Terms of Sale
1.1 These Terms and Conditions shall apply to the purchase of the goods detailed overleaf (“Goods”) by you (“Buyer”) from Karbon Kinetics Ltd., Unit 30 Barwell Business Park, Chessington, KT9 2NY a company registered in the United Kingdom under number 4357956 (“Seller”) and to the payment of this invoice. No other terms and conditions shall apply to the sale of the Goods or to this invoice unless agreed upon in writing between the Buyer and Seller.
1.2 The essence of these Terms and Conditions remains the same as those included with the Seller’s quotation. The tense has been altered to reflect the inclusion of these Terms and Conditions in an invoice.
2.1 A “business day” means any day other than a Saturday, Sunday or bank holiday.
2.2 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
2.3 Words imparting the singular number shall include the plural and vice-versa.
3.1 The description of the Goods are as set out in the Seller’s website www.gocycle.com and confirmed in the quotation and this invoice. In accepting this quotation the Buyer has acknowledged that it does not rely on any other representations regarding the Goods save for those made in writing by the Seller. No descriptions of the Goods set out in the Seller’s website www.gocycle.com shall be binding on the Seller and are intended as a guide only.
3.2 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
3.3 The intended use and specification of the Goods relates to an electric bicycle and accessories developed in accordance with the requirements outlined in the City Bicycle Standard EN 14764:2005 and the Electric Bicycle Standard EN 15194 and is intended as a power-assisted bicycle for sensible use by physically competent consumers. Goods have been developed and designed for commuting usage and/or simple riding in fair weather, at speeds relevant to safe and appropriate travel in an urban or suburban environment and in accordance with Sellers’s published guidelines, including but not limited to information contained in technical specifications, owner’s manuals, assembly and operation guides, service communications, training, and media accessible from www.gocycle.com.
3.4 Seller makes no representation or claim as to the legality of the importation or reimportation of Goods into any country or region outside of the United Kingdom and expressly disclaims any and all liability from such importation or re-importation or the use of any Goods so acquired.
4.1 Subject to sub-Clause 4.2, the price (“Price”) of the Goods shall be that detailed in the quotation, accepted by the Buyer and confirmed in this invoice.
4.2 Any increase in the cost of the Goods to the Seller due to any factor beyond the Seller’s control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, shall be reflected in this invoice in accordance with the Sellers right to increase the Price prior to delivery.
4.3 Any increase in the Price under sub-Clause 4.2 shall only take place upon the Seller informing the Buyer of the increase in writing.
4.4 The Price is exclusive of fees for packaging and transportation / delivery unless stated otherwise on the invoice.
4.5 The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority unless stated otherwise on the invoice.
5. Basis of Sale
5.1 The quotation constitutes written acceptance and confirmation by the Seller of the Buyer’s order for the Goods.
5.2 The quotation is a contractual offer to sell the Goods which the Buyer has accepted. The Seller and the Buyer have entered into a contract for the sale of the Goods.
6.1 The Buyer shall pay the Price stated in this invoice within 7 days of the date of this invoice or otherwise in accordance with any credit terms agreed between the Seller and the Buyer.
6.2 Payment must be made by the Buyer notwithstanding that delivery may not have taken place and / or that the property in the Goods has not passed to the Buyer.
6.3 If the Buyer fails to make payment within the period in sub-Clause 6.1, the Seller shall suspend any further deliveries to the Buyer, cancel any pending orders from the Buyer and charge the Buyer interest at the rate of 10% per annum from time to time on the amount outstanding until payment is received in full.
6.4 Time for payment is of the essence of the Contract between the Seller and the Buyer.
6.5 All payments must be made in the invoice currency unless otherwise agreed in writing between the Seller and the Buyer.
The Seller has delivered the Goods to the Buyer at the point that the Seller provides the Buyer confirmation of collection of the Goods by the Seller’s delivery service provider.
8. Inspection of Goods
8.1 The Buyer is under a duty to inspect the Goods on delivery or collection.
8.2 If the Goods cannot be examined, the carriers note or such other note as appropriate must be marked “not examined”.
8.3 If the Buyer identifies any damage or shortages it must inform the Seller in writing within 5 days of delivery, providing details of the alleged damage or shortage. The Seller shall not be liable if the Buyer fails to provide such notice.
8.4 The Seller must be permitted to inspect the affected Goods before the Buyer uses, alters or modifies them in any way.
8.5 Subject to the Buyer’s compliance with this Clause 8 and the Seller’s agreement with any alleged damage or shortages, the Seller shall make good any and all damage and shortages within a reasonable time.
8.6 The Seller shall be under no liability for and shall not indemnify the Buyer against any matters arising from damage or shortages.
9.1 Goods may not be returned without the prior written agreement of the Seller.
9.2 Subject to sub-Clause 9.4, the Seller shall only accept returned Goods if it is satisfied that those Goods are defective and that such defects would not be apparent on inspection.
9.3 The Seller shall have the option of either replacing defective Goods within 30 days of receipt of them or shall refund to the Buyer the Price for those Goods which are defective.
9.4 Goods returned to the Seller in a condition not fit for resale will be subject to appropriate costs and the Buyer agrees to compensate the Seller for these costs.
9.5 The Seller shall not be liable for defects arising out of normal wear and tear, the Buyer’s failure to follow any instructions given by the Seller, misuse or alteration of the goods, negligence, wilful damage or any other act of the Buyer, its employees, agents or any other third party.
10. Risk and Title
10.1 Risk of damage to or loss of the Goods shall pass to the Buyer either when the Goods are delivered to the Buyer or when the Seller notifies the Buyer that the Goods are ready for collection or the Seller has notified the Buyer that the Goods have been collected by the Seller’s delivery service provider.
10.2 If the Buyer wrongfully fails to take delivery of the Goods, risk shall pass to the Buyer at the time when the Seller has tendered delivery of the Goods.
10.3 Legal and beneficial title in the Goods shall not pass to the Buyer until the Seller has received, in cash or cleared funds, payment in full of the Price.
10.4 The Seller reserves the right to repossess any Goods in which the Seller retains legal and beneficial title if full payment is not received in accordance with Clause 6. In the event of such repossession the Buyer shall deliver the Goods in which legal and beneficial title has not passed to the Seller at its own cost.
10.5 The Buyer’s right to possession of the Goods in which the Seller retains legal and beneficial title shall terminate if:
(a) the Buyer commits a material breach of its obligations under these Terms and Conditions;
(b) the Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
(c) the Buyer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
(d) the Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of its directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer.
11. Rights, Warranties and Liability
11.1 Subject to these Terms and Conditions and except where the Buyer is purchasing the Goods as a consumer, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979 UK and other statutory rights in North America and the European Union) are excluded to the fullest extent permitted by law.
11.2 The Seller shall not be liable for any loss or damages of any nature, direct or indirect, including any loss of profits or consequential damages suffered or incurred by the Buyer for whatever reason.
11.3 The exclusions of liability contained within this Clause 11 shall not exclude or limit the liability of the Seller:
(a) for death or personal injury caused by the Seller’s negligence;
(b) for any matter for which it would be illegal for the Seller to exclude or limit its liability; and
(c) for fraud or fraudulent misrepresentation.
11.4 Buyer shall have appropriate product liability insurance (sale and training of electric bicycles) in place prior selling any of the Goods.
12. Intellectual Property Rights
12.1 You acknowledge and agree that all intellectual property and other proprietary rights including copyright, database right, design right, registered designs, trademarks (registered or otherwise), patents and confidential information, domain names and all other like rights worldwide (registered or not) (“Rights”) relating to the business of the Seller created by us shall be and shall remain our property.
12.2 All Rights relating to the business of the Seller shall belong to and vest in the Sellerand the Buyer shall obtain no right, title or interest therein, save for the non-exclusive limited right and license to use them only in accordance with the Reseller Service Agreement and for no other purpose whatsoever.
12.3 The Buyer shall not apply to register any Rights belonging to the Seller or which otherwise relate to the business of the Seller, including but not limited to trademarks and domain names, in any territory in the world.
12.4 Buyer shall not re-name or re-brand any of the Goods or attempt to resell any Goods to a third party under a brand name or description different from that as shipped by Seller to Buyer.
12.5 Buyer shall not distribute or promote a website or any marketing material that the lay consumer could reasonably believe that the Buyer is or could be Gocycle or Karbon Kinetics Ltd. or a division or subsidiary or national franchise of Gocycle or Karbon Kinetics Ltd.
13.1 All notices under these Terms and Conditions shall be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
13.2 Notices shall be deemed to have been duly given:
(a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
(b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
(c) on the fifth business day following mailing, if mailed by national ordinary mail; or
(d) on the tenth business day following mailing, if mailed by airmail.
13.3 All notices under these Terms and Conditions shall be addressed to the most recent address, email address or fax number notified to the other party.
14. Force Majeure
Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
15. No Waiver
No waiver by the Seller of any breach of these Terms and Conditions by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
In the event that one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which shall remain valid and enforceable).
17. Law and Jurisdiction
17.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
17.2 Any dispute, controversy, proceedings or claim between the Seller and the Buyer relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.
18. Buyer Resale Terms
The Buyer shall only sell Goods to end consumer/user and hereby agrees not to sell Goods to any party intending to resell, rent, lease, or resells the Goods to an end consumer/user unless otherwise agreed in writing with Seller. As applicable by law, Buyer shall not advertise for sale Goods below the Seller Minimum Advertised Price.
19. Reseller Service Agreement
The Buyer shall adhere to the terms of the Seller’s Reseller Service Agreement