These Terms & Conditions replace all previous Terms & Conditions issued by Jim Walker & Co Ltd trading as i-ride.co.uk and come into effect immediately.
In these Conditions, the following definitions apply:
a) Conditions means the terms and conditions set out in this document as amended from time to time in accordance with condition 2(c),
b) Company means Jim Walker and Company Limited trading as i-ride.co.uk;
c) Contract means the contract between the Customer and the Company for the sale and purchase of the Goods comprising the Order and these Conditions.
d) Customer means the person or firm purchasing Goods under a Contract in accordance with these Conditions;
e) Goods means the goods (or any part of them) set out in the Order.
f) Order means the Customer's order for the Goods, as set out in the Customer's purchase order form.
1.2 ConstructionIn these Conditions, unless the context requires otherwise, the following rules apply:
(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 a party to the Contract and its personal representatives, successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes faxes and e-mails.
2 FORMATION OF CONTRACT
a) All orders from the Customer shall be treated by the Company as an offer to purchase, on these Conditions, the Goods set out in the Order.
b) The Order shall be deemed to be accepted on the earlier of:
(i) the Company issuing a written acceptance of the Order; and
(ii) the Company doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence.
(c) The Contract contains the entire agreement and understanding of the parties relating to the subject matter covered and supersedes all prior statements, representations, discussions, negotiations and agreements both oral and written. Each of the parties hereto acknowledges and agrees that in entering into a Contract, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to a Contract or not) other than as expressly set out in the Contract. For the avoidance of doubt, the terms and provisions of the Contract shall take precedence over any terms or representations appearing in any purchase order emanating from the Customer at any time. Nothing in this condition 2 (b) (iii) shall however operate to limit or exclude any liability for any fraudulent misrepresentation upon which the other party can be shown to have relied.
(d) No amendment of or addition to these Conditions shall be binding unless accepted by both the Company and the Customer in writing.
(e) Unless set out in these Conditions or in a written amendment from the Company to an Order, no terms, conditions or warranties put forward by the Customer or which might otherwise be implied by law or by custom shall form part of any contract between the Customer and the Company.
(f) Any amendment to an Order by the Customer, including any cancellation of the whole or part of it shall be a variation to the Contract, and accordingly shall only be effective if agreed in writing by the Company. No Order may be cancelled in whole or in part by the Customer except with the written agreement of the Company and the Customer shall indemnify the Company in full against all loss, costs, damages, charges and expenses incurred by the Company as a result of cancellation and the Company reserves the right to charge the Customer the full value of the order plus costs and charges (inc transportation and storage) and VAT, less any amounts already invoiced for Goods already delivered or, in the alternative and at the Company’s sole option, a handling charge of 20% of the price plus VAT for any cancellation or amendment in addition to amounts invoiced for goods already delivered. Orders can only be cancelled in writing and will not be accepted verbally over the telephone or in person with your rep.
a) Prices do not include packaging, freight, insurance, delivery charges, VAT or any other taxes or customs duties which may be payable in any country into which the items are imported unless otherwise stated in writing. Delivery charges shall be charged in addition save, in the case of mainland UK deliveries for Orders of trade value over £150 plus VAT where delivery shall be free of charge. Orders under £150 trade value are subject to a minimum carriage charge of £5.00, save that where an Order is placed via the website delivery shall be free of charge for Orders over £100,00 except that carriage for Orders of bicycles shall be charged at £10.00 per bike for non-stockists.
b) The prices quoted in the Company’s catalogue or set out online are accurate at the time of publication, but the Company reserves the right to increase such prices without notice. Prices are exclusive of any applicable VAT which the Customer shall also be liable to pay to the Company.
4 DELIVERY AND RISK
a) All delivery dates or periods quoted by the Company are estimates only and time shall not be of the essence in relation to such dates or periods. The Customer shall not be entitled to rescind the contract for failure to deliver the Goods by the estimated time.
b) The Goods shall be delivered ex works. Unless otherwise noted on the Order, the Company shall nominate a carrier and method of delivery.
c) The Customer shall inspect and report any fault in the Goods within 8 days of receipt. Unless the Company has received written notification from the Customer within such period, the Customer shall not be entitled to complain of any fault in the Goods (except in relation to latent defects) and will be deemed to have accepted the Goods in their condition at the time of delivery. Latent defects should be notified in writing to the Company within eight days of discovery of such defect, or within eight days of the date on which the defect could reasonably have been discovered.
e) Save as set out in condition 4(c) above, the Company shall have no liability whatsoever in respect of the Goods and in particular shall have no liability in respect of non-delivery, short delivery or damage in transit and accordingly, it is the Customer’s responsibility to arrange adequate insurance.
f) Where the Company is unable to fulfil the Order in full by the estimated delivery date, it may make partial shipments without liability for any failure to perform the contract.
g) Where Goods are to be delivered in instalments each delivery shall constitute a separate contract and if the Company fails to deliver any one or more instalments in accordance with the terms of the contract or the Customer claims that the Goods in any one or more instalments have not been delivered in accordance with the terms of the contract, the Customer shall not be entitled to treat the contract as a whole as repudiated.
h) The Customer shall be responsible for obtaining all necessary licences and permissions for the export and import of the Goods into the country of destination.
i) If the Customer does not take delivery of the Goods when tendered by the Company, the Customer shall be liable for any loss occasioned to the Company by its neglect or refusal to take delivery and also for such costs and expenses as the Company may incur in storing the Goods and, if applicable, re-delivering the same.
5 PASSING OF PROPERTY
a) Goods supplied by the Company shall remain the property of the Company until payment in full of all monies owing by the Customer to the Company in respect of any Goods under any Contract with the Customer has been received by the Company and until such time, the Customer shall hold the Goods as bailee for the Company and acknowledges the existence of a fiduciary relationship with the Company in respect of the Goods.
b) Notwithstanding that property in any Goods has not passed to the Customer, the Company shall be entitled to sue the Customer for the price of such Goods if not paid on the due date.
c) All Goods, property in which has not passed to the Customer, shall be kept stored on its premises separately from all other Goods in such a way that they can be readily identified as the Goods of the Company and shall be insured by the Customer with a reputable insurer for no less than the invoice value of such Goods and any proceeds of such insurance shall be held on trust for the Company.
d) The Company shall be entitled at any time to repossess Goods which remain the property of the Company and the Customer hereby grants to the Company, its agents and servants a licence to enter upon any premises where such Goods are stored or are reasonably thought to be stored for the time being for the purpose of repossessing the same and agrees to give the Company such assistance as the Company may require for such purpose.
e) Subject to condition 5 (f), 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:
(i) it does so as principal and not as the Supplier’s agent; and
(ii) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
f) If before title to the Goods passes to the Customer the Customer breaches the terms of the Contract or becomes subject to an insolvency event, then, without limiting any other right or remedy the Company may have:
(i) the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
(ii) the Supplier may at any time:(a) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and(b) 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.
a) The Customer acknowledges that the Company distributes Goods supplied by third parties who may from time to time impose their own terms and conditions in respect of any onward selling of the Goods and the Customer agrees to comply with any such terms and conditions as notified by the Company to the Customer from time to time.
b) In the context of online selling the Goods must be presented near products bearing well-known and prestigious trade marks or brands on the Customer's site (the "Internet Site"). The Company will inform the Customer if it believes the relevant Internet Site presents products which would impair the position of the Company's brands or the brands of the Goods and the Customer will have 14 days to remedy to the satisfaction of the Company or otherwise will remove the Goods from the Internet Site.
c) When reselling the Customer must not show the Products in a discount environment or on auction websites (including but not limited to eBay) or a third party websites (including but not limited to websites such as Amazon) without the Company's prior written consent, notwithstanding that the Customer is free to set the price of the Goods at all time.
7 PAYMENT TERMS
a) Subject to any special terms agreed in writing between the Customer and the Company, the Company may invoice the Customer on or at any time after delivery of the Goods unless they are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods in which case the Company may invoice the Customer for the price at any time after the Company has notified the Customer that the Goods are ready for collection or the Company has tendered delivery of the Goods.
b) Unless other written terms apply, all sums shall be payable within 30 days of receipt of the Company’s invoice without deduction. All amounts shall be paid in pounds sterling by cleared cheque, irrevocable letter of credit drawn upon a bank acceptable to the Company, bill of exchange, bank transfer or bankers draft, without deduction or set-off, save for credit notes.
c) If any amounts owing from the Customer to the Company are overdue or outside the payment terms, any discounts or benefits the Customer may have been given by the Company will cease to apply.
d) Interest shall be due on all overdue payments both before and after judgement at the rate of 4% per month during the period of default until such time as payment in full is received by the Company (as an alternative and without prejudice to the Company’s statutory rights).
e) Where any sum payable by the Customer to the Company remains unpaid in breach of these Conditions the Company shall be entitled to suspend delivery of any Goods contracted to be supplied until such time as the said sum has been paid in full together with interest. The time for payment of the price shall be of the essence of the Contract and the Company shall be entitled to recover the price even though delivery may not have taken place and the property in the Goods has not passed to the Customer.
8 WARRANTY AND LIABILITY
a) Where any valid claim based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with its returns procedure set out in condition 4 (c), the Company may at its option grant the Customer a credit at the price at which the Goods were invoiced or to repair or replace the defective Goods (or relevant part) with all reasonable despatch provided that in all cases the allegedly defective Goods are promptly returned to the Company by the Customer carriage paid and have been found after examination by the Company to be defective in accordance with its returns procedure.
b) The Company shall have no liability under condition 8(a) above to the extent that the defect in the Goods has been caused or contributed to by the Goods having been stored, used or maintained otherwise than in compliance with any specifications laid down by the Company or the Goods being used other than for the purpose intended, or the Customer having performed or permitted to be performed any maintenance or repair of or alteration to the Goods.
c) The Goods shall comply with all legal requirements imposed in the United Kingdom but no responsibility is accepted by the Company in relation to compliance with laws and regulations of countries outside the United Kingdom.
d) Save as set out in condition 8(a) above, the Company shall have no liability whatsoever to the Customer arising out of or in connection with the sale or supply of Goods by the Company to the Customer whether for direct, indirect, consequential or any other type of loss and whether the same shall have been caused by the negligence, misrepresentation or other tort of the Company or by any breach or non-performance by the Company of the contract with the Customer and all conditions, warranties or other terms that are express or implied by law or otherwise inconsistent with this condition 8 are hereby excluded, provided always that nothing in these conditions shall exclude the liability of the Company for death or personal injury caused by its negligence or for any fraudulent pre-contractual misrepresentations.
e) The Customer shall notify the Company of any claim, action, demand or other proceeding of which it may become aware alleging that the Goods or any part of the Goods infringe any patent, copyright, registered design, design right or other intellectual property right but shall not without the prior written consent of the Company take any steps to defend, compromise or settle any such claim, action, demand or proceeding.
f) The Customer shall indemnify the Company against all claims, losses, costs and expenses made against or suffered by the Company arising from or incurred by reason of any loss, injury or damage suffered by a third party and arising out of use of the Goods.
a) The Company shall have no liability to the Customer for any delay or failure in performance to the extent that any such delay or failure arises from causes beyond the control of the Company including but not limited to fire, floods, acts of God, acts or regulations of any governmental or supranational authority, war, riot, strike, lockouts and industrial disputes.
b) No delay by the Customer or the Company in enforcing any of the Conditions will affect or restrict such party’s rights or powers arising under the Contract.
c) No waiver of any term of the Contract will be effective unless made in writing.
d) If at any time any provision of the Contract is found to be illegal, unenforceable or invalid in whole or in part the remaining portions of such provisions and other provisions of the Contract shall continue to be binding and in full force and effect.
e) A person who is not a party to the Contract shall not have any rights under or in connection with it.f) The Contract, and any issues or disputes arising out of or in connection with it (whether such disputes are contractual or non-contractual in nature, such as claims in tort, for breach of statute or regulation, or otherwise) shall be governed by and construed in accordance with the laws of England, and shall be subject to the exclusive jurisdiction of the English courts.