Pedalite Standard Terms and Conditions of Sale

1. General - These Conditions apply to any contract in which they are incorporated and to the exclusion of any other Conditions. These Conditions shall not be amended or amplified in any respect except as specified in the official quotation or acceptance or order issued by the Company on its official form. Any Conditions purported to be incorporated in the Contract by the Buyer in its order form or invoice or acceptance note or other documentation shall not be incorporated in the Contract unless the Company has specifically so agreed in writing. No obligation shall be incurred by the Company until it shall have issued its official acceptance of order which shall then be final and binding on the Company and on the Buyer.

2. Definitions – In these Conditions:-
2.1. “The Company” shall mean Pedalite International Limited.
2.2. “The Buyer” shall mean the party to whom the Goods are to be supplied hereunder.
2.3. “The Contract” and “The Order” shall be respectively the Contract and the Order into which these Conditions are incorporated.
2.4. “The Goods” shall mean the goods which are subject of such Contract.
2.5. “Premises” shall mean the premises from which the Goods which are subject of such contract are to be despatched.

3. Prices – The Price that buyers have to pay for the Goods will be shown on the Purchase Order and the Company’s invoices. Unless explicit payment provisions are set forth on the Purchase Order all payments are due before the dispatch of Goods. Fees set forth on the Purchase Order are exclusive of taxes and Expenses, unless explicitly stated. The Company shall be entitled to recalculate any price payable under the Contract to reflect any alteration in the costs of performing the Contract attributable to alteration by the Buyer in the design or quantities or specification of the Goods or as a result of the suspension of work by the Company attributable to instructions or to lack of instructions from the Buyer. The Company shall be entitled to adjust the price before or after the contract is entered into to reflect the additional cost to the Company of supplying the products caused by any reason beyond the control of the Company including (without limitation) changes in exchange rates or the action of any government or authority or increases in labour, raw materials, production, transport and insurance costs.

4. Delivery – The Company shall endeavour to adhere to delivery dates quoted by the Company but shall not be liable in any respect for failure to deliver by any such date or for cost, damage or losses direct or indirect incurred by the Buyer or by any other party due to such failure.
4.1. For all shipment risk shall pass to the Buyer so that the Buyer shall be responsible for all loss or damage to or deterioration of the Goods:-
4.1.1. If the Company arranges delivery of the Goods at the time when the Goods or relevant part thereof arrive at the place of delivery or
4.1.2. If the Buyer arranges its own transport from the time of despatch of the Goods from the premises of the Company.
4.1.3. The Buyer shall be responsible for off loading and shall indemnify the company against all liability whatsoever arising therefrom or related thereto.

5. Packaging – The Goods shall be suitably packaged but the Company does not warrant that such packaging shall be to any specific standard.

6. Storage – If the Company does not receive forwarding instructions (when appropriate) and whatever other valid documentation is necessary within 28 days after the date of notification that the Goods are ready for despatch, the Company shall itself arrange for storage and the Goods stored shall be invoiced at that date. The cost of such storage and any other charges incurred thereby shall be reimbursed by the Buyer to the Company promptly on request.

7. Carriage – For all shipments the price payable by the Buyer shall be the contract price plus all carriage and f.o.b. charges and any Consular fees incurred in respect of the shipment. All Goods shall be delivered by such method of transport as the Company shall determine and the additional costs of any special arrangement made at the request of the Buyer shall be charged to the Buyer.

8. Terms – Prices quoted are net unless otherwise specified and shall be payable in Sterling, Euro or US$ as agreed between the Company and the Buyer. Where the Buyer is placing an order for the first time with the Company a Pro-Forma Invoice will be raised by the Company requiring the Buyer to provide cleared funds prior to shipment of the Goods. Otherwise accounts shall be due for payment not later than the end of the calendar month following the month of despatch of the Goods. If payment shall be in arrears in respect of goods already delivered to a Buyer under this or any other Contract with the Company then the Company shall have the right to withhold any further delivery under the Contract and any other contract until such arrears have been paid. The Buyer shall pay interest on overdue accounts at a rate per annum of 4% above Barclays Bank PLC base rate, interest to accrue from day to day. If the Buyer fails to pay promptly, any discount previously agreed by the Company may be withdrawn in the sole discretion of the Company and without incurring any liability to the Buyer.

9. Shortages – The Company shall not accept any claim for shortage unless notice in writing or by telex or electronic mail shall have been given by the Buyer within three working days of delivery.

10. Passing of the Property
10.1. Until payment in full shall have been made for the Goods supplied pursuant to this Contract the property in the Goods shall not pass to the Buyer and the Buyer shall permit any officer, employee, representative or agent of the Company to enter onto the Buyers premises to ascertain the presence of the Goods. If the Buyer shall have failed to make due payment for the Goods, the Company shall have the right to repossess the Goods at any time thereafter and for that purpose to enter upon the Buyers premises.
10.2. The Buyer shall be at liberty to sell the Goods prior to the passing of property in the Goods in which event the Buyer shall hold upon trust for the Company so much of the proceeds of the sale received by the Buyer as shall be equal to the sum due to the Company or the Goods.

11. Force Majeure – The Company shall use its best efforts to perform the terms of the Contract and in particular to meet all delivery dates but shall not be liable for any failure to observe, or any breach of, hereof by any reason of Act of God, war, riot, civil commotion, strike, lock out, trade dispute, fire, breakdown, interruption of transport, government action, delay in delivery by supplier of the Company, or any other cause whatsoever beyond its control. In the event of such circumstances continuing for more than 30 days (except where the Goods are in transit) then the either the Company or the Buyer may terminate the unperformed part of the Contract by notice in writing, delivered to the other within 14 days thereafter.

12. Liability of the Company
12.1. If defects arise in the Goods due to faulty materials and/or faulty workmanship, the Company will give credit for, or within reasonable time, replace such Goods provided that written notice that the Goods are defective is received by the Company within 30 days of the date when the Buyer becomes, or should have become, aware of the defects.
12.2. Should the Goods not correspond with the description under which they are sold, the Company will give credit for or, within reasonable time, replace such Goods provided that written notice that the Goods do not correspond with such description is received by the Company within 30 days of delivery of the Goods in accordance with the Contract.
12.3. The Company shall not be liable, contractually or otherwise, for loss of profits or contracts or for any consequential loss, injury or damage arising directly or indirectly from the use, application or storage of the Goods or any other subject of this Contract. 12.4. This clause sets out the Buyer’s total remedies against the Company and the Company shall not be liable to the Buyer except as provided herein.
12.5. The Buyer shall indemnify the Company against all claims in respect of loss, injury or damage arising directly or indirectly from the use of the Goods by the Buyer or others.

13. Data and Technical Information – Any information or advice issued by the Company whether orally or in writing is given in good faith and after careful consideration and is based upon the technical information available to the Company at the time of issue. It is a condition hereof that the Company does not give nor are its employees authorised to give guarantees as to the performance of the Goods or as to Services.

14. Data Protection -Personal data obtained by the Company from the Buyer shall be held & processed in accordance with all applicable laws and consistently with the Company’s Privacy Policy. The Company may share such personal data with other Company entities, agents, or subcontractors performing services for the Company. The Company may also transfer personal data to affiliated companies or agents or subcontractors which may be outside the European Economic Area (EEA), in which case the Company will ensure adequate protection to safeguard personal data. Buyer consents to the processing of Buyer’s personal data in accordance with the above.

15. Intellectual Property – The Company retains all Company-owned IPR in Goods. Buyer must notify Company immediately of any infringing or unauthorised use of Goods or IPR in it.

16. Assignment & Subcontracting – the Company may assign, subcontract or transfer its obligations or rights to a competent third party in whole or in part. Buyers may do so only with the Company’s written consent.

17. Interpretation and Proper Law – Any Contract in which these conditions are incorporated shall be construed under and take effect in accordance with English law and the parties hereof submit to the jurisdiction of the English Courts. If any part of these Conditions are found to be unenforceable by a court, the rest are unaffected. All notices must be in writing & sent to a legal officer of each party, at the address provided on the invoice.