Cyclehoop

Cyclehoop Terms and Conditions of Sales
GENERAL
1.1 In these Conditions:
1.1.1 the following expressions shall have the following meanings:
“Buyer” the individual firm company or other party from whom an Order
to Supply Goods and/or provide Services is received by the Seller.
“Conditions” the standard terms and conditions of sale of the Seller as
set out in these terms and includes any additional terms and conditions of
sale agreed in Writing by the Seller.
“Contract” a contract for the Supply of Goods and/or provision of
Services by the Seller to the Buyer whether made verbally or in Writing.
“Date of Delivery” the date on which delivery of the Goods or Services
takes place pursuant to Condition 6.
“Goods” the goods, articles or items which the Seller is to supply under
the Contract.
“Hazards” any underground services, hazards and impediments to
reasonable digging conditions
“Order” an order placed by the Buyer for the Supply of Goods and/or
provision of Services whether verbally or in Writing.
“Seller” Cyclehoop Limited..
“Services” the work, installation, maintenance, services or any of them to
be provided and where necessary delivered by the Seller pursuant to the
Contract.
“Site” the premises or location nominated by the Buyer where Goods are
to be delivered or Services provided by the Seller.
“Writing” includes facsimile transmission, electronic mail and other
comparable means of communication.
2. ORDERS, ACKNOWLEDGMENTS, CONDITIONS AND VARIATIONS
2.1 Notwithstanding that the Seller may have given a detailed quotation or
estimate either verbally or in Writing no Order shall be binding on the Seller
unless and until it has been acknowledged in Writing by the Seller.
2.2 These Conditions are incorporated in the Contract and contain the entire
obligations between the Seller and the Buyer. In the case of any
inconsistency between any letter or quotation incorporating or referring to
these Conditions and any Order, letter or form of contract sent by the
Buyer to the Seller, whatever may be their respective dates, the provisions
of these Conditions shall prevail.
2.3 These Conditions apply to all the Seller’s sales and any variation to these
Conditions and any representations about the Goods and the Services shall
have no effect unless expressly agreed in Writing by the Seller.
3. DESCRIPTION
3.1 The description of the Goods and/or Services shall be set out in the
Seller’s quotation.
3.2 Any figures, statements, descriptions, illustrations, photographs,
drawings, weights or any other matters contained in the Seller’s
catalogues, pamphlets, price lists or advertising literature are not
guaranteed to be accurate and are intended merely to represent a general
picture of the Seller’s products and services and shall not form part of the
Contract nor be regarded as a warranty or representation relating to the
Goods.
3.3 If the Buyer wishes to order Goods in accordance with a particular grade
or specification this should be stated in the Buyer’s Order and any
accompanying drawings, but in any event the Seller reserves the right at
any time without notice to the Buyer to change or modify the particulars of
any specifications, description, design, drawing, illustration and/or
particulars of any goods or materials used in their manufacture and to
supply the Goods as so modified or substitute similar goods of equivalent
type.
3.4 The Seller and its servants and agents give no representations as to the
condition of the Goods, their fitness for purpose or the measurements or
specifications of any Goods unless it is confirmed in Writing by the Seller.
4. DESIGNS, BUYER’S PROPERTY AND INTELLECTUAL PROPERTY
4.1 No right of ownership or interest in the Seller’s patents, registered
designs, trade marks, copyrights or any other intellectual property owned
by the Seller shall pass in any way to the Buyer in relation to the Goods or
Services provided under these Conditions. The Seller gives no warranties
or representations in relation to the Seller’s patents, registered designs,
trade marks, copyrights or any other intellectual property and, in
particular, does not warrant or represent that any registered patents,
registered designs, trade marks, copyrights or any other intellectual
property are valid or will remain registered
4.2 Where Goods are made or supplied to the Buyer’s own specification,
pattern or design or where standard goods of the Seller are altered in
accordance with the Buyer’s instructions the Buyer warrants and
undertakes full responsibility not only for the suitability and fitness of the
specification, pattern or design but also that such specification, pattern or
design does not infringe any patent, trade mark, registered design,
copyright or any other proprietary right of any third party and the Buyer
shall indemnify and keep the Seller indemnified in full against any loss,
damage or expense whatsoever (including costs) which the Seller may
incur in or arising from the performance of the Contract by reason of any
infringement of any such patent, trade mark, registered design, copyright
or any other proprietary right and the Buyer acknowledges that the Seller
shall be under no liability of any description to the Buyer if the Goods prove
to be unsuitable for whatever reason for application or use.
4.3 The Seller shall have a general lien on all the Buyer’s property in the Seller’s
possession for all sums due at any time from the Buyer and shall be
entitled to retain possession of, use, sell or dispose of such property as
agent for and at the expense of the Buyer and apply the proceeds in and
towards the payment of such sums on 28 days notice in Writing to the
Buyer. On accounting to the Buyer for any balance remaining after payment
of any sums due to the Seller and the costs of sale or disposal, the Seller
shall be discharged of any liability whatsoever in respect of the Buyer’s
property.
5. QUOTATIONS AND PRICE
5.1 The Seller’s quotations shall be valid for 30 working days from the date of
quotation and are provisional in so far as they are subject to alteration by
reference to any changes in the price of raw materials, any item to be
acquired by the Seller from a third party, rates of wages, other costs of
production, the conditions of the Site for the provision of the Services and
any other circumstances beyond the Seller’s control taking place between
the date of the quotation and the Buyer’s placing of an Order in respect
thereof. For the avoidance of any doubt, prices are subject to correction
in the event of errors or omissions.
5.2 The Seller shall be entitled to adjust the Contract price of the Goods and/or
Services whether before or after the making of the Contract in the event
of any variation in the cost to the Seller of supplying the same or any part
thereof caused by:
5.2.1 any increase in the cost of materials or services required by the Seller for
the completion of the Contract; or
5.2.2 any increase in wages or production and manufacturing costs, taxes,
duties and other overheads; or
5.2.3 any other reason whatsoever beyond the control of the Seller including (but
without prejudice to the generality of the foregoing) fluctuations in
exchange rates between monetary currencies the action of any
government or any other authority or any labour problems.
5.3 The Seller shall be entitled to adjust the Contract price of the Goods and/or
Services whether before or after the making of the Contract in the event
that the Seller becomes aware of facts or circumstances which give rise
to the need for the Seller to supply additional Goods and/or Services.
5.4 Unless otherwise stated, the price set out in the Seller’s quotation shall be
exclusive of any value added tax, insurance, packaging, cost of carriage to
the contracted place of delivery, cost of off-loading and installation of the
Goods (which for the avoidance of doubt shall be at the Buyer’s sole risk
and expense) and any additional charges incurred by the Seller including
but not being limited to congestion charges, parking charges, local
authority licences and charges for skip and plant hire.
6. DELIVERY
6.1 Delivery of Goods shall be deemed to be effected by the Seller, where
Goods are delivered by the Seller, when the same arrive prior to unloading
at the Site or at the nearest accessible road point to such Site, where
Goods are delivered by an independent carrier, at the time of loading onto
the carrier’s vehicle, where Goods are collected by or on behalf of the
Buyer by its servants or agents, when the same are collected or in the
case of Services shall be deemed to be delivered at the time of completion
by the Seller of the Services.
6.2 Whilst the Seller will make every reasonable effort to complete the
Contract by the Date of Delivery such date or dates shall only constitute
the times by which the Seller expects to effect such delivery and if no time
is agreed delivery and/or provision will be within a reasonable time but the
time for performance of the Contract by the Seller shall not be of the
essence of the Contract, the Seller’s failure to so deliver and/or provide by
the due date or dates shall not constitute a breach of Contract and the
Seller shall not in any circumstances be responsible for any direct or
consequential loss or damage of any kind whatsoever.
6.3 The Buyer shall ensure that, where Goods and/or Services are to be
delivered by the Seller and/or its servants or agents, full and adequate
access to the place of delivery and sufficient unloading facilities are
provided so that the Seller and/or its servants or agents may complete the
delivery and perform the Services.
6.4 Neither of the parties shall be responsible to the other for any delay in
performance or non-performance due to any causes beyond the
reasonable control of the parties, but the affected party shall promptly
upon the occurrence of any such cause so inform the other party in
Writing, stating that such cause has delayed or prevented its performance
under the Contract and thereafter such party shall take all action within its
power to comply with the terms of the Contract as fully and promptly as
possible.
6.5 If the Buyer fails to take delivery of the Goods for any reason on the Date
of Delivery, the Buyer shall pay the Seller for any re-delivery required by the
Buyer.
7. SUSPENSION AND CANCELLATION
7.1 If the Buyer requires cancellation of the Contract this will only be accepted
at the sole discretion of the Seller and unless otherwise agreed in Writing
only upon condition that any costs, charges or expenses (both direct and
consequential) incurred by the Seller up to the date of cancellation and the
value of all loss or damage (both direct and consequential) incurred by the
Seller by reason of such cancellation will be reimbursed by the Buyer to the
Seller forthwith. Acceptance by the Seller of any cancellation by the Buyer
will only be binding upon the Seller if it is made in Writing.
7.2 The Seller shall suspend the performance of the Contract on receipt of a
request in Writing from the Buyer but shall only do so for a period not
exceeding 28 days and the Buyer shall reimburse the Seller for all storage
charges and other additional costs the Seller incurs thereby and such
costs shall be added to and form part of the price for the Goods. If such
suspension shall continue for a period of more than 28 days then the Seller
may terminate the Contract and the rights and liabilities of the parties shall
be the same as if the Contract had been cancelled in accordance with the
provisions of Condition 7.1.
8. TERMS OF PAYMENT
8.1 Save where the Seller has otherwise agreed in Writing payment of the price
of the Goods and/or Services is due 30 days from the date on which the
Goods and/or Services were delivered or deemed to be delivered and the
time for payment shall be of the essence.
8.2 No payments shall be deemed to have been received until the Seller has
received cleared funds. All payments payable to the Seller under the
Contract shall become due immediately on termination of this Contract
despite any other provision.
8.3 The Buyer shall not be entitled to withhold payment of any amount due to
the Seller by reason of any disputed claim by the Buyer in connection with
the Contract nor shall the Buyer be entitled to set off against any amount
payable under the Contract to the Seller any amount which is not then due
and payable by the Seller or for which the Seller disputes liability.
8.4 If the Buyer fails to pay the Seller any sum due pursuant to the Contract
the Buyer will be liable to pay interest to the Seller on such sum from the
due date for payment at the annual rate of 4% above the base lending rate
of National Westminster Bank plc, accruing on a daily basis until payment
is made, whether before or after any judgment. The Seller is also entitled,
at its discretion, to levy an additional charge which may be incurred by the
Seller as a result of the Seller pursuing the Buyer for payment
8.5 The Seller may suspend or close the credit account with the Buyer
immediately if the Buyer fails to comply with the terms and conditions
relevant to its credit account;
8.6 If the Buyer pays all or part of its credit account with a cheque and the
cheque is dishonoured, the Seller reserves the right to debit the Buyer’s
credit account with any charge levied by the Seller’s bankers and/or any
other third party in respect to the handling of the dishonoured cheque
8.7 Where the Seller agrees for the Buyer to pay for the Goods and/or
Services by instalments, any delay or default in making payment of one (or
more) instalment(s), will render all remaining instalments due and payable
together with interest in accordance with Conditions 8.4.
9. INSTALLATION, MAINTENANCE AND/OR PROVISION OF SERVICES
9.1 When the Contract includes provision of Services by the Seller, the Seller
will supply all necessary personnel and tools for the provision of the
Services according to the details specified in its quotation.
9.2 Where Services are to be provided under Condition 9.1, unless otherwise
agreed the Buyer will be responsible for (as appropriate):
9.2.1 all necessary preparation of the Site including, but not being limited to, all
work to buildings, foundations, supporting structures and fixing points;
9.2.2 the proper unloading, safe-keeping and insurance of the Goods from the
time of delivery;
9.2.3 the provision of scaffolding, lifting and any other equipment (excluding
tools) to allow or assist the Seller to provide the Services;
9.2.4 any other matter not included in the Seller’s quotation but required to
enable the Seller to provide the Services;
9.2.5 giving the Seller access to and possession of the Site at such time and in
such state as may enable it to complete the provision of the Services within
any agreed time limit;
9.2.6 the removal of all debris and surplus materials from the Site at its sole cost
and expense
9.3 The Buyer acknowledges that the Seller may not be able to perform the
Services unless the Buyer has complied with its obligations under
Condition 9.2. If the Buyer fails to provide all or any of the items referred
to in Condition 9.2 when the Seller reasonably requires them or to its
reasonable satisfaction, then the Seller may in its discretion and at its sole
option either arrange for the provision of such item or items as it may
require and charge such expense as may be incurred in providing such
item or items to the Buyer or invoke the provisions of Condition 9.4
below.
10. BUYER’S WARRANTIES
10.1 The Buyer warrants that:
10.1.1 where the Goods are to be installed and/or the Services are to be
performed in or at the premises of any third party it has full and proper
authority for the Seller to enter the premises of that third party to install
the Goods and/or perform the Services and undertakes with the Seller to
inform it forthwith in the event of any suspension or termination of that
authority;
10.1.2 the installation of the Goods and/or the provision of the Services will not
contravene any statutory provisions, for the avoidance of doubt including,
but not limited to, relevant Highways legislation and will not infringe any
third party rights;
10.1.3 it has obtained all relevant licences and consents to allow for the Seller to
perform the Services and it has complied with all requirements applicable
to the Goods;
10.1.4 it has carried out a full inspection of the areas on which the Seller is
performing the Services and has arranged for the preparation where
appropriate of all necessary risk assessments, method statements and
relevant drawings, including, but not limited to, underground service
drawings;
10.1.5 it has taken all reasonable precautions to procure that all areas on which
the Seller is performing the Services are safe and without risk to health;
10.1.6 it has made such enquiries as are reasonable to ensure that all areas on
which the Seller is performing the Services are free from latent defects and
agrees to full indemnify the Seller against all and any claims which arise
from any subsequent discovery of a latent defect on such area;
10.1.7 it will enable the Seller to deliver the Goods and/or perform the Services
on the Date of Delivery and time shall be of the essence in this regard;
10.1.8 the Goods are sufficiently suitable and fit for the purposes which the Buyer
intends;
10.1.9 the installation, use and operation of the Goods comply, both before and
after installation and during operation, with all relevant legislation including
but not being limited to health and safety legislation
10.1.10 Where the Buyer provides any piece or pieces of equipment for the
installation and/or operation of the goods or which is ancillary to and/or
for use in connection with the Goods, the use of such piece or pieces of
equipment is fit for purpose and does not adversely affect the suitability or
fitness for purpose of any additional goods supplied and installed.
10.2 The Buyer shall indemnify and hold the Seller and its offices, directors,
employees and agents harmless against any claims, demands, liability,
direct loss and/or damage including legal fees, arising from:
10.2.1 any misrepresentation and/or breach by the Buyer of the warranties
contained in Condition 10; and/or
10.2.2 without prejudice to the foregoing any breach by the Buyer of any of these
Conditions.
11. ADDITIONAL GOODS/SERVICES
11.1 Where the Buyer requires Goods and/or Services to be provided in addition
to those set out in the Contract but as a part of the Contract, the Buyer
shall place an Order in Writing therefore and upon acceptance in Writing by
the Seller of such Order the provisions of these Conditions shall apply to
those additional Goods and/or Services.
12. TITLE TO GOODS
12.1 Until payment in full of all monies due and owing by the Buyer to the Seller
on any account whatsoever has been received full legal and beneficial
ownership of the Goods shall be retained by the Seller notwithstanding that
the risk in the same shall pass to the Buyer at the time of delivery.
12.2 Until payment in full of all monies due and owing by the Buyer to the Seller
on any account whatsoever has been made the Buyer shall hold the Goods
supplied in a fiduciary capacity and as bailee of the Seller and shall at all
times take proper care of the same and will not obliterate any identifying
mark on the Goods or their packaging and will keep the Goods separate
from any other goods and in such manner that they may be clearly
identified as belonging to the Seller.
12.3 Subject to Conditions 12.4 and 12.5, the Buyer shall be at liberty to sell
the Goods supplied in trust to pay to the Seller such sums to which it is
entitled under the provisions of the Contract provided that the sums due to
the Seller shall be kept separate from any moneys of the Buyer and/or any
third party; any sale shall be effected in the ordinary course of the Buyer’s
business at full market value; and any such sale shall be a sale of the
Seller’s property on the Buyer’s own behalf and the Buyer should deal as
principal when making such a sale. Notwithstanding the provisions of this
Condition 12.3, the Buyer may retain from the proceeds of such sale any
sum in excess of the sum or sums to which the Seller is entitled under the
Contract or any other Contract between the Seller and the Buyer.
12.4 The Seller may at any time revoke the Buyer’s conditional power of sale
contained in Condition 12.3 by giving 24 hours’ prior notice in Writing of
such revocation and without notice in the event of the Buyer being in
default for longer than 14 days in the payment of any sum whatsoever due
to the Seller from the Buyer (whether in respect of the Goods and/or
Services which are the subject of the Contract or in respect of any other
Contract between the Seller and the Buyer) or if the Seller has bona fide
doubts as to the solvency of the Buyer.
12.5 The Buyer’s right of possession of the Goods and conditional power of sale
contained in Condition 12.3 shall automatically cease if:
12.5.1 a receiver or administrative receiver is appointed over the whole or any
part of the assets or the undertaking of the Buyer or a winding up order is
made against the Buyer or the Buyer goes into voluntary liquidation (except
solely for the purpose of reconstruction or amalgamation) or calls a
meeting or makes any arrangement with its creditors or becomes subject
to an administration order or commits any act of bankruptcy; or
12.5.2 the Buyer pledges or in any way charges by way of security for
indebtedness the whole or any part of the Goods.
12.6 Should the Contract require the installation of the Goods at or in the
premises of any third party, the Buyer shall notify the third party before
installation begins of the terms of this Condition 12 and obtain the
acknowledgement in Writing of the third party (sending a copy thereof to
the Seller) that the third party has noted the terms of this Condition 12 and
concedes the rights of the Seller under it as if the Contract was made by
the third party directly with the Seller.
12.7 The Seller will have the right to maintain an action against the Buyer for the
price of the Goods notwithstanding that property in the Goods has not
passed.
12.8 The Buyer grants the Seller, its agents and employees an irrevocable
licence at any time to enter the premises where the Goods are or may be
stored with or without vehicles in order to recover them where the Buyer’s
right to possession has terminated. On termination of the Contract,
howsoever caused, the Seller’s (but not the Buyer’s) rights contained in this
Condition 12 shall remain in effect.
13. RISK AND INSURANCE
13.1 The risk in the Goods and Services shall pass to the Buyer at the time of
delivery as provided for in Condition 6. The Services shall be deemed to
be delivered at the time of completion by the Seller of the Services.
13.2 Notwithstanding the reservation of title contained in Condition 12, the
Buyer shall insure the Goods and/or any products made wholly or partly
therefrom and/or all areas on which the Services are being rendered for
the full amount of the price payable under the Contract with an insurance
office of repute from the time of delivery of the Goods until the date title in
the Goods passes to the Buyer pursuant to Condition 12.1 or practical
completion of the Services has taken place and procure that the interest
of the Seller as the owner of the Goods and/or performer of the Services
is noted on the policy of such insurance and produce such policy to the
Seller for inspection on demand.
13.3 This insurance will cover any pubic liability claims and damages that may
arise from the Goods in the public realm.
14. FORCE MAJEURE
14.1 The Seller reserves the right to defer the date of delivery or to cancel the
Contract or reduce the volume of the Goods ordered by the Buyer (without
liability to the Buyer) if it is prevented from or delayed in the carrying on of
its business due to circumstances beyond the reasonable control of the
Seller including, without limitation, acts of God, governmental actions, war
or national emergency, riot, civil commotion, fire, explosion, flood,
epidemic, lock-outs, strikes or other labour disputes, provided that, if the
event in question continues for a continuous period in excess of 60 days,
the Buyer shall be entitled to give notice in Writing to the Seller to terminate
the Contract.
15. TERMINATION
15.1 Without prejudice to any other rights or remedies which the parties may
have, the Seller may at its option terminate the Contract and/or suspend
the performance of the Contract if:
15.1.1 the Buyer commits a breach of any of the terms of the Contract and (if
such a breach is remediable) fails to remedy that breach within 30 days of
being notified in writing of the breach; or
15.1.2 the Buyer suspends, or threatens to suspend, payment of its debts or is
unable to pay its debts as they fall due or admits liability to pay its debts;
or
15.1.3 the Buyer has a bankruptcy order made against him or makes an
arrangement or composition with its creditors, or otherwise take the
benefit of any statutory provision for the time being in force for the relief
of insolvent debtors, or (being a company) convenes a meeting of creditors
(whether formal or informal), or enters into liquidation (whether voluntary or
compulsory) except a solvent voluntary liquidation for the purpose only of
reconstruction or amalgamation, or has a receiver and/or manager,
administrator or administrative receiver appointed over its undertaking or
any part thereof, or documents are filed with the court for the appointment
of an administrator of the Buyer or notice of intention to appoint an
administrator is given by the Buyer or its directors , or a resolution is
passed or a petition presented to any court for winding up of the Buyer or
for the granting of an administration order in respect of the Buyer or any
proceedings are commenced relation to the insolvency or possible
insolvency of the Buyer; or
15.1.4 the Buyer ceases or threatens to cease to carry on its business
16. GENERAL
16.1 If at any time any one or more of the provisions or part thereof of these
Conditions becomes or is invalid, illegal or unenforceable in any respect
under any law or is held by a court to be invalid, illegal or unenforceable,
the validity and enforceability of the remaining provisions hereof shall not
in any way be affected or impaired thereby.
16.2 These Conditions and each and every Contract made pursuant to them
shall be governed by and construed in all respects in accordance with the
laws of England and the Seller and the Buyer hereby agree to submit to the
non-exclusive jurisdiction of the English Courts.
16.3 Any notice required or permitted to be given by either party to the other
under these Conditions shall be in Writing addressed to that other party at
its registered office or principal place of business or such other address
as may at the relevant time have been notified pursuant to this provision to
the party giving the notice. Notices shall be deemed to have been
received:
16.3.1 if sent by pre-paid first class post, two days (excluding Saturdays, Sundays
and bank and public holidays) after posting (exclusive of the day of
posting); or
16.3.2 if delivered by hand, on the day of delivery; or
16.3.3 if sent by fax, on a working day prior to 4.00pm, at the time of
transmission and otherwise on the next working day.
16.4 No waiver by the Seller of any breach of any provision of the Contract by
the Buyer shall be considered as a waiver of any subsequent breach of the
same or any other provision and the Seller shall not be prejudiced by any
forbearance or indulgence granted by it to the Buyer.
16.5 The parties do not intend that any term of the Contract shall be enforceable
by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person
that is not a party to it
16.6 The Seller may assign the Contract or any part of it to any person, firm or
company. The Buyer shall not be entitled to assign the Contract or any part
of it without the prior written consent of the Seller
16.7 The Buyer acknowledges and agrees that details of the Buyer’s name,
address and payment record may be submitted to a credit reference
agency and personal data will be processed by and on behalf of the Seller
16.8 Nothing in the Contract is intended to, or shall be deemed to, constitute a
partnership or joint venture of any kind between any of the parties, nor
constitute any party the agent of another party for any purpose. No party
shall have authority to act as agent for, or to bind, the other party in any
way.
Cyclehoop Ltd. Company Reg No. 6537532
eOffice, 20 Broadwick Street, London W1F 8HT
www.cyclehoop.com
Tel 0845 888 9557 Fax +44 (0)20 8658 3888 Email info@cyclehoop.com