2.5 The Price is exclusive of amounts in respect of value added tax (VAT). Where VAT is payable, the Buyer shall, on receipt of a valid VAT invoice from Skates Unlimited, pay to Skates Unlimited such additional amounts in respect of VAT as are chargeable on the supply of the Goods.

3. Payment

3.1 Payment shall be made by credit card, PayPal or by telegraphic transfer to the bank account nominated in writing by Skates Unlimited at a time agreed by Skates Unlimited. Skates Unlimited reserves the right to require advance payment from the Buyer before placing orders with its own suppliers. Time of payment is of the essence.

3.2 Skates Unlimited reserves the right to require payment for Goods purchased on a pro forma invoice basis.

3.3 Subject to clause 3.2, unless other terms of payment have been agreed in writing between the Buyer and a director of Skates Unlimited, payment is due imedeately.

3.4 Payment shall not be deemed to have been made until clearance of the payment through the PayPal account or banking system.

3.5 If for any cause (other than failure by Skates Unlimited to comply with its obligations hereunder) the Buyer is unable or unwilling to accept delivery then Skates Unlimited, on giving notice to the Buyer of its readiness to deliver the Goods, shall be entitled to be paid the full price there of and to charge the Buyer for any storage (which shall be at the Buyer’s risk) and other expenses it may incur.

3.6 If the Buyer shall default in paying any sum to Skates Unlimited on the due date, Skates Unlimited shall have the right to suspend any further deliveries until the default shall be made good and in the event that such default continues, a right to terminate the Agreement in accordance with the provisions of clause 9.1.1 hereof may arise in favour of Skates Unlimited.

4. Delivery

4.1 Skates Unlimited shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”).

4.2 Delivery of the Goods shall be completed:

4.2.1 where the Delivery Location is not Skates Unlimited premises, upon transfer of the Goods to the first carrier or shipping company;
or
4.2.2 where the Delivery Location is  one of Skates Unlimited premises, at the time that Skates Unlimited notifies the Buyer that the Goods are ready for collection at Skates Unlimited’s premises.

4.3 Any time or date specified for delivery is intended and given by Skates Unlimited as an estimate only and the time of delivery is not of the essence and Skates Unlimited shall not be liable to compensate for any damage or loss arising, whether directly or indirectly, from delay in delivery.

4.5 Unless otherwise agreed in writing  or via email by Skates Unlimited, delivery of the Goods shall be subject to the following charges for carriage within mainland UK:

4.5.1 For orders up to £150 excluding VAT a carriage charge of £10.00

4.5.2 For orders over £300 excluding VAT, Skates Unlimited shall pay for carriage using standard delivery during normal business hours, however, special delivery arrangements will be charged for by Skates Unlimited and payable by the Buyer.

4.5.3 For delivery to a third party nominated by the Buyer a carriage charge as in 4.5.1 above as appropriate plus an additional £7.00.

4.5.4 Delivery of Goods outside mainland UK will be subject to carriage charges as incurred, which shall be payable by the Buyer.

5. Title and Risk

5.1 Title to the Goods shall not pass to the Buyer until Skates Unlimited has received payment in full (BACS or cleared PayPal funds) for the Goods and any other goods or services that Skates Unlimited has supplied to the Buyer in respect of which payment has become due.

5.2 Risk in the Goods will pass to the Buyer on delivery of the Goods.

5.3 Where Skates Unlimited agrees to deliver the Goods to the Buyer elsewhere than at Skates Unlimited premises, the Goods shall remain at the risk of Skates Unlimited until unloading commences at the agreed Delivery Location provided that Skates Unlimited shall not be liable for any loss or damage in transit unless:

5.3.1 in the case of loss, the Buyer shall give notice in writing to Stateside within one (1) day of the date of notice of despatch being sent by Skates Unlimited to the Buyer;

5.3.2 in the case of shortage or partial delivery the Buyer shall mark the carriers receipt with “shortage’’ or “partial delivery’’ and shall give notice in writing to Skates Unlimited within one (1) day of delivery;
and
5.3.3 in the case of damage the Buyer shall mark the carriers receipt with “damage’’ and shall give notice in writing to Skates Unlimited within one (1) day of delivery.

6. Quality of Goods and Liability

6.1 Skates Unlimited warrants that on delivery the Goods shall:

6.1.1 be free from material defects in design, material and workmanship;
and

6.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

6.2 Subject to clause 6.3, if:

6.2.1 within three (3) days of delivery of the Goods, the Buyer gives notice in writing to Skates Unlimited that some or all of the Goods do not comply with the warranties set out in clause 6.1 and the grounds of such claim; and

6.2.2 Skates Unlimited is given a reasonable opportunity of examining such Goods and upon reasonable inspection thereof, Skates Unlimited agrees that the claim is justified; and

6.2.3 the Buyer (if asked to do so by Skates Unlimited) returns such Goods to Skates Unlimited’s place’s of business at the Buyer’s cost, Skates Unlimited shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full and any labour or transport charges incurred in supplying the replacement shall be borne by Skates Unlimited

6.3 Stateside shall not be liable for Goods’ failure to comply with the warranties set out in clause 6.1 in any of the following events:

6.3.1 the Buyer makes any further use of such Goods after giving notice in accordance with clause 6.2.1;

6.3.2 the defect arises because the Buyer failed to follow Skates Unlimited’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

6.3.3 the Buyer alters or repairs such Goods without the written consent of Skates Unlimited;

6.3.4 the defect arises as a result of accident, fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;

6.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Agreement.

6.5 These Conditions shall apply to any repaired or replacement Goods supplied by Skates Unlimited.

6.6 Except as specifically provided in this clause 6, Skates Unlimited:

6.6.1 gives no warranty or condition and makes no representation in relation to the Goods;

6.6.2 shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or revenues, loss of contract or business opportunities or any indirect or consequential loss arising under or in connection with the Agreement;

6.6.3 shall be under no liability whatsoever (including without prejudice to the generality of the foregoing) for any defect or failure of or unsuitability for any purpose of the Goods or any part thereof and all conditions warranties or other terms expressed or implied statutory or otherwise inconsistent with the provisions of this clause are hereby expressly excluded.

6.7 Skates Unlimited’s total liability to the Buyer in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed one hundred percent (100%) of the price of the Goods.

6.8 Nothing in these Conditions shall limit or exclude Skates Unlimited’s liability for death or personal injury arising from its negligence or breach of contract on the part of Skates Unlimited, fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979 or defective products under the Consumer Protection Act 1987.

6.9 The Buyer shall promptly investigate (but without admitting any liability to any end user) and report to Skates Unlimited any complaints, problems or claims relating to the Goods and promptly provide all such assistance, at the Buyer’s cost, as Skates Unlimited may reasonably require to permit it to recall any Goods that are defective or which it is obliged to recall for product liability or other reasons.

6.10 Unless required by law, the Buyer may not undertake any recall or withdrawal without the written permission of Skates Unlimited and only then in strict compliance with Skates Unlimited’s instructions about the process of implementing the withdrawal.

7. Language

7.1 This Agreement is made in the English language.

7.2 Each document, notice, waiver, variation and written communication whether in hard copy or electronic form made or delivered by one party to another pursuant to this Agreement will be in the English language or accompanied by a translation into English certified by an officer of the person making or delivering the same as being a true and accurate translation.

7.3 The English language version of this Agreement and any document, notice, waiver, variation and written communication relating to this Agreement will prevail over any translation and any version in any other language.

8. Anti-bribery

8.1 Each party will comply with the Bribery Act 2010 and each will ensure that:

8.1.1 all of that party’s personnel;

8.1.2 all of that party’s subcontractors; and

8.1.3 all others associated with that party,

involved in performing services or supplying goods for or on behalf of that party or otherwise involved with this Agreement so comply.

8.2 Without limitation to the above sub-clause, neither party will directly or indirectly:

8.2.1 offer, promise or give a bribe, other improper payment or advantage (financial or otherwise) to another person (including any third party);

8.2.2 request, agree to receive or accept any bribe, other improper payment or advantage (financial or otherwise); or

8.2.3 bribe any Foreign Public Official intending to influence that Foreign Public Official in their capacity as a Foreign Public Official and obtain or retain business or an advantage in the conduct of business (including any trade or profession) where the written law applicable to that Foreign Public Official does not permit or require them to be influenced by the relevant offer, promise, gift or advantage,

either in the United Kingdom or elsewhere, in breach of applicable Bribery Laws.

8.3 Each party will implement, maintain and enforce adequate procedures designed to prevent persons associated with that party engaging in conduct which contravenes the Bribery Act 2010.

8.4 Each party will immediately notify the other as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause