Terms and Conditions of Supply
Delivery & Returns
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 email@example.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 firstname.lastname@example.org. If you have a complaint and the matter cannot be resolved between us, you may wish to consider resolving the dispute using the EU's Online Dispute Resolution Platform at https://webgate.ec.europa.eu/odr/main/?event=main.home.show
(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 email@example.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 slightly 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
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.
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.
6.4 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.
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:
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 firstname.lastname@example.org 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 email@example.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.
This clause 9.9 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.
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;
(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.
11.1 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
12.1 We deliver to the countries shown in Step 3 of the Checkout process. However there are restrictions on some Goods for certain international delivery destinations, so please review the information on that page carefully before ordering Goods.
12.2 If you order Goods from our site for delivery to one of the international delivery destinations, your order may be subject to 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 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 you submit your order. 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, but changes will not affect any order which you have already placed.
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.
(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.
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.
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.
19.1 Some of the Goods we sell to you come with a manufacturer's warranty.
19.2 All the bicycles we sell to you come with the following manufacturer's warranty against defects in materials and workmanship:
Frames, forks, paintwork and components, excluding tyres and inner tubes: 2 years. Suspensioins Forks 1 year only
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 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;
(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 delivery;
(b) apply only to Frog® Bikes purchased through www.frogbikes.com and 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.
19.8 If you are a consumer, an extended warranty is available if you register your bicycle on www.frogbikes.com.
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.
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. 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).