1.1 When the following words with capital letters are used in these Terms, this is what they will mean:
“Business Days” means any day other than a Saturday, Sunday or a public or bank holiday in England;
1.2 “Event Outside our Control”means any act or event preventing either us or you from performing any or all the obligations under the Contract which arise from or are attributable to acts, events, omissions or accidents beyond the reasonable control of the Party so prevented, including, without limitation, nationalisation, expropriation or other governmental actions; any change of law or regulation; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry (including changes in market rules); postal or other strikes, lock-outs or other industrial disputes (whether involving the workforce of the either us or you so prevented or of any other party), act of terrorism or of God, fire, flood, storm, war, riot, civil commotion, malicious damage; failure or breakdown in communications, computer facilities or software; default of suppliers or sub-contractors; and the failure of any relevant exchange, clearing house, settlement system or broker for any reason to perform its obligations;
“Goods” means the goods that we are selling to you as set out in the Order;
“Special Order Goods” means any Goods that are made as per client specifications, this involves any tailor-made goods, that are unique to a specific Order;
“Order” means your order for the Goods;
"Night Preorder" means preorders received during 2016, specifically for QUOC brand "Night" road shoes;
“Terms” means the terms and conditions set out in this document;
“we/our/us” means Quoc Pham Ltd, a company incorporated in England and Wales under company registration number 6832933 with its registered office at 64 Southwark Bridge Road, SE1 0AS London, United Kingdom; and
“you/your” means the website user and/or consumer who wishes to make, or is making, an Order.
1.3 When we use the words "writing" or "written" in these Terms, this will include e-mail unless we say otherwise.
2. Our contract with you
2.1 These are the terms and conditions on which we supply Goods to you.
2.2 Please ensure that you read these Terms carefully, and check that the details on the Order and in these Terms are complete and accurate, before you submit the Order. If you think that there is a mistake or require any changes, please contact us to discuss. If there is a mistake in the information you provided on the Order, please email us at email@example.com and we will endeavour to change it on your behalf. We will confirm any changes in writing to avoid any confusion between you and us.
2.3 When you submit the Order to us and make full payment, this does not mean we have accepted your Order for Goods. Our acceptance of the Order will take place as described in Clause 2.4. If we are unable to supply you with the Goods, we will inform you of this in writing and we will not process the Order. Unprocessed Orders will be refunded.
2.4 These Terms will become binding on you and us when we issue you with a written acceptance of an Order, at which point a Contract will come into existence between you and us. Therefore, no Contract will come into existence between you and us unless we have sent you written confirmation and acceptance of your Order. If you have not received confirmation of receipt of your Order for a period of 5 Business Days from placing the Order please contact us at firstname.lastname@example.org.
2.5 We shall assign an order number to the Order and inform you of it when we confirm the Order. Please quote the order number in all subsequent correspondence with us relating to the Order.
2.6 The images of the Goods on our website and in our catalogue are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that the printed pictures accurately reflect the colour of the Goods. Your Goods may vary slightly from those images. Although we have made every effort to be as accurate as possible, because some of our Goods are handmade, the sizes, weights, capacities, dimensions, colours and measurements indicated in our catalogue or brochure will not always reflect the Goods which you receive.
2.7 If you completed, signed and submitted the Order for and on behalf of any other person, you represent that you are a duly authorised agent of such person.
2.8 We reserve the right, in our sole and absolute discretion and without the need to give reason, to refuse to accept an Order. In such circumstances, no Contract will arise and we will return any payment accompanying your Order to you.
2.9 If any of these Terms conflict with any term of the Order, the Order will take priority.
3. Changes to Order or terms
3.1 We may revise these Terms from time to time to reflect the following circumstances:
a) changes in relevant laws and regulatory requirements;
b) changes in the nature of our Goods; and
c) changes in the delivery and processing methods.
3.2 We may revise these Terms from time to time under Clause 3.1 without notice to you. You will be subject to the Terms in force at the time that you submit your Order to us, unless any change to the Terms is required by law, government or authority, in which case the revised Terms shall apply to you.
3.3 You may make a change to the Order for Goods at any time before we dispatch the Goods, through written correspondence, except in the case of Special Order Goods and Night Preorder. Where this means a change in the total price of the Goods and/or Services, we will notify you of the amended price in writing. You can choose to cancel the Order in accordance with Clause 14 (Your right to cancel and applicable refund) in these circumstances.
3.4 If you wish to cancel an Order before it has been fulfilled, or to see special conditions applicable to Special Order Goods and Night Preorder, please see your right to do so in Clause 14 (Your right to cancel and applicable refund).
4. Special Order Goods
4.1 We make Special Order Goods according to the specifications you provide us with or based on your individual needs which we may identify, if agreed in advanced. You can find information and tips on how to provide us with such specifications on our website, or by contacting us.
4.2 Please make sure your specifications are correct and accurate as we cannot accept the return of Special Order Goods if the reason for the return is because that you provided us with incorrect specifications.
4.3 Notwithstanding Clause 4.2 your legal rights as a consumer in relation to Special Order Goods that are faulty or not as described will not be affected. Advice about your legal rights is available at your local Citizen's Advice Bureau or Trading Standards office.
5. Delivery of goods
5.1 We deliver Goods to any country in the world. Any delivery outside of the UK may be subject to import duties and taxes which are applied when the delivery reaches that destination. It will be your responsibility to pay any such import duties and taxes. Moreover, in placing an Order from outside the UK, it is your responsibility to comply with any and all applicable laws and regulations of the country for which the Goods are destined. We will assume no liability if you break any such law.
5.2 Please note that timescales for delivery and delivery charges will vary depending on the availability of the Goods and your address.
5.3 We will contact you with an estimated delivery date, which will be within 5 to 10 business days after the day on which we confirm your Order, except in the case of Special Order Goods and Night Preorder. Occasionally our delivery to you may be affected by an Event Outside our Control. See Clause 13 (Events outside of our control) for our responsibilities when this happens.
5.4 If we are not able to deliver the whole of the Order at one time due to operational reasons or shortage of stock, we may deliver the Order in installments. We will not charge you extra delivery costs for this.
5.5 If we miss the 10 business day delivery deadline for any Goods (except Special Order Goods and Night Preorder), then you may cancel your Order immediately if any of the following apply:
a) we have refused to deliver the Goods; or
b) delivery within the delivery deadline was essential (taking into account all the relevant circumstances).
5.6 If you do not wish to cancel your Order straight away, or do not have the right to do so under Clause 5.5, you can give us a new deadline for delivery, which must be reasonable, and you can cancel your Order if we do not meet the new deadline.
5.7 If you do choose to cancel your Order for late delivery under Clause 5.5 or Clause 5.6, you can do so for just some of the Goods or all of them, unless splitting them up would significantly reduce their value. If the Goods have been delivered to you, you will have to return them to us and you will be liable for any associated costs. After you cancel your Order, we will refund any sums you have paid to us for the cancelled Goods and their delivery.
5.8 Delivery of an Order shall be completed when we deliver the Goods to the address you gave us and the Goods will be your responsibility from that time.
5.9 You own the Goods and the Goods become your responsibility once we have received payment in full and the Goods have been delivered to you. However, you must still comply with Clause 10 (Copyright) of these Terms in your use of the Goods once you own them.
6. If the goods are faulty
6.1 As a consumer, you have legal rights in relation to Goods that are faulty or not as described. We are under a legal duty to supply Goods that are in conformity with this Contract. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
7. Seller's guarantee of goods
7.1 For Goods we provide a warranty that on delivery and for a period of 24 months from delivery, the Goods shall be free from material defects. However, this guarantee does not apply in the circumstances described in Clause 7.2.
7.2 This guarantee does not apply to any defect in the Goods arising from:
a) fair wear and tear;
b) willful damage, abnormal storage or working conditions, accident, negligence by you or by any third party;
c) if you fail to operate or use the Goods in accordance with the user instructions;
d) any alteration or repair by you or by a third party who is not one of our authorised repairers;
e) replacement items sent from us for warranty; and
e) any specification provided by you.
8. Goodwill guarantee of goods
8.1 If you are unhappy with the Goods for any reason within 14 calendar days of receipt you may return them to us, provided that you send us the proof of purchase and the Goods show no sign of damage or wear. We will refund you the price you paid for the Goods but will not refund the costs you paid to us to send the Goods to you.
9. Price and payment
9.1 For the purpose of this Clause 9 references to Goods shall encompass Special Order Goods and Night Preorder.
9.2 The price of the Goods will be set out in the price lists we have in force at the time we confirm your Order. We may change our prices at any time at our sole discretion without giving you notice. Price changes will not affect Orders that we have already accepted and confirmed to you.
9.3 The prices displayed include VAT. If the rate of VAT changes between the date of acceptance of the Order and the date of delivery or performance, we will adjust the rate of VAT that you pay, unless you have already paid for the Goods in full before the change in the rate of VAT takes effect.
9.4 Full payment for the Goods, as set out in your Order, must be made and received by us before we process your Order. Please contact us at email@example.com if you would like an invoice sent to you or your accounting department.
9.5 Payment may be made by American Express, Mastercard, Visa or Paypal.
9.6 The prices for the Goods exclude delivery costs, which will be added to the total amount due.
9.7 It is always possible that, despite our 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 contact you to tell you and for your instructions. If the pricing error is obvious and unmistakable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Goods to you at the incorrect (lower) price.
10.1 We will own the copyright, design right and any and all other intellectual property rights related to or accruing as a result of the Goods. The Goods are protected by copyright laws and treaties around the world and for the purpose of such laws we shall be deemed authors and owners of the Goods. All such rights are reserved.
10.2 You will not copy, modify, reproduce or use the Goods for any commercial purpose. Any such use will be deemed unlawful and will be in breach of the Contract, unless expressly agreed otherwise in writing between you and us.
10.3 This Clause 10 shall survive termination of any Contract and the delivery of any Goods.
11. Our liability to businesses
11.1 This clause 11 only applies if you are a business customer.
11.2 So far as permitted by law and except in the case of fraud, you acknowledge that your only rights and remedies shall be for breach of the terms of this Contract, to the exclusion of all other rights and remedies including those in tort or arising under statute.
11.3 We shall not be liable to you for any conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity, any liability for any direct, indirect or consequential loss or damage whether in contract, tort (including negligence, breach of statutory duty, or otherwise, even if foreseeable including, without limitation any liability for loss of income or revenue, loss of business or sales, business interruption, loss of profits or contracts, loss of anticipated savings, loss of business opportunity, goodwill or reputation, wasted management or office time, and any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, in regards to the Contract.
11.4 Our total liability to you in respect of all losses arising out of or in connection with these Terms, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price paid by you for the Goods as specified in your Order
11.5 Nothing in these Terms shall limit or exclude our liability for:
a) death or personal injury caused by our negligence;
b) fraud or fraudulent misrepresentation;
c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
d) defective Products under the Consumer Protection Act 1987.
11.6 Except as set out in these Terms, all warranties, conditions and other terms implied by statue or common law are, to the fullest extent permitted by law, excluded from these Terms.
11.7 If you wish to distribute or re-sell any of our Goods you may only do so with our prior written consent under separate terms and arrangements. These Terms are not applicable for the distribution of any of our Goods.
11.8 This clause 11 shall survive termination of any Contract and the completion of any Order.
12. Our liability to consumers
12.1 This clause 12 only applies if you are a consumer.
12.2 Should we fail to comply with these terms our liability to you will be limited to liability for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence. You acknowledge that we will have no liability in respect of loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into this Contract. You hereby acknowledge that any of our liabilities towards you under this Clause 12.2 shall be waived if you use the Goods for any other purpose than your personal use.
12.3 We only supply and provide the Goods for private use. You agree not to use the Goods for any commercial, business or re-sale purpose, and we have no liability to you for any conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity, any liability for any direct, indirect or consequential loss or damage whether in contract, tort (including negligence, breach of statutory duty, or otherwise, even if foreseeable including, without limitation any liability for loss of income or revenue, loss of business or sales, business interruption, loss of profits or contracts, loss of anticipated savings, loss of business opportunity, goodwill or reputation, wasted management or office time, and any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, in regards to the Contract.
12.4 Our total liability to you in respect of all losses arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price paid by you for the Goods as specified in your Order (as may have been amended from time to time in writing between us).
12.5 We do not in any way exclude or limit our liability for:
a) death or personal injury caused by our negligence;
b) fraud or fraudulent misrepresentation;
c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 and by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
d) breach of the terms implied by sections 13, 14 and 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples); and
e) defective Products under the Consumer Protection Act 1987.
12.6 Except as set out in these Terms, all warranties, conditions and other terms implied by statue or common law are, to the fullest extent permitted by law, excluded from these Terms.
12.7 This clause 12 shall survive termination of any Contract and the completion of any Order.
13. Events Outside Our Control
13.1 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 an Event Outside Our Control.
13.2 If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms in respect of the provision of Goods:
a) we will contact you as soon as reasonably possible to notify you; and
b) our obligations under these Terms 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 or provision of Goods to you, we will arrange a new delivery or performance date, as applicable, with you after the Event Outside Our Control is over. Where the Event Outside Our Control affects our performance or supply of Goods to you, we will restart the performance or supply Goods as soon as reasonably possible after the Event Outside Our Control is over or seek an alternative means of providing the Goods, provided that we determine that it is reasonable and safe to do so.
13.3 You may cancel the Contract if an Event Outside Our Control takes place and you no longer wish us to provide the Goods. Please see your cancellation rights under Clause 14 (Your rights to cancel and applicable refund). We will only cancel the Contract if the Event Outside Our Control continues for longer than 30 calendar days in accordance with our cancellation rights in Clause 15 (Our rights to cancel and applicable refund).
14. Your rights to cancel and applicable refund
14.1 Orders for Goods may only be cancelled by you by written notice to us prior to our notification to you that the Goods have been dispatched, except for Special Order Goods and Night Preorder see 14.2 and 14.3. Any cancellation must be notified in writing by the person who submitted the Order to us at firstname.lastname@example.org. We cannot accept cancellations by telephone. We will refund you the price you paid for the Goods. Once the Goods have been dispatched you may return the Goods following the procedure set out in Clause 8.1 (Goodwill guarantee of goods). In the case of returned Goods, we will not refund the postage costs you paid to us to send the Goods to you.
14.2 Unfortunately, Special Order Goods are tailor made and hence made specifically to your requirements, if you cancel your Order at any time for a Special Order Goods you will forfeit 100% of the fee paid by you (but this will not affect your legal rights as a consumer in relation to Special Order Goods that are faulty or not as described).
14.3 Night Preorder may be cancelled within 60 days from the date of purchase or until June 30, 2016 whichever comes first. If you cancel your Night Preorder beyond this period, you will forfeit of the fee paid by you (but this will not affect your legal rights as a consumer in relation to Night Preorder goods that are faulty or not as described).
15. Our rights to cancel and applicable refund
15.1 We reserve the right, in our sole and absolute discretion, to cancel any Order of Goods that has not commenced, including Special Order Goods and Night Preorder, for any reason whatsoever at short notice (including, without limitation, the unavailability of stock, or for reasons of an Event Outside Our Control). In these unusual circumstances, all monies paid to us will be repaid to you in full.
15.2 We will not be liable to pay any compensation or incidental costs or expenses that you may incur as a result of such cancellation or for any other loss or damage howsoever caused arising out of such cancellation.
15.3 We may cancel an Order for Goods, whether Special Order Goods and Night Preorder or not, and whether commenced or not, at any time with immediate effect by giving you written notice if you break the Contract in any way. In such circumstances, you will forfeit 100% of the fees paid by you.
16. Information about us and how to contact us
16.1 We are a company registered in England and Wales. Our company registration number is 6832933 and our registered office is at 64 Southwark Bridge Road, SE1 0AS London, United Kingdom. Our registered VAT number is 131204180.
16.2 If you have any questions or if you have any complaints, please contact us. You can contact us by e-mail at email@example.com.
16.3 If you wish to contact us in writing, or if any Clause in this Contract requires you to give us notice in writing (for example, to cancel an Order for Goods), you can send this to us by e-mail. We will confirm receipt of this by contacting you in writing. If we have to contact you or give you notice in writing, we will do so by e-mail, to the email address that you provide to us in the Order.
17. How we may use your personal information
18. Other important terms
18.1 This Contract, as may be amended from time to time, constitutes the entire agreement between us and you. 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 this Contract. This Contract supersedes all prior understandings, arrangements, agreements, representations, proposals, marketing or communications, whether or not executed or offered, all conditions and warranties whether expressed, implied or otherwise, and all representations, statements, negotiations, understandings and undertakings between you and us, whether written or oral. You will not rely on any understandings, arrangements, agreements, representations, proposals, marketing, communications, conditions, warranties, representations, statements, negotiations, understandings and undertakings (whether expressed, implied or otherwise) unless they are expressly incorporated in this Contract.
18.2 If we fail to insist that you perform any of your obligations under this 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 and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
18.3 We may assign, transfer or novate our rights and obligations under this Contract to one or more organisations which may not be connected to us, and we will always notify you in writing if this happens, but this will not affect your rights or our obligations under these Terms.
18.4 You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.
18.5 If any part of this Contract is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that part shall, to the extent required, be severed from this Contract and shall be ineffective without, as far as is possible, modifying any other part of this Contract and this shall not affect any other provision of this Contract, which shall remain in full force and effect.
18.6 This Contract is between you and us. No other person (other than a successor in title or permitted assignee) shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract, but this does not affect any right or remedy of a third party which exists or is available apart from the Act.
19. As a consumer, please note that this Contract, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland, you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
20. If you are a business, this Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-Contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. It is agreed that the English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our site, although we retain the right to bring proceedings against you for breach of these terms in your country of residence or any other country.