Terms

1 - About us

Company details. Shatchi Limited trading as SHATCHI (company number 14213204) (we and us), is a company registered in England and Wales and our registered office is at SHATCHI LIMITED, 20 Wallace Way, Hitchin, SG4 0SE. This is also our main trading address. Our VAT number is GB 419714680. We operate the website www.shatchi.co.uk.

1.1 Contacting us.

For sales enquiries call our sales team at 01462 432 600 or email: [email protected]. For returns or service enquiries call our customer service team at 01462 432 600 or email: [email protected]. How to give us formal notice of any matter under the Contract is set out in clause 15.2.

1.2 Our contract.

These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). These Terms apply to the Contract to the exclusion of any other terms that you might seek to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing. Please read these terms carefully before you submit your order to us.

2 - Our contract with you

2.1 Entire agreement.

The Contract is the entire agreement between us about its subject matter. You acknowledge that you have not relied on any statement, promise representation assurance or warranty that is not set out in the Contract.

2.2 Language.

These Terms and the Contract are made only in the English language.

2.3 Your copy.

You should print a copy of these Terms or save them to your computer for future reference but please note that these Terms are regularly updated so the next time you place an order they may have changed.

2.4 Consumers.

If you are purchasing for your personal non-business use these terms will apply to you in a slightly different way than if you were purchasing a business. We have explained the differences in each section below where relevant.

2.5 How we may contact you.

If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order or, where you have an account with us, the details we have on file.

2.6 “Designated Address”

means the address specified to us when placing your order in which you want the Goods to be delivered.

2.7 "Writing" includes emails.

When we use the words "writing" or "written" in these terms, this includes emails.

3 - Placing an order and its acceptance

3.1 Placing your order.

Each order is an offer by you to buy the goods you have selected to purchase (Goods) subject to these Terms, which you can place by using any of the three methods listed below:

• Online: Please follow the onscreen prompts to place an order.
• Telephone: Please call us on 01462 432 600  and one of our advisors will talk you through the order process.
• Email: Please email us at [email protected] with details of the Goods you would like to order.

3.2 Correcting input errors.

Our order process allows you to check and amend any errors before submitting your order to us (for phone orders, our customer service advisors will double-check the details of your order with you, before confirming it). Please check the order carefully before confirming it, as once the order has been submitted to us we may not be able to amend it if it has been processed to the dispatch stage. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.

3.3 Acknowledging receipt of and accepting your order.

After you place an order, you may receive an email from us acknowledging that we have received it and accepted the order. The Contract between you and us will come into existence upon the earlier of us:

• (a) issuing the acceptance email to you; or
• (b) performing our obligations (or any part of them) under the order.

3.4 If we cannot fulfil 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. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.

3.5 What will happen if you do not give the required information to us?

We may need certain information from you, including details regarding addresses or names so that we can supply the Goods to you. We will contact you for such information but if the details are not provided within a reasonable time, or if you provide us with incomplete or incorrect details, we may either end the Contract or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for the late supply of the Goods or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

4 - Our goods

4.1 The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflects the colour of the Goods, which may vary slightly from those images.

4.2 Although we have made every effort to be as accurate as possible the size, weight, capacities, dimensions and measurements of the Goods you receive may vary slightly from those indicated on our site.

4.3 The packaging of your Goods may vary from that shown in images on our site

4.4 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

5 - Return and refund

5.1 In the event of the Contract being cancelled after the order confirmation has been sent, we reserve the right to withhold the delivery charge, if the order has left our premises.

5.2 However, this cancellation right does not apply in the case of:

• (a) Goods which have been made to your specification or customised for you;
• (b) Goods made to order;
• (c) Goods offered for delivery outside our standard next-day delivery service, e.g. made-to-order products may be subject to a restocking charge should you wish to return the item.
• (d) Goods which are not in a re-saleable condition;
• (e) Goods which are no longer in their original packaging; or
• (f) any Goods which become mixed inseparably with other items after their delivery.

Provided always that paragraphs (d) and (e) will not apply if you are a consumer.

5.3 To cancel the Contract you can email us at [email protected] or contact our Customer Services team by telephone at 01462 432 600 or by post to Customer Services Department,  SHATCHI, 20 Wallace Way, Hitchin, SG4 0SE. If you are emailing us or writing to us, please include details of your order to help us 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.

5.4 If you have cancelled the Contract under clause 5.1 (provided that clause 5.2 does not apply) or if you have returned the Goods to us under clause 5 because they are faulty or misdescribed, we will refund the full price of the Goods only. We will either credit your account or refund the monies paid for the cost of the Goods to the credit card or debit card used for the original purchase. We may deduct from this refund an amount to reflect any reduction in the value of the Goods if this has been caused by your handling of them in a way which would be deemed unacceptable in a shop. If we refund you the price paid before we can inspect the Goods and later discover you have unacceptably handled them, you must pay us an appropriate amount.

5.5 If Goods have been delivered to you before 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. All we ask is that you call us first on 01462 432 600 to get an authorisation returns number and send them back through our authorised carrier or a carrier of your choice, with your dispatch note. If you are a consumer and the Goods are not suitable for posting, we will collect them from you. If we have offered to collect the Goods from you, we will collect the Goods from the address to which they were delivered. We will contact you to arrange a suitable date for collection.

5.6 We may charge you the following handling/restocking fee if any Goods that we supply to you (whether standard stock items or direct delivery from our suppliers) are returned to us:

RETURN PERIOD	HANDLING/RE-STOCKING FEE FOR GOODS THAT ARE NOT HELD IN STOCK AND DELIVERED DIRECT FROM OUR SUPPLIERS	HANDLING/RESTOCKING FEE FOR OUR STANDARD STOCK
Returned within 30 days of Delivery	£30 (or the amount charged as a handling/re-stocking fee to us by our suppliers, if greater).	No returns fees
Returned after 30 days of Delivery	£30 (or the amount charged as a handling/re-stocking fee to us by our suppliers, if greater).	£30 (or the amount charged as a handling/re-stocking fee to us by our suppliers, if greater).

If you purchased the Goods as a consumer, we may only charge you a handling/restocking fee if the value of the goods is diminished by your handling of the Goods beyond what is necessary to establish the nature, characteristics and functioning of the Goods, and we are entitled to charge it under Regulation 34 of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013/3134.

6 - Delivery, transfer of risk and title

6.1 The estimated delivery lead times are as displayed on our website for each product. Occasionally our delivery to you may be affected by an FME. See clause 14 for our responsibilities when this happens. If we are not able to deliver within our estimated lead times, we will try our best to contact you and arrange an alternative delivery date. Goods offered for delivery outside our standard next-day delivery service are deemed to be specially-sourced or made-to-order products.

6.2 Details of our delivery costs, methods, procedures and any restrictions on delivery or delivery times please contact us.

6.3 Delivery is complete once the Goods have been unloaded at the Designated Address set out in your order and the Goods will be at your risk from that time (all goods will be deemed accepted unless otherwise stated by clause 11.3). Where we deliver Goods that (i) do not comply with your order (for example delivering incorrect goods); or (ii) Goods are delivered to an address different to the Designated Address, the returns policy under clause 11.3(c) shall only apply from the date of delivery of the correct Goods to the Designated Address by your order.

6.4 You own the Goods once we have received payment in full, including of all applicable delivery charges. Until ownership of the Goods has passed to you, you shall:

• (a) store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
• (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
• (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
• (d) notify us immediately if it becomes subject to any of the events listed in clause 13.1 (c) to clause 13.1 (e); and
• (e) give us such information relating to the Goods as we may require from time to time.

6.5 If, before ownership of the Goods passes to you, you become subject to any of the events listed in clause 13.1 (c) to clause 13.1 (e), then, without limiting any other right or remedy, we may at any time:

• (a) require you to deliver up all Goods to us in your possession that have not been resold, or irrevocably incorporated into another product; and
• (b) have the right to enter any Designated Address or premises (whether yours or those acting as an agent for you) where the Goods are stored to recover them.

6.6 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality 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 FME, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of Goods.

6.7 If you fail to take delivery within 10 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 and after deducting any reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge you for any shortfall below the price of the Goods.

7 - International delivery

7.1 We deliver to addresses outside the UK, Ireland, the Channel Islands and the Isle of Man.

7.2 You may place an order for Goods from outside the UK, Ireland, Channels Islands and the Isle of Man, but this order must be for delivery to an address in the UK, Ireland, Channel Islands and the Isle of Man.

8 - Price of goods and delivery charges

8.1 Subject to clauses 8.2 – 8.5 (inclusive) the prices of the Goods will be as quoted on our website 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 into the system. However, please see clause 8.5 for what happens if we discover an error in the price of Goods you ordered.

8.2 We reserve the right by giving notice to you at any time before delivery, to vary the price of the Goods to reflect any increase or decrease in cost to us in providing the Goods which is due to any factor beyond our control.

8.3 The price of Goods excludes VAT (where applicable) at the applicable rate chargeable in the UK from time to time. However, if the rate of VAT changes between the date of your 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 VAT takes effect.

8.4 The price of the Goods does include delivery charges. Except for some postcodes (for which we will have to quote separately), our delivery charges are as advised to you during the checkout process, before you confirm your order.

8.5 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:

• (a) 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
• (b) 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 unmistakable and could reasonably have been recognised by you as a mispricing, we may cancel the supply of the Goods and refund you any sums you have paid.
• (c) Whilst every effort is made to ensure prices are up to date, the selling price of Products appearing in our Catalogues and/or any other printed or electronic medium is indicative and subject to change in the event of fluctuations in market conditions. Products are supplied by SHATCHI at the rates in force on the day the order is placed. The applicable rate is the one indicated on our website www.shatchi.co.uk at the time of placing the order.

The pricing in our interactive catalogue is subject to change in line with market conditions. The applicable pricing is available on our product pages at www.shatchi.co.uk. The current rates will always be updated in your Basket/Checkout.

SHATCHI reserves the right to modify at any time the price of its Products or associated services. Prices may vary, for example, in the event of exceptional changes in commodity prices, promotional offers of limited duration and/or changes in regulations related to eco-contributions or other taxes.

All our prices are displayed in pounds and exclude VAT. They include eco-participation for products subject to it. They do not include transport, any customs fees or insurance that remain the responsibility of the Customer.

9 - How to pay

9.1 If you do not have a credit account with us, if you have not placed an order with us for 18 months or if you are placing an order for custom-made Goods you can only pay for Goods using a debit card or credit card. We accept the following cards: for SHATCHI Ltd T&Cs include Visa, Mastercard, and Maestro. Payment for the Goods and all applicable delivery charges is in advance. We will not charge your debit card or credit card until we dispatch your Goods.

9.2 If you have a credit account with us, payment shall be made in full within 30 days of the date of invoice sent by us to you about the Goods. Time shall be of the essence for payment. We shall be entitled to revoke any credit facility if you fail to make payment by the due date. In addition, if payment is not made on time, we shall be entitled to charge interest at the rate of 4 per cent over the then current base rate of National Westminster Bank Plc on the amount outstanding from the due date for payment until receipt by us of the full amount (including any accrued interest) whether before or after judgment, together with any reasonable legal or other recovery costs.

9.3 When you make your first order with us, we will, unless you are a consumer and provided that you pass our credit checks, automatically set up a credit account for you. You can contact us at any time to find out what your current credit limit is.

9.4 For all custom-made products, the order is confirmed and cannot be cancelled or returned after the specification document or artwork proof has been approved by you. Please note that we also require payment in advance for custom-made products. This means that you must pay us the full amount for the Goods ordered and the order with us is non-refundable at the point of ordering.

10 - Manufacturer's guarantee

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 Goods.

11 - Our warranty for the goods

11.1 The Goods are intended for use only in the UK. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.

11.2 Subject to clause 4, we provide a warranty that on delivery and for 6 months from delivery, the Goods shall:

• (a) conform in all material respects with their description;
• (b) be free from material defects in design, material and workmanship; and
• (c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

11.3 Subject to clause 11.4, if:

• (a) you give us notice in writing within 7 days of discovery that some or all of the Goods do not comply with the warranty set out in clause 11.2;
• (b) we are given a reasonable opportunity of examining the Goods and we agree that the Goods do not comply with the warranty set out in clause 11.2; and
• (c) we are given a reasonable opportunity to examine the Goods and we agree that the Goods do not comply with the warranty set out in clause 11.2, and we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full unless you are a business then all sales are final unless otherwise notified within 5 Working Days of delivery. You are entitled to return your item within 5 working days if they are damaged, or missing, subject to a late delivery being sent the incorrect item. A “Working Day” is a day other than a Saturday, Sunday, or a public/bank holiday in England.

11.4 We will not be liable for breach of the warranty set out in clause 11.2 if:

• (a) you make any further use of the Goods after giving notice to us under clause 11.3;
• (b) the defect arises as a result of us following any drawing, design or specification supplied by you;
• (c) you alter or repair the Goods without our written consent;
• (d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
• (e) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

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 clause 11 unless you are a consumer in which case we are under a legal duty to supply Goods that conform with the Contract. See the box below for a summary of your key legal rights about the Goods. Nothing in these terms will affect your legal rights and, if there is a difference between the rights we give you in the Contract and these rights then whichever rights are better for you will apply.

11.6 Unless you are a consumer, 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.

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. If you are a consumer, clauses 12.2 - 12.6 will not apply to you. If you are a business, clauses 12.7 and 12.8 will not apply to you.

12.1 References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.2 We only supply the Goods for internal use by your business, and you agree not to use the Goods for any resale purposes.

12.3 Nothing in these Terms limits or excludes 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) any other liability that cannot be limited or excluded by law.

12.4 Subject to clause 12.3, we will under no circumstances be liable to you for:

• (a) any loss of profits, sales, business, or revenue;
• (b) loss or corruption of data, information or software;
• (c) loss of business opportunity;
• (d) loss of anticipated savings;
• (e) loss of goodwill; or
• (f) any indirect or consequential loss.

12.5 Subject to clause 12.3, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed 110% of the price of the Goods.

12.6 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings about 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.

12.7 If you are a consumer we are liable to you for foreseeable losses caused by us. A foreseeable loss is a loss that is obvious as to happening or a loss that both parties to this agreement reasonably could foresee before or at the time the agreement was made. We are not liable to you for unforeseeable losses.

12.8 If you are a consumer, we do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights about the products including the right to receive products which are: as described and match information we provided to you and any sample or model seen or examined by you; of satisfactory quality; fit for any particular purpose made known to us; supplied with reasonable skill and care and, where installed by us, correctly installed; and for defective products under the Consumer Protection Act 1987

13 - Ending the Contract

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:

• (a) you commit a serious 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;
• (b) you fail to pay any amount due under the Contract on the due date for payment;
• (c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than about a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for 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;
• (d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;
• (e) 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; or
• (f) you do not, within a reasonable time, allow us to deliver the Goods to you.

13.2 If you are a consumer you can end the Contract for the reasons set out in paragraphs (a) to (d) below. If you are ending a Contract for a reason set out at (a) to (d) below the Contract will end immediately and we will refund you in full for any Goods which have not been provided and you may also be entitled to compensation. The reasons are:

• (a) we have told you about an upcoming change to the Goods or these terms which you do not agree to;
• (b) we have told you about an error in the price or description of the Goods you have ordered and you do not wish to proceed;
• (c) there is a risk that the supply of the Goods may be significantly delayed because of an FME;
• (d) you have a legal right to end the contract because of something we have done wrong.

13.3 Termination of the Contract shall not affect your or our rights and remedies that have accrued as of termination.

13.4 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 - Force Majeure Event (FME)

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 (FME).

14.2 An FME means any including but not limited to acts of god, severe weather and natural disasters, epidemics or pandemics, terror attacks, war, civil unrest, riots, government restrictions, strikes, fuel unavailability or shortage, collapse of buildings, attack on IT services, or interruption or failure of utility services

14.3 If an FME takes place that affects the performance of our obligations under the Contract:

• (a) we will contact you as soon as reasonably possible to notify you; and
• (b) 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 FME affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

14.4 If the FME hinders performance for 60 or more continuous days then you may terminate the Contract by notifying us

15 - Communication between us

15.1 Any notice or other communication given by one of us to the other 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, or email.

15.2 A notice or other communication is deemed to have been received:

• (a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
• (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 a.m. on the second working day after posting; or
• (c) if sent by email, at 9.00 am the next working day after transmission.

15.3 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

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

16.1 Assignment and transfer.

• (a) We may assign or transfer our rights and obligations under the Contract to another entity.
• (b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

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).

16.3 Waiver.

If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.

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.

16.5 Third-party rights.

The Contract is between you and us. No other person has any right to enforce any of its terms.

16.6 How we may use your personal information.

We will only use your personal information as set out in our privacy policy available at: https://www.shatchi.co.uk/privacy-policy

16.7 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.