GENERAL TERMS AND CONDITIONS
In these Terms and Conditions:
“Our”, “Us” or “We” means Passivhaus Homes Ltd. (company number 06579620 trading as ‘Passivhaus Store’) of 1 High Street, Totnes, Devon, TQ9 5NN with website https://www.phstore.co.uk/.
“You” or “Your” means the individual, company or other organisation placing an order with Us via Our website.
1 GENERAL
1.1 These Terms and Conditions contain key information relating to Your order and You should therefore ensure that You have read and understood them before placing an order online with Us.
1.2 These Terms and Conditions apply to orders placed online whether payment is made by card payment online or by telephone or otherwise by bank transfer. Payment by cheque or in cash cannot be accepted.
1.3 Unless otherwise specifically agreed by Us in writing, these Terms and Conditions – which supersede any earlier sets of conditions – shall override any terms or conditions stipulated or incorporated or referred to in any negotiations, and no verbal quotation or undertaking will be binding on Us.
1.4 If You are a business customer, You will not have all the same rights under these Terms and Conditions as consumers. For example, business customers cannot cancel their orders, they have different rights where there is a problem with the products ordered and they will not be compensated in the same way for losses caused by the Us or by the products ordered. Where a term applies just to businesses or just to consumers, this is clearly stated. You are a business customer if You are buying products wholly or mainly for used in connection with Your trade, business, craft or profession, even if You are an individual.
1.5 If You are a business customer, You acknowledge that You have not relied on any statement, promise, representation, assurance or warranty made or given by, or on behalf of Us which is not set out in these Terms and Conditions and that You have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement We have made or are purported to have made.
2 YOUR ORDER
2.1 The goods and products on Our website are supplied by third party manufacturers (“Manufacturers” or a “Manufacturer”) whose products are offered because, at the date of these Terms and Conditions, they [are suitable for, and meet the criteria of,] ultra-low energy builds. However, We cannot be held responsible and are not liable where this may change over time.
2.2 The product descriptions and information (including, but not limited to, technical specifications, certifications and fitting advice) are provided by the Manufacturer. Whilst We are not responsible and will not be liable for the accuracy or completeness of these descriptions and information, We will endeavour to update Our website where any errors, omissions, or inaccuracies become known to Us.
2.3 Any product guarantees or warranties described on Our website are provided by the Manufacturer.
2.4 Certain information You provide to us when You place an Order may be passed to the Manufacturer or other third parties (such as the delivery company) for the purposes of facilitating and fulfilling Your order. Please refer to Our privacy policy for further detail on how We use Your personal data https://www.phstore.co.uk/privacy.
2.5 Using the contact details You have provided, We will contact You to acknowledge Your order but Your order is not accepted until [We dispatch it OR We contact You again to confirm We have accepted it].
2.6 We reserve the right to reject orders. If this happens, We will let You know as soon as possible and refund any sums You have already paid.
2.7 We will endeavour to maintain an “open com link” whilst Your order remains open to ensure that tasks and issues affecting either party’s ability to deliver on time, to plan and to budget are raised at the earliest opportunity. You will need to provide Us with appropriate contact details to facilitate this.
2.8 We may need to request further information in connection with Your order. We reserve the right to charge additional sums if You fail to provide the requested or accurate information, undertake the necessary preparatory work, or provide or arrange the necessary access required in connection with Your order.
3 PRICE AND PAYMENT
3.1 We typically charge You in full when You place Your order. However, for some products We may take payment at regular intervals, as explained to You during the order process. In this instance, You will own Your product once We have received payment in full.
3.2 If You fail to make any payment on the due date then, without prejudice to any other right or remedy available to Us, We shall be entitled to:
3.2.1 remove the order from the production schedule until such time as payment is made, where reinstatement will be subject to the next available production slot; and/or;
3.2.2 suspend all further deliveries under Your order(s) until payment has been made in full; and/or
3.2.3 charge interest (both before and after any judgement) on the overdue amount, at the rate of 4% above the Bank of England base rate from time to time (but at 4% for any period when that base rate is below 0%), until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). You will pay Us the interest together with any overdue amount.
3.3 Unless You have already paid in full, We reserve the right to pass on to You any increase in the costs of the products that are beyond Our control. In such instance, We will notify You prior to delivery.
4. VAT
4.1 The products and delivery prices will be subject to VAT at HMRC’s current applicable rate. If the rate of VAT changes between the date of order and the date of delivery, We will adjust the rate of VAT that You pay unless You have already paid in full before the change in the rate of VAT takes effect.
4.2 It is Your responsibility to reclaim VAT where applicable.
5 Delivery
5.1 We shall not be obliged to deliver the products until full payment has been made in respect of any amounts due and payable by You to Us.
5.2 Delivery charges are typically calculated at the checkout stage. However, where Your order contains items that may require bespoke or specialist delivery and the delivery costs cannot be automatically calculated, You may not be able to place Your order online and will be invited to contact Us directly.
5.3 Delivery shall be made to the address You provided at the time You placed Your order.
5.4 Subject to the status of Your order and the products ordered, You may be able to amend Your delivery address to elsewhere within the UK within 50 miles of the original delivery address by contacting Us in writing. You will be responsible for any additional costs associated with delivering to the revised address.
5.5 Any time or date indicated by Us as the time at which or date on which Your order will be delivered is given and intended as an estimate only and We shall not be liable for any loss, damage or expense howsoever arising from delay in delivery.
5.6 Your Order may be delivered in advance of the quoted delivery date provided that We have given You reasonable notice.
5.7 Where any actual delivery or provision date is likely to differ from the estimated date, We will contact You to advise of the revised delivery dates and any changes arising.
5.8 You shall use Your best endeavours to accept delivery or facilitate provision on the agreed dates and will provide Us with such details as are necessary to allow delivery of Your order to be fulfilled.
5.9 If You fail to take delivery of your order (or any items under it), You shall indemnify Us against any losses and/or expense of redelivery and/or storage or re-arranging provision of the products.
5.10 Large deliveries are sometimes made by articulated lorry direct from the factory and require offloading by forklift truck or telehandler, as well as hardstanding, at the delivery address. We accept no responsibility if the delivery address is not able to accept deliveries made in this manner and additional delivery costs are incurred by You as a result. Windows and doors are delivered by articulated lorry and require heavy lifting equipment – You are responsible for arranging and paying for this.
5.11 Unless We require any packaging materials to be returned, You are responsible for dealing with/disposing of all packaging in which the products are delivered at Your own cost.
6 Product variation
6.1 Owing to the nature of the products and the manufacturing processes involved, a product’s true colour might not exactly match that shown online.
7 Delays beyond Our control
7.1 If delivery of your order is delayed, hindered or prevented by an event outside its control (including, but not limited to, industrial or trade dispute or actions, accident, breakdown of machinery, shortage of materials, export or import restrictions, embargos, imposition of sanctions, pandemic or epidemic, natural disaster, outbreak or threat of war, conflict or riot, terrorist attack, fire, explosion, building collapse, contamination, or non-performance by suppliers or subcontractors), We will inform You of this (including the start date and the potential duration and effect) and will do what We reasonably can to reduce the delay.
7.2 Provided that We have complied with clause 7.1, if delivery is delayed, hindered or prevented owing to events outside Our control, We will not be in breach of our obligations or otherwise liable for any such failure or delay and We will not compensate You for the delay. The time for performance of such obligations shall be extended accordingly.
7.3 If performance by Us of Our obligations under this contract shall be or is likely (in Our reasonable opinion) to be delayed, hindered or prevented for a continuous period of more than [three] months, either party may cancel the order by notice in writing to the other party and, in such a case, You may request a refund for any products paid for but not yet received (less reasonable costs already incurred by Us).
8 Risk and property
8.1 In the case of products to be delivered otherwise than at Our premises, risk of damage to, or loss of, the products shall pass to You, at the time of delivery (being on completion of the unloading).
8.2 If You wrongfully fail to take delivery of Your order (or any part of it), risk of damage to, or loss of, the products shall pass to You, at the time when delivery has been tendered.
8.3 Notwithstanding delivery of, and the passing of risk in, the products ordered, or any other provision of these Terms and Conditions, the beneficial ownership in, and legal title to, the products shall not pass to You until We have received cleared payment in full (including any interest thereon due under clause 3.2).
8.4 Until such time as the property in the products passes to You, You shall hold them on trust for Us, and shall keep them: i) separate from those of Your own and third parties; and ii) properly stored, protected and insured and identified as Our property. Until that time, You shall be entitled (subject to clause 8.5) to resell or use the products in the ordinary course of business, but shall account to Us for the proceeds of sale or otherwise of the products, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of Your own and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
8.5 Your power of sale shall automatically cease if a receiver is appointed over any of Your assets or undertakings or if a winding up order is made against You or if You go into liquidation (otherwise than for the purpose of reconstruction or amalgamation) or cause a meeting of creditors or make any arrangement or composition with creditors or shall commit any act of bankruptcy or allows execution to be levied against its goods.
9 Defective Goods
9.1 You will:‐
9.1.1 carefully and thoroughly inspect the products immediately on taking delivery;
9.1.2 notify Us and the carrier by email or telephone within 24 hours of taking delivery of any damage to the products revealed by such examination and not caused post‐ delivery;
9.1.3 notify Us of any error in quantity, weight, size or quality of the products;
9.1.4 notify Us if any products were mixed or provided together with others not included Your order;
9.1.5 notify Us in writing within if any products ordered not been received;
9.2 To assist Us in our investigation and/or remedial action, You should, in any notification to Us under clause 9.1, provide: i) the order number and order date; ii) a clear list of the products, component parts or elements that are missing or affected; and iii) photographs where relevant.
9.3 We will replace or refund the purchase price for any product(s) ascertained and agreed by Us to be supplied defective provided that You shall have given written notice to Us of such defects within three days of receipt of the product(s). Where this requires a replacement component to be supplied and sent to the delivery address, We shall use our reasonable endeavours to expedite replacement manufacture/supply but You should note that this is out of Our control and may not always be possible.
9.4 Failure to make any notification in accordance with clause 9.1, which examination upon receipt should have enabled You to make, shall constitute waiver by You of all claims based on or relating to facts which such examination should have revealed or for non‐delivery.
9.5 Your right to reject defective products will be lost if: (i) You or Your agent intimates acceptance; or (ii) You or Your agent do or does anything after delivery which is inconsistent with Our ownership; or (iii) You retain them for more than seven days without intimating rejection to Us.
9.6 For the avoidance of doubt, if You are a consumer, Your statutory rights are not affected by this clause 9.
Where You are a business:
9.7 We warrant that on delivery any products that are goods shall:
9.7.1 conform in all material respects with their description and any relevant specification;
9.7.2 be free from material defects in design, material and workmanship;
9.7.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
9.7.4 be fit for any purpose held out Us.
9.8 Unless an exception applies (in accordance with clause 9.9) if:
9.8.1 You give Us notice in writing within a reasonable time of discovery that a product does not comply with clause 9.7;
9.8.2 We are given a reasonable opportunity of examining such product; and
9.8.3 You return such products to Us (or as We may direct) at Our cost,
We shall, at Our option, repair or replace the defective product, or refund the price of the defective product in full and this will be Your only remedy for breach of clause 9.7. These terms shall apply to any repaired or replacement products supplied by (or on behalf of) Us.
9.9 We shall not be liable for a product’s failure to comply with clause 9.7 if:
9.9.1 You make any further use of such product after telling Us it is non-compliant;
9.9.2 the defect arises because You failed to follow oral or written instructions given as to the storage, installation, commissioning, use or maintenance of the product or (if there are none) good trade practice;
9.9.3 the defect arises because We followed any drawing, design or specification supplied by You;
9.9.4 You alter or repair the product without the Our written consent;
9.9.5 the defect arises because of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
9.9.6 the products differ from their specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
10. Changes
10.1. We can make changes to the products to:
10.1.1. reflect changes in relevant laws and regulatory requirements;
10.1.2. make minor technical adjustments and improvements that should not affect Your use of the products.
10.2. We can suspend supply of the products including to:
10.2.1. deal with technical problems or make minor technical changes;
10.2.2. update the product to reflect changes in relevant laws and regulatory requirements; or
10.2.3. make changes to the product.
In such instances, We will notify You in advance of the suspension, unless the problem is urgent or an emergency. If We expect to have to suspend the product for longer than [two months] the price will be adjusted so that You do not pay for it while its suspended. If We suspend supply, or tell You that we are going to suspend supply for more than [three months] You can, in writing to Us, end the contract and receive a refund for any sums paid in advance for products You won’t receive.
11. Your cancellation
Where You are a consumer:
11.1. You may have a legal right to change Your mind subject to clauses 11.2-11.8, below.
11.2. You cannot change Your mind about any element of any order concerning:
11.2.1. products sealed for health protection or hygiene purposes, once these have been unsealed after receipt;
11.2.2. products that are made to the Your specifications or are clearly personalised (including, but not limited to, bespoke, custom (or customised) and/or made to measure elements); and/or
11.2.3. products which become mixed inseparably with other items after their delivery.
11.3. Where it is possible for You to change Your mind, You must let Us know no later than 14 days after the day the product(s) is/are delivered. If the same type of product is split into several deliveries over different days, the period runs from the day after the last delivery.
11.4. You must inform Us in writing if You wish to change Your mind and cancel Your order (or part of it).
11.5. If You change Your mind, You will return the products at Your own cost. If the products are goods, You will have to return these goods to Us (or as directed by the Us (which, depending on the goods involved, could include return addresses overseas)) in an undamaged condition in their original, undamaged packaging within 14 days of telling Us of Your change of mind. All returns of unwanted goods are subject to a quality inspection and re-stocking charge undertaken in accordance with the procedures of the relevant supplier(s) and such charges will be at Your cost. Note that the cost of removal, disposal or onward transport of goods rejected for re-sale may be charged to the You.
11.6. Any refund will be reduced if You have (or any of Your agents or connected persons has) used or damaged the products. In some cases, because of the way a product may have been treated by You or any party connected to You after delivery, no refund may be due.
11.7. If the product(s) is/are yet to be delivered, We aim to refund You as soon as possible and within 14 days of being informed in writing of Your change of mind. If the product(s) is/are being returned to Us (or as directed by Us), We aim to refund You within 14 days of the product(s) being received back (or receiving evidence they have been sent) subject to clause 11.6. Refunds will be made by the method originally used for payment. We do not charge a fee for the refund.
11.8. Except as specifically provided for in clause 11.1, You may not cancel the order or any stage of an order unless Our prior written consent is obtained and upon terms indemnifying Us against all loss arising out of or in connection with the cancellation and upon other such terms as We may specify.
12. Our cancellation
12.1. We can end our contract with You and claim any compensation due if:
12.1.1. You do not make any payment to Us when it is due and You still do not make payment within [five] days of being reminded that payment is due;
12.1.2. You do not, within a reasonable time of Us asking for it, provide the information, cooperation or access needed to fulfil Your order;
12.1.3. You do not, within a reasonable time, allow or facilitate the delivery of the Your order or part of it (or, if otherwise agreed, collect the products).
12.2. In the event of cancellation by Us in accordance with clause 12.1, We shall not be liable to You or any other party for any costs or losses incurred.
13. Losses and liability
If You are a consumer:
13.1. We are not responsible for any loss caused by Our failure to perform Our obligations in accordance with these Terms and Conditions if such a loss is:
13.1.1. Unexpected. It was not obvious that it would happen and nothing You said to Us before acceptance of the order meant that We should have expected it (the loss was unforeseeable).
13.1.2. Caused by a delaying event outside Our control. As long as We have taken the steps set out in clause 7, We are not responsible for delays outside Our control.
13.1.3. Avoidable. Something You could have avoided by taking reasonable action to mitigate Your loss.
13.1.4. A business loss. It relates to the Your use of a product for the purposes of trade, business, craft or profession for example, loss of profit, loss of business, business interruption or loss of business opportunity.
If You are a business:
13.2. Subject to clause 13.4, We shall not be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between Us.
13.3. Our total liability to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss arising under or in connection with any contract between Us and not excluded under clause 13.2, shall be limited to:
13.3.1. the amount paid by You to Us for the particular product or service where such a loss is connected to a specific product or specific products; or
13.3.2. where such a loss is not connected to a specific product or specific products, [5]% of the total sums paid by You to Us under the order concerned.
13.4. Nothing in these terms shall limit or exclude Our liability for:
13.4.1. death or personal injury caused by the Our negligence, or the negligence of Our employees, agents or subcontractors (as applicable);
13.4.2. fraud or fraudulent misrepresentation;
13.4.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
13.4.4. any matter in respect of which it would be unlawful for Us to exclude or restrict liability.
13.5. Except to the extent expressly stated in these Terms and Conditions, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded.
14. Personal data
14.1. Our use of Your personal data is set out in Our privacy policy https://www.phstore.co.uk/privacy.
15. Dispute resolution
15.1. We will take reasonable steps to resolve any problems You have with the product(s) ordered.
15.2. If We are unable to resolve Your compliant directly through Our own internal procedures, We will inform You. In this instance, You may consider alternative dispute resolution as an optional process where an independent body considers the facts of a dispute and seeks to resolve it, without the parties having to go to court.
16. Third party rights
16.1. These Terms and Conditions are between the Us as seller and You as buyer. Unless expressly stated otherwise, these Terms and Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms and neither You nor We will need to ask any other party for sign-off on ending or changing the contract these Terms and Conditions relate to.
17. Severance
17.1. If a court or other authority decides that some of the terms within these Terms and Conditions are unlawful, the rest will continue to apply.
18. No waiver
18.1. In the event We delay in enforcing these Terms and Conditions, We nonetheless reserve the right or remedy to enforce at a later date.
19. Assignment
19.1. You shall not, without Our prior written consent, transfer, assign or sub-contract Your order (or any part thereof) or any of Your rights or obligations under these Terms and Conditions.
19.2. We may transfer, assign or sub-contract any of Our rights or obligations under these Terms and Conditions.
20. Law and jurisdiction
20.1. These Terms and Conditions shall be subject to and construed in accordance with English law and the English courts shall have exclusive jurisdiction in any dispute which may arise.
