These Terms and Conditions set out the basis on which The Cycle Workshop supplies its services, and you, the Customer (as defined below) accepts, acknowledges and agrees to purchase those services based on these Terms and Conditions and to the exclusion of any other terms and conditions. 
 

The Cycle Workshop is referred to as “we", "us" or "our" in these Terms and Conditions.
 

Your attention is drawn to clause 3.5 with regards to collection or delivery and clause 9 Limitation of Liability.
 

1.             Interpretation

1.1         The following definitions and rules of interpretation in this clause apply to these Conditions.
 

Business Day: a day, other than a Saturday, Sunday or public bank holiday in England.
 

Conditions: the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between you and us.
 

Contract:  the contract for the supply of Services under these Conditions.
 

Customer:  the person who purchases Services from us. Referred to as “you” and “your” in these Conditions.
 

Force Majeure Event: any circumstance not in a party's reasonable control including:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination, or sonic boom;

(e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

(f) collapse of buildings, fire, explosion or accident;

(g) any labour or trade dispute, strikes, industrial action or lockouts

(h) non-performance by suppliers or subcontractors; and

(i) interruption or failure of utility service.
 

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
 

Order: The Customer’s order for the supply of Services as set out in the Order Form.
 

Order Form: the description of the Services to be provided by the Seller to the Customer in writing.
 

Services: the services to be supplied by us to the Customer in accordance with the Order Form.
 

1.2          Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
 

1.3          The headings in these Conditions are for convenience only and shall not affect their interpretation.
 

1.4           A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
 

1.5           Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.
 

1.6            A reference to writing or written excludes fax but not email.
 

2.            Basis of Sale

2.1          No variation to these Conditions shall be binding unless agreed in writing between us and you.
 

2.2          Each Order shall be deemed to be a separate offer by the Customer to purchase Services on the basis of these Conditions, which we shall be free to accept or decline at its absolute discretion.
 

2.3          Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the us shall be subject to correction without any liability on our part.
 

2.4           No Order submitted by you shall be deemed to be accepted by us unless and until confirmed by us in writing.
 

2.5         No Order which has been accepted by us may be cancelled except with our agreement in writing. If we agree to cancel the Order, you shall indemnify us on a full indemnity basis against all losses (including direct and indirect or consequential losses, loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses suffered or incurred by us as a result of the cancellation.
 

2.6           We reserve the right to limit the provision of Services to any person, geographical area or jurisdiction as we see fit.
 

3.           Supply of Services

3.1           We shall supply the Services to you in accordance with the Order Form in all material respects.
 

3.2           We shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order Form but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
 

3.3           We reserve the right to amend the Order Form if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and we shall notify you in any such event.
 

3.4           We do not warrant that any Services purchased by you will meet with your expectations, or that any errors made in providing that Service will be corrected.
 

3.5           If fifteen Business Days after the day on which you are notified that the bicycle was ready for delivery or collection, you have not collected or taken or accepted actual delivery of the bicycle, we may resell or otherwise dispose of part of the bicycle, after deducting reasonable storage and selling costs, account to you for any excess over the price of the bicycle or charge you for any shortfall below the price of the Services.
 

4.              Your Obligations

4.1            You shall:

(a)     ensure that the terms of the Order Form and any information you provide is complete and accurate;

(b)     co-operate with us in all matters relating to the Services to include collecting the bicycle when the Services have been completed in a timely manner and/or being accommodating to the delivery of the bicycle;

(d)     provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
 

4.2           If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission or failure by you to perform any relevant obligation (Customer Default):

(a)  without limiting or affecting any other right or remedy available to us, we may suspend performance of the Services until you remedy the Customer Default, and rely on the Customer Default to relieve us from the performance of any of our obligations in each case to the extent the Customer Default prevents or delays the performance or our obligations;

(b)     we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 4.2; and

(c)      you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.
 

4.3            You are under a duty to inspect their bicycle on delivery or on collection as the case may be.
 

5.              Charges and Payment

5.1           The charges for the Services shall be calculated on a time and materials basis, calculated in accordance with our daily fee rates, as set out in on our website or as detailed on the Order Form.
 

5.2            We reserve the right to

(a) increase our fees for:

(i)              any factor beyond the control of us (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(ii)             any request by you to change the delivery or collection date, or the Services/Order Form;

(iii)            any delay caused by any change to your instructions in respect of the Services or your failure to give us adequate or accurate information or instructions in respect of the Services.
 

5.3            You shall pay us (as applicable):

(a)             on collection and/or prior to the delivery of the bicycle(s); and

(b)             in cash or in full and in cleared funds to a bank account nominated in writing by us,

and time for payment shall be of the essence of the Contract.
 

5.4            If you fail to make a payment due to us under the Contract by the due date, then, without limiting our remedies under clause
5.5, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
 

5.5            All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
 

5.6            For the avoidance of doubt, until payment is received in full for the Services, we reserve the retain possession of your bicycle and we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in the Order Form.
 

6.             Intellectual Property

Nothing in these Conditions shall entitle you to any rights to our Intellectual Property Rights, nor any goodwill attached thereto and you further acknowledge that is shall not acquire any rights in respect of the same.
 

7.              Limitation of Liability

7.1           The following provisions set out our entire financial liability (including any liability for the acts or omissions of agents and sub-contractors) to you in respect of:

1. any breach of these conditions; and

2. any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
    

7.2           All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) are, to the fullest extent permitted by law, excluded from the Contract.
 

7.3           Nothing in these conditions excludes or limits our liability:

1. for death or personal injury caused by our negligence; or

2. for any matter which it would be illegal for us to exclude or attempt to exclude our liability; or

3. for fraud or fraudulent misrepresentation.
    

7.4          Subject to condition 7.2 and condition 6.3:

1. our 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 price paid for the Services; and

2. we shall not be liable to you for any pure economic loss, loss of profit, loss of business, loss of agreements or contracts, loss of anticipated savings, loss of use of corruption of software, data or information, 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.

8.              Force Majeure

We will not be held liable or responsible for any failure or delay in our obligations under these Terms and Conditions if the failure or delay is caused by a Force Majeure Event. The time for performance of such obligations shall be extended accordingly.

9.              General

9.1            Assignment and other dealings

1. We may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

2. You may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without our prior written consent.
    

9.2            Entire Agreement

1. The Contract constitutes the entire agreement between us and you.

2. We both acknowledge that in entering into the Contract we do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. We both agree that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
    

9.3            Severance  

If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Conditions. If any provision of the Conditions is deemed deleted under this Clause 11.3, we shall both negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
 

9.4            Third Party Rights

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
 

9.5            Waiver

1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
    

9.6            Notices

1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its principal place of business or residential address as detailed on the Order Form.

2. Any notice shall be deemed to have been received:

   1. if delivered by hand, at the time the notice is left at the proper address;

   2. 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.

3. This Condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
    

9.7            Amendments

                  We reserve the right at our sole discretion to change these Conditions.
 

9.8            Governing Law & Jurisdiction

                  The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.