Zipee Bikes Ltd. Terms and Conditions of Sale

• PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF SALE CAREFULLY • RECEIPT OF A WRITTEN ACKNOWLEDGEMENT OF ORDER OR, IF EARLIER, RECEIPT OF YOUR ORDER, WILL INDICATE THAT YOU ACCEPT WHOLLY THE TERMS AND CONDITIONS • THESE TERMS AND CONDITIONS DO NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER

1. INTERPRETATION_1.1 In these Terms and Conditions, the following words have the following meanings:

Buyer: the person / consumer which for the avoidance of doubt is a private person buying Goods for private or commercial use.

Company: Zipee Bikes Ltd.
Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

2. APPLICATION OF TERMS_2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to all the Company’s sales and services any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.
2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
3. CANCELLATION OF ORDERS_3.1 The Buyer may cancel an Order before the delivery date by giving written notice to the Company. Subject to any rights the Buyer might have under the Consumer Protection (Distance Selling) Regulations 2000 (where applicable), if the Buyer cancels an order, any deposit paid on the Goods will be non-returnable.
4. DESCRIPTION OF GOODS_4.1 The quantity and description of the Goods shall be as set out in the Company’s acknowledgement of order.
5. DELIVERY_5.1 Unless otherwise agreed in writing by the Company, location of the delivery of the Goods shall take place at the discretion of the Company.
5.2 The Buyer shall take delivery of the Goods within 7 days of the Company giving it notice that the Goods are ready for delivery.
5.3 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
5.4 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence).
5.5 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:_(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence); _(b) the Goods shall be deemed to have been delivered; and _(c) the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
6. NON-DELIVERY_6.1 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
7. RISK/TITLE
7.1 The Goods are at the risk of the Buyer from the time of delivery. The buyer shall not hold Zipee Bikes Ltd. responsible for any faults, relating to the manufacture or malfunction of the goods and will indemnify Zipee from any legal action taken against Zipee relating to accidents, personal injury and/or death caused by the individual/third party use of the Goods.
7.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:_(a) the Goods; &_(b) all other sums which are or which become due to the Company from the Buyer on any account.
7.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:_(a) hold the Goods on a fiduciary basis as the Company’s bailee;_(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property;_(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and_(d) maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.
7.4 The Buyer’s right to possession of the Goods shall terminate immediately if:_(a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) 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 of 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 by a qualifying floating charge holder, or a resolution is passed or a 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; or (b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of article 103 of the Insolvency (NI) Order 1989; or (c) the Buyer encumbers or in any way charges any of the Goods.
7.5 If full payment is not received then the Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
7.6 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
7.7 On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 7 shall remain in effect.__8. PRICE_8.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company’s price list published on the date of delivery or deemed delivery.
8.2 The acknowledgement of order will state whether VAT is payable or not and, if so, whether the price is inclusive or exclusive of VAT. Home delivery charges are not included in the price and if such home delivery is required, a separate quote may be given by the Company.
9. PAYMENT_9.1 Subject to condition 9.4, payment of the price for the Goods is due in pounds sterling on or before the date of delivery.
9.2 Time for payment shall be of the essence.
9.3 No payment shall be deemed to have been received until the Company has received cleared funds.
9.4 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
9.5 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
10. WARRANTY_10.1 The Company warrants and guarantees to the Buyer that Goods will be free from mechanical – battery, charger, controller -structural defects for 3 months and 1 year on the controller, from delivery on date purchased. Should Goods be defective within this period, the Company shall at its option repair or replace such Goods (or the defective part) within a reasonable time, or at its absolute discretion refund the price of such Goods at the pro rata contract rate provided that, if the Company so requests, the Buyer shall, at the Buyer’s expense, return the Goods or the part of such goods which is defective to the Company. Goods must be returned to the Company in their original packaging. Any returned Goods, which have been replaced by the Company, shall belong to the Company and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 3 month period.
10.2 The Company shall not be liable for a breach of the warranty in condition 10.1 unless:_(a) the Buyer gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit to the carrier, within 7 days of the time when the Buyer discovers or ought to have discovered the defect; and_(b) the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Buyer’s cost for the examination to take place there.
10.3 The Company shall not be liable for a breach of the warranty in condition 10.1 if:_(a) the Buyer makes any further use of such Goods after giving such notice; or_(b) the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or_(c) the Buyer alters or repairs such Goods without the written consent of the Company._10.4 The Company does not give a warranty guarantee protection for:_(a) Damage caused by incorrect assembly, unreasonable use, including failure to carry out any necessary maintenance or incorrect maintenance;_(b) Goods used commercially or rented;_(c) Defects caused by any alterations, modifications, repair by any unauthorised third party or the Buyer, accidents or failure to follow the instruction manual;_(d) General check over, adjustments to chains, brakes etc. Service items non-defective parts such as cables, brake blocks, bulbs, throttles, horns, tyres, inner tubes etc or any other parts which may wear and require replacement as general maintenance; (e) Damage caused by any party (except the Company) or other external force; (f) Fitness for any particular purpose save for any particular purpose made known to the Buyer by the Company in writing; (g) Any instruction given by the Buyer and correctly performed by the Company.
11. LIMITATION OF LIABILITY_11.1 Subject to condition 5, condition 6 and condition 10, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:_(a) any breach of these conditions;_(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and _(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
11.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
11.3 Subject to condition 11.2 :(a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and_(b) the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
12. FORCE MAJEURE_The Company 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 Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract._13. DATA PROTECTION_Your personal details will be held and/or transferred in strict accordance with the applicable data protection laws. Your personal details will not be disclosed to any other company, and will only be used to keep you updated with our products. You may, however, instruct Zipee Bikes Ltd not to use your details for direct marketing purposes.
14. COMPLAINTS_14.1 The Company aims to provide the best quality service, therefore if we do not meet your requirements please contact us and we shall aim to deal with your complaint within 7 working days of you contacting us. Such contact can be made by telephone, e-mail or post.
15. DISCLAIMER_15.1 Some Goods require a small amount of home assembly. Such assembly should be carried out by a competent adult and in accordance with the instruction manual provided. All mechanical items may need slight adjustment due to general maintenance. These items are not covered by the Warranty contained in condition 10.1 and any advice required should be sought from the Company.
15.2 For health and safety purposes, protective and high visibility clothing including, but not limited to, a helmet should always be worn whilst riding such Goods.
15.3 Such Goods are for private use on private property and on public roads including cycle routes, bus and bike lanes only and must not be used on public walkways or pavements.
15.4 The Company accept no liability for any inconvenience, problems and/or losses caused by failure to observe the information outlined in conditions 15.1, 15.2 and 15.3 above.
15.5 The Company or any of its affiliates, directors, employees or other representatives shall not be liable for any damages, injuries or losses arising out of or in connection with the use of the Goods. You ride the Goods at your own risk.
16. GENERAL_16.1 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
16.2 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
16.3 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
16.4 The parties to the Contract 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.
16.5 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by Northern Irish law and the parties submit to the exclusive jurisdiction of the Northern Ireland court