The customer's attention is drawn in particular to the provisions of clause 10.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.3.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Delivery Location: has the meaning given in clause 5.2.
Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer's offer to buy the Goods, subject to these Conditions set out in clause 2.
Supplier: Pendle Bike Racks Limited (registered in England and Wales with company number 12701225).
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(e) A reference to writing or written includes email but not fax.
2. Placing an Order
2.1 The Customer must follow the onscreen prompts to place an order. Each Order is an offer by the Customer to buy the goods specified in the Order (Goods) subject to these Conditions
2.2 The Supplier’s order process allows the Customer to check and amend any errors before submitting their Order to the Supplier. The Customer must check the Order carefully before confirming it. The Customer is responsible for ensuring that their Order is complete and accurate.
2.3 After a Customer has placed an Order, they will receive an email from the Supplier acknowledging that they have received it, please note that this does not mean that the Customers Order has been accepted. The Suppliers acceptance of the Order will take place in accordance with clause 2.4.
2.4 The Suppliers acceptance of the Order takes place when The Supplier will confirm their acceptance to the Customer by sending them an email that confirms that the Goods have been dispatched (Dispatch Confirmation). The Contract between the Supplier and the Customer will only be formed when the Dispatch Confirmation has been sent.
2.5 If the Supplier is unable to supply the Goods for any reason, they will inform the Customer of this by email and will not process the Order. If the Customer has paid for the Goods, the Supplier will refund the amount in full including any delivery costs charged as soon as possible.
2.6 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations on the Suppliers Website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
3.1 The images and descriptions of the Goods on the Supplier’s site are for illustration purposes only and the actual Goods may differ slightly. Although the Supplier has made every effort to display the colours accurately, they cannot guarantee that the Customers computer’s display of the colours accurately reflect the colour of the Goods. The colour of the Customers Goods may vary slightly from those images.
3.2 Although the Supplier has made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on the Supplier’s website have a 2% tolerance.
3.3 The packaging of the Customers Goods may vary from that shown on images on the Supplier’s site.
3.4 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
4. Return and refund
4.1 The Customer may cancel the Contract and receive a refund, if they notify the Supplier as set out in clause 4.2 within 14 days of the Customers decision to cancel the Contract.
4.2 To cancel the Contract the Customer must email the Supplier at email@example.com or contact the Customer Services team by telephone on 03330 155 575 or by post to Unit 6 Pendle Industrial Estate, Southfield Street, Nelson, Lancashire, BB9 0LD. When emailing or writing to the Supplier, the Customer must include details of the Order to assist the Supplier in identifying it. If the cancellation notice is sent by email or post, the cancellation will be effective from the date that the Customer sends the email or posts the letter. For example, the Customer will have given notice to the Supplier in time as long as they get their letter into the last post on the last day of the cancellation period or email before midnight on that day.
4.3 If the Goods have been returned to the Supplier in accordance with this clause 4 because they are faulty or mis-described, the Supplier will refund the price of the Goods.
4.4 If Goods have been delivered to the Customer before they decide to cancel the Contract, then the Customer must return them to the Supplier without undue delay and in any event not later than 14 days after the day on which the Customer has notified the Supplier that they wish to cancel the Contract. The Goods can either be sent them back, to the Supplier or handed to the Supplier’s authorised carrier. Please see the Supplier’s Returns page here for the returns address, printable returns labels, information about the Supplier’s authorised carrier and how to arrange a return. If the Supplier has offered to collect the Goods from the Customer as advised in email correspondence, the Supplier will collect the Goods from the address to which they were delivered. The Supplier will contact the Customer to arrange a suitable time for collection.
5.1 The Supplier shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the contract number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
5.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) within 2 – 3 Business Days after the date of the Dispatch Confirmation. The Supplier shall cause the Goods to be delivered by a carrier chosen by the Supplier at its sole discretion, such carrier to be confirmed.
5.3 Delivery is completed once the Goods have been unloaded at the Delivery Location.
5.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.6 If the Customer fails to accept delivery of the Goods within three Business Days of the Carrier attempting to deliver them, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract the Supplier 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 the Customer for any shortfall below the price of the Goods
5.7 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6. International Delivery
6.1 The Supplier will deliver to the countries listed on this page (International Delivery Destinations). However, there are restrictions on some Goods for certain International Delivery Destinations, as a result the Customer is advised to review the information on that page carefully before ordering Goods.
6.2 If the Customer orders Goods from the Supplier’s site for delivery to one of the International Delivery Destinations, their order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that the Supplier has no control over these charges and cannot predict their amount.
6.3 The Customer will be responsible for payment of any such import duties and taxes and is advised to contact their local customs office for further information before placing an order.
6.4 The Customer must comply with all applicable laws and regulations of the country for which the Goods are destined. The Supplier will not be liable or responsible if the Customer breaks any such law.
7.1 The Supplier warrants that on delivery the Goods shall:
(a) conform in all material respects with their description; and
(b) be free from material defects in design, material and workmanship.
7.2 Subject to clause 7.3, if:
(a) the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 7.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
7.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 7.1 in any of the following events:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 7.2;
(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the Customer alters or repairs such Goods without the written consent of the Supplier;
(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 as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
7.4 Except as provided in this clause 7, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 7.1.
7.5 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.
7.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
8. Title and risk
8.1 The risk in the Goods shall pass to the Customer on completion of delivery.
8.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 8.4.
8.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's 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 the Supplier immediately if it becomes subject to any of the events listed in clause 11.1(b) to clause 11.1(d); and
(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer.
8.4 Subject to clause 8.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as the Supplier’s agent; and
(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
8.5 At any time before title to the Goods passes to the Customer:
(a) the Supplier may by notice in writing, terminate the Customer's right under clause 8.4 to resell the Goods or use them in the ordinary course of its business; and
(b) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
9. Price, Delivery Charges and Payment
9.1 The price of the Goods will be as quoted on the Suppliers website at the time the Customer submits their Order. The Supplier takes all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see Clause 9.5 for what happens if the Supplier discovers an error in the price of Goods ordered.
9.2 The Supplier may, by giving notice to the Customer at any time up to 30 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
9.3 The price of the Goods excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice. However, if the rate of VAT changes between the date of the Customers Order and the date of delivery, the Supplier will adjust the VAT that the Customer pays, unless you have already paid for the Goods in full before the change in VAT takes effect.
9.4 The price of the Goods does not include delivery charges. The Suppliers delivery charges are as advised during the check-out process, before the Customer confirms their Order. To check relevant delivery charges, please contact the Supplier.
9.5 The Supplier sells a large number of Goods through their site. It is always possible that, despite their reasonable efforts, some of the Goods on the site may be incorrectly priced. If the Supplier discovers an error in the price of the Goods ordered they will contact the Customer in writing to inform them of the error. The Supplier will give the Customer the option of continuing to purchase the Goods at the correct price or cancelling the Order. The Supplier will not process the Order until they have the Customers instructions. If the Supplier is unable to contact the Customer using the contact details provided during the order process, they will treat the order as cancelled and notify the Customer in writing. If the Supplier mistakenly accepts and processes the Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, the Supplier may cancel supply of the Goods and refund the Customer any sums they have paid.
9.6 The Supplier shall not be bound to deliver the Goods until the Customer has paid for them. The Supplier shall issue an invoice upon receipt of the Order, payment shall be due before the Goods can be delivered and time for payment shall be of the essence of the Contract.
9.7 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
9.8 The Customer shall pay for each Order at the time the Customer submits their Order.
9.9 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 11 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.9 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.10 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10. Limitation of liability
10.1 The Supplier has obtained product liability insurance cover in respect of its own legal liability for individual claims not exceeding £5 million per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
10.2 The restrictions on liability in this clause 10 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987.
10.4 Subject to clause 10.3, the Supplier's total liability to the Customer shall not exceed the total amount received by the Supplier for the Goods.
10.5 Subject to clause 10.3, the following types of loss are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
10.6 This clause 10 shall survive termination of the Contract.
10.7 Except as expressly stated in these Conditions, the Supplier does not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, the Supplier will not be responsible for ensuring that the Goods are suitable for your purposes.
11.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its 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;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
11.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 11.1(b) to clause 11.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
11.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
11.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
11.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
11.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
12. Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 months], the party not affected may terminate this agreement by giving 7 days' written notice to the affected party.
13.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
13.2 Entire agreement.
(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
13.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision of the Contract is deemed deleted under this clause 13.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the address specified in the Dispatch Confirmation.
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;and
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 6(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
13.7 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
13.8 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
13.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.