Terms of Supply
This page(together with our Privacy Policy and Terms of Website Use) gives
you information about us and the legal terms and conditions
(Terms) on which we sell any of the goods
(Goods) listed on our website (our site)
to you.
These Terms will apply to any contract between us for the sale of Goods to
you (Contract). Please read these Terms carefully and
make sure that you understand them, before ordering any Goods from our
site. Please note that before placing an order you will be asked to agree
to these Terms.
Please click on the button marked "I Accept" at the end of these Terms if
you accept them. If you refuse to accept these Terms, you will not be able
to order any Goods from our site.
You should print a copy of these Terms or save them to your computer for
future reference.
We amend these Terms from time to time as set out in clause 8. Every time
you wish to order Goods, please check these Terms to ensure you understand
the terms which will apply at that time.
These Terms, and any Contract between us, are only in the English
language.
1. INFORMATION ABOUT US
1.1 We operate the website www.frogbikes.com. We are Frog Bikes Limited, a
company registered in England and Wales under company number 7958824 with
its registered office at 7-9 Silwood Business Park, Buckhurst Road, Ascot
SL5 7PW. United Kingdom. Our VAT number is GB 237704111.
1.2 Our trading name is Frog® Bikes, and we sell and supply bicycles,
bicycle equipment, accessories and components, clothing and other sporting
articles used in cycling, in the course of our trade and business. Frog is
our registered trademark.
1.3 Contacting us if you are a consumer:
(a) To cancel a Contract in accordance with your legal right to do so as
set out in clause 9, you just need to let us know that you have decided to
cancel the order. The easiest way to do this is to e-mail us at
info@frogbikes.com or contact our Customer Services team by telephone or
by post. If you are emailing us or writing to us by post please include
details of your order to help us to identify it. If you send us your
cancellation notice by e-mail or by post, then your cancellation is
effective from the date you send us the e-mail or post the letter to us.
(b) If you wish to contact us for any other reason, including because you
have any complaints, you can contact us by telephoning our Customer
Services team or by e-mailing us at info@frogbikes.com.
(c) If we have to contact you or give you notice in writing, we will do so
by e-mail or by pre-paid post to the address you provide to us in your
order.
1.4 Contacting us if you are a business. You may contact us by telephoning
our Customer Service team or by e-mailing us at info@frogbikes.com. If you
wish to give us formal notice of any matter in accordance with these
Terms, please see clause 24.3.
2. OUR GOODS
2.1 The images of the Goods on our site are for illustrative purposes
only. Although we have made every effort to display the colours
accurately, we cannot guarantee that your computer's display of the
colours accurately reflect the colour of the Goods. Your Goods may vary
from those images.
2.2 Although we have made every effort to be as accurate as possible, all
specifications (including sizes, weights, capacities, dimensions and
measurements) may vary slightly from those stated due to manufacturing
processes.
2.3 The packaging of the Goods may vary from that shown on images on our
site.
2.4 All Goods shown on our site are subject to availability. We will
inform you by e-mail as soon as possible if the Goods you have ordered are
not available and we will not process your order if made.
3. USE OF OUR SITE
Your use of our site is governed by our Terms of Website Use. Please take
the time to read these, as they include important terms which apply to
you.
4. HOW WE USE YOUR PERSONAL INFORMATION
We only use your personal information in accordance our Privacy Policy.
Please take the time to read this, as it includes important terms which
apply to you.
5. IF YOU ARE A CONSUMER
This clause 5 only applies if you are a consumer.
5.1 If you are a consumer, you may only purchase Goods from our site if
you are at least 18 years old.
5.2 We intend to rely upon these Terms and our Privacy Policy and Terms of
Website Use in relation to the Contract between you and us. If a duly
authorised agent makes any statements or representations which vary these
Terms, such variations will only be valid if confirmed in writing.
6 IF YOU ARE A BUSINESS CUSTOMER
This clause 6 only applies if you are a business.
6.1 If you are not a consumer, you confirm that you have authority to bind
any business on whose behalf you use our site to purchase Goods.
6.2 These Terms and our Privacy Policy and Terms of Website Use constitute
the entire agreement between you and us and supersede and extinguish all
previous agreements, promises, assurances, warranties, representations and
understandings between us, whether written or oral, relating to its
subject matter.
6.3 You acknowledge that in entering into this Contract you do not rely on
any statement, promise, representation, assurance or warranty (whether
made innocently or negligently) that is not set out in these Terms or our
Privacy Policy and Terms of Website Use.
6.4 You and we agree that neither of us shall have any claim for innocent
or negligent misrepresentation or negligent misstatement based on any
statement in this Contract.
6.5 You agree to avoid selling Frog Bikes products on eBay and other discount websites.
6.6 You agree to build the bike and agree to carry out a Pre-Delivery Inspection (PDI) of any bike you sell New and Pre-Loved (used).
6.7 You agree to use a standard PDI the same or equivalent standard as
Cytech (https://www.cytech.training/information/workshop-resources/pdi-checklist/). You agree to keep a copy and give a copy of the PDI checklist to the
purchaser.
7 HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
7.1 For the steps you need to take to place on order on our site, please
see our How To Buy a Frog® Bike page.
7.2 Our order process allows you to check and amend any errors before
submitting your order to us. Please take the time to read and check your
order at each page of the order process.
7.3 After you place an order, you will receive an e-mail from us
acknowledging that we have received your order. However, please note that
this does not mean that your order has been accepted. Our acceptance of
your order will take place as described in clause 7.4.
7.4 We will confirm our acceptance to you by sending you an e-mail that
confirms that the Goods have been dispatched (Dispatch Confirmation). The Contract between us will only be formed when we send you the
Dispatch Confirmation.
7.5 If we are unable to supply you with particular Goods, for example
because those Goods are not in stock or no longer available or because we
cannot meet your requested delivery date or because of an error in the
price on our site as referred to in clause 13.5, we will inform you of
this by e-mail and we will not process your order. If you have already
paid for the Goods, we will refund you the full amount including any
delivery costs charged as soon as possible.
8 OUR RIGHT TO VARY THESE TERMS
8.1 We amend these Terms from time to time. Please look at the top of this
page to see when these Terms were last updated and which Terms were
changed.
8.2 Every time you order Goods from us, the Terms in force at the time of
your order will apply to the Contract between you and us.
8.3 We may revise these Terms as they apply to your order from time to
time to reflect the following circumstances:
(a) changes in how we accept payment from you; and
(b) changes in relevant laws and regulatory requirements.
8.4 If we have to revise these Terms as they apply to your order, we will
contact you to give you reasonable advance notice of the changes and let
you know how to cancel the Contract if you are not happy with the changes.
You may cancel either in respect of all the affected Goods or just the
Goods you have yet to receive. If you opt to cancel, you will have to
return (at your cost) any relevant Goods you have already received and we
will arrange a full refund of the price you have paid, including our
delivery charges.
9 CANCELLATION, RETURN AND REFUND RIGHTS
This clause 9.1-9.8 only applies if you are a consumer.
9.1 If you are a consumer, you have a legal right to cancel a Contract
under the Consumer Contracts (Information, Cancellation and Additional
Charges) Regulations 2013 during the period set out below in clause 9.2.
This means that during the relevant period if you change your mind or
decide for any other reason that you do not want to receive or keep Goods,
you can notify us of your decision to cancel the Contract and receive a
refund. Advice about your legal right to cancel the Contract is available
from your local Citizens' Advice Bureau or Trading Standards office. This
legal right is in addition to your right to return the Goods for any
reason within 28 days as set out on our
Returns Page
9.2 Your legal right to cancel a Contract starts from the date of the
Dispatch Confirmation (the date on which we e-mail you to confirm our
acceptance of your order), which is when the Contract between us is
formed. Your deadline for cancelling the Contract then depends on what you
have ordered and how it is delivered, as set out in the table below:
| Your Contract | End of the Cancellation Period |
|---|---|
|
Your Contract is for a single item (which is not delivered in instalments on separate days). |
The end date is the end of 14 days after the day on which you
receive the Goods. |
|
Your Contract is for either of the following: |
The end date is 14 days after the day on which you receive the
last instalment of the Goods or the last of the separate Goods
ordered. |
|
Your Contract is for the regular delivery of an item over a set period. |
The end date is 14 days after the day on which you receive the
first delivery of the Goods. |
9.3 To cancel a Contract you just need to let us know that you have
decided to cancel. The easiest way to do this is by sending an e-mail to
info@frogbikes.com or contact our Customer Services team by telephone or
by post. If you are e-mailing us or writing to us please include details
of your order to help us to identify it. If you send us your cancellation
notice by e-mail or by post, then your cancellation is effective from the
date you send us the e-mail or post the letter to us. For example, you
will have given us notice in time as long as you get your letter into the
last post on the last day of the cancellation period or e-mail us before
midnight on that day. You must keep a copy of your cancellation
notification (and proof of postage if applicable) for your own records.
9.4 If you cancel your Contract we will:
(a) refund you the price you paid for the Goods, but please note we are
permitted by law to reduce your refund to reflect any reduction in the
value of the Goods, if this has been caused by your handling them in a way
which would not be permitted in a shop (for example, if the Goods are
damaged or incomplete or have been used outside).
(b) refund any delivery costs you have paid, although, as permitted by
law, the maximum refund will be the costs of delivery by the least
expensive delivery method we offer (provided that this is a common and
generally acceptable method). For example, if we offer delivery of Goods
within 2 days at one cost but you choose to have the Goods delivered
within 24 hours or on a Saturday at a higher cost, then we will only
refund what you would have paid for the cheaper delivery option;
(c) make any refunds due to you as soon as possible and, in any event,
within the deadlines indicated below:
(i) if you have received the Goods and we have not offered to collect them
from you: 14 days after the day on which we receive the Goods back from
you or, if earlier, the day on which you provide us with evidence that you
have sent the Goods back to us. For information about how to return Goods
to us, see clause 9.8;
(ii) if you have not received the Goods or you have received them and we
have offered to collect them from you: 14 days after you inform us of your
decision to cancel the Contract.
9.5 If you have returned the Goods to us under this clause 9 because they
are faulty or mis-described, we will refund the price of the Goods in
full, together with any applicable delivery charges, and any reasonable
costs you incur in returning the item to us.
9.6 We will refund you on the credit card or debit card used by you to
pay. If you used vouchers to pay for the Goods we may refund you in
vouchers.
9.7 If the Goods were delivered to you before you decide to cancel your
Contract:
(a) you must return the Goods to us without undue delay and in any event
not later than 14 days after the day on which you let us know that you
wish to cancel the Contract. You can either send the Goods back by
contacting our authorised carrier or you can use your own carrier but we
recommend that you use a tracked or registered service as you remain
responsible for the Goods until we receive them back. Please see our
Returns page
for our returns address, and information about how to arrange a return. If
we have offered to collect the Goods from you, we will collect the Goods
from the address to which they were delivered. We will contact you to
arrange a suitable time for collection;
(b) unless the Goods are faulty or not as described (in this case, see
clause 9.5), you will be responsible for the cost of returning the Goods
to us. If the Goods are such that they cannot be returned by post, we
estimate that if you use the carrier which delivered the Goods to you,
these costs should not exceed the sums we charged you for delivery. If we
have offered to collect the Goods from you, we will charge you the direct
cost to us of collection. We charge the same as the delivery fee for
collection.
9.8 Because you are a consumer, we are under a legal duty to supply Goods
that are in conformity with this Contract. As a consumer, you have legal
rights arising from the Consumer Rights Act 2015 in relation to Goods that
are faulty or not as described. These legal rights are not affected by
your right of return and refund (under the Consumer Contracts
(Information, Cancellation and Additional Charges) Regulations 2013 set
out in this clause 9 or anything else in these Terms. In particular, if
the Goods are faulty or not as described, you have the following legal
rights:
- You have 30 days from the date of delivery of the Goods to contact us by email to info@frogbikes.com or by telephone or post, and request a full refund (including the delivery charges). We will collect the Goods from you at our own cost or pay your reasonable costs of returning the Goods to us. We will pay any refund no later than 14 days from the date on which we agree that you are entitled to a refund. However, if you would prefer the Goods to be replaced or repaired, this 30 day refund period will stop running during a “waiting period” while the Goods are being repaired or replaced. If the repair or replacement is unsuccessful, you will still have the remainder of the 30 day period, or seven days (whichever is longer), to request a full refund.
- After the expiry of 30 days from the date of delivery of the Goods, you are entitled to request a repair or replacement if the Goods are faulty or not as described. This will be done at our cost and within a reasonable period of time. If the repair or replacement is not possible or unsuccessful, you can request a reasonable price reduction or obtain a refund. However, where you request a refund at any time after six months from the date of delivery of the Goods, we may make a reasonable deduction to take into account the use you have had of the Goods.
Further advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
Clauses 9.9 and 9.10 only applies if you are a business.
9.9 If you want to return the Goods to us because they are faulty or
mis-described, you must contact us within 28 days of you receiving the
goods and return the Goods to us without delay. We will refund the price
of the Goods in full, together with any applicable delivery charges, and
any reasonable costs you incur in returning the item to us after we have
received the goods back. We will process this refund within 28 days of us
receiving the goods back.
9.10 Refusal or failure of a delivery. If we dispatch Goods to you that
you have ordered and you subsequently are unable to accept the delivery or
you refuse delivery for any reason other than reasons covered in 9.9 the
carrier will return the Goods to Frog. Costs of the refused delivery and
the cost of the return of Goods plus all administration expenses relating
to the refused delivery and the return (including, but not limited to,
storage, handling, insurance, losses and damage to the Goods taxes and
duties where applicable) will be billed to you plus a Frog administration
fee equivalent to £20 per bike or parcel (spares and accessories).
10 CANCELLATION OR SUSPENSION BY US
10.1 We reserve the right to cancel the Contract between us if:
(a) we have insufficient stock to deliver the Goods you have ordered;
(b) the delivery service provider does not deliver to your area or your
area is outwith the area we will deliver the goods to;
(c) one or more of the Goods you ordered was listed at an incorrect price
due to a typographical error or an error in the pricing information
received by us from our suppliers; or
(d) we have reason to suspect that there is a risk of a fraudulent
transaction.
10.2 If we do cancel your Contract, we will notify you by e-mail and will
re-credit to your account any sum deducted by us (in respect of Goods
provided by us, and delivery services provided by the delivery service
provider (unless amounts in respect of delivery are refunded directly by
the delivery service provider)), from your debit or credit card as soon as
possible but in any event within 14 days after we inform you of our
decision to cancel the Contract. We will not be obliged to offer any
additional compensation for disappointment suffered.
This clause 10.3 only applies if you are a business.
10.3 In addition to any other right or remedy we may have, we may by
notice in writing to you cancel this Contract or withdraw, suspend or
refuse the supply of Goods (or any of them) to you if we become aware of
any breach by you of clauses 16, 17 and/or 18 below, or for any other
reason whatsoever. In the event of any such cancellation, withdrawal,
suspension or refusal, you shall immediately withdraw from sale all and
any Goods in your possession or control.
11 DELIVERY
11.1 We will contact you with an estimated delivery date which will be set
out in the Dispatch Confirmation (the date on which we e-mail you to
confirm our acceptance of your order). Occasionally our delivery to you
may be affected by an Event Outside Our Control. See clause 22 for our
responsibilities when this happens. If we are unable to meet the estimated
delivery date because of an Event Outside Our Control, we will contact you
with a revised estimated delivery date.
11.2 Delivery will be completed when we deliver the Goods to the local
bike shop that you indicate in your order or otherwise to the address you
gave us.
11.3 If you have asked us to deliver to an address that is not the address
of your local bike shop and no one is available at your address to take
delivery, we will leave you a note that the Goods have been returned to
our agent, in which case, please contact us to rearrange delivery.
11.4 The Goods will be your responsibility from the completion of
delivery.
11.5 You own the Goods once we have received payment in full, including
all applicable delivery charges.
This clause 11.6 only applies if you are a consumer.
11.6 If we miss the delivery deadline for any Products then you may cancel
your Order straight away if any of the following apply:
(a) we have refused to deliver the Products;
(b) delivery within the delivery deadline was essential (taking into
account all the relevant circumstances); or
(c) you told us before we accepted your order that delivery within the
delivery deadline was essential.
This clause 11.7 only applies if you are a consumer.
11.7 If you do not wish to cancel your order straight away, or do not have
the right to do so under clause 11.6, you can give us a new deadline for
delivery, which must be reasonable, and you can cancel your order if we do
not meet the new deadline.
This clause 11.8 only applies if you are a consumer.
11.8 If you do choose to cancel your order for late delivery under clause
11.6 or clause 11.7, you can do so for just some of the Goods or all of
them, unless splitting them up would significantly reduce their value. If
the Goods have been delivered to you, you will have to return them to us
or allow us to collect them, and we will pay the costs of this. After you
cancel your order we will refund any sums you have paid to us for the
cancelled Goods and their delivery.
12 INTERNATIONAL DELIVERY(Including Member States of the European
Union)
12.1 We deliver to many international destinations. We do not supply our
entire range of products to all destinations, there are restrictions on
some or all Goods for certain international delivery destinations, please
review the information provided carefully before ordering Goods or if
unsure please check with us before ordering.
12.2 If you order Goods from our site for delivery to one of the
international delivery destinations, your order may be subject to
administration fees levied by the carrier as well as import duties and
taxes which are applied when the delivery reaches that destination. Please
note that we have no control over these charges and we cannot predict
their amount.
12.3 You will be responsible for payment of any such administration fees,
import duties and taxes. Please contact your local customs office for
further information before placing your order.
12.4 You must comply with all applicable laws and regulations of the
country for which the Goods are destined. We will not be liable or
responsible if you break any such law.
13 PRICE OF GOODS AND DELIVERY CHARGES
13.1 The prices of the Goods will be as quoted on our site at the time
your order is dispatched. We take all reasonable care to ensure that the
prices of Goods are correct at the time when the relevant information was
entered onto the system. However, please see clause 13.5 for what happens
if we discover an error in the price of Goods you ordered.
13.2 Prices for our Goods may change from time to time.
13.3 The price of Goods includes VAT (where applicable) at the applicable
current rate chargeable in the UK for the time being. However, if the rate
of VAT changes between the date of your order and the date of delivery, we
will adjust the VAT you pay, unless you have already paid for the Goods in
full before the change in VAT takes effect.
13.4 The price of Goods does not include delivery charges. Our delivery
charges are as advised to you during the check-out process, before you
confirm your order. To check relevant delivery charges, please refer to
our Delivery & Returns page.
13.5 Our site contains a large number of Goods. It is always possible
that, despite our reasonable efforts, some of the Goods on our site may be
incorrectly priced. If we discover an error in the price of the Goods you
have ordered we will inform you of this error and we will give you the
option of continuing to purchase the Goods at the correct price or
cancelling your order. We will not process your order until we have your
instructions. If we are unable to contact you using the contact details
you provided during the order process, we will treat the order as
cancelled and notify you in writing. Please note that if the pricing error
is obvious and unmistakeable and could have reasonably been recognised by
you as a mispricing, we do not have to provide the Goods to you at the
incorrect (lower) price.
14 HOW TO PAY
14.1 You can only pay for Goods using a debit card or credit card. We
accept the following cards: Visa Debit, Visa Credit, MasterCard and
Maestro.
14.2 Payment for the Goods and all applicable delivery charges is in
advance. We will not charge your debit card or credit card until we
dispatch your order.
15 PAYMENT TERMS FOR BUSINESS CUSTOMERS
This clause 15 only applies if you are a business.
15.1 We may at our discretion agree with you other terms of payment than
as set out in clause 14. If we do so, we will do so verbally or in writing
and the remaining terms of this clause 15 will then apply.
15.2 All risk in the Goods, including, but not limited to, the risk of
loss, theft, damage or destruction of the Goods shall pass to you on
completion of delivery. The Goods shall remain at your sole risk while the
Goods are in your possession, custody or control (Risk Period). During the
Risk Period and for a period of three years afterwards, you shall, at your
own expense, obtain and maintain the following insurances:
(a) insurance of the Goods to a value not less than their full replacement
value comprehensively against all usual risks of loss, damage or
destruction by fire, theft or accident, and such other risks as we may
from time to time nominate in writing;
(b) insurance for such amounts as a prudent owner or operator of the Goods
would insure for, or such amount as we may from time to time reasonably
require, to cover any third party or public liability risks of whatever
nature and however arising in connection with the Goods; and
(c) insurance against such other or further risks relating to the Goods as
may be required by law, together with such other insurance as we may from
time to time consider reasonably necessary and advise to you.
15.3 All insurance policies procured by you shall be endorsed to provide
us with at least thirty days' prior written notice of cancellation or
material change (including any reduction in coverage or policy amount) and
shall upon our request name us on the policies as a loss payee in relation
to any claim relating to the Goods. You shall be responsible for paying
any deductibles due on any claims under such insurance policies.
15.4 You shall give immediate written notice to us in the event of any
loss, accident or damage to the Goods or arising out of or in connection
with your possession or use of the Goods.
15.5 If you fail to effect or maintain any of the insurances required
under this Contract, we shall be entitled to effect and maintain the same,
pay such premiums as may be necessary for that purpose and recover the
same as a debt due from you.
15.6 You shall, on demand, supply copies of the relevant insurance
policies or other insurance confirmation acceptable to us and proof of
premium payment to us to confirm the insurance arrangements.
15.7 Title to the Goods shall not pass to you until the earlier of:
a) our receipt of payment in full (in cash or cleared funds) for the Goods and any other goods that we have supplied to you, in which case title to the Goods shall pass at that time of payment of all such sums, and
b) you reselling the Goods, in which case title to the Goods shall pass to you at the time specified in clause 15.10.
15.8 Without prejudice to clause 15.7, in the event that sums owing in
respect of other Goods ordered within a single order remain due, we shall
apportion the sums owing for such Goods without prejudice to our right to
retain title in respect of all Goods ordered.
15.9 Until title to the Goods has passed to you, you shall:
(a) hold the Goods on a fiduciary basis as our bailee;
(b) ensure that the goods remain readily identifiable as our property;
(c) not remove, deface or obscure any identifying mark or packaging on or
relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured
against all risks for their full price from the date of delivery;
(e) give us such information relating to the Goods as we may require from
time to time;
(f) take reasonable care of the Goods and ensure that the Goods are kept
and operated in a suitable environment;
(g) take such steps (including compliance with all safety and usage
requirements) as may be necessary to ensure, so far as is reasonably
practicable, that the Goods are at all times safe and without risk to
health when they are being assembled, serviced, set, used, cleaned or
maintained by a person at work;
(h) maintain at your own expense the Goods in good and substantial repair
in order to keep them in as good an operating condition as they were on
the date of delivery to you, including replacement of worn, damaged and
lost parts, and shall make good any damage to the Goods;
(i) make no alteration to the Goods and shall not remove any existing
component(s) from the Goods without our prior written consent unless the
component(s) is/are replaced immediately (or if removed in the ordinary
course of repair and maintenance as soon as practicable) by the same
component or by one of a similar make and model or an improved/advanced
version of it. Title and property in all substitutions, replacements,
renewals made in or to the Goods shall vest in us immediately upon
installation;
(j) keep us fully informed of all material matters relating to the
Goods;
(k) keep the Goods at all times at your shop premises and shall not move
or attempt to move any part of the Goods to any other location without our
prior written consent;
(l) permit us or our duly authorised representative to inspect the Goods
at all reasonable times and for such purpose to enter any premises at
which the Goods may be located, and shall grant reasonable access and
facilities for such inspection;
(m) not, without our prior written consent, part with control of
(including for the purposes of repair or maintenance), underlet or lend
the Goods or allow the creation of any mortgage, charge, lien or other
security interest in respect of them;
(n) not do or permit to be done any act or thing which will or may
jeopardise our right, title and/or interest in the Goods and you must take
all necessary steps to ensure that we may enter any land or building to
recover the Goods, including by procuring from any person having an
interest in such land or building, a waiver in writing and in our favour
of any rights such person may have or acquire in the Goods and a right for
us to enter onto such land or building to remove the Goods;
(o) not suffer or permit the Goods to be confiscated, seized or taken out
of your possession or control under any distress, execution or other legal
process, but if the Goods are so confiscated, seized or taken, you shall
notify us and you shall at your sole expense use your best endeavours to
procure an immediate release of the Goods and shall indemnify us on demand
against all losses, costs, charges, damages and expenses incurred as a
result of such confiscation;
(p) not use the Goods for any unlawful purpose; and
(q) not do or permit to be done anything which could invalidate the
insurances referred to in this clause 15;
15.10 Subject to clause 15.11, you may resell or use the Goods in the ordinary course of your business (but not otherwise) before we receive payment for the Goods. However if you resell the Goods before that time:
(a) you do so as principal and not as our agent; and
(b) title to the Goods shall pass from us to you immediately before the
time at which resale occurs.
15.11 If:
(a) you default in any of your payment obligations;
(b) you commit a material breach of the Contract which breach is
irremediable, or which breach (if remediable) is not remedied within five
days after the service of written notice from us requiring you to do
so;
(c) you suspend, or threaten to suspend, payment of your debts, or are
unable to pay your debts as they fall due or admit inability to pay your
debts, or (being a company) are deemed unable to pay your debts within the
meaning of section 123 of the Insolvency Act 1986;
(d) you suspend, threaten to suspends, cease or threaten to cease to carry
on all or substantially the whole of your business;
(e) your financial position deteriorates to such an extent that in our
opinion your capability to adequately fulfil your obligations under the
Contract has been placed in jeopardy;
(f) an order is made or a resolution is passed for your winding up, or an
order is made for the appointment of an administrator to manage your
affairs, business and property, or such an administrator is appointed, or
a receiver is appointed in respect of any of your assets or undertaking,
or circumstances arise which entitle a court or a creditor to appoint a
receiver or manager or which entitle a court to make a winding-up order,
or you take or suffer any similar or analogous action in consequence of
debt, or an arrangement or composition is made by you with your creditors
or an application to a court for protection from your creditors is made by
you; or
(g) we reasonably believe that any such event is about to happen and
notify you accordingly, then, without limiting any other right or remedy
we may have, your right to resell the Goods or use them in the ordinary
course of your business ceases immediately and provided that the Goods
have not been resold, or irrevocably incorporated into another product, we
may at any time require you to deliver up any of our Goods that are in
your possession or control and, if you fail to do so promptly, enter any
of your premises or the premises of any third party where Goods are stored
in order to recover them.
15.12 Whenever you sell any of our Goods, you agree to hold the proceeds
of sale (and any other payments received in respect of such a sale) on
trust for us on a fiduciary basis. In the event that sums owing in respect
of any of our Goods remain due to us, we shall have the right to claim any
amount held by you as trustee and set that amount off against the amounts
due to us.
15.13 You acknowledge that we shall not be responsible for any loss of or damage to the Goods arising out of or in connection with any negligence, misuse, mishandling of the Goods or otherwise caused by you or your officers, employees, agents and contractors, and you undertake to indemnify us on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by you to comply with the terms of this Contract.
15.14 We may invoice you for the Goods on or at any time after the
completion of delivery.
15.15 You shall pay the invoice in full and in cleared funds according to
the terms stated on the invoice. Payment shall be made to the bank account
nominated in writing by us. Time of payment is of the essence.
15.16 If you fail to make any payment due to us under the Contract by the
due date for payment (due date), then you shall pay interest on the
overdue amount at the rate of 8% per annum above Bank of England's base
rate from time to time. Such interest shall accrue on a daily basis from
the due date until the date of actual payment of the overdue amount,
whether before or after judgement. You shall pay the interest together
with the overdue amount. We reserve the right to charge an administration
fee of £100 for late payments.
15.17 You shall pay all amounts due under the Contract in full without any
deduction or withholding except as required by law and you shall not be
entitled to assert any credit, set-off or counter claim against us in
order to justify withholding payment of any such amount in whole or in
part.
15.18 We may at any time, without limiting any other rights or remedies we may have, set off any amount owing to us by you against any amount payable by us to you, whether either liability is present or future, liquidated or unliquidated.
16 MARKETING
This clause 16 only applies if you are a business.
16.1 You shall use your best endeavours to promote and expand the supply
of the Goods on the maximum possible scale, and shall, subject to these
Terms, provide such advertising and publicity as may reasonably be
expected to bring the Goods to the attention of as many purchasers and
potential purchasers as possible.
16.2 You undertake to ensure that your advertising, marketing and
promotion of the Goods shall in no way reduce or diminish the reputation,
image and prestige of Frog® Bikes or its suppliers or business partners
and its and their trade marks.
16.3 You shall send us for our prior written approval, the text and layout
of all proposed advertisements and marketing and promotional material
relating to the Goods. In the event that we disapprove of such material,
we shall give you written notice of such disapproval. You shall not use
any material in the advertising, marketing or promotion of the Goods that
has not been approved by us.
16.4 You shall bear the costs of all advertising, marketing and promotion
for the Goods you purchase from us.
16.5 You shall at all times conduct your business in an ethical and
business-like manner and in such a way as to uphold the good name and
reputation of Frog® Bikes and its suppliers and business partners and
without limitation to the foregoing you shall at all times abide by the
terms of our or our suppliers’ or business partners’ standards or
policies, including Responsible Sourcing Standards and Working With
Children policies. We shall have the right to inspect all documents and
procedures relating to compliance by you and/or any third party engaged by
you including with regards to the terms of or our suppliers’ or business
partners’ Responsible Sourcing Standards and Working With Children
policies.
16.6 You shall:
(a) be responsible for advertising and promoting the Goods that you
purchase from us, but you shall not use any advertising materials or
promotional literature without our prior written consent;
(b) co-operate with us in marketing and advertising the Goods from time to
time;
(c) comply strictly with our directions regarding the specifications and
standards relating to the Goods, including their advertising, promotion,
distribution and sale, and the form and manner of the application of any
of our trade marks or the trade marks of any of our suppliers and business
partners;
(d) display advertising materials and other signs provided by us;
(e) observe all directions and instructions that we may give you for
promotion and advertisement of the Goods;
(f) not make any written statement as to the quality or manufacture of the
Goods without our prior written approval; and
(g) not directly or indirectly sell or in any way dispose of the Goods
(either by themselves or in association with any other products, matters,
goods or services) to any person for use in sales or promotional
activities or as premiums or in incentive programmes of any kind.
16.7 Subject to clause 16.8, apart from our trade marks and the trade
marks of any of our suppliers and business partners, no other trade mark
or logo may be affixed or used in relation to the Goods.
16.8 You may use your trade name on packaging, advertising and promotional
materials for the Goods.
16.9 You shall ensure that there shall be no reference to your name or
logo in any advertising, point of sale, packaging and/or promotional
materials that may suggest, or mislead potential purchasers into
believing, that you have any association or connection with us or with our
suppliers and business partners beyond that of a Frog store and retailer
of the Goods as set out in these Terms.
17. TRADEMARKS
This clause 17 only applies if you are a business.
17.1 You acknowledge that we are the owner of the Frog® trade mark and
that we supply Goods carrying our trade marks and the trade marks of our
suppliers and business partners.
17.2 You acknowledge and agree that all rights in our trade marks shall
remain with us, that all rights in the trade marks of our suppliers and
business partners shall remain with them, and that you have and will
acquire no right in any such trade marks by virtue of the discharge of
your obligations under this Contract, except for the right to use the
trade marks as expressly provided in these Terms.
17.3 Any goodwill derived from the use by you of our trade marks shall
accrue to us and any goodwill derived from the use by you of the trade
marks of our suppliers and business partners shall accrue to our suppliers
and business partners (as the case may be).
17.4 You undertake to use our trade marks and the trade marks of our
suppliers and business partners solely in the manner approved by us under
this Contract and will not use, or permit a third party to use our trade
marks and the trade marks of our suppliers and business partners in
connection with any other project or product or for any other purpose
whatsoever.
17.5 You shall not use in your business any other trade mark confusingly
similar to our trade marks and the trade marks of any of our suppliers and
business partners and you shall not use any such trade mark or any word
confusingly similar to such trade mark as, or as part of, your corporate
or trading name.
17.6 You shall comply with all rules for the use of our trade marks and
the trade marks of our suppliers and business partners as may be issued by
us and you shall not alter or make any addition to the labelling or
packaging of the Goods.
17.7 You shall not alter, deface or remove any reference to our trade
marks or the trade marks of our suppliers and business partners, any
reference to Frog® Bikes or any other name displayed on the Goods or their
packaging or labelling.
17.8 You shall not sub-license, assign, transfer, charge, or otherwise
encumber the right to use, reference, or designate our trade marks and the
trade marks of our suppliers and business partners to any other party or
otherwise deal with the rights of use of our trade marks and the trade
marks of our suppliers and business partners granted under this
Contract.
17.9 You undertake not to bring our trade marks and the trade marks of our
suppliers and business partners into disrepute in any way whatsoever and
you shall not do, or omit to do, or permit to be done, any act that will
or may weaken, damage, adversely affect their validity or reputation, or
be detrimental to our trade marks and the trade marks of our suppliers and
business partners or the reputation or goodwill associated with our trade
marks and the trade marks of our suppliers and business partners, or that
may invalidate or jeopardise any registration of our trade marks and the
trade marks of our suppliers and business partners.
17.10 You shall not use our trade marks and the trade marks of our
suppliers and business partners as part of the name under which you
conduct your business, or any connected business, or under which you sell
or service any products (except the Goods), or in any other way, except as
expressly permitted under this Contract.
17.11 Except as provided by this Contract, you shall not make use of our
or our suppliers’ or other business partners’ name or intellectual
property. You acknowledge that the proposed form of each use of our trade
marks and the trade marks of our suppliers and business partners shall be
subject to our prior written approval, including approval of the materials
for advertising, marketing and promotion of the Goods and you shall not
distribute, sell, publish or otherwise release any such proposed use of
our trade marks and the trade marks of our suppliers and business partners
without our prior written approval.
17.12 You agree that if any right, title or interest in or to our trade
marks and the trade marks of our suppliers and business partners and/or
any goodwill arising out of the use thereof should become vested in you
(whether by operation of law or otherwise) you shall hold the same in
trust for us (or such other person as we may direct) absolutely and you
shall, at our request and at your expense forthwith and unconditionally
assign free of charge all such right, title and interest to us or, if so
requested by us, to a third party. You shall execute all such documents as
we may reasonably require to so assign all such right, title and
interest.
17.13 You shall not adopt or begin to use any trademark or symbol or mark
or designation which, in our reasonable opinion, includes or is
confusingly similar to or unfairly competes with any of our trade marks or
the trade marks of our suppliers and business partners . You shall not use
or register any trade name, corporate name, legal name, trademark, service
mark or domain name likely to be inferred by the public as identifying
with us or with our suppliers and/or business partners.
17.14 Upon termination of this Contract for any reason, you will
immediately stop using all or any part of our trade marks and the trade
marks of our suppliers and business partners.
17.15 We make no representation or warranty as to the validity or
enforceability of our trade marks and the trade marks of our suppliers and
business partners or as to whether they infringe any intellectual property
rights of any third parties.
18. QUALITY CONTROL
This clause 18 only applies if you are a business.
18.1 You shall permit, and shall use your best endeavours to obtain
permission for, us at all reasonable times and on reasonable notice to
enter any place used for the storage or distribution of the Goods to
inspect the methods of storage and distribution.
18.2 You shall not offer for sale, sell, advertise, promote, market,
distribute or use for any purpose whatsoever, or permit any third party so
to do, any Goods which are rejected by us pursuant to clause 18.1, or
which are damaged, defective and irregular or otherwise fail to meet our
specifications or quality standards or trade mark or copyright use or
notice requirements. If such Goods are offered for sale, sold, advertised,
promoted, marketed, distributed or used for any purpose whatsoever, then,
without prejudice to any other remedy that may be available to us, you
shall, at your cost, cease such activity and take all reasonable steps to
remove any such Goods from circulation and, within a reasonable period of
time, provide us with reasonably satisfactory evidence that the relevant
Goods have been destroyed or returned to us.
18.3 You shall provide us with details of any complaints you have received
relating to the Goods together with reports on the manner in which such
complaints are being, or have been, dealt with and shall comply with any
reasonable directions given by us in respect thereof.
18.4 You may cancel a Contract affected by an Event Outside Our Control
which has continued for more than 30 days. To cancel please contact us. If
you opt to cancel, you will have to return (at your cost) any relevant
Goods you have already received and we will refund the price you have
paid, including any delivery charges.
19 WARRANTIES
19.1 Some of the Goods we sell to you when new come with a manufacturer's
warranty.
(a) Factory Outlet and Pre-Loved bikes do not come with a warranty from
Frog Bikes unless they have completed and passed a Frog Bikes M.O.T from a
registered Frog M.O.T provider.
19.2 All new, Frog Bikes and Frog factory outlet bikes bicycles we sell to
you come with the following manufacturer's standard warranty against
defects in materials and workmanship:
Frames, forks (including MTB Suspension forks), paintwork (excluding Frog
factory outlet bikes) and components, excluding tyres and inner tubes: 2
years for consumer purchases and 12 months for bikes that are purchased
and used for leasing, rental, loan or other multiple rider uses.
If you are a consumer, bikes that have passed the Frog Bikes M.O.T check
receive a 1 year warranty for the frame, forks, paintwork and components.
This 1 year warranty does not cover MTB suspension forks, defects or
damage caused by wear and tear.
19.3 For details of the applicable terms and conditions on other Goods,
please refer to the manufacturer's warranty provided with the Goods.
19.4 If you are a consumer, a manufacturer's warranty is in addition to,
and does not affect, your legal rights in relation to Goods that are
faulty or not as described. Advice about your legal rights is available
(in the UK) from your local Citizens' Advice Bureau or Trading Standards
office.
19.5 For Goods which do not have a manufacturer's warranty, we provide a
warranty that on delivery and for a period of 12 months from delivery, the
Goods shall be free from material defects. However, this warranty does not
apply in the circumstances described in clause 19.6.
19.6 None of the warranties in this clause 19 apply to any defect in the
Goods arising from:
(a) fair wear and tear, this includes paint fading;
(b) assembly;
(c) maintenance;
(d) any modification of the frame, fork, or components from the original
specifications or any installation of components, parts, or accessories
not originally intended for or compatible with the bicycle as sold;
(e) wilful damage, abnormal storage or working conditions, accident,
negligence by you or by any third party;
(f) if you fail to operate or use the Goods in accordance with the user
manual;
(g) any alteration or repair by you or by a third party who is not one of
our authorised repairers; or
(h) any specification provided by you.
19.7 The warranties in this clause 19:
(a) extend from the date of purchase;
(b) apply only to Frog® Bikes purchased through www.frogbikes.com and for
new Frog bikes purchased from Frog supplied bicycle retailers - if proof
of purchase is provided.
(c) if you are a consumer, are offered only to the original owner, and are
not transferable, except in the circumstances set out in clauses 24.2 and
24.3 and M.O.T warranties.
19.8 If you are a consumer, an extended warranty is available if you
register your bicycle on www.frogbikes.com. This only applies to new Frog
Bikes and Frog Factory Outlet bikes.
19.9 If you are a consumer, these warranties are in addition to your legal
rights in relation to Goods that are faulty or not as described. Advice
about your legal rights is available from your local Citizens' Advice
Bureau or Trading Standards office.
a.) The extended warranty is known as Warranty Plus. Warranty plus extends
the standard warranty on frames and forks (excluding MTB suspension forks)
to a total of 10 years. Clauses 19.4 and 19.6 and 19.7 also apply.
b.) You must submit the completed Warranty Plus application form to Frog
Bikes Ltd. within 28 days of purchase. (Applications received after the 28
days may be declined). Successful applications will be confirmed by email.
Frog Bikes Ltd. reserves the right to decline any application and is under
no obligation to provide reasons for declining an application. No
correspondence will be entered into relating to declined extended warranty
applications.
20 OUR LIABILITY IF YOU ARE A BUSINESS CUSTOMER
This clause 20 only applies if you are a business.
20.1 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act
1979 (title and quiet possession); or
(d) defective Goods under the Consumer Protection Act 1987.
20.2 Subject to clause 20.1, we will under no circumstances whatever be
liable to you, whether in contract, tort (including negligence), breach of
statutory duty, or otherwise, arising under or in connection with the
Contract for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill or reputation;
(f) economic loss;
(g) increased costs or expenses; or
(h) any special, indirect or consequential loss of any type including but
not limited to any loss arising out of your liability to any other person,
even if such loss was reasonably foreseeable or we had been advised of the
possibility of you incurring it.
20.3 For the avoidance of doubt, the loss referred to in clauses 20.2(a)
to (g) includes both direct and indirect loss.
20.4 Subject to clause 20.1 and clause 20.2, our total liability to you in
respect of all other losses arising under or in connection with the
Contract, whether in contract, tort (including negligence), breach of
statutory duty, or otherwise, shall in no circumstances exceed the price
of the Goods.
20.5 Except as expressly stated in these Terms, we do not give any
representation, warranties or undertakings in relation to the Goods. Any
representation, condition or warranty which might be implied or
incorporated into these Terms by statute, common law or otherwise is
excluded to the fullest extent permitted by law. In particular, we will
not be responsible for ensuring that the Goods are suitable for your
purposes.
21 OUR LIABILITY IF YOU ARE A CONSUMER
This clause 21 only applies if you are a consumer.
21.1 If we fail to comply with these Terms, we are responsible for loss or
damage you suffer that is a foreseeable result of our breach of these
Terms or our negligence, but we are not responsible for any loss or damage
that is not foreseeable. Loss or damage is foreseeable if it is an obvious
consequence of our breach or if it was contemplated by you and us at the
time we entered into the Contract.
21.2 We only supply the Goods for domestic and private use. You agree not
to use the Goods for any commercial, business or re-sale purposes, and we
have no liability to you for any loss of profit, loss of business,
business interruption, or loss of business opportunity.
21.3 We do not in any way exclude or limit our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any breach of the terms implied by section 12, 17, 28 or 29 of the
Consumer Rights Act 2015 (pre-contract information, right to supply,
delivery of goods and passing of risk);
(d) any breach of the terms implied by sections 9, 10, 11, 13 and 14 of
the Consumer Rights Act 2015 (satisfactory quality, fit for a particular
purpose, as described, match a sample or model); and
(e) defective Goods under the Consumer Protection Act 1987.
22 EVENTS OUTSIDE OUR CONTROL
22.1 We will not be liable or responsible for any failure to perform, or
delay in performance of, any of our obligations under a Contract that is
caused by an Event Outside Our Control. An Event Outside Our Control is
defined below in clause 22.2.
22.2 An Event Outside Our Control means any act or event beyond our
reasonable control, including without limitation strikes, lock-outs or
other industrial action by third parties, civil commotion, riot, invasion,
terrorist attack or threat of terrorist attack, war (whether declared or
not) or threat or preparation for war, fire, explosion, storm, flood,
earthquake, subsidence, epidemic or other natural disaster, or failure of
public or private telecommunications networks or impossibility of the use
of railways, shipping, aircraft, motor transport or other means of public
or private transport.
22.3 If an Event Outside Our Control takes place that affects the
performance of our obligations under a Contract:
(a) we will contact you as soon as reasonably possible to notify you;
and
(b) our obligations under a Contract will be suspended and the time for
performance of our obligations will be extended for the duration of the
Event Outside Our Control. Where the Event Outside Our Control affects our
delivery of Goods to you, we will arrange a new delivery date with you
after the Event Outside Our Control is over.
23 COMMUNICATIONS BETWEEN US
23.1 When we refer, in these Terms, to "in writing", this will include
e-mail.
23.2 If you are a consumer, you may contact us as described in clause
1.3.
23.3 If you are a business:
(a) any notice or other communication given by you to us, or by us to you,
under or in connection with the Contract shall be in writing and shall be
delivered personally, sent by pre-paid first class post or other next
working day delivery service or e-mail;
(b) a notice or other communication will be deemed to have been received:
: if delivered personally, when left at our registered office; if sent by
pre-paid first class post or other next working day delivery service, at
9.00 am on the second business day after posting or if sent by e-mail, one
business day after transmission;
(c) in proving the service of any notice, it will be sufficient to prove,
in the case of a letter, that such letter was properly addressed, stamped
and placed in the post and, in the case of an e-mail, that such e-mail was
sent to the specified e-mail address of the addressee.
24 OTHER IMPORTANT TERMS
24.1 We may transfer our rights and obligations under a Contract to
another organisation, but this will not affect your rights or our
obligations under these Terms.
24.2 You may only transfer your rights or your obligations under these
Terms to another person if we agree in writing or you have completed and
passed a Frog Bikes M.O.T. However if you are a consumer and you have
purchased Goods as a gift, you may transfer the benefit of the warranty in
clause 19 to the recipient of the gift without needing to ask our
consent.
24.3 This Contract is between you and us. No other person shall have any
rights to enforce any of its terms. However, if you are a consumer, the
recipient of your gift of Goods will have the benefit of our warranty in
clause 19, but we and you will not need their consent to cancel or make
any changes to these Terms.
24.4 Each of the clauses of these Terms operates separately. If any court
or relevant authority decides that any of them are unlawful or
unenforceable, the remaining clauses will remain in full force and
effect.
24.5 If we fail to insist that you perform any of your obligations under
these Terms, or if we do not enforce our rights against you, or if we
delay in doing so, that will not mean that we have waived our rights
against you and will not mean that you do not have to comply with those
obligations. If we do waive a default by you, we will only do so in
writing, and that will not mean that we will automatically waive any later
default by you.
24.6 If you are a consumer, please note that these Terms are governed by
English law. This means a Contract for the purchase of Goods through our
site and any dispute or claim arising out of or in connection with it will
be governed by English law. You and we both agree that the courts of
England will have non-exclusive jurisdiction.
24.7 If you are a business, a Contract, and any dispute or claim arising
out of or in connection with it or its subject matter or formation
(including non-contractual disputes or claims), will be governed by and
construed in accordance with English law.
24.8 If you are a business, we both irrevocably agree that the courts of
England shall have exclusive jurisdiction to settle any dispute or claim
arising out of or in connection with a Contract or its subject matter or
formation (including non-contractual disputes or claims).