General Terms and Conditions of Sale (UK)

Website publication and entry into force date: 19/12/2017

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE YOU PLACE AN ORDER: THEY EXPLAIN THE BASIS UPON WHICH YOU WILL ENTER INTO A LEGALLY BINDING CONTRACT AND SET OUT BOTH PARTIES OBLIGATIONS.

1. Subject

1.1. These general terms and conditions of sale (hereafter the “Terms and Conditions”) shall apply to the purchase of bicycle tyres (hereafter the “Tyres”) and to cycling apparel and/or accessories (hereafter the “Apparel”) marked with the trademarks of the Owners, as defined in section 12 below (hereafter collectively the “Product(s)”), via the e-commerce UK section of the website velo.pirelli.com (hereafter the “Site”) by users falling within the definition of “Buyers” pursuant to section 1.2 below. The domain name of the Site, pirelli.com, is registered by Pirelli & C. S.p.A. The Products displayed on the Site are sold by Pirelli UK Tyres Limited of Derby Road, Burton on Trent, Staffordshire, DE13 0BH (hereafter the “Seller”).   

1.2. The Parties involved in the purchase of Products via the Site shall be the Seller, and the party purchasing one or more Products:

1.2.1     for reasons other than in relation to the profession, business, trade or craft conducted by that party, as the buyer (hereafter the “Consumer”); or

1.2.2     in relation to the profession, business, trade or craft conducted by that party (hereafter the “Professional”).

The Consumer and the Professional shall both be referred to as the “Buyer” (the Seller and the Buyer shall be referred to jointly as the “Parties”).

1.3. Any communication by the Buyer in connection with and/or in relation to the purchase of the Products, including but not limited to any notifications, claims or requests concerning the purchase and/or delivery of the Products or exercising the right to cancel, where applicable, shall be made to the address set out under the “Contact Us” section of the Site or to the email address contactcentertyresvelo.uk@pirelli.com (hereafter the “Customer Contact Centre”). Any communication from the Seller to the Buyer shall be by telephone or in writing sent to the Buyer at the email address or postal address provided either during the Site registration or purchase process. When using the word “writing” or “written” in these Terms and Conditions, this includes email.

1.4. All purchases are regulated by the Terms and Conditions published on the Site, at the time the order is submitted by the Buyer.

1.5. The Site deals in retail sales and, as such, is designed for domestic and private use by Consumers and primarily Consumers are intended to submit orders via the Site. In the event that an order placed by a Professional is accepted, these Terms and Conditions shall be amended as set out in section 19.

1.6. After submitting the order, an acknowledgment of the order shall be sent by email to the address provided by the Buyer during the Site registration or purchase process.

1.7. Buyers must be aged 18 or over in order to make purchases on the Site and have legal capacity. The Buyer warrants that it complies with these requirements.

1.8. The Buyer shall be responsible for any costs incurred to connect to the Site via the internet, including any telephony costs incurred by the Buyer with their service provider.

2. Product features and availability in the various geographical areas.

2.1. The Products are sold by the Seller with the features described on the Site and in accordance with the Terms and Conditions to the exclusion of all other terms or conditions. The main characteristics of the Products are provided in each Product fact sheet on the Site. Any samples, drawings, descriptive matter or advertising issued by the Seller and any descriptions of the Products or illustrations contained on the Site are published for illustrative purposes only. The images and colors of the Products on sale on the Site may vary and/or not correspond to the actual Products due to the internet browser and monitor used. As a result these representations shall not form part of the contract or have any contractual force.

2.2. The Seller reserves the right to amend, in whole or in part, these Terms and Conditions at any moment in time and at its own discretion, and will give notice to users of the Site. Any amendments shall come into force from the date on which they are published on the Site, and will only apply to orders placed from that date onwards.

2.3. Sales prices, the Products sold on the Site and/or the characteristics of the same, are subject to change without notice. The Buyer is advised to check the details of the order before submitting the order, pursuant to section 3 below. If the Seller makes any changes to the price or main characteristics of a Product after the Buyer has placed an order to purchase such Products, the Seller shall inform the Buyer and obtain the Buyer's consent to the changes before confirming the order.

2.4. The Seller may change the Products to reflect changes in relevant laws and regulatory requirements and/or to implement minor technical adjustments and improvements.

2.5. Users from all over the world can access this Site; however the Products available on the Site can only be purchased by users who request delivery to the United Kingdom. 

3. Product purchase procedure - Conclusion of each individual purchase contract

3.1. Each order submitted by the Buyer to the Seller via the Site is subject to these Terms and Conditions. By placing an order with the Seller, the Buyer fully accepts the Terms and Conditions without reservation. Before ordering any Products from the Site, the Buyers will be asked to read these Terms and Conditions carefully, to print off a copy of the same by using the print function on their computer and to save or keep a copy of the same for their own records. Buyers will also be asked to provide accurate details and check and correct any errors in their personal data submitted during the order process.

3.2. The Seller will send an acknowledgment of the order to the Buyer by email following receipt of an order made through the Site. Acknowledgment of receipt of an order does not mean that the order has been accepted or that a contract has been entered into. 

3.3. A contract for the purchase of the Products is made when the Seller sends an email to the Buyer confirming that the order has been accepted (“Order Confirmation”). The Order Confirmation will include a pdf copy of the Terms and Conditions, a summary of the order placed, including the price (inclusive of shipping costs and applicable duties, if any), along with a description of the Product.

3.4 If the Seller is unable to accept the order, it will inform the Buyer of this, in writing, and the Buyer will not be charged for the Product.

3.5 The Buyer will not be charged until the order has been accepted. However, upon receipt of the order, the Seller will create an authorisation. This will show on the Buyer’s bank statement as a reservation of funds which allocates the money to the order but this will not be released until the order has been accepted. In the event that the Seller is unable to accept or fulfil the order, the Seller will request that the Buyer’s bank cancels the authorisation. If the authorisation still remains after several days, the Buyer should contact their bank to request that they act upon the Seller’s cancellation of the payment.

4. Product selection and purchasing procedure

4.1. The Products displayed on the Site can only be purchased by selecting the relative Products and adding them to the virtual shopping cart. Once that selection is complete, in order to purchase the Products chosen and added to the shopping cart, the Buyers will be asked to (i) register with the Site, providing details as requested, or, (ii) where already registered, to login, or (iii) to provide their details so that the order can be completed and the contract can be concluded. If the details on the order are different from those provided during the Site registration phase, the Buyer will be asked to confirm the details (by way of example and not limited to: name, surname etc.) as well as the delivery address for the Products chosen, the billing address and, a telephone number on which the Buyer can be contacted in relation to the purchase made. The Buyer will be shown a summary of the order to be processed, and will have the opportunity to change or correct the contents. At this point, the Buyer, will be required to carefully read and expressly approve the Terms and Conditions by ticking the relevant check box and, finally, confirm the order by pressing the "Confirm Order and Pay Now" button; this will send the order to the Seller with the consequences illustrated in section 3.2 of these Terms and Conditions. The Buyer will also be asked to pay by credit card and he/she will be prompted to provide the relevant data via a secure socket connection. The Seller reserves the right to check and verify the personal details provided by the Buyer for accounting and administration purposes.

4.2 The information provided by the Buyer, when placing the order, will be used to issue the invoice. During the order process, the Buyer must indicate if the delivery address is different from the billing address.

5. Delivery and acceptance of the Products

5.1. Whilst the Site generally states whether or not the Products are available and the estimated delivery times, such information is purely indicative and is not binding on the Seller.

5.2 The Seller shall use its reasonable endeavours to comply with the delivery times set out in the Order Confirmation and, in any event, shall deliver the Products within a maximum of 30 (thirty) days (or any other different term agreed by the Parties in writing) from the date of the Order Confirmation. If the order cannot be processed by the Seller, within the timing set out in the Order Confirmation, the Seller shall notify the Buyer in writing and the Buyer shall either:

5.2.1     specify a further delivery time that is appropriate in the circumstances; or

5.2.2     terminate the contract and the Seller will refund the amount already paid in accordance with    section 11.5 below.

5.3. If the Buyer elects, in accordance with section 5.2.1, to specify a further delivery time and the Seller fails to deliver the Products in accordance with this delivery period, the Buyer is entitled to terminate the contract and the Seller will refund the amount already paid in accordance with section 11.5 below.

5.4. The Products ordered by the Buyer shall be delivered by courier. The Buyer undertakes to promptly check (in the shortest possible time) that the delivery is correct and includes all and only the purchased Products, and to promptly notify the Seller of any faulty Products received or any discrepancy between the order and the Products actually received, following the procedure referred to in section 10 of these Terms and Conditions.

5.5 Once the Products have been delivered to the delivery address, the Buyer will own them and be responsible for them.

6. Prices, shipping costs, customs duties and taxes

6.1. The price of the Products on sale is that indicated on the Site at the time the order is placed by the Buyer. Product prices shown on the Site are in pound sterling and inclusive of the costs of standard packaging, VAT (where applicable), any applicable duties and for orders with a value higher than £50.00 (fifty pounds sterling), inclusive of shipping costs. For orders with a value lower than £50.00 (fifty pounds sterling), the purchase price is not inclusive of the shipping costs which will be calculated and advised to the Buyer before the order is placed. The Buyer agrees to pay the shipping costs to the Seller in addition to the price for the Product shown on the Site.

6.2. The total price payable to the Seller will be indicated in the order and set out in the Order Confirmation.

7. Payments

7.1. Payment for the Products purchased on the Site must be made before the Seller will ship the Product(s) to the Buyer.

7.2. Payments for orders placed on the Site, shall be paid for by credit card on the conditions provided below.

7.3. When payment is made by credit card, the Buyer will be transferred to a secure site and the credit card information will be communicated directly to N&TS GROUP Networks & Transactional Systems Group S.p.A., with its registered office in Mariano Comense (Italy), Via San Francesco 19, Como Chamber of Commerce registration number 2457673, the operator designated by the Seller to handle all such transactions. The data provided will be sent securely using SSL (Secure Socket Layer) 128 bit encrypted file transfer systems. Such data will remain inaccessible even for the Seller.

7.4. The invoice/tax records relating to the purchase will be sent to the Buyer (where legally required), in electronic format to the email address provided by the Buyer.

8. Buyer’s right to end the contract due to the Seller’s actions

8.1 The Buyer shall be entitled to end the contract for any of the reasons set out below, upon which the contract will end immediately and the Seller will provide the Buyer with a refund in full for any Products which have not been supplied. The reasons are:

8.1.1     the Seller has advised the Buyer about a change to the Product that the Buyer does not agree to (as per section 2.3);

8.1.2     the Seller has advised the Buyer about an error in the price or description of the Product;

8.1.3     there is a risk that supply and delivery of the Product may be significantly delayed because of events outside of the Seller’s control (as per section 15);

8.1.4     the Seller has suspended, or is going to suspend supply of the Products for technical reasons; or

8.1.5     the Buyer has a legal right to end the contract because of something that the Seller has done wrong.

8.2 If the Buyer ends the contract for one of the reasons set out in section 8.1, the Seller will be responsible for the costs associated with returning the Products.

9. Warranty

9.1 The Seller warrants that each Product (i) complies with the statements contained in any technical information provided to Buyer on the Site (ii) have been manufactured without manufacturing or material defects which render the Products unsuitable for the use for which products of the same type are normally used and (iii) are not lacking in any qualities essential for such use (the “Warranty”).

9.2 The Warranty shall apply on condition that:       

9.2.1 any alleged defect has been notified to the Seller as soon as possible but in any event within 24 months from the delivery date to a Consumer or, in the case of a sale to a Professional , within 12 months from the delivery date to a Professional;

9.2.2 adequate evidence of purchase is provided with the Product;

9.2.3 the defects are due to faulty manufacture or workmanship; and

9.2.4 the Product has been stored and used in accordance with all technical requirements or recommendations issued by the Seller.

10. What to do if there is a problem with the Product

10.1. If a Product does not comply with the Warranty (a "Faulty Product"), the Buyer has the right to reject the Product and cancel the contract. 

10.2. If the Buyer cancels the contract because of a Faulty Product within 30 days of delivery of the Product, the Buyer is entitled to claim a full refund of the price paid for the Product, including any delivery or returns costs.  As an alternative to a refund, the Seller may offer to the Buyer to repair or replace the Product. 

10.3. If the Buyer cancels the contract because of a Faulty Product within 6 months of delivery of the Product, the Buyer is entitled to a repair or replacement of the Faulty Product. If the Product cannot be repaired or replaced within a reasonable time, then the Buyer will be entitled to a refund, including delivery and returns costs, in most cases.

10.4. If the Buyer cancels the contract because of a Faulty Product after 6 months of delivery of the Product, the Buyer may be entitled to some money back.

10.5. To exercise its rights to reject the Faulty Product and cancel the contract, the Buyer must contact the Customer Contact Centre and send the form available in “My Orders” page of the Site clearly indicating the defect and/or non-conformity detected, along with the required documentation as indicated in the same form. Also, if the Faulty Product is/are Tyre(s) a copy of the Order Confirmation and/or the invoice must accompany the form. If the Faulty Product is Apparel, in addition to a copy of the Order Confirmation and/or the invoice, the Buyer will need to submit 3 photographs to accompany the form; 1 of the Apparel, 1 of the Apparel’s internal label and 1 of the actual defect detected on the Apparel and then follow the instructions provided by the Customer Contact Centre.

10.6 With regard to the Tyres, on receiving the form and related documentation, the Customer Contact Centre will contact the Buyer to arrange the logistics of collection of the Product(s) by the Seller’s appointed courier. The Buyer must make available to the courier a package containing both the Product(s) and a copy of the form previously sent by e-mail to the Customer Contact Centre, duly signed. Once the Product(s) has/have been received by the Seller and, quality control tests performed in order to assess whether the Product does not in fact conform with the Warranty, the Seller will send the Buyer communication in writing giving information on the next steps to be taken. Such communication shall not be deemed, in any case, as an acceptance of defects or lack of conformities of the Product.    

10.7. With regard to the Apparel, following receipt of the relevant documentation by the Customer Contact Centre and after having carried out the related quality checks, the Buyer will be provided with a communication by email to the address provided by the latter during the Site registration process or during the placement of the order. Where a complaint is accepted, the Customer Contact Centre will contact the Buyer to organize the collection of the Apparel, which collection will be performed by the Seller’s appointed courier. To this courier, the Buyer must make available a package containing both the Apparel and a copy of the complaint form previously sent by email to the Customer Contact Centre, duly signed.

10.8. Any refunds due to the Buyer for a Faulty Product will be paid by the Seller without undue delay and in any event no later than 14 (fourteen) days from the date that the Seller agrees that the Buyer is entitled to a refund, using the same means of payment used by the Buyer to purchase the Product. The Seller may withhold any refund until the Product has been returned to the Seller.

11. Right of cancellation

11.1 This section 11 applies to Consumers only.

11.2 The Consumer shall have the right to cancel any order for a Product without having to provide a reason or pay any penalty at any time, within 14 (fourteen) days from:

11.2.1 the day on which the Product is received by the Consumer or a person identified by the Consumer to take possession of it; or

11.2.2 if several Products on one order are delivered separately, from the date the last Product was received by the Consumer or a person identified by the Consumer to take possession of them.

11.3 To exercise the right of cancellation, the Consumer shall notify the Seller, before the deadline indicated in section 11.2 above, of his/her intentions, using the cancellation form by accessing the "My Orders" section of the Site or, if the Consumer is not a registered user, by accessing the “My Orders” section by clicking on the link set out in the Order Confirmation. As an alternative, the Consumer can send a notice of cancellation to the Consumer Contact Centre by email confirming his/her intention to exercise the right of cancellation before the deadline, as indicated under section 11.2.

11.4 Following the provisions of section 11.3, the Consumer will receive an email confirming the exercise of their cancellation right, and if he/she has already received the Product ordered, the instructions for collection of the Product(s) by the Seller’s express courier within the following 14 days.. The risks and direct costs of returning the Products, as well as the proof of this, will be borne by the Seller.

11.5 If the Consumer exercises their right to cancel within the 14 day cancellation period, the Seller shall refund all payments received from the Consumer, without undue delay and in any event no later than 14 days from the exercising of the right of cancellation. The Seller will make such refunds using the same means of payment used by the Consumer to purchase the Product. The Seller may withhold the refund until it has received the returned Products.

11.6 The Consumer is liable for any diminished value of the Products resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the Products. Therefore, if the returned Products are found to be used or damaged (for instance showing signs of wear, abrasion, nicks, scratches, deformation, decrease in the tread, etc.), not complete with all parts and accessories, unaccompanied by the instructions/notes/manuals supplied, the original packaging, the Consumer shall be accountable for the decreased value of the Product, and shall receive a refund equal to the residual value of the Product. For this reason it is highly recommended that Consumers do not handle the Product other than as strictly necessary to establish the nature, characteristics and functioning of the same, and
to retain the original packaging.

12. Intellectual Property Rights

12.1. The Buyer acknowledges that he/she is aware that all trademarks, names and other distinctive signs, including – without limitation – the “PIRELLI” letters and logo trademark, the “P ZERO™ VELO” trademark, the “SMARTNET™ Silica” trademark,  as well as any names, images, photographs, written text or graphics used on the Site or relating to, or shown on, the Products are and remain the exclusive property of Pirelli & C. S.p.A., Pirelli Tyre S.p.A. or their respective owners, as the case may be (jointly and severally, the “Owners”) with no rights arising on the part of the Buyer in relation to the same as a result of access to the Site and/or purchase of the Products.

12.2. Therefore, unless prior specific consent is granted in writing by the Owners, no contents of the Site can be wholly or partially reproduced, transferred using electronic or conventional means, modified or used for whatever purpose, unless permitted by mandatory provisions of statutory law.

13. Protection of Buyer’s Personal Data

13.1. In order to proceed with the registration process and to place an order the Buyer is required to provide certain personal details, such as the Buyer's name, address, mobile phone number, and at least one valid payment method (a credit card). The Buyer, hereby, acknowledges that the personal data provided in connection with the Buyer's use of Site or purchase of a Product, will be recorded and used by the Seller, as data controller, as well as by the company used by the Seller to allow the Buyer to make payments for the Products via the Site and, upon granting his/her consent, for any other activities as the case may be, in accordance with and subject to the applicable law.

13.2. The Buyer hereby declares and guarantees that the personal details provided during the registration and purchase process are truthful and accurate.

13.3. The Buyer is entitled, at any moment in time, to update and/or amend the personal data submitted to the Seller via the “My Account” section on the Site, which can be accessed after logging in.

13.4. For any further information on how the personal details of the Buyers are processed, please refer to the Privacy Policy carefully. 

14. Security

14.1. While the Seller takes all necessary precautions to protect personal data from being leaked, falsified, manipulated or used by unlawful third parties, due to the characteristics and technical limitations concerning the protection of electronic communications via the Internet, the Seller does not guarantee that the information or data viewed by the Buyer on the Site, even after the Buyer has provided relative login credentials, will not be accessible or viewable by unauthorised third parties.

14.2. Where data in relation to payments made by credit card are concerned, the Seller uses the services provided by N&TS GROUP Networks & Transactional Systems Group S.p.A. which adopts technological systems to guarantee maximum levels of reliability, security, protection and confidentiality for information transmitted over the web.

15. Events outside the Seller's control

15.1 The Seller shall not be liable for any failure to perform, or delay in performance of, its obligations under a contract with a Buyer that is subject to these Terms and Conditions, if such failure is caused by unforeseeable and/or natural events beyond its reasonable control, including, by way of example only, natural disasters, acts of terrorism, wars, riots, power cuts, general strike of public and/or private workers or strikes which restrict the operations of shippers and airline links.

15.2 If an event which is outside of the Seller's control takes place that affects the performance of the Seller's obligations:

a)         the Seller will contact the Buyer as soon as reasonably possible to notify the Buyer; and

b)         the Seller's obligations will be suspended and the time for performance of its obligations will be extended for the duration of the event. Where the event outside the Seller's control affects its delivery of Products to a Buyer, the Seller will arrange a new delivery date with the Buyer after the event is over, at the cost of the Seller, or the Buyer may end the contract and receive a refund.

16. Limitation of Liability

16.1 If the Seller fails to comply with these Terms and Conditions, the Seller is responsible for loss or damage that the Buyer suffers that is a foreseeable result of the Sellers breach of contract or its failure to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both parties knew that it might happen.

16.2 The Seller does not limit its liability for death or personal injury caused by the Sellers negligence or the negligence of its employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of the Buyer’s legal rights in relation to the Products including the right to receive Products which are: as described and match information supplied and any sample or model seen or examined by the Buyer; of satisfactory quality; fit for any particular purpose made known to the Seller and (for Consumers only) for defective Products under the Consumer Protection Act 1987.

16.3 If the Buyer uses the Products for any commercial, business or re-sale purpose the Seller will have no liability for any loss of profit, loss of business, business interruption or loss of business opportunity.

16.4 The aggregate liability of the Seller under the contract howsoever arising (subject to clause 16.2) shall not exceed the value of the sums paid for the Products by the Buyer.

17. Law and Disputes

17.1. These Terms and Conditions are governed and construed in accordance with English law and any other law which is mandatorily applicable to Consumers.

17.2. The Buyer and Seller agree that the courts of England and Wales will have exclusive jurisdiction. However, if the purchaser is a Consumer and he/she is a resident of a jurisdiction outside of England and Wales, he/she will be entitled to bring legal proceedings in the courts of England and Wales or the courts of the jurisdiction in which he/she is resident.

17.3. As an alternative to resolving disputes through the courts, the Buyer may, if it chooses, refer its complaint to:

(a) the Retail Ombudsman, which is an organisation authorised to resolve disputes between buyers and retailers (contactable at: https://www.theretailombudsman.org.uk/contact/  or +44 (0)20 3540 8063); or

(b) where possible, the European Online Dispute Resolution Platform (European ODR Platform) . The European ODR Platform is developed and managed by the European Council implementing Directive no. 2013/11/EU and Regulation (EU) no. 524/2013, to provide out-of-court solutions that are independent, impartial, transparent, simple, efficient, fast and low-cost ways of resolving domestic and cross-border disputes which arise from online sales or service contracts between a buyer residing in the EU and a professional residing in the EU by means of the intervention by an ADR entity (Alternative Dispute Resolution) providing such services, as seen in the list provided. For further information on the European ODR Platform, or to submit a complaint and start alternative termination procedures concerning the dispute relating to this contract, please use the following link: http://ec.europa.eu/odr. The Seller's email address to be reported to the European ODR Platform is as follows: compliance.uk@pirelli.com

18. Other important terms

18.1. The Seller may transfer its rights and obligations under these Terms and Conditions to another organisation. The Seller will inform the Buyer in writing if this happens and it will ensure that the transfer will not affect the Buyer’s rights under the contract. The Buyer may only transfer its rights or obligations under these Terms and Conditions to another person if the Seller agrees to this in writing.

18.2. This contract is between the Seller and the Buyer. No other person or organisation shall have any rights to enforce any of its terms except for the Owners.

18.3. Each of the sections of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining articles will remain in full force and effect.

18.4. If a party does not insist immediately that the other party does anything that it is required to do under these Terms and Conditions, or if a party delays in taking steps against the other in respect of a breach of this contract, that will not mean that a party does not have to do those things and it will not prevent the other party from taking steps against the defaulting party at a later date.

18.5. All implied terms, warranties and conditions are excluded from the contract to the fullest extent permitted by law.

18.6 Where the Buyer is a Consumer, the provisions of these Terms and Conditions are without prejudice to any rights that the Consumer may have under any applicable consumer protection legislation.

19. Professionals

19.1 The provisions of this section 19 shall only apply where the Buyer is a Professional.

19.2 The Terms and Conditions shall be amended as follows:

19.2.1   section 5.2 shall be deleted and replaced with the following wording:

While the Seller will use its reasonable endeavours to adhere to any agreed delivery date, the time of delivery of the Products shall not be of the essence.  The Seller shall not be liable to the Professional in damages or otherwise for any delay in delivery of the Products”.

19.2.2   section 5.3 shall be deleted and replaced with the words “not used”.

19.2.3   section 8.2 shall be deleted and replaced with the words “not used”.

19.2.4   section 10 shall be deleted in its entirety and replaced with the following wording:

“In order to make a claim for a defective Product, the Professional shall fill out a claim form in all its parts and notify the Seller by no later than the time period set out in section 9.2.1 by contacting the Customer Contact Centre and submitting the Product to technical examination by Pirelli's technicians. Where the Seller accepts such claim, it shall, at its sole option, only be required to:

            (a)        repair or replace, at its sole expense, the Product; or

(b)        grant to the Professional a price reduction based on the diminished use of the Product as a result of the defect, up to the maximum amount of the price paid by the Professional to the Seller for the Product or, where lower, the reimbursement paid by the Professional to its customer.”

19.2.5   section 11 shall be deleted in its entirety and replaced with the words “not used”.

19.2.6   section 17 shall be deleted in its entirety and replaced with the following wording;

“These Terms and Conditions are governed and construed in accordance with English law and the Parties agree that the courts of England and Wales will have exclusive jurisdiction.

19.3 The Professional shall not use, sell or otherwise make available to any third party any Products which show any obvious defects or which are known to the Professional to be, or likely to be, defective.

19.4 The contract formed in accordance with the Terms and Conditions constitutes the entire agreement between the Parties with regard to the Products and supersedes any previous negotiations, representations, warranties, proposals and agreements (whether written or oral).