DirectBikes

By using our website, placing an order for goods you confirm your agreement to our terms and conditions, including the Privacy Policy, as set out below:

1. Conditions

1.1 An order for goods placed by you, the Buyer through our websites shall be subject to these terms and conditions:

1.2 All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

1.3 Goods supplied by Direct Bikes are bespoke and are on firm sale. As such The Distance Selling Regulations do not apply.

1.4 Nothing in these terms and conditions shall affect the statutory rights of any consumer

1.5 The Supplier is willing to supply the Goods and the Buyer is willing to purchase the Goods, all subject to the provisions of this Agreement.

NOW IT IS AGREED as follows:

Definitions
In this Agreement, the following words shall have the following meanings:
'Buyer's Provisions' has the meaning given in Clause 3.1.
'Conditions' has the meaning given in Clause 3.
'Delivery Date' means ‘as agreed’.
'Goods' means as set out and accepted on the order form.
'Price' means as specified on the invoice. ‘Website’ means any website owned or used by Direct Bikes in relation to its business.
‘Business Day’ means Monday – Friday (inclusive), but excluding public Holidays in England and Wales

Order

2.1

The Buyer orders, and the Seller agrees to sell, the Goods at the Price for delivery by the Delivery Date

2.2

The quantity and description of the Goods are set out on the order form

2.3

All orders for goods shall be deemed to be an offer by you, the Buyer, to purchase goods pursuant to these terms and conditions

2.4

You, the Buyer, shall be responsible for ensuring the accuracy of the details provided on the order form and we will not be obliged to accept an order unless all details requested on the order form have been entered correctly

2.5

No order submitted by you, the Buyer, shall be deemed to be accepted by us unless and until we confirm acceptance of the your order by e-mail (where applicable) or by telephone

2.6

We are entitled to refuse any order placed by you and will not be required to provide an explanation

2.7

You, the Buyer, shall be responsible for ensuring that the bespoke specification provided by you is accurate. The possibility of returns, in the absence of fault on behalf of Direct Bikes will not be possible.

Conditions applicable

3.1

The express provisions of this Agreement shall apply to the sale of the Goods by the Seller to the Buyer. Any provisions not set out in this Agreement, including those of the Buyer which the Buyer applies or purports to apply, shall not be the terms and conditions concerning the sale of the Goods by the Seller to the Buyer, however such provisions are introduced (including but not limited to provisions included on purchase order(s), confirmations of order or similar documents) ('Buyer's Provisions'). For the avoidance of doubt, the Buyer acknowledges and agrees that the Seller shall not be bound by any of the Buyer's Provisions.

3.2

An order for the Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to the provisions of this Agreement.

3.3

Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of this Agreement.

3.4

Any variation to the provisions of this Agreement (including any special terms and conditions agreed between the Parties) shall be inapplicable unless agreed in writing by the Seller.

Description

The Buyer acknowledges and agrees that any description which is given or applied to the Goods:

4.1

is only for the purpose of identifying the goods; and

4.2

shall not make this Agreement a sale by description; and

4.3

is not relied on by the Buyer when entering into this Agreement.

Price

5.1

The Buyer shall pay the Price for the Goods as stated on the invoice and not as stated in any quotation, estimate, documentation or given orally.

Payment

6.1

Payment will be charged to the credit card account provided by you on the website order form

6.2

By placing an order, you, the Buyer, consent to payment being charged to your credit card account as provided on the order form

6.3

Payment for the goods becomes due and shall be made prior to delivery being made

6.4

All amounts stated are inclusive of VAT and/or any other applicable taxes or levy, which shall be charged in addition at the rate in force at the date any payment is required from the Buyer.

6.5

If payment is not received by the due date, the Seller shall be entitled:

6.5.1	to charge interest on the outstanding amount at the rate of 4% per annum above the base lending rate of Lloyd’s Bank, accruing daily;
6.5.2	to require that the Buyer make a payment in advance of any delivery not yet made;
6.5.3	not to make any delivery.

Delivery

7.1

The Seller shall deliver the Goods to the address of the Buyer [provided by the Buyer] on the Delivery Date. The cost of delivery shall be in addition to the Price. The cost shall be subject to the method of delivery, and shall be payable at the same in the same manner as the Price.

7.2

For the avoidance of doubt, the Delivery Date or other date given under this Agreement is no more than an estimate, and shall not be of the essence.

Risk

The risk in the Goods shall pass to the Buyer on the Delivery Date.

Property

The property in the goods shall not pass to the Buyer until the Seller has received the payment of the Price (and any other sums that are due or owing to the Seller) in full, whether or not delivery has made.

10.

Your Warranty

You, the Buyer, warrant that all details provided on the order form for the purpose of purchasing the goods are correct, that the credit card you are using is your own and that there are sufficient funds and/or sufficient unused limit available to cover the cost of the goods

11.

Direct Bikes Warranty – Parts only

11.1

If the Buyer finds a material defect in the goods within 12 months from and including the date of despatch then the Seller will at its sole option as soon as is reasonably practicable replace defective parts PROVIDED THAT:

11.1.1	The Buyer informs the Seller within 3 days after the defect was discovered and then proceeds as instructed by the Seller, including prompt return of the claimed faulty part to the Seller for inspection, at the Buyer’s expense;
11.1.2	The defect existed in the goods at the time of delivery of the goods or arose from a manufacturing fault, faulty materials or workmanship, and did not result from any modification or alteration of the goods from the Buyer, or from normal deterioration, or from improper or faulty connection, installation, handling, storage or use of the goods by the Buyer, or failure of the Buyer to comply with the instructions provided by the Seller;
11.1.3	Any trade marks or labels on the goods have not been removed or mutilated.;
11.1.4	The warranty applies to parts only. Labour charges are not included. Any labour & parts must be approved by Direct Bikes prior to any work being carried by an authorised dealer.
11.1.5	Warranty exclusions: wear and tear parts & parts that require maintenance. These parts include and are not limited to; Batteries, Bearings & Fearings, Cables, Chains, Drive Belts, Clutches, Exhaust, Filters, Inner Tubes, Light Bulbs, Mirrors, Spark Plugs, Tyres;
11.1.6	Goods supplied by Direct Bikes require correct assembly and regular servicing (300km for first service and every 1000km subsequently depending on model) & maintenance by an authorised dealer. Service records may be requested in the event of a claim.

11.2

Where the Seller has the benefit of any warranty in respect of the goods or any parts or components comprised in the goods, or any parts or components comprised in the goods, this warranty or guarantee shall replace the above warranty in so far as the defect relates to such parts or components, and the Seller will use his best endeavours to extend to the Buyer the benefit of that warranty or guarantee. The warranty is non-transferable.

12.

Acknowledgment of examination

The Buyer acknowledges and agrees:

12.1

The buyer must check the goods for damage before signing;

12.2

If for any reason the driver refuses to wait for you to thoroughly inspect the goods then reject the delivery;

12.3

that the Buyer has satisfied him/herself as to the condition of the Goods and has signed confirming the same or otherwise. Goods not signed for as damaged or shortage will be deemed to have been received in satisfactory condition and complete;

12.4

that the Seller has not given any warranty or condition as to the quality or fitness for any purpose of the Goods;

12.5

that all conditions or warranties, express or implied (whether by statute or otherwise) are expressly excluded;

12.6

that delivery of the Goods to the Buyer shall be conclusive evidence that the Buyer has examined the Goods and that the Goods are in conformity with the contract description, complete, in good order and condition, of satisfactory quality and fit for any purpose to which they may be required.

12.7

Goods not signed for as damaged or incomplete will be deemed to have been
received in ‘good condition & complete’.

12.8

If Goods are received damaged on delivery, or there is a shortage in supply of the Goods, or the Goods are not those ordered, or any part(s) are missing, the Buyer shall sign as such and notify Direct Bikes of the same and furthermore should notify Direct Bikes in writing within twenty-four hours of delivery.

Liability

13.1

The Seller shall not incur or accept any liability concerning any representation made by the Seller (or made on the Seller's behalf) to the Buyer (or any person acting on behalf of the Buyer) prior to the making of this Agreement where such representation was made or given in relation to the Conditions;

13.2

The Seller shall not accept any liability to the Buyer concerning any express term or provision of this Agreement where such a term relates to the Conditions;

13.3

All terms, conditions or warranties implied by statutory or common law relating to the Conditions are excluded from the Agreement to the fullest extent permitted by law;

13.4

The Seller declines any liability to the Buyer for personal or property damage, especially direct, indirect, immediate or subsequent pecuniary loss including loss of profit, loss of business depletion of goodwill or otherwise, which may arise out of or in connection with this Agreement.

13.5

The Seller shall not accept any liability to the Buyer for any injuries or damages arising out of the Buyer’s failure to comply with any mandatory driving laws and regulations or Highway codes of Practice. For example a helmet must be worn at all times. Direct Bikes recommends that Appropriate protective clothing should be worn.

13.6

The 'Conditions' shall mean:

13.6.1	the correspondence of the goods with any description; and/or
13.6.2	the quality of the goods; and/or
13.6.3	the fitness of the goods for any purpose(s) whatsoever (whether made known to the Seller or not).

14.

Website

14.1

We will attempt to ensure that the information available on the website at any time is accurate. However, we will not be held liable for any errors or omissions. We will use all reasonable endeavours to correct errors and omissions as quickly as practicable after becoming aware or being notified of these

14.2

All drawings, descriptive matter and specifications of the goods on the website are for the sole purpose of giving an approximate description of the goods

14.3

We may also change, suspend or discontinue any aspect of the website, including the availability of any features, information, database or content or restrict access to parts or all of the website without notice or liability

15.

General

15.1

Force majeure

15.1.1

Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than six months, either Party may terminate this Agreement by written notice to the other Party.

15.2

Amendments

15.2.1

This Agreement may only be amended in writing signed by duly authorised representatives of the Parties.

16.

Assignment

Subject to the following sentence, neither Party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party. A Party may, however, assign and transfer all its rights and obligations under this agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement.

17.

Entire Agreement

This Agreement contains the whole agreement between the parties in respect of Direct Bikes Sales and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such Direct Bikes sales. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud

Waiver

No failure or delay by the Seller in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

19.

Agency, partnership etc

This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party's behalf.

20.

Further assurance

Each Party to this Agreement shall at the request and expense of the other or any of them execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.

21.

Severance

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

22.

Announcements

No Party shall issue or make any public announcement or disclose any information regarding this agreement unless prior to such public announcement or disclosure it furnishes all the Parties with a copy of such announcement or information and obtains the approval of such persons to its terms. However, no Party shall be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.

23.1

Interpretation

In this Agreement unless the context otherwise requires:

23.1.1	words importing any gender include every gender;
23.1.2	words importing the singular number include the plural number and vice versa;
23.1.3	words importing persons include firms, companies and corporations and vice versa;
23.1.4	references to numbered clauses and schedules are references to the relevant clause in or schedule to this
23.1.5	reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
23.1.6	any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
23.1.7	the headings to the clauses, schedules and paragraphs of this Agreement are not to affect the interpretation;
23.1.8	any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;
23.1.9	where the word 'including' is used in this Agreement, it shall be understood as meaning 'including without limitation'.

24.

Notices

24.1.1	Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail or air mail, or by facsimile or e-mail (confirmed by first class mail or air mail), to the address of Direct Bikes set out at the head of this Agreement, or to the relevant facsimile number set out below, or such other address or facsimile number as that Party may from time to time notify to the other Party in accordance with this clause .
24.1.2	Notices sent as above shall be deemed to have been received three working days after the day of posting (in the case of inland first class mail), or seven working days after the date of posting (in the case of air mail), or on the next working day after transmission (in the case of facsimile messages, but only if a transmission report is generated by the sender's facsimile machine recording a message from the recipient's facsimile machine, confirming that the facsimile was sent to the number indicated above and confirming that all pages were successfully transmitted).
24.1.3	In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged as the case may be.

25.

Law and jurisdiction

25.1

The validity, construction and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.

25.2

The statutory rights of the Seller and the Buyer are unaffected by the terms and conditions in this Agreement.

26.

Third parties

For the purposes of the Contracts (Rights of Third Parties) Act 1999 [and notwithstanding any other provision of this Agreement] this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.