Pedlars Standard Terms of Business
Pedlars is a trading name of Pedlars Limited, a company registered in Scotland under Company Number SC174852, having its registered office at Pedlars Ltd, c/o Brodies, 23 Carden Place, Aberdeen, AB10 1UQ. VAT Number GB 693 9136 92.
(a) read these standard terms of business before placing an order;
(b) retain a copy for your records; and
1.1 The definitions in this clause apply in the terms and conditions set out in this document:
force majeure event: shall have the meaning given in paragraph 9.
goods: the products that we are selling to you as set out on your order.
order: your order for the goods.order confirmation: shall have the meaning set out in paragraph 2.5.
terms: the terms and conditions set out in this document.
writing: or written includes faxes and e-mail.
1.2 Headings do not affect the interpretation of these terms.
2. Basis of Sale
2.1 These terms and the order are considered by us to set out the whole agreement between you and us for the sale of the goods. Please check that the details in the terms or on the order are complete and accurate before you commit yourself to the contract. If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by our authorised employees and agents. Please ensure that you read and understand these terms before you submit the order, because you will be bound by the terms once a contract comes into existence between us, in accordance with paragraph 2.5.
2.2 Any samples, drawings, descriptions or advertising we issue, and any colours, descriptions, images or illustrations contained in our catalogues or brochures (whether online or in hard copy form), are issued or published solely to provide you with an approximate idea of the goods they describe. They do not form part of the contract between you and us or any other contract between you and us for the sale of the goods.
2.3 If any of these terms are inconsistent with any term of or instruction in the order, the terms in the order shall prevail.
2.4 The order is an offer by you to enter into a binding contract, which we are free to accept or decline at our absolute discretion.
2.5 These terms shall become binding on you and us when we issue you with written acceptance of an order (order confirmation) at which point a contract shall come into existence between us.
2.6 We shall assign an order number to the order and inform you of it in the order confirmation. Please quote the order number in all subsequent correspondence with us relating to the order.
2.7 If you are a consumer (acting outside your business), you may cancel your order in accordance with your rights under the Distance Selling Regulations. This does not apply to the following:
(a) Personalised goods;
(b) Perishable goods;
(c) Goods made to your specification;
(d) Opened sealed software, CDs, DVDs etc;
(e) The goods are clearly personalised; or
(f) If you are not a consumer.
2.8 We have the right to revise and amend these terms 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. You will be subject to the policies and terms in force at the time that you order the goods from us, unless any change to those policies or these terms is required by law or government or regulatory authority (in which case, it will apply to orders you have previously placed that we have not yet fulfilled).
3. The Goods
3.1 These terms do not affect your legal rights. Advice about your legal rights is available from your local Citizens' Advice Bureau or trading standards office.
3.2 We shall not be liable for any defect in the goods arising from fair wear and tear, wilful damage, accident, negligence by you or any third party, if you use the goods in a way that we or the manufacturers do not recommend, you fail to follow the manufacturer’s and/or our instructions, or any alteration or repair you carry out without our prior written approval.
3.3 We will take reasonable steps to pack the goods properly and to ensure that you receive your order in good condition.
3.4 These terms apply to any repaired or replacement goods we supply to you in the unlikely event that the original goods are faulty or do not otherwise conform with these terms.
4.1 Unless otherwise stated, we will aim to procure delivery to you within twenty eight calendar days of the date set out in the order or on which we notify you that they are ready.
4.2 Delivery of the order shall be completed when the goods are delivered to you.
4.3 Please note that the goods may be delivered direct from our suppliers. Occasionally the delivery date may be affected by factors beyond our or our suppliers control and so cannot be guaranteed. We will aim to let you know if we become aware of an unexpected delay and will arrange a new delivery date with you. Please allow extra time for deliveries outwith the United Kingdom mainland, the Scottish Highlands and Islands and other regions which are less accessible to Royal Mail and other carriers.
4.4 If you have not taken delivery of the goods within four weeks of our notifying you that they are ready, we may, after giving you reasonable prior notice in writing, resell or otherwise dispose of part or all of the goods and, after deducting reasonable storage and selling costs, pay you for any excess over the price of the goods or charge you for any shortfall below their price.
4.5 If we are not able to deliver the whole of the order at one time due to operational reasons or shortage of stock, we will deliver the order in instalments. We will not charge you extra delivery costs for this. If you ask us to deliver the order in instalments, we may charge you extra delivery costs. Each instalment shall constitute a separate contract. If we are late delivering an instalment or one instalment is faulty, that will not entitle you to cancel any other instalment.
5. Defective Goods and Returns
5.1 In the unlikely event that the goods do not conform with these terms and the order, please let us know within 3 months after delivery. Subject as set out below, we may ask you to return the goods to us at our cost and once we have checked that the goods are faulty, we may:
(a) provide you with a full or partial refund; or
(b) replace the goods; or
(c) repair the goods.
5.2 These terms will apply to any repaired or replacement goods we supply to you.
5.3 We hope that you will be pleased with your purchase, however you may return your order within seven working days following the day of delivery in accordance with your cancellation rights under the Distance Selling Regulations and receive a full refund for the item(s) returned, including any associated delivery costs originally charged for the item(s) being returned. For the avoidance of doubt we will not refund your delivery costs when a product(s) is (are) simply unwanted unless the goods are received back within eight working days from the date of delivery. Where part of an order is returned within the eight working days of delivery a refund for delivery charges will only be made for that portion of the total delivery charges that would not otherwise have been made for the goods being retained. Returned items which are not in new or unused condition may not be credited.
5.4 For the avoidance of doubt, we will not be responsible for delivery costs for the return of goods that have been dispatched outwith the United Kingdom.
6. Title and Risk
6.1 The goods will be your responsibility from the time of delivery.
6.2 Ownership of the goods will only pass to you when we receive payment in full of all sums due for the goods, including delivery charges.
7. Price and Payment
7.1 The price of the goods will be as set out in the quotation we provided to you or, if we have not provided a quotation or the quotation has expired, in our price list in force at the time we confirm your order. Prices are liable to change at any time, but price changes will not affect orders that we have confirmed in writing.
7.2 These prices include VAT. However, if the rate of VAT changes between the date of the order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the goods in full before the change in the rate of VAT takes effect.
7.3 These prices exclude delivery costs, which will be added to the total amount due. For the avoidance of doubt, we will not be liable for any export or import duties, taxes etc. arising as a result of the goods being sent to a destination outwith the United Kingdom.
7.4 It is always possible that, despite our best efforts, some of the goods we sell may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that, where the goods' correct price is less than our stated price, we will charge the lower amount when dispatching the goods to you. If the goods' correct price is higher than the price stated on our website, we will normally, at our discretion, either contact you for instructions before dispatching the goods, or reject the order and tell you. For the avoidance of doubt, particularly if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing, we do not have to provide the goods to you at the incorrect (lower) price.
7.5 Payment for all goods must be made in advance by credit or debit card at the time of ordering. We accept payment with Visa, Visa Debit, MasterCard and Maestro.
7.6 If you do not make any payment due to us by the due date for payment (as set out in clause 7.5), we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of The Royal Bank of Scotland Plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with the overdue amount.
7.7 Without limiting any other remedies or rights that we may have, if you do not pay us on time, we may cancel or suspend any other outstanding order until you have paid the outstanding amounts.
7.8 Paragraphs 7.6 and 7.7 shall not apply for the period of the dispute if you dispute the payment owing in good faith and let us know promptly after you have received the invoice that you dispute it.
8. Limitation of Liability
8.1 Subject to paragraph 8.2, if either of us fails to comply with these terms, neither of us shall be responsible for any losses that the other suffers as a result, except for those losses which are a foreseeable consequence of the failure to comply with these terms.
8.2 Neither of us shall be responsible for losses that result from our failure to comply with these terms including, but not limited to, losses that fall into the following categories:
(a) loss of income or revenue;
(b) loss of business;
(c) loss of anticipated savings;
(d) loss of data; or
(e) any waste of time.
However, this paragraph 8.2 shall not prevent claims for foreseeable loss of, or damage to, your physical property.
8.3 This clause does not include or limit in any way our liability for:
(a) death or personal injury caused by our negligence; or
(b) fraud or fraudulent misrepresentation; or
(c) any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability; or
(e) any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.
8.4 We will not be liable or responsible for any defamatory, misleading, offensive or otherwise inappropriate content of any goods supplied by us. You are deemed to have satisfied yourself as to the nature and type of goods to be purchased before placing an order with us. No liability is accepted by us for any offence, or loss you may suffer as a result of the content of the goods.
8.5 Save as provided in paragraph 8.3, our liability to you under this agreement will not exceed the total value of the order.
9. Events Outside Our Control
9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these terms that is caused by events outside our reasonable control (force majeure event).
9.2 A force majeure event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:
(a) strikes, lock-outs or other industrial action; or
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; or
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; or
(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(e) impossibility of the use of public or private telecommunications networks; or
(f) failure by our suppliers to supply the goods to us which are required to fulfil your order.
9.3 Our obligations under these terms are suspended for the period that the force majeure event continues, and we will have an extension of time to perform these obligations for the duration of that period. We will take reasonable steps to bring the force majeure event to a close or to find a solution by which our obligations under these terms can be performed despite the force majeure event. If we have been unable to resolve a force majeure event within three months we shall be entitled to cancel your order without penalty save for refunding to you the purchase price you have paid.
You may not transfer any of your rights or obligations under these terms to another person without our prior written consent, which we will not withhold unreasonably. We can transfer all or any of our rights and obligations under these terms to another organisation, but this will not affect your rights under these terms.
All notices sent by you to us must be sent to Pedlars at The Old Stables,Castle Grounds,Hawarden, Deeside, CH5 3NY. We may give notice to you at either the e-mail or postal address you provide to us in the order. Notice will be deemed received and properly served on you 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 the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that the e-mail was sent to the specified e-mail address of the addressee.
12.1 If any court or competent authority decides that any of the provisions of these terms and/or the order are invalid, unlawful or unenforceable to any extent, that term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
12.2 If we fail, at any time while these terms are in force, to insist that you perform any of your obligations under these terms, or if we do not exercise any of our rights or remedies under these terms, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.
12.3 Although we are a family business and sell children’s products, we do not sell products for purchase by children. If you are under 18, you may only use our website and submit an order under the supervision of a parent or guardian.
12.4 These terms shall be governed by Scots law and we both agree to the non-exclusive jurisdiction of the Scottish courts. For the avoidance of doubt, if you are ordering goods to be sent to a destination outwith the United Kingdom you should satisfy yourself that your order complies with the laws of that country.
13. Offers and Promotions
13.1 Pedlars Product of the Month
Each month Pedlars promotes a “Product of the Month” promotion (each a “Promotion”), with the winner receiving vouchers to spend at Pedlars, and the opportunity to (i) receive a royalty payment (being a specific value of Pedlars vouchers, the precise value being specified in the Specific Promotion Terms (as defined below)); and (ii) a donation to a charity of the winner’s choice, each time Pedlars sells a product bearing the winning design (each (collectively) a “Prize”). These terms and conditions (“Promotion Terms”) apply to all Promotions promoted by Pedlars. Specific terms will apply to certain Promotions (“Specific Promotion Terms”) and promotion entrants will be advised of Specific Promotion Terms at the time of entry. By entering a Promotion the entrant agrees to accept and be bound by these Promotion Terms:
The Prize is non-transferable, non refundable and no cash alternative is available.
The entrant is only permitted to make 1 entry per Promotion. Multiple entries shall not be accepted.
Promotions are not open to employees (or immediate members of their families) of Pedlars, or any other individual or entity connected with the operation of the Promotion. Promotions are open to UK residents only.
Promotion is not open to any person who has won the competition previously.
The closing date for Promotion entries is midday (GMT) on the date identified as the closing date in the Specific Promotion Terms. Late entries (i.e. entries received after the specified closing date) will not be accepted.
The winning entry will be decided according to public vote, with voting on all Promotion entries made available on the Pedlars website (http://www.pedlars.co.uk ), subject to (i) the winning entry complying with the Promotion Terms; and (ii) the winner entering into a written agreement on terms notified by Pedlars to the winner (the “Winner’s Agreement”).
Pedlars will notify Prize winners by post and/or telephone and/or email by no later than 14 days following the closing date, with instructions on how to claim their Prize. Failure to claim a Prize in the time or manner specified in such instructions may make the Prize winner’s claim to a Prize invalid.
The Prize winner’s name will be made available on request to those writing to Pedlars, The Old Stables, Castle Grounds, Hawarden, Deeside, CH5 3NY, after the closing date, enclosing a stamped SAE.
Prize winners agree to their names and/or photographs (where applicable) being used for promotional purposes and/or to take part in publicity.
An entry to a Promotion must be a new design of the entrant’s own work. It cannot be copied from a design already in existence, and it cannot be used if it is already being offered, or has been offered, for sale elsewhere.
The winning entrant shall grant Pedlars an exclusive licence to use the winning design for a six month period. To be clear, all copyright in the design shall continue at all times to rest with the winning entrant (unless otherwise agreed between Pedlars and the winning entrant). The terms of the licence will be set out in the Winner’s Agreement.
Pedlars reserves the right to use all Promotion entries for purposes of advertising, marketing and promotion.
Pedlars reserves the right to cancel, amend, terminate or temporarily suspend any Promotion in the event of any unforeseen circumstances or technical reason outside its reasonable control, with no liability.
Pedlars’ decision shall be final in all matters and no correspondence will be entered into. Pedlars reserves the right to verify the validity of entries and to disqualify any entrant who tampers with the entry process, submits an entry that is not in accordance with these Promotion Terms; is in breach of any of their obligations, representations and/or warranties under these Promotion Terms; or otherwise conducts themselves in a manner which is inappropriate or unsuitable (as determined in the sole discretion of Pedlars).
Pedlars shall be entitled to disqualify any entry that Pedlars reasonably believes does not comply with the Promotion Terms. If any breach of the Promotion Terms or the Winner’s Agreement, fraud, deceit, misconduct or other action by the winning entrant is discovered or reasonably suspected after a Prize has been awarded, then Pedlars may upon notice void the decision, in which case the Prize shall be cancelled and where applicable returned (or appropriate compensation shall be provided) to Pedlars forthwith.
Any incidental costs associated with entering Promotions are the entrant’s responsibility.
The winning entry must, in Pedlars’ sole opinion, be: (i) relatively economic to manufacture (by reference to Pedlars’ present product line); and (ii) capable of being manufactured in the United Kingdom.
Pedlars shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Promotion Terms that is caused by events outside its reasonable control, including but not limited to any act of God, failure of the internet (or any other communications network), strike, war, fire, flood, riot, sabotage or terrorism.
The Promotion and these Promotion Terms shall be governed, construed, enforced and interpreted in accordance with the laws of Scotland. Any disputes, controversies and/or claims arising out of or in connection with the Promotion and/or these Promotion Terms shall be exclusively subject to the jurisdiction of the Scottish courts.