As a user of the Website you agree to our term & conditions as described in this document.
2. Our Service
2.1. We shall take all reasonable care and actions to provide the services offered under these terms and conditions.
2.2. We shall not be liable for any consequences, including financial loss or damages, arising out of any Third Party using a User’s Username or ID to access the Website.
3. Licence to Use the Website
3.1. The Company allows the Users a non-exclusive right to use the software as permitted by these terms and conditions. The Software remains the property of the Company. No User of the Website obtains any rights in the website and software. 3.2. Users are allowed to use the Website but shall not: 3.2.1. Download, copy or transfer, reproduce distribute, rent, loan, lease, all or any part of the software from this website;
3.2.2. Alter, adapt, merge, modify or translate the software in any way for any purpose to reverse-engineer, disassemble or decompile the software except as provided in section 50B of the Copyright, Designs and Patents Act 1988;
3.2.3. Upload or transmit pictures or files that are obscene or pornographic, racist, offensive or otherwise unlawful;
3.2.4. Upload or transit data that contain software or other materials that will breach any intellectual property rights or confidence;
3.3. Users will comply with all applicable legislation, codes and practices in the UK.
4.1. The User can download, print or save to a storage system information from our website pages for personal use only.
4.2. The User is not entitled to use such material in any commercial format or store in any database format unless prior written agreement had been obtained from the Company.
5. Intellectual Property Rights
5.1. The entire copyright, including the database software and any other intellectual property rights contained within the Website throughout the world and all rights in the domain name/s of the Website and all other trademarks of the Company shall be and shall remain the exclusive property of the Company or its licensors.
5.2. Users of the Website obtain no rights to the website or any content contained within.
5.3. All the databases, software and content provided within the Website are the property of the Company or its software suppliers and are protected by UK law. Any other use, including the reproduction, display or performance of the content on the Website is strictly prohibited.
6. Warranties and Liabilities
6.1. Except as expressly provided in these terms and conditions, all warranties and representations, express or implied and howsoever arising, in relation to the software, website and the provision of services under the terms and conditions are excluded to the maximum extent permitted by law including, specifically , without limitations, all warranties in relation to the following:
6.1.1. The Company will not be liable for any loss or damage however arising as a result of the user relying on such information. The Company does not warrant, nor accept liability in any way for, the content or accuracy of its advertising and/or promotions.
6.1.2. The Company does not guarantee that the Website will be error free, or that the Website or its server(s) are free of computer viruses or other harmful mechanism(s). It is the User’s responsibility to take adequate protection against these events. The User is responsible for any consequences, including costs and losses, arising from use of the website or software.
6.1.3. To the maximum extent permitted by law, the Company excludes all liability including, without limitation, liability for special, indirect or consequential loss (including loss of profits, earnings and goodwill) whether or not the Company has been advised of the possibility of such.
7. Force Majeure.
The Company shall not be liable for any delay or failure to perform any of its obligations under the terms and conditions if such delay or failure is due to any cause beyond its reasonable control.
8.1. No addition to or modification of the terms and conditions shall be effective unless it is in writing and signed by a director of the Company.
8.2. If in whole or part our terms and conditions are deemed to be invalid or unenforceable, that provision or part shall to that extent be deemed not to form part of the terms and conditions; however, the validity and enforceability of the remainder of the terms and conditions shall not be affected.
Nothing in the terms and conditions shall create, or be deemed to create, a partnership or joint venture between the user and the company or the relationship of principal and agent between the user and the company.
The terms and conditions shall be governed by and construed in accordance with UK law.
11.1. The Company updates information on the Website regularly and hereby exclude any warranties (whether expressed or implied), as to the quality, accuracy, efficacy, completeness, performance or fitness for a particular purpose of the website content.
11.2. The Company excludes any warranties, of any content or material placed on a third party website, (whether expressed or implied), as to the quality, accuracy, efficacy, completeness, performance, fitness for a particular purpose.
11.3. The Company will not be liable for any damages from the use of or inability to use the Website, or from any action or omission taken as a result of using the Website.
11.4. Certain links on the Website lead to third party servers which the Company has no control over and accordingly the Company will not accept any liability for any material/s contained on those servers.
11.5. Where part of the Website contains advertising and other material submitted to the Company by third parties these third parties are responsible for ensuring that all material/s submitted to the Website complies with all legislation.
11.6. The Company may suspend the operation of the Website to carry out maintenance and/or upgrades from time to time.
11.7. All liability is excluded to the extent permitted by law including any implied terms.
Ben Sayers is a division of Tandem Group Cycles Limited, company number 01704676, a company registered in England & Wales. The registered office is 35 Tameside Drive, Castle Bromwich, Birmingham, B35 7AG
Conditions of Sale
These Conditions of Sale (“the Conditions”) supplied by M.V. Sports & Leisure Limited (“the Company”) to a purchaser (“the Buyer”) shall be incorporated into each contract (“the Contract”) made by the Company for the sale of the Company’s goods (“the Goods”). The Company contracts as aforesaid upon such terms as are agreed between the Company and the Buyer and upon the terms of the conditions alone. No conditions or terms of the Buyer shall apply to this Contract. No variation of any of the conditions shall be effective unless in writing and signed by a duty authorised representative of the Company.
2. Quotations and Acceptance of Orders
(a) The Contract shall become binding only upon the confirmation of acceptance of any order by the Company in writing and accordingly all quotations or tenders made and price or product lists supplied by the Company shall be treated as invitations to treat only.
(b) Subject to clause 5 (c) any quotations by the Company remain open for acceptance for 30 days from the date on which the Company sends the quotations to the Buyer unless the quotation specifically refers to an alternative period during which the quotation shall remain valid. If no quotation is rendered the price set out in the Company’s price list, which is in force on the date the goods are delivered, shall apply, with any discounts granted by the Company.
(c) The placing of an order by the Buyer shall be conclusive that the Buyer having checked the quotation is fully satisfied that the quotation is in accordance with its/their requirements.
(a) The specifications and designs of the Company which without prejudice to the generality of the foregoing shall include illustrations, drawings, weights and dimensions are, unless expressly stated otherwise, subject to modification or improvement and must be regarded as approximate representations only and are not binding in detail unless expressly stated to be so.
(b) The Buyer agrees that it shall not disclose to any third party any of the information relating to the Company’s specifications without the prior written consent of the Company or the party in whom title and copyright in the specification is vested.
Packaging for the goods shall be at the discretion of the Company which shall have the right to pack the goods in such manner and with such materials and in such quantities as it in its absolute discretion thinks fit unless detailed packaging instructions are received from the Buyer prior to agreeing a price for the Goods.
(a) All prices shall be as stated by the Company unless otherwise specified by the Company. Carriage costs will only be charged for Goods if the price of the Goods ordered by the Buyer is less than £300.00.
(b) All prices shall be exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Company.
(c) All prices stated shall be subject to variation at the sole discretion of the Company at any time without prior notice and the Company shall notify the Buyer of any variation before delivery of the Goods.
(a) Liability for payment for the Goods supplied shall arise on delivery and payment in cash is due without abatement deduction or set-off on 20th day of month following the date of the Company’s invoice. Payment shall be due and the Company shall be entitled to sue for the price whether or not property in the Goods has passed by virtue of clause 10.
(b) Provided no previous invoice is overdue the Buyer shall be entitled to a discount of 2.5% of the price of the Goods (excluding any charge for transport, packaging or insurance) for payment on 20th day of month following invoice.
(c) Sums unpaid after the due date shall bear interest until the day payment is received at the rate of 2% per month accruing from day to day from the date of delivery until the date of payment in full.
(d) If the recovery of sums outstanding from the Buyer is passed to a Debt Collection Agency the Buyer shall pay the Company’s costs in instructing the said Debt Collection Agency and all ancillary legal costs.
(e) Without prejudice to any other rights or remedies of the Company any default of the Buyer in making payment on the due date shall entitle the Company to:
(i) Cancel the Contract or any other Contract for the sale of Goods to the Buyer, or suspend deliveries under the Contract or any other Contract so long as the default continues and to treat the Contract as repudiated by the Buyer and determined if the Buyer has not within 14 days of receiving written notice from the Company paid all sums due to the Company: or
(ii) Revoke terminate or cancel all discounts and any other special terms which may have been granted or allowed to the Buyer.
(a) Delivery shall take place when the Goods are delivered to the Buyer’s premises or other delivery location agreed between the Company and the Buyer except that if the Buyer collects or arranges collection of the Goods from the Company’s premises or nominates a carrier for the Goods delivery shall take place when the Goods are loaded at the Company’s premises.
(b) Time for delivery shall not be of the essence. The Company will use its reasonable endeavours to complete delivery before any delivery dates requested by the Buyer or estimated by the Company but will not be liable for any delay in delivery.
(c) The Buyer shall accept immediate delivery or arrange to collect the Goods or arrange suitable storage failing which the Company may either:-
(i) Effect delivery by whatever means it thinks most appropriate or (ii) Arrange storage at the Buyer’s risk and expense pending delivery or (iii) Re-sell or otherwise dispose of the Goods without prejudice to any other rights the Company may have against the Buyer for breach of contract or otherwise.
(d) Where the Contract provides for delivery by instalments each instalment shall constitute a separate Contract and any failure or defect in any one or more instalments delivered shall not entitle the Buyer to repudiate the Contract nor to cancel any subsequent instalments.
(e) The Buyer shall not be entitled to reject the Goods by reason only of short delivery.
(f) The quantity of the Goods delivered under the Contract shall be recorded by the Company upon dispatch from the Company’s factory or warehouse and the Company’s record shall be accepted by the Buyer as conclusive evidence of the quantity delivered.
(g) It is the Buyer’s responsibility to notify the Company if the Goods have not been received by the Buyer within 7 days of the date of receipt of the Company’s invoice. If no notification is made the Buyer shall be deemed to have received the Goods.
8. Examination and Claims
(a)The Buyer shall upon delivery examine the Goods and shall promptly (but in any event within 3 working days of delivery) notify in writing the Company and the carrier where relevant of any apparent damage defect or shortage.
(b) The Buyer shall comply with the carrier’s rules and regulations and requirements so as when appropriate to enable the Company to make a claim against the carrier in respect of any damage or loss in transit.
(c) Claims in respect of damage defects or shortage not apparent on examination under (a) must be notified in writing to the Company within 7 days of the date of delivery.
(d) Notification under (a) and (c) above shall be first made by telephone then by notice in writing delivered by facsimile or by first class recorded delivery mail and addressed to:- M.V. Sports & Leisure Limited, 35 Tameside Drive, Castle Bromwich, Birmingham B35 7AG. Without prejudice to any other condition, the Buyer shall not be entitled to return any Goods for which a claim in respect of damage, defects or storage has been made in accordance with this clause 8 unless authorisation is given by the Company. In default of such notification the Company shall, subject to any claim which the Buyer may have under the Warranty referred to in clause 9, be deemed conclusively to have properly performed its obligations under the Contract.
(a) The Company warrants only (“the Warranty”) that the Goods are reasonably free from defects in design (other than a design submitted or specified by the Buyer) material or workmanship for six months from the date of delivery (“the Warranty Period”) provided always that in respect of Goods, materials parts or components supplied but not manufactured by the Company the warranty shall be equivalent to the
Warranty (if any) which the Company may have received from the manufacturer or supplier of such goods, materials, parts or components but not so as to impose a liability greater than that imposed on the Company by the aforesaid Warranty and provided that the Buyer has given the Company written notice and satisfactory proof of any defect promptly upon discovery of such defect but in any case no later than 28 days after expiry of the Warranty Period. Warranty is excluded for:
(i) damage caused by the Buyer’s or third party’s act, default or misuse of the Goods or by failure to follow any instructions supplied with the Goods;
(ii) Goods stored, handled or applied in such a way that damage is likely to occur;
(iii) Goods that are altered, modified or repaired in any place other than the Company’s factory or premises or by persons not expressly nominated or approved in writing by the Company;
(iv) Goods not paid for by the due date for payment whether supplied under the Contract or under any other Contract between the Company and the Buyer;
(v) any defect in the Goods arising from any drawing, design or specification supplied by the Buyer.
(b) Subject as expressly provided in these conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent allowable by law.
(c) Subject to (a) above the Company shall at its sole option repair or replace the Goods or credit the Buyer for the purchase price for the Goods found to be defective in design materials or workmanship.
(d) Save for liability for death or personal injury arising from the Company’s negligence (which is proved is not excluded) the Company’s obligation to repair or replace or give credit as aforesaid shall constitute the full extent of the Company’s liability in respect of any loss or damage sustained by the Buyer whether caused by any breach of the Contract or by misrepresentation or by the negligence of the Company its employees or agents or arising from any other cause whatsoever and the Company shall not be liable for any consequential, economic, direct or indirect loss suffered by the Buyer arising therefrom.
(e) The cost to the Company of and incidental to the return by the Buyer to the Company of any of the Goods delivered hereunder shall except to the extent that the Company has accepted responsibility hereunder, be the responsibility of the Buyer who shall indemnify the Company against any such costs including, but without limitation to the generality of the foregoing, costs of transport and testing or any other cost or loss to the Company arising therefore.
(f) Notwithstanding sub-clause (d) above the Buyer shall, except where he is a person who suffers personal injury or death or loss or damage to property such as to give rise to a claim under the Consumer Protection Act 1987, indemnify the Company against all loss, damage, liability, Iegal fees and costs arising from any such claim made against the Company under the Consumer Protection Act 1987.
(g) If upon the inspection of returned Goods which are alleged by the Buyer to be defective the Company detects no fault or defect in such Goods the Company shall be entitled at the cost of the Buyer to redeliver the Goods to the Buyer and in addition and without prejudice to any other rights or remedies which it may have to charge a sum not exceeding 20% of the invoice value of the Goods by way of reimbursement of its reasonable expenses in inspecting the Goods alleged to be defective.
10. Property and Risk
(a) Risk shall pass to the Buyer on delivery and the Goods should be insured by the Buyer accordngly.
(b) (i) Property (both legal and beneficial) in the Goods shall remain in the Company until all sums owing to the Company whether under the Contract or any other Contract at any time between the Company and the Buyer made prior to the date of the Contract or which may arise at any time before payment for the Goods is made under the Contract shall have been paid in full. Until such time, and subject to the provisions hereof, the Buyer shall hold the Goods as bailee for the Company. Until their resale the Goods shall be stored separately by the Buyer and shall be clearly marked as the property of the Company.
(ii) The Buyer until otherwise notified by the Company or on the happening of any of the events specified in (iii) (“the Events”) may in the ordinary course of its business offer for sale and sell the Goods at the best obtainable price as a principal vis-a-vis sub-buyers and not as the agent of the Company. Prior to any such sub-sale of the Goods the Buyer shall first notify the Company of its intention to sell the goods. (iii) The events are :-
(A) The giving of any notice to the Buyer that a receiver, manager, administrative receiver, supervisor, nominee or administrator is to be or has been appointed over any of the property or assets of the Buyer or that a petition to wind up the Buyer is to be or has been presented or that an application for an administration order is to be or has been made or of any notice of a resolution to wind up the Buyer (save for the purposes of a bona fide reconstruction or amalgamation).
(B) A decision by the Buyer that the Buyer intends to make any arrangement or composition with its creditors generally.
(C) Where the Buyer pursuant to section 123 of the Insolvency Act 1986 appears to be unable to pay a debt or appears to have no reasonable prospect of being able to pay a debt.
(D) Any distress or execution levied or threatened to be levied on any property or assets of the Buyer.
(E) The inability of the Buyer to pay its debts as they fall due.
(iv) On receipt of notification from the Company under (ii) on the happening of the Event, the power of sale of the Buyer in respect of the Goods shall cease and the Buyer shall immediately deliver the Goods to such address as the Company shall specify in default of which, or in the alternative, the Company shall have the right to enter on any premises or land in the ownership control or possession of the Buyer who shall indemnify the Company on a full indemnity basis against all loss, damage, costs or upon the expenses so arising including loss, damage costs or expenses in respect of a third party claim. For the avoidance of doubt the Buyer hereby unconditionally and irrevocably authorises the Company or its nominated agents or representatives to enter into or upon premises or land in the ownership possession or controlled of the Buyer for the purpose of the re-possession of the Goods.
11. Breach by or Insolvency by the Buyer
If the Buyer shall not comply with any of its obligations to the Company or upon the occurrence of any of the Events referred to in clause 10(iii) the Company shall have the right forthwith to terminate the Contract but without affecting any other claim, right or remedy of the Company against the Buyer.
12. Cancellation, Suspension and Termination
(a) If the Buyer shall purport to cancel the whole or any part of the Contract the Company may by noticein writing to the Buyer elect to treat the Contract as repudiated and the Buyer shall thereupon be liable to pay to the Company by way of liquidated damages a sum equal to all the expenses incurred by the Company in connection with the Contract including a handling charge of 20% of the invoice value of the Goods and an appropriate amount in respect of administrative overheads, cost, and losses of profit. The Company’s reasonable estimate of the expenses incurred shall be final and binding on the parties.
(b) If for any cause whatsoever beyond its control the Company is unable to make any delivery on the applicable delivery date or perform any of its obligations under the Contract the Company may by notice in writing to the Buyer terminate the Contract or suspend the Contract without liability for any loss or damage thereby incurred by the Buyer.
13. Export Sales
(a) Unless otherwise specifically agreed between the Company and the Buyer all Export Sales shall be made F.O.B. and the Company’s prices as set out in its price list shall be increased to cover the Company’s cost in making such deliveries.
(b) Unless otherwise agreed in writing payment shall be made by irrevocable letter of credit on presentation of the bills of lading.
(c) The Buyer warrants that if an import licence or permit is required for the importation of the Goods into the country of destination then such import licence or permit has been obtained or will be obtained prior to shipment.
14. Force Majeure
(a) In so far as the performance of the Contract by the Company may be affected by any strike, any lack of available shipping or transport or materials, any restriction regulation or decree by any local or municipal authority or government department or by any cause beyond the Company’s reasonable control (which shall be construed without reference to the preceding causes) the Company may elect at its absolute discretion either:
(i) To terminate the Contract; or
(ii) To proceed to perform or continue performance under the Contract within a reasonable time after the termination of such events or circumstances.
(b) In the event that the Company makes an election under clause 14(a) the Buyer shall accept the Goods or such part of them as are delivered to it notwithstanding any delay.
15. Patents, registered design, trademarks, trade names and copyright
The Buyer shall indemnify the Company against all damage, loss, costs, and expenses arising out of any infringement of any letters patent, registered design, trade mark, trade name or copyright or any claim for such infringement or any claim for passing off arising out of work carried out in accordance with the Buyer’s specification. The Company reserves the right to cancel without liability any order or contract in respect of any Goods which the Company discovers would or may infringe the rights of a third party or at its option to modify the design or specification of such Goods as may be necessary to ensure that the rights of such third party are not infringed.
16. Right to Sub-Contract
The Company shall have the right to sub-contract the Contract.
Should any one or more of these Conditions or any sub-provision thereof be found to be or become invalid illegal or unenforceable in any respect under any law the enforceability and validity of the remaining Conditions and sub-provisions of all individual Conditions shall not in any way be affected or impaired thereby.
No waiver by the Company of any breach of the Contract by the Buyer shall be considered as a waiver of any past or subsequent breaches of the same or any other provision.
19. Proper Law
The Contract is and shall be deemed to have been made in England and shall in all respects be governed by English Law and shall be subject to the jurisdiction of the English Courts.