.5 If you hold a Credit Account but choose to order directly from the Website and to pay for your order upfront, the provisions of this condition 6 shall not apply to that order.
7.1 If you become subject to any of the events listed in condition 7.2, or we reasonably believe that you are about to become subject to any of them and notify you accordingly, then, without limiting any other right or remedy available to us, we may cancel or suspend all further deliveries under the Contract or under any other contract between us and you without incurring any liability to you, and all outstanding sums in respect of Products delivered to you shall become immediately due.
7.2 For the purposes of condition 7.1, the relevant events are:
7.2.1 material breach by you of any of your obligations under this Contract; or
7.2.2 you suspend, or threaten to suspend, payment of you debts or are unable to pay your debts as they fall due or admit inability to pay your debts or (being a company) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) have any partner to whom any of the foregoing apply; or
7.2.3 you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or makes a proposal for or enter into any compromise or arrangement with yours creditors; or
7.2.4 (being an individual) you are the subject of a bankruptcy petition or order; or
7.2.5 one or more of your creditors or encumbrances attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days; or
7.2.6 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over you; or
7.2.7 (being a company) a floating charge holder over your assets has become entitled to appoint or has appointed an administrative receiver; or
7.2.8 a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets; or
7.2.9 any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 7.2.1 to 7.2.8 (inclusive); or
7.2.10 you suspend, threaten to suspend, cease or threaten to cease to carry on all or substantially the whole of your business; or
7.2.11 (being an individual) you die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation.
8. Prices and Payment
8.1 The prices for the Products and delivery are as set out on the Website at the time of purchase or in the case of Manual Input Orders are as set out in our quotation or order acknowledgement. In addition to the price you may be required to pay a delivery charge for the Products details of which are displayed on our Website or in the case of Manual Input Orders are as set out in our quotation or order acknowledgement. Payment is due at the time of order unless you have a Credit Account as set out in condition 6.
8.2 For all orders for Products that are not on our standard stock list, which are being made to your order or which are or have been acquired by us specifically to fulfil your order will not be despatched until such time as the full sum is received by us in cleared funds and if you choose to pay in full for the Products upfront then 10 per cent (10%) of the total sum or such higher amount as may be agreed in writing between the parties will be regarded as being your non-refundable deposit.
8.3 Time for payment is of the essence of the Contract.
8.4 The price for the Products shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts you shall pay in addition when you are due to pay for the Products.
8.5 If you fail to pay us any sum due pursuant to the Contract, you shall be liable to pay interest to us on such sum from the due date for payment at the annual rate of 4% above the base rate from time to time of Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment. We reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
8.6 Payments may also be made by credit or debit card, by BACS transfer or by cheque and we shall not despatch any Products until we receive cleared funds. No payment shall be deemed to have been received until we have received cleared funds.
8.7 If you pay as set out in condition 8.6, your payment will be processed by a secure connection at the time you place your order on the relevant section of the Website.
9. Export Terms
9.1 For the purposes of this condition "Incoterms" shall mean the international rules for the interpretation of trade terms set out in the International Chamber of Commerce Incoterms 2000 and applicable to exports made by us to you under the Contract.
9.2 Where the Products are supplied for delivery outside the United Kingdom the provisions of this condition 9 shall apply notwithstanding the other provisions of these Terms and delivery shall be effected on a DDU (named place of delivery specified the Customer at the time of order) basis as defined by the Incoterms, unless otherwise agreed in writing between us.
9.3 The ordering process and formation of the Contract between us for exports shall be as set out in condition 2 unless otherwise agreed in writing between us.
9.4 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of the Incoterms shall have the same meaning in these Terms but if there is any conflict between the provisions of the Incoterms and this condition 9, this condition 9 shall prevail.
9.5 You are responsible for complying with any legislation or regulations governing the importation, use or sale of the Products in the country of destination, the payment of any duties or taxes on them, the transportation, carriage and storage of the Products including without limitation any obligation to translate any instructions, labelling or packaging into another language.
9.6 The price for orders of the Products to be exported outside the United Kingdom shall be as set out in our quotation or order acknowledgement and shall not include carriage and insurance unless otherwise agreed in writing.
9.7 You may set out desirable delivery times and dates in your order which we shall try to meet but time for delivery shall not be of the essence of the Contract.
9.8 We shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
9.9 Unless otherwise agreed in writing, if you are ordering Products for delivery outside the United Kingdom you must either:
9.9.1 pay all sums due, including carriage and insurance costs, upon placing your order. For the avoidance of doubt and if you choose to pay in accordance with this condition, 10 per cent (10%) of the total sum or such higher amount as may be agreed between the parties will be regarded as being your non-refundable deposit; or
9.9.2 pay 10 per cent (10%) of the total sum or such higher amount as may be agreed between the parties due for each order as a non-refundable deposit prior to or upon placing the order. Then pay the remaining sum prior to despatch of the Products. Orders for Product will not be despatched until such time as the price (including carriage and insurance costs) is paid in full and received by us in cleared funds.
9.10 Ownership of the Products shall not pass to you until delivery is complete and we have received in full (in cash or cleared funds) all sums due to us in respect of:
9.10.1 the Products; and
9.10.2 all other sums which are or which become due to us from you on any account.
9.11 Upon delivery of the Products and by no later than 2 working days after delivery you must confirm to us by email that you have received the Products and confirm to us whether or not they meet your order, are undamaged and in satisfactory condition.
9.12 For the avoidance of doubt, if you are purchasing Products for export outside the United Kingdom the provisions of this condition 9 apply in addition to the other Terms but if there is any conflict between the provisions of this condition 9 and the Terms, this condition 9 shall prevail.
10. Limitation of our liability
10.1 Whilst we have taken all reasonable steps to ensure the accuracy and completeness of the information on this Website it is provided on an "as is" basis and we give no warranty and make no representation regarding the accuracy or completeness of the content of this Website. Further, no warranty is given that the Website shall be available on an uninterrupted basis, and no liability can be accepted in respect of losses or damages arising out of such unavailability.
10.2 Access to and use of this Website is at your own risk. We do not warrant that the use of this Website or any material downloaded from it will not cause damage to any property, including but not limited to loss of data or computer virus infection. We accept no liability for viruses. We recommend that you take all appropriate safeguards before downloading information or images from the Website.
10.3 In respect of any breach of conditions 5.1 and 5.7 our entire liability shall be limited, to the extent that the cause of action relates to the items purchased on our Website, to (at our option):
10.3.1 repairing or replacing the Products; or
10.3.2 refunding the amount paid by you in respect of the Products purchased.
10.4 Subject to conditions 10.3 and 10.5 our aggregate liability in respect of all causes of action arising out of or in connection with the Products purchased under these Terms (whether for breach of contract, in negligence or any other tort, under statute or otherwise at all) will not exceed an amount equal to the value of the Products delivered to you under these Terms.
10.5 We shall not be liable to you for any loss of profit; or loss of anticipated revenue; or loss of business; or any consequential or indirect loss.
10.6 Notwithstanding anything in these Terms we do not exclude liability for:
10.3.1 personal injury and death caused by our negligence;
10.3.2 fraud; or
10.3.3 any liability under the Consumer Protection Act 1987.
10.7 Except for any warranties expressly set out in these Terms any warranties, conditions or representations whether implied by statute or otherwise shall be excluded to the fullest extent permitted by law.
11.1 Product images are for illustrative purposes only and may differ from the actual Product you receive
12. Links to Third Party Websites
12.1 The use of third party websites is entirely at your own risk. Links contained in the Website will lead to other websites not under our control, and we accept no liability for the content of any linked site or any link contained in a linked site. Links provided on the Website are provided to you only as a convenience and the inclusion of any link does not imply reliability and endorsement by us of the content of any third party's website.
12.2 You are not permitted (nor will you assist others) to set up links from your own websites to the Website (whether by hypertext linking, deep-linking, framing, toggling or otherwise) without our prior written consent, which we may grant or withhold at our absolute discretion.
13.1 Our secure server software encrypts all your payment card details. The process scrambles all the information, allowing no unauthorised third party to intercept the data. Your browser will confirm that you are shopping in a secure environment by showing either a locked padlock icon or an image of a padlock next to the payment details in the relevant area of the Website.
14. Complaints Procedure
14.1 We are very proud of our high standards of customer service however, in the event that we fail in meeting these standards, please do not hesitate to contact us at the address Physical Company Ltd, 2a Desborough Industrial Park, Desborough Park Road, High Wycombe, Buckinghamshire, HP12 3BG. Our aim will always be to deal with your complaint as soon as possible and make every effort to reach a satisfactory conclusion on your behalf in order to retain your valued custom.
15. Intellectual Property
15.1 All Website, design, text and graphics belong to us. All copyright, trade marks and other intellectual property belong to us.
15.2 You are not permitted to use the Website in any way that may infringe the intellectual property rights contained in the Website. This means that you may not adapt, reproduce, publish, upload, extract, alter, store, post, redistribute, reutilise, retransmit or broadcast, all or any of the contents of the Website including but not limited to any trade marks or copyrighted material without our express permission. However, you are permitted to download and print out pages from the Website for the sole purpose of viewing for your own personal information.
16. Entire Agreement
16.1 These Terms represent the entire understanding relating to the use of the Website and supersede all other statements, representations or warranties (whether written, made by email or oral) made by us. Nothing in these Terms shall affect the liability of either party in respect of any misrepresentation, warranty or condition that it makes fraudulently. Any rights not expressly granted in these Terms are reserved by us.
17.1 If any provision of these Terms is found to be invalid or unenforceable by a court, it will be severed from the rest of these Terms which shall remain unaffected.
18. Third Party Rights
18.1 A person who is not a party to this Contract is not entitled to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
19. Force Majeure
19.1 We shall not be liable to you for any delay in, or failure of, performance of our obligations under these Terms arising from any cause beyond our reasonable control including any of the following: act of God, earthquake, windstorm or other natural disaster, governmental act, war threat of or preparation for war, armed conflict, fire, flood, adverse or extreme weather (including but not limited to heavy or persistent snow), explosion or civil commotion, terrorist attack, civil war, civil commotion or riots, epidemic or pandemic, failure in information technology or telecommunications services, failure of a third party (including failure to supply data), fuel shortage, interruption or failure of utility service, including but not limited to electric power, gas or water, any labour dispute, including but not limited to strikes (including without limitation fuel strikes), industrial action or lockouts.
20. Training Course Cancellation Policy
20.1 Cancellation Policy: Cancellations up to 14 days prior to the course / workshop will receive a full refund, less an administration charge. Cancellations giving less than 14 days but more than 7 days notice will receive a 50% refund. Unfortunately cancellations giving less than 7 days notice cannot be refunded either in part of full. However, a credit of 50% can be carried forward to the same course / workshop on the next available date. An administration fee of £5 will be incurred for each of the above. *Training Day Offers are only applicable to equipment collected on the day of the workshop. All prices quoted for training are inclusive of VAT. The title in the goods shall remain with Physical Company Ltd until payment in full has been received. Standard Conditions of Sales apply.
21.1 We may vary these Terms in relation to future sales from time to time by publishing new Terms on the Website or by otherwise notifying you of our new Terms.21. Contact Details
22. Our right to vary these terms and conditions
22.1 Post: Physical Company Ltd, 2a Desborough Industrial Park, Desborough park Road, High Wycombe, Buckinghamshire, HP12 3BG
22.2 Tel: 01494 769 222
22.3 Fax: 01494 769 333
22.4 Email: firstname.lastname@example.org
23. Law and Jurisdiction
23.1 These Terms will be governed by and construed in accordance with the laws of England and Wales. Disputes arising in relation to this Website or these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.
PERSONAL (CONSUMER) TERMS & CONDITIONS
This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the products (Products) listed on our website physicalcompany.co.uk (our site) to you. These terms and conditions only apply if you are buying as a consumer. Trade Customers are subject to our trade terms and conditions which can be view above
Please read these terms and conditions carefully before ordering any Products from our site. You should understand that by ordering any of our Products, you agree to be bound by these terms and conditions. You should print a copy of these terms and conditions for future reference.
Please tick the box marked "I agree to the Physical Company Ltd Terms and Conditions" at the end of ordering process if you accept them. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products from our site.
1. Information about us
Physicalcompany.co.uk is a site operated by Physical Company (we). We are registered in England and Wales under company number 3718828 and with our registered office at our main trading address - Physical Company Ltd, 2a Desborough Industrial Park, Desborough Park Road, High Wycombe, Bucksinghamshire, HP12 3BG. Our VAT number is GB 537 9281 12.
2. Service availability
Our site is only intended for use by people resident in the United Kingdom (mainland only) and we reserve the right to not accept orders from individuals resident elsewhere.
3. Your status
By placing an order through our site, you warrant that:
3.1 you are legally capable of entering into binding contracts;
3.2 you are at least 18 years old;
3.3 you are resident in the United Kingdom (mainland only); and
3.4 you are accessing our site from the United Kingdom (mainland).
4. How the contract is formed between you and us
4.1 After placing an order, you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a Product.
4.2 The Contract will relate only to those Products we have confirmed in the email confirmation. We will not be obliged to supply any other Products which may have been part of your order until the acceptance of such Products has been confirmed.
4.3 Any drawings, photographs, descriptions or advertising we issue, and any photographs, descriptions or illustrations contained on our site, are issued or published solely to provide you with an approximate idea of the Products they describe. They do not form part of the Contract between you and us or any other contract between you and use for the sale of the Products.
5. Consumer rights
5.1 If you are contracting as a consumer, you may cancel a Contract at any time within seven working days, beginning on the day after you received the Products. In this case, you will receive a full refund of the price paid for the Products in accordance with our refunds policy (set out in clause 9 below).
5.2 To cancel a Contract, you must inform us in writing. You must also return the Product(s) to us immediately, in the same condition in which you received them, and at your own cost and risk. You have a legal obligation to take reasonable care of the Products while they are in your possession. If you fail to comply with this obligation, we may have a right of action against you for compensation.
5.3 You will not have any right to cancel a Contract for the supply of any of the following Products:
5.3.1 Book, Charts, DVD's, CD's & FitDeck's which have been unsealed; and
5.3.2 consumable goods except where a fault has been discovered that could not have been identified without unsealing the Products.
5.4 Details of this statutory right, and an explanation of how to exercise it, are provided in the Acceptance Confirmation. This provision does not affect your statutory rights.
5.5 If you would like further information about your legal rights, please contact your local Trading Standards Department or Citizen Advice Bureau.
6. Availability and delivery
6.1 Your order will be fulfilled within the delivery date period set out in the confirmation email, unless there are exceptional circumstances.
6.2 Delivery will be made to the address specified in your order. Should you wish to change the delivery address after your order has been dispatched from us, a charge £10 will be made (a redirection approval is subject to your order and account status).
6.3 Orders placed before the specified cut off time will be processed the same day and will be delivered in accordance with your delivery request providing further security checks are not required and all the Products are available.
6.4 There will be no delivery until clear funds have been received.
7. Risk and title
7.1 The Products will be at your risk from the time of delivery.
7.2 Ownership of the Products will only pass to you when we receive full payment of all sums due in respect of the Products, including delivery charges.
8. Price and payment
8.1 The price of any Products will be as quoted on our site from time to time, except in cases of obvious error.
8.2 These prices include VAT but exclude delivery costs, which will be added to the total amount due as set out in our Delivery Information
8.3 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you an email confirmation.
8.4 Our site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product's correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product's correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of such rejection.
8.5 We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you a Acceptance Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.
8.6 Payment for all Products must be by credit or debit card. We accept payment with Visa, Visa Electron and Mastercard. We shall not despatch any Products until we receive cleared funds. No payment shall be deemed to have been received until we have received cleared funds.
8.7 Your credit/debit card details will be encrypted by us to minimise the possibility of unauthorised access or disclosure. Authority for payment must be given at the time of order. If there is a problem taking payment for all or part of your order, we may contact you by telephone or e-mail. We can charge you an administration fee of £5 each time your bank is unable to process your payment.
9. Our refunds policy
9.1 When you return a Product to us:
9.1.1 because you have cancelled the Contract between us within the seven-day cooling-off period (see clause 5.1 above), we will process the refund due to you as soon as possible and, in any case, within 30 days of the day you have given notice of your cancellation. In this case, we will refund the price of the Product in full, including the cost of sending the item to you. However, you will be responsible for the cost of returning the item to us. We recommend that all items are returned via a recorded delivery method, as we will not be liable for any damage or loss whilst in transit;
9.1.2 for any other reason (for instance, because you have notified us in accordance with clause 21 that you do not agree to any change in these terms and conditions or in any of our policies, or because you claim that the Product is defective), we will examine the returned Product and if you are entitled, we will notify you of your options to either repair, replace or refund via e-mail within a reasonable period of time. We will usually process your elected repair, replacement or refund as soon as possible and, in any case, within 30 days of the day you confirm whether you opt for repair, replacement or refund for the defective Product. If you elect a refund of a Product returned by you because of a defect it will be refunded as per our refunds policy, including a refund of the part of the delivery charge which related to that defective Product for sending the item to you and the cost incurred by returning the defective Product to us. If you elect a repair or replacement of a defective Product we will not charge you for redelivery of the repaired or replaced Product.
9.1.3 If you elect to return the defective Product to us using your own method of delivery, we will refund up to £5.00 of the costs incurred by you. This will only be refunded upon the receipt of proof of the carriage costs.
9.2 Any Orders that are over 6 months old and the Product has been confirmed to be defective and a refund is due, the refund will be calculated based on the age of the Order and you will be refunded a proportionate amount of the original purchase price of the Product. This does not include the carriage cost of the original Order which will not be refunded.
9.3 Refunds of any money received from you will be made using the same card originally used by you to pay for your purchase and paid back into the same account.
9.4 To return a Product for any other reason, see our Returns Policy
10. Our liability
10.1 We warrant to you that any Product purchased from us through our site is of satisfactory quality and reasonably fit for all the purposes for which products of that kind are commonly supplied. This warranty does not apply to any defect in the Product arising from fair wear and tear, wilful damage, accident, negligence by you or any third party, if you use the Product in a way that we do not recommend, your failure to follow instructions, or any alterations or repair you carry out without our prior written approval.
10.2 You accept that any Products purchased which are listed as Ex-Demo or Ex-Convention (meaning they may have been used, have slight cosmetic defects or may have previously been sent out and sent back as an unwanted item) have a warranty of 30 days. Where products are Ex-Demo or Ex-Convention stock it will be noted in the Product description on the site.
10.3 Our liability for losses you suffer as a result of us breaching this agreement is strictly limited to the purchase price of the Product you purchased.
10.4 This does not include or limit in any way our liability:
10.4.1 for death or personal injury caused by our negligence;
10.4.2 under section 2(3) of the Consumer Protection Act 1987;
10.4.3 for fraud or fraudulent misrepresentation;
10.4.4 for any deliberate breaches of these Terms by us that would entitle you to terminate the contract between us; or
10.4.5 for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
10.5 We are not responsible for any indirect or consequential losses which happen as a side effect of the main loss or damage and even if such losses result from a deliberate breach of this Contract by us that would entitle you to terminate the Contract between us, including but not limited to:
10.5.1 loss of income or revenue;
10.5.2 loss of business;
10.5.3 loss of profits or contracts;
10.5.4 loss of anticipated savings;
10.5.5 loss of data;
10.5.6 loss of data, or
10.5.7 waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this clause 10.5 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of clause 10.1 or clause 10.2 or any other claims for direct financial loss that are not excluded by any of clauses 10.5.1 to 10.5.6 inclusive of this clause 10.5.
11. Data Protection
11.2 For your security, when ordering from us we only use Secure Socket Layer 3 (SSL3) technology, to ensure you cannot inadvertently place an order through an unsecured connection.
11.3 By registering any of your personal details with us, you are agreeing to allow us to contact you regarding any of our own products or services. We may pass your details to a third party unless otherwise indicated to by you.
12. Protecting your security
12.1 To ensure that your credit, debit or charge card is not being used without your consent, we will validate name, address and other personal information supplied by you during the order process against appropriate third party databases.
12.2 By accepting these Terms and Conditions you consent to such checks being made. In performing these checks personal information provided by you may be disclosed to a registered Credit Reference Agency which may keep a record of that information. You can rest assured that this is done only to confirm your identity, that a credit check is not performed and that your credit rating will be unaffected. All information provided by you will be treated securely and strictly in accordance with the Data Protection Act 1998.
12.3 During security checks we may ask for additional information or documentation to help support the data you have supplied.
13. Import duty
13.1 If you order Products from our site for delivery outside the UK, they may be subject to export/import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.
13.2 You must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable for any breach by you of any such laws.
14. Written communications
Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
All notices given by you to us must be given to Physical Company Ltd, 2a Desborough Industrial Park, Desborough Park Road, High Wycombe, Buckinghamshire, HP13 7YE. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 13 above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
16. Transfer of rights and obligations
16.1 The contract between you and us is binding on you and us and on our respective successors and assigns.
16.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
16.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
17. Events outside our control
17.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).
17.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
17.2.1 strikes, lock-outs or other industrial action;
17.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
17.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
17.2.4 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
17.2.5 impossibility of the use of public or private telecommunications networks;
17.2.6 the acts, decrees, legislation, regulations or restrictions of any government.
17.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
18.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
18.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
18.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 14 above.
If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
20. Entire agreement
We intend to rely upon these terms and conditions and any document expressly referred to in them in relation to the subject matter of any Contract. While we accept responsibility for statements and representations made by our duly authorised agents, please make sure you ask for any variations from these terms and conditions to be confirmed in writing.
21. Our right to vary these terms and conditions
21.1 We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.
21.2 You will be subject to the policies and terms and conditions in force at the time that you order products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you an email confirmation.
22. Law and jurisdiction
Contracts for the purchase of Products through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.