PSA Parts Limited

AGREED TERMS

1. About us
   1. 1.1 Company details. PSA Parts Limited (company number 03544196 (we and us), is a company registered in England and Wales and our registered office is at 2 Prince Georges Road, London, SW19 2PX. Such address is also our main trading address. Our VAT number is GB 468891384. We operate a number of websites, including psaparts.co.uk, psaparts.fr, psaparts.es, psaparts.de and psaparts.it.
   2. 1.2 Contacting us. To contact us telephone our customer service team at +44 (0)20 8685 6300 or email sales@psaparts.co.uk. How to give us formal notice of any matter under the Contract is set out in clause 15.
2. Our contract with you
   1. 2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms which you seek to impose or incorporate or which are implied by trade, custom, practice or course of dealing.
   2. 2.2 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
   3. 2.3 Language. These Terms and the Contract are made only in the English language. If this agreement is translated into any other language, the English language version shall prevail.
   4. 2.3 Your copy. You should retain a copy of these Terms for future reference (including where applicable by printing them or saving them to your computer).
3. Placing an order and its acceptance
   1. 3.1 Website Orders. The following provisions of this clause 3.1 apply where you place an order on our website:
      1. 3.1.1 Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.
      2. 3.1.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
      3. 3.1.3 Acknowledging receipt of your order. After you place an order, you might receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.1.4.
      4. 3.1.4 Accepting your order. Our acceptance of your order takes place when we send an email to you expressly confirming acceptance of your order (Order Confirmation), at which point the Contract between you and us will come into existence. We will also send you an email that confirms that the Goods have been dispatched (Dispatch Confirmation).
      5. 3.1.5 If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.
   2. 3.2 Telephone or email Orders. The following provisions of this clause 3.2 apply where you place an order by telephone or email:
      1. 3.2.1 Placing your order: Each order whether by telephone or email is an offer by you to purchase the goods specified in the order (Goods) in accordance with these Conditions.
      2. 3.2.2 Input errors: You are responsible for ensuring that the terms of the Order are complete and accurate.
      3. 3.2.3 Acknowledging receipt of your order: The order shall only be deemed to be accepted when the first of the following occurs: (a) in the case of a telephone order we confirm on the telephone; or (b) in the case of email we issue a written acceptance of the Order; or (c) in either case, we dispatch the Goods, at which point the Contract shall come into existence.
      4. 3.2.4 Quotations: A quotation for the Goods given by us shall not constitute an offer. A quotation shall only be valid for a period of 48 hours from its date of issue.
      5. 3.2.5 If we cannot accept your order: If we are unable to supply you with the Goods for any reason, we will inform you of this by email or telephone and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.
   3. 3.3 Minimum Order. The minimum order value we will accept is £5.00 excluding delivery.
4. Our goods
   1. 4.1 The images of the Goods on our website, in our brochures or catalogues are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that (where applicable) your computer's display or the printing in the brochure or catalogue of the colours accurately reflect the colour of the Goods. The colour of your Goods may vary slightly from those images.
   2. 4.2 The packaging of your Goods may vary from that shown on images on our site, in our brochures or catalogues.
   3. 4.3 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.
5. Return and refund
   1. 5.1 You may cancel the Contract and receive a refund, if you notify us as set out in clause 5.3 within seven days of you receiving the Goods
   2. 5.2 However, this cancellation right does not apply in the case of:
      1. 5.2.1 Goods which are not standard stock items which have been sourced by us for you specifically;
      2. 5.2.2 where we ask you to sign a non-cancellation agreement in respect of the Order before we accept it; or
      3. 5.2.3 any Goods which become mixed inseparably with other items after their delivery.
   3. 5.3 To cancel the Contract, you must email us at sales@psaparts.co.uk or contact our Customer Services team by telephone on +44 (0)20 8685 6300 or by post to 2 Prince Georges Road, London SW19 2PX. If you are emailing us or writing to us please include details of your order to help us to identify it. If you send us your cancellation notice by email or by post, then your cancellation is effective from the date you send us the email or post the letter to us. For example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or email us before midnight on that day.
   4. 5.4 If you have returned the Goods to us under this clause 5 because they are faulty or mis-described, we will refund the price of the Goods in full.
   5. 5.5 Cancellations will be accepted without charge provided that they are received in writing prior to dispatch. Unless Goods are faulty or mis-described:
      1. 5.5.1 cancellation after dispatch will be subject to a reasonable charge to recover administration and delivery/return costs;
      2. 5.5.2 the Goods must be returned in their original undamaged packaging, and the Goods and packaging must be in a resalable condition.
   6. 5.6 If Goods have been delivered to you before (or after) you decide to cancel the Contract then you must return them to us without undue delay and in any event not later than 14 days after the day on which you let us know that you wish to cancel the Contract. Returned Goods must be accompanied by a Returned Merchandise Authorisation (RMA) number. You can either send Goods back or hand them to our authorised carrier. Please see the “Delivery & Returns” page found on each of our websites for details about how to obtain a RMA number, our returns address, and packing details for returning goods.
6. Delivery, transfer of risk and title
   1. 6.1 Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 14 (Events outside our control) for our responsibilities when this happens. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
   2. 6.2 Goods will be dispatched to the delivery address given by you using a carrier nominated by us, unless you specify you wish to use your own carrier.
   3. 6.3 Delivery is complete once the Goods have been delivered at the address for delivery set out in your order (or such other location as we and you agree) or (where applicable) collected by a carrier organised by you to collect them from us and the Goods will be at your risk from that time.
   4. 6.4 Title to the Goods shall not pass to you until the earlier of:
      1. 6.4.1 we receive payment in full (in cash or cleared funds) for the Goods and any other goods that we have supplied to you in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
      2. 6.4.2 you resell the Goods, in which case title to the Goods shall pass to you at the time specified in clause 6.6.
   5. 6.5 Until title to the Goods has passed to you, you shall:
      1. 6.5.1 store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
      2. 6.5.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      3. 6.5.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      4. 6.5.4 notify us immediately if you becomes subject to any of the events listed in clauses 13.1.3 to 13.1.5; and
      5. 6.5.5 give us such information relating to the Goods as we may require from time to time.
   6. 6.6 Subject to clause 6.7, you may resell or use the Goods in the ordinary course of your business (but not otherwise) before we receive payment for the Goods. However, if you resell the Goods before that time:
   7. 6.7 If before title to the Goods passes to you, you become subject to any of the events listed in clauses 13.1.3 to 13.1.5, then, without limiting any other right or we may have:
      2. 6.7.1 The images of the Goods on our website, in our brochures or catalogues are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that (where applicable) your computer's display or the printing in the brochure or catalogue of the colours accurately reflect the colour of the Goods. The colour of your Goods may vary slightly from those images.
      3. 6.7.2 we may at any time:
         1. 6.7.2.1 require you to deliver up all Goods in your possession that have not been resold, or irrevocably incorporated into another product; and
         2. 6.7.2.2 if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
   8. 6.8 If we fail to deliver the Goods, then to the extent replacement goods of a similar description and quality (Replacement Goods) are available in the market, our liability is limited to the cost of obtaining Replacement Goods in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
   9. 6.9 Where you have requested the Goods to be made available for collection by you or a carrier of your choice, if you fail to collect the Goods within 7 days after the day on which we notified you that the Goods were ready for delivery, we may resell part of, or all the Goods.
   10. 6.10 We may deliver the Goods by instalments, which shall be invoiced and paid for separately.
7. International delivery
   2. 7.1 We deliver to the countries listed in Appendix 1 (International Delivery Destinations). However, there are restrictions on some Goods for certain International Delivery Destinations, which may affect our ability to deliver your order.
   3. 7.2 If you order Goods for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
   4. 7.3 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
   5. 7.4 You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law.
8. Price of goods and delivery charges
   1. 8.1 Where you place an order on our website, the prices of the Goods will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 8.5 for what happens if we discover an error in the price of Goods you ordered.
   2. 8.2 In the case of orders placed by telephone or email, the price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in our published price list in force at the date the order is placed.
   3. 8.3 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
   4. 8.4 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being.
   5. 8.5 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you (in the case of website orders) during the check-out process before you confirm your order or (in the case of orders placed by telephone) as stated by us in the telephone call when you place the order or (in the case of orders placed be email) as advised by us by email.
   6. 8.6 We sell a large number of Goods through our site. It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
      1. 8.6.1 where the Goods' correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Goods to you; and
      2. 8.6.2 if the Goods' correct price is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.
9. Payment
   2. 9.1 We may invoice you for the Goods on or at any time after completion of delivery.
   3. 9.2 You shall pay the invoice in full and in cleared funds by the end of the month following the month the invoice was dated. Payment shall be made to the bank account nominated in writing by us. Time for payment is of the essence.
   4. 9.3 If you fail to make any payment due to us under the Contract by the due date for payment, then you shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
   5. 9.4 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting any other rights or remedies we may have, set off any amount owing to us by you against any amount payable by us to you.
10. Manufacturer's guarantee
    2. 10.1 Some of the Goods we sell to you come with a manufacturer's guarantee. For details of the applicable terms and conditions, please refer to the manufacturer's guarantee provided with the Goods.
11. Our warranty for the goods
    1. 11.1 The Goods are intended for use only in the UK and the European Economic Area. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK or the European Economic Area.
    2. 11.2 We provide a warranty that on delivery and for a period of 6 months from delivery, the Goods shall:
       1. 11.2.1 subject to clause 4, conform in all material respects with their description;
       2. 11.2.2 be free from material defects in design, material and workmanship.
    3. 11.3 Subject to clause 11.4, if:
       1. 11.3.1 you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 11.2;
       2. 11.3.2 we are given a reasonable opportunity of examining the Goods; and
       3. 11.3.3 if we ask you to do so, you return the Goods to us at our cost,
       4. we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
    4. 11.4 We will not be liable for breach of the warranty set out in clause 11.2 if:
       1. 11.4.1 you make any further use of the Goods after giving notice to us under clause 11.2;
       2. 11.4.2 you alter or repair the Goods without our written consent;
       3. 11.4.3 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
       4. 11.4.4 the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
    5. 11.5 We will only be liable to you for the Goods' failure to comply with the warranty set out in clause 11.2 to the extent set out in this clause 11.
    6. 11.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
    7. 11.7 These Terms also apply to any repaired or replacement Goods supplied by us to you.
12. Our liability: your attention is particularly drawn to this clause
    1. 12.1 Nothing in these Terms limits or excludes our liability for:
       1. 12.1.1 death or personal injury caused by our negligence;
       2. 12.1.2 fraud or fraudulent misrepresentation;
       3. 12.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
       4. 12.1.4 any other liability that cannot be limited or excluded by law.
    2. 12.2 Subject to clause 12.1, we will under no circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
       1. 12.2.1 any loss of profits, sales, business, or revenue; or
       2. 12.2.2 loss of business opportunity;
       3. 12.2.3 loss of goodwill; or
       4. 12.2.4 any indirect or consequential loss
    3. 12.3 Subject to clause 12.1, our total liability to you for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed £100,000.
    4. 12.4 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
13. Termination
    1. 13.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
       1. 13.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
       2. 13.1.2 you fail to pay any amount due under the Contract on the due date for payment;
       3. 13.1.3 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
       4. 13.1.4 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
       5. 13.1.5 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
    2. 13.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
    3. 13.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
14. Events outside our control
    1. 14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
    2. 14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
       1. 14.2.1 we will contact you as soon as reasonably possible to notify you; and
       2. 14.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
    3. 14.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.
15. Communications between us
    1. 15.1 When we refer to "in writing" in these Terms, this includes email.
    2. 15.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, email or (if the notice is to be served by post or delivery service to an address outside the country from which it is sent) sent by airmail or by reputable international overnight courier.
    3. 15.3 A notice or other communication is deemed to have been received:
       1. 15.3.1 if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
       2. 15.3.2 if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
       3. 15.3.3 if sent by email, at 9.00 am the next working day after transmission.
       4. 15.3.4 if sent by pre-paid airmail to an address outside the country from which it is sent, at 9.00 am on the fifth working day after posting;
       5. 15.3.5 if sent by pre-paid airmail to an address outside the country from which it is sent, at 9.00 am on the fifth working day after posting;
       6. provided that if deemed receipt under the previous paragraphs of this clause 15 would occur outside business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), at 9.00 am on the day when business next starts in the place of deemed receipt. For the purposes of this clause, all references to time are to local time in the place of deemed receipt
    4. 15.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
16. General
    1. 16.1 Assignment and transfer.
       1. 16.1.1 We may assign or transfer our rights and obligations under the Contract to another entity.
       2. 16.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
    2. 16.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
    3. 16.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
    4. 16.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
    5. 16.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
    6. 16.6 Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.