These terms of trading are the terms that we, Saddleback Limited ("we" or "us"), will supply goods ("the Goods") to you, the customer ("the Customer"), unless varied in accordance with clause 12 below.
Price of the Goods
1.1 All price lists are exclusive of VAT. VAT will be charged at the rate applicable at the time of supply.
1.2 If at any time before delivery, there is any increase in the cost of Goods to us which is due to any factor beyond our control (such as, but without limitation, any foreign exchange fluctuation, alteration of duties or cost of supply to us), we reserve the right to increase the price of Goods to reflect such increases.
1.3 We strongly recommend that you check our invoiced prices before determining your own selling prices.
2. Terms of Payment
2.1 Unless credit facilities are agreed in writing, the price is due in full prior to despatch of the Goods ordered.
2.2 Where credit facilities are agreed in writing, the price in respect of the Goods supplied is due 30 days from the date of supply. Should credit facilities be cancelled or suspended for any reason all monies owed will become immediately due.
2.3 If payment of Goods supplied is not received by the due date, Saddleback Limited reserves the right to charge interest on all overdue sums at the rate of 8% per annum above the basic rate of HSBC Bank Plc from the due date of payment until payment is received in full in cash or cleared funds.
3. Title to Goods
Title to the Goods shall remain with Saddleback Limited until you have paid all sums due from you to us on any account whatsoever.
4. Risk
Although title to Goods remain with Saddleback Limited until paid for, they shall be at your risk from the time of actual delivery and you shall insure them against loss and damage accordingly and in the event of such loss or damage shall hold the proceeds of such insurance on trust for us.
5. Right of Possession
Your right to the possession of the Goods shall cease if:
5.1 You have not paid for the Goods in full by the expiry of any credit period allowed by clause 2 of these terms; or
5.2 You are declared bankrupt or make any proposal to your creditors for compensation or other voluntary arrangements; or
5.3 A receiver, liquidator or administrator is appointed in respect of your business. On cessation of your right to possession of the Goods in accordance with this clause, you shall, at our request and at your own expense, make the Goods available to us and allow us to repossess them. If you fail to do so forthwith, we shall be entitled at any time to enter your premises or the premises of any third party where the Goods are stored and repossess the Goods.
6. Warranties, Liabilities and Returns
6.1 We warrant that all Goods will be of satisfactory quality and will comply with any specification agreed for them. A copy of the Saddleback Limited – Warranty Policy is available upon request.
6.2 You agree that you will make a reasonable inspection of the Goods upon their actual delivery. Any claim by you, which is based on any breach of the warranty given in 6.1 above shall (whether or not delivery is refused by you) be notified to us in writing within 7 days of the actual delivery. If delivery is not refused and you do not notify us accordingly, you shall not be entitled to reject the Goods and we shall have no liability for breach of such warranty and for the avoidance of doubt you shall be bound to pay the price as if the Goods had been delivered in accordance with our contract.
6.3 In the event of any breach of this warranty our entire liability shall be limited to: Replacement of the Goods in question; or at our option, repayment of the price or a proportionate part (where this has been paid).
6.4 Not withstanding the above, we shall not be liable to you for any consequential loss or damage (whether for loss of profit or otherwise) arising out of or in connection with any act or omission of ours relating to the supply of Goods, their resale by you or their use by any customer.
6.5 For the avoidance of doubt nothing in this Agreement shall have the effect of excluding or limiting our liability for death or personal injury arising from our negligence or otherwise as prohibited by law.
6.6 If Goods are returned for any other reason save for the breach of our warranty in 6.1 you shall be liable to 25% handling charge.
6.7 To assist you in processing of any Goods returned, before returning the Goods, you must comply with our procedure for returns applicable at that time, a copy of which will be provided on request.
7. Delivery
7.1 Whilst we shall use our reasonable endeavours to deliver the Goods to you within 72 hours of the receipt of payment of your order, we shall not be liable for any delay in the delivery of the Goods howsoever caused and time for delivery shall not be of the essence.
7.2 Any Goods temporarily out of stock will go to back order and will be delivered as soon as reasonably possible. We shall notify you of any back orders from time to time and unless specifically cancelled by you in writing within 7 days of notice you shall be obliged to purchase these Goods.
7.3 When items of custom products are ordered, the Customer shall immediately pay 50% of the price on placing the order, with the remainder of the price payable before despatch in accordance with clause 2.1. Due to the bespoke nature of custom products, exact delivery times are outside our control. We cannot be held responsible if delivery of a custom product is not available for a specific date. The full cost of the product remains the liability of the Customer. Orders are placed on acceptance of these terms.
7.4 Any order discrepancies must be notified within 7 days of receipt of delivery by the Customer.
8. Carriage
8.1 Parts and accessory orders to the U.K. mainland in excess of £100 (exclusive of VAT) will be delivered carriage paid. All orders under this threshold will be subject to the current carriage charge at the time of order and/or despatch. Please refer to current dealer manual.
8.2 Bicycle carriage will be charged according to the current dealer manual.
8.3 Export orders and orders to Northern Ireland, the Isle of Man and the Channel Islands will be subject to a carriage charge notified to you.
9. Specifications
9.1 Product specifications and/or descriptions of any kind featured in any catalogues, mail shots or flyers shall not be binding on us. We reserve the right to alter the characteristics and features of the Goods at any time and for any reason.
9.2 You acknowledge that we are not the manufacturers of the Goods and that the manufacturer is under no obligation to continue to manufacture any of them. We shall be entitled to make such alterations to the specifications of these Goods as we may think fit.
10. Excluded Channels and Markets
In order to comply with the exclusivity of our distribution agreements with our brands, you shall not sell the Goods via the following online channels unless otherwise agreed by us in writing:
(a) Amazon
(b) eBay
(c) Alibaba
(d) Any other third party re-seller
11. Termination
At our option we may either terminate this agreement or (without liability) suspend supply of any product to you forthwith in the event that:
11.1 You breach any of these terms; or
11.2 The management or control of your business changes to any material extent; or
11.3 You make any voluntary arrangement with your creditors, become subject to an administration order, become bankrupt or are placed into liquidation or cease or threaten to cease to carry on business.
12. Variation of Terms
This agreement may not be modified except in writing signed by the duly authorised representative of each of us.
13. Entire Agreement
This agreement amounts to the entire agreement and understanding between us, with respect to their subject matter and the terms of this agreement shall supersede any previous agreements. You acknowledge and agree that in entering into this agreement you do not rely on and shall have no remedy in respect of any statement of any person other than as may be expressly set out in this agreement.
14. Law and Jurisdiction
English Law is the law which applies to this Agreement. We irrevocably agree that this agreement shall be subject to the exclusive jurisdiction of the English Courts.
15. Data Protection
Under the Data Protection Act 1998, we are required to inform you that information about you may be passed to our financiers.
