Terms and Conditions
Purchases of Piixl products and services are governed by one of the following terms and conditions. Please review carefully.
Terms and Conditions of Sale -- Direct (Applies to all direct purchases-by internet or phone)
Terms & Conditions of Sales & Services - UK
1. What is this Document?
1.1 This document (the "Conditions") forms part of an agreement between Piixl & you, the Customer.
1.2 The Conditions together with the (1) Service Descriptions &/or (2) Product Descriptions & (3) pricing applicable to the Products & Services that you wish to buy together form the whole of Piixl's "Agreement" with Customer. The Agreement is a binding document & Customers should ensure that they understand it.
1.3 Some parts of this Agreement apply to all of our Customers. However other parts are specific to Consumers only or to Business Users only.
1.4 We need to have an agreed written record of what we are supplying to ensure that no mistakes are made. Consequently we will not normally seek to make or agree variations to the Agreement orally & will seek to ensure that changes are documented in writing (which will be required in all cases for Business Users).
1.5 Our Agreement is intended to comply with all of your statutory rights as a Consumer. However, in the event that any uncertainty arises your statutory rights as a Consumer will take priority over the Agreement.
2. Definitions
Business User: legal entity or person who buys or agrees to buy Products &/or Services from Piixl other than for private use
Conditions: this document;
Consumer: an individual who buys or agrees to buy Products &/or Services from Piixl for private use;
CFI: Custom Factory Integration: a Service for Business Users combining Business User specified software & hardware with Product(s) at the time of manufacture which may include image & applications loading & maintenance, software integration, hardware integration &/or asset management services;
Customer: Consumers & Business Users collectively;
Piixl: the Piixl Ltd company identified in your Order Confirmation and/or invoice;
Description: a document forming part of the Agreement which describes a Product or Service that Customers may purchase from Piixl;
Indemnify: promise to be responsible for another's loss, damage, liability or penalty including promise to compensate for any loss, damage, liability or penalty which occurs;
IM: "Integration Material": third party product(s) specified or provided by Business User within the scope of CFI;
IPR: "Intellectual Property Rights" , patents, trade marks, registered designs, & applications for same, copyright, design rights, know-how, trade & business names & any other similar protected rights in any country;
Order: request by Customer to purchase Product or Services from Piixl;
Order Confirmation: written acceptance by Piixl of Customer's Order;
Price: the total charge for Products &/or Services payable by Customer to Piixl;
Products: an individual good (including Software) as described in any current document published by Piixl physically &/or on its internet site, or in any Order Confirmation & which Customer buys or agrees to buy from Piixl but excluding items added to Piixl hardware through CFI;
Services: service & support (including CFI) carried out by or for Piixl in accordance with the Service Offering;
Service Offering(s): the Service options offered by Piixl as described in any current document published by Piixl physically &/or on its internet site, or in any Order Confirmation;
Software: computer operating systems, middleware, applications or other software that is manufactured or owned by, or licensed by, Piixl;
Take Back Program: the free service provided by PiixL enabling Consumer's to return end of life product originally purchased from PiixL. Take Back Program is subject to separate terms and conditions, details of which can be found at www.piixl.com/recycling
Third Party Products: products not manufactured, assembled or authored by Piixl that Piixl sells.
Third Party Software: computer operating systems, middleware, applications or other software from a third party editor or licensor.
WEE Regulations: means Waste Electrical & Electronic Equipment Regulations 2006
3. Quotations/Orders and Changes
3.1 Piixl quotations are valid only if in writing & for 10 days after the quotation date, unless otherwise stated in the quotation.
3.2 All Orders for Products &/or Services shall be regarded as an offer by Customer to purchase Products &/or Services under the terms of this Agreement.
3.3 Piixl accepts Customer's offer to purchase under this Agreement & makes a binding Agreement by issuing an Order Confirmation. Order confirmation is binding except, in the case of consumers only, where there is a discrepancy between order confirmation and what consumer ordered and where discrepancy is unacceptable to the consumer. It is recommended that Customer review the Order Confirmation & notify Piixl within a reasonable period of time of any discrepancies that are noticed.
3.4 Piixl reserves the right to make changes to ordered specifications but will identify any such changes in the Order Confirmation. Piixl guarantees that any such changed Products will offer at least equivalent functionality & performance. Piixl will not make any significant variations to Products or Services without Customer's prior agreement &, except as provided for above, will manufacture & deliver Product in accordance with the Order Confirmation.
4. Price and Payment
All Customers:
4.1 The Price that Customers have to pay will be shown on Piixl's Order Confirmation and invoices.
Consumers:
4.2 Payment shall be made before supply of Product or Service. Piixl may suspend delivery of Product or Service until full payment is received. If Piixl has delivered Product &/or Services & the Product &/or Services remain neither paid for nor made available for collection when reasonably demanded then Piixl may recover the outstanding payment &/or Product & the recovery costs are to be paid by the Consumer.
Business Users:
4.3 If agreed in advance in writing, Business Users may pay within 30 days of the date of invoice. Piixl may suspend delivery of Product or Service until full payment is received. If full payment is not received Piixl will be entitled to charge interest on the amount outstanding at the rate of 3% per annum above the London Inter Bank Offer Rate ("LIBOR"). If Piixl must recover the outstanding payment &/or Product, recovery costs are to be paid by Business User.
4.4 For Orders to be delivered in instalments over a period of time, Piixl may adjust prices due to changes to exchange rates, duties, insurance, freight, handling & purchase costs.
5. Delivery
All Customers:
5.1 The delivery date specified in the Order Confirmation is an estimate.
5.2 The place of delivery is as stated in the Order Confirmation.
5.3 For practical reasons, Products may be delivered by instalments, which shall be communicated to Customer.
Consumers:
5.4 Delivery will take place less than 30 days after the date of Order unless specifically otherwise agreed at the time of making the Order.
5.5 If the estimated delivery date cannot be met and the revised delivery date will exceed 30 days from the original date of order then Consumer will be contacted & advised of a proposed new date for delivery. If Consumer refuses the revised delivery date and delivery is not made within 30 days from the original date of order or prior to the specifically agreed delivery date if applicable, then Consumer may cancel the order without charge & obtain a full refund.
5.6 Where Product is delivered in instalments, then, unless expressly otherwise agreed at the time of placing the Order, these instalments will be delivered within 30 days of placing the Order.
6. Passing of Ownership & Risk
6.1 Ownership of Products passes to Customer on the later of receipt by Piixl of full payment or delivery to Customer of Product. Piixl may recover any Products supplied at any time prior to ownership passing if Customer is in breach of these Conditions. This clause shall not apply to IPR.
6.2 Risk meaning: a: (for Consumers only, within the period of time specified in clause 7.3), a duty to take reasonable care of Product received and b: (after the period specified in Clause 7.3 for Consumers and in all circumstances for Business Users) responsibility for damage caused to or by use, handling or storage of the Product, passes to Customer on delivery of Products to Customer or to their representative.
7. Acceptance of Products on Delivery, "Cooling Off" & rights of return and cancellation
All Customers:
7.1 Customer should notify Piixl promptly: following delivery of any missing, incorrectly delivered, incorrect specification (subject to Clauses 3.3 & 3.4), or otherwise not as ordered Products or Products which are either in damaged packaging or are visibly damaged; following discovery of any non-visible damage or defect in Product supplied.
7.2 Where Product can be returned to Piixl by Customer under the terms of this Agreement, it should be made available for collection at a time which is mutually convenient insofar as possible. Customers should act reasonably in complying with a request by Piixl to collect Product at a particular time.
Consumers:
7.3 Consumers may cancel their Orders for any reason until, but no later than:
7.3.1 the end of the 7th "working day" (days other than weekend days & public holidays) after the day of receipt of the Product &/or of the Service Order Confirmation (as applicable); or
7.3.2 the end of the 7th working day after the date when all such information required by law is supplied.
7.4 Consumers' right to cancel Software that is supplied on CD, DVD or other similar storage devices is also lost if the Software is unwrapped.
7.5 On cancellation of Products Consumer is obliged to return the goods to Piixl in their original condition, undamaged & at the cost of Consumer. Consumer shall take reasonable care to ensure that the goods are not damaged whilst in transit using means arranged by Consumer. Whilst in possession of the goods Consumer shall be under a duty to take reasonable care of them. Piixl shall take action against Consumer for goods returned which have been made unfit for resale or damaged whilst in the possession of Consumer.
7.6 The provisions of Clauses 7.3, 7.4 & 7.5 do not apply to Product or Software that is damaged or defective.
7.7 On cancellation of the Order Piixl will refund the price paid, less the direct cost of recovering the goods (when applicable), within a period of 30 days from date of cancellation.
Business Users:
7.8 Notwithstanding anything herein to the contrary (including without limitation Clauses 3.3 & 3.4), Business Users may only reject Product for material non-conformity with the Product Description by providing written notice to Piixl within 7 days after delivery or otherwise shall be deemed to have accepted the Products.
8. Statutory Rights, Warranties, Repairs, Replacements & Provision of Services
All Customers:
8.1 Piixl will fulfil its legal obligations to repair &/or replace Products. These obligations are dependent upon proper use of Products & do not cover any parts of Products which have been modified or repaired without Piixl's prior written consent. Piixl may ask third party Software licensors to fulfil Piixl's and/or licensor's legal obligations relating to the supply of that licensor's software.
8.2 Piixl's obligations do not apply to the consumable components of consumable items or if a defect is caused by an external cause such as fair wear & tear, software or hardware loaded onto or connected to Product by Customer where this software or hardware has not been supplied by Piixl, an accident, hazard, humidity control, electrical stress or other environmental conditions not commonly found in a safe home or office environment.
8.3 Parts not critical to Product function, including but not limited to hinges, doors, cosmetic features, and frames, are not serviced &/or repaired.
8.4 Piixl's obligations under its Service Offerings are as stated in the Descriptions for those Service Offerings. Piixl will use all reasonable endeavours to meet response times estimated in the Service Offerings, but actual timings may vary depending, among other factors, on the remoteness or accessibility of Customer's location, weather conditions & availability of components. Piixl will comply with all other terms of its Service Offerings. Notwithstanding the above, the following are excluded from Service unless stated otherwise in the Service Offering: local working hours, relocation, removal of non-Piixl supplied hardware or software, preventative maintenance, repairs to Products that are functioning within industry standards including without limitation defective pixels on monitors, transfer of data or Software and viruses. Customer is responsible for removal of non-Piixl supplied products.
8.5 Piixl does not provide Piixl Service Offerings for Third Party manufactured Software or Products but will pass to Customers, to the extent that it is permitted to do so, the benefit of any warranty or guarantee given by the manufacturer or supplier of Third Party Products.
8.6 Service may be provided via telephone (at the normal national rate) or Internet where appropriate. Additional optional value added Services may be offered using Premium Rated Services. Any such Services will be clearly identified & will be provided in compliance with relevant regulations and codes applying to provision and use of Premium Rated Services. Telephone calls may be recorded for training purposes. Customer must provide Piixl with all reasonable courtesy, information & cooperation to enable Piixl to deliver the Services & shall be responsible for all telephone & postal charges in contacting Piixl.
8.7 Piixl makes repairs as required at law &, if applicable, under Service Offerings by using components which are new or equivalent to new in accordance with industry standards and practice. Products will be repaired using parts which will work for the balance of the statutory entitlement period and/or the Service Offering period relating to the Product into which they are installed. If the part is installed into a Product for which this statutory entitlement period and/or the Service Offering Period (as applicable) has less than 90 days to run at the date of installation then the part itself will continue to work for at least 90 days after the date upon which it was installed.
8.8 Piixl owns any Product or parts that are removed during repair. Piixl may require Customer to return removed parts to Piixl for reconditioning, analysis or for environmental reasons.
8.9 If Customer does not return removed parts Piixl then may charge a fee of which Customer will be informed prior to charge. The fee will reflect the cost incurred by Piixl in retrieving the part(s), &/or the cost of procuring another component to recondition &/or arising from failure to comply with environmental obligations as a result of the Customer's failure to return the Product or part.
8.10 The charge referred to in 8.8 and 8.9 above will not apply to Consumers returning defective parts which have been replaced in accordance with statutory rights.
8.11 Products, Software & Services sold will correspond to their Description (except as stated in Term 3.4 above).
Consumers:
8.12 Products sold will be suitable for general use in a domestic, non commercial, non research environment in a manner which is consistent with the specification, functionality & service standards described in the Product's Description. Fitness for use in any other manner or environment must be explicitly and clearly agreed (preferably in writing) with Piixl prior to purchase.
8.13 Piixl will repair, or in the event that repair does not occur, replace Product which is defective within a reasonable period & with reasonable care & skill. This may only be varied to the extent reasonably agreed with Consumer.
Business Users:
8.14 Business Users must satisfy themselves as to the suitability of the Description for their needs. Piixl does not warrant fitness for any particular purpose. Fitness for use in any particular manner or environment must be agreed in writing with Piixl prior to purchase.
8.15 Business Users are not automatically entitled to repair or replacement other than as described in a Service Description or as otherwise agreed by Piixl. Piixl shall have no liability or obligation for defects in Products or failure to remedy defects except as expressly provided under this Agreement.
8.16 Except as expressly provided herein, no warranty, express or implied, as to the condition, quality, performance, merchantability, or durability of Products is given or assumed by Piixl & all such warranties are hereby excluded.
9. Custom Factory Integration (CFI) (Business Users only)
9.1 CFI may be provided at the discretion of Piixl in accordance with Business User's instructions & technical specifications & subject to current Piixl requirements. Business User will specify & provide IM or Piixl may obtain IM at Business User's instruction. Piixl will indicate acceptance &/or validation of IM & then will integrate IM into Product(s), producing a CFI Product. Piixl may install CFI Product under Business User's instruction or under Piixl technical advice, if agreed in writing. Piixl will not carry out CFI work if not technically feasible. Piixl shall not warrant the functionality or provide support for IM in any case.
10. Frustration/Circumstances beyond the Parties' control ("Force Majeure")
Consumers:
10.1 Neither party is responsible for non-performance in case of circumstances beyond its reasonable control ("Force Majeure") including without limitation, strikes by non Piixl employees, terrorist acts, war, exchange fluctuations, governmental or regulatory actions, natural disasters, severe weather, unforeseeable transport or production problems affecting companies that supply Piixl.
10.2 If a Force Majeure event occurs & Piixl cannot deliver within the period set out in the Order Confirmation, Piixl will & Consumer may act in accordance with the terms of clause 5.5 above.
10.3 If the Force Majeure event lasts longer than 60 days then Piixl shall have the right to terminate the Agreement by providing notice in writing to Consumer & returning all sums paid by Consumer under the Agreement. No compensation to Consumer will then be due in these circumstances.
Business Users:
10.4 The same provisions apply to Business Users as apply to Consumers in Clauses 10.1 & 10.3. Neither Piixl in respect of a Business User nor a Business User in respect of Piixl may use Clause 10.2.
11. Liability
All Customers:
11.1 Piixl accepts liability for any loss or damage to private property, death or personal injury caused by the Products & Services supplied, the negligence or deliberate misconduct of Piixl, or any employees, agents or subcontractors acting on Piixl's behalf, provided, however, that in all cases, except for death or personal injury (where there shall be no limit on liability), Piixl's liability for losses suffered by Customer will be assessed in accordance with the applicable terms of this Clause 11.
Consumers:
11.2 Piixl shall accept liability for reasonably foreseeable losses arising as a direct consequence of breach by Piixl of its statutory duty. However Piixl shall not be liable in certain circumstances for example where the causes or potential causes of the loss:
11.2.1 were not reasonably foreseeable by both parties; &/or
11.2.2 were known by Consumer to the exclusion of Piixl at the time that the Agreement was entered into; &/or
11.2.3 arose from the use of the Product &/or Services for purposes other than those contemplated in Clause 8.12.
11.2.4 were reasonably foreseeable & preventable by Consumer such as those arising from, but not limited to:
11.2.4.1 data or information loss caused by failing to keep back up copies of important data on separate media; or
11.2.4.2 virus damage; or
11.2.4.3 user inflicted problems such as those caused by failure to read &/or follow user instructions provided in writing or orally by a Piixl technician.
11.3 In claiming against Piixl for any such losses Consumer is expected to have acted reasonably, for example, with regard to:
11.3.1 how the losses were accrued - including steps taken to mitigate or to avoid losses occurring; &
11.3.2 taking reasonable precautions to avoid loss (such as contacting Piixl promptly upon becoming aware of an issue).
Business Users:
11.4 The provisions of Clauses 11.2 & 11.3 will also apply Business Users as if the word "Consumer" were replaced by the words "Business User" except that:
11.4.1 in all cases except for death or personal injury (where there will be no limit on liability) Piixl's liability for losses will not exceed a sum equal to 125% of the Price; and
11.4.2 Piixl will not be liable for:
11.4.2.1 use not consistent with clause 8.14 (rather than clause 8.12);
11.4.2.2 loss resulting from any defect or deficiency in Products or Services which Piixl shall have remedied within a reasonable period &/or consistently with the terms of a Service Description;
11.4.2.3 consequential losses such as loss of business profits, salary, revenue, data or anticipated savings.
12. Intellectual Property & Software
All Customers:
12.1 Piixl Indemnifies Customer from all costs & liabilities arising from any claim that use of Product or Software infringes any third party IPR. Piixl may recall & exchange or modify Product or Software or refund Customer (minus depreciation in this event) or require Customer to install replacement or altered Software from a CD, DVD or an internet download.
12.2 Piixl retains all Piixl-owned IPR in Product. Customer must notify Piixl immediately of any infringing or unauthorised use of Product or IPR in it.
12.3 Piixl does not Indemnify Customer for:
12.3.1 Third Party Hardware or Third Party Software;
12.3.2 unauthorised modification or use of the Products or Software;
12.3.3 any claim caused by the use of Products or Software in conjunction with anything not supplied by Piixl. Customer must comply with the license conditions for any Software supplied.
12.4 Customer Indemnifies Piixl for any claim which arises due to Customer's own actions of which Piixl had no knowledge or could not reasonably be expected to have had knowledge.
12.5 Piixl is allowed to litigate, negotiate & settle claims & Customer must provide reasonable assistance if requested to assist Piixl if litigation is directly related to Products supplied to Customer.
