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Terms and Conditions

Terms and Conditions of Sale (B2B)

  1. Interpretation

1.1 In these Terms:

  • “Seller” means Vanguard Cycles, registered in England and Wales with its registered office at 10 Oxford Road, Wokingham, Berkshire RG41 2XY.
  • “Buyer” means the business entity purchasing Goods from the Seller.
  • “Goods” means the products supplied by the Seller as set out in the Order.
  • “Order” means the Buyer’s purchase order accepted by the Seller.
  • “Contract” means the agreement between the Seller and the Buyer for the sale and purchase of Goods in accordance with these Terms.
  1. Basis of Contract

2.1 These Terms apply to all sales of Goods by the Seller to the Buyer.
2.2 Any other terms proposed by the Buyer shall be excluded unless expressly agreed in writing by the Seller.
2.3 A Contract is formed only upon written acceptance of the Order by the Seller.

  1. Goods

3.1 The description of the Goods shall be as set out in the Seller’s quotation, catalogue, or written specification.
3.2 The Seller reserves the right to amend specifications if required by law or regulatory requirements.
3.3 All samples, drawings, and descriptive matter are provided for illustrative purposes only.

  1. Prices and Payment

4.1 The price of the Goods shall be as stated in the Seller’s quotation or acceptance of the Order.
4.2 All prices are exclusive of VAT and any other applicable taxes or duties, which shall be payable by the Buyer.
4.3 Payment terms are strictly [30 days from date of invoice] unless otherwise agreed in writing.
4.4 The Seller reserves the right to charge interest on late payments at the rate of 8% above the Bank of England base rate, accruing daily until payment is made.
4.5 The Seller may suspend further deliveries if the Buyer fails to pay on time.

  1. Delivery

5.1 Delivery dates are approximate only and time for delivery shall not be of the essence.
5.2 Delivery shall occur when the Goods are made available for collection or delivery to the Buyer’s premises (as agreed).
5.3 Risk in the Goods passes to the Buyer upon delivery.

  1. Retention of Title

6.1 Title to the Goods shall not pass to the Buyer until the Seller has received in full (in cleared funds):

  • all sums due in respect of the Goods; and
  • all other sums due or owing from the Buyer under any contract with the Seller.

6.2 Until title passes, the Buyer shall:

  • hold the Goods on a fiduciary basis as the Seller’s bailee;
  • store the Goods separately from other goods and ensure they remain identifiable as the Seller’s property;
  • not destroy, deface, or obscure identifying marks or packaging.

6.3 The Buyer may resell the Goods in the ordinary course of business before title passes, but shall account to the Seller for the proceeds of sale.

6.4 If payment becomes overdue, the Seller may at any time require the Buyer to deliver up the Goods, and if the Buyer fails to do so, enter any premises of the Buyer (or third party) to recover them.

  1. Inspection and Acceptance

7.1 The Buyer shall inspect the Goods on delivery and notify the Seller within [3 business days] of any shortages or defects.
7.2 Failure to give such notice shall be deemed acceptance of the Goods.

  1. Warranty

8.1 The Seller warrants that the Goods shall conform to their description and be free from material defects in design, material, and workmanship at the time of delivery.
8.2 The Seller shall not be liable for defects arising from misuse, neglect, improper storage, or unauthorised alteration of the Goods.
8.3 Except as expressly provided, all warranties and conditions implied by law are excluded to the fullest extent permitted.

  1. Limitation of Liability

9.1 The Seller shall not be liable for:

  • loss of profits, business, or goodwill;
  • indirect or consequential loss.
    9.2 The Seller’s total liability for all claims arising under the Contract shall not exceed the price paid for the Goods giving rise to the claim.
    9.3 Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud, or other liability which cannot be excluded by law.
  1. Returns

10.1 Returns will only be accepted with the Seller’s prior written consent.
10.2 The Buyer shall bear the cost of returning the Goods unless otherwise agreed.

  1. Force Majeure

11.1 The Seller shall not be liable for delay or failure to perform due to events beyond its reasonable control, including but not limited to strikes, fire, flood, war, or supply shortages.
11.2 The Seller may cancel or suspend performance in such circumstances without liability.

  1. Termination

12.1 The Seller may terminate the Contract immediately if the Buyer:

  • fails to make payment when due;
  • becomes insolvent, enters liquidation, or has a receiver appointed.
  1. Governing Law and Jurisdiction

14.1 The Contract and these Terms shall be governed by and construed in accordance with the laws of England and Wales.
14.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales.