Terms and Conditions.

Conditions of Sale.

1. The expression "the Company'' where appearing in these conditions means Oset Bikes Limited. Words in the singular include the plural and vice versa and reference to one gender includes a reference to the other gender.

2.1 Subject to any variation under this condition, the Contract shall be on these conditions to the exclusion of all other terms and conditions. These conditions apply to all the Company's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by an authorised representative of the Company. The Buyer acknowledges that it has not relied on any statement. promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.

2.2 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions and an order placed by the Buyer shall not be deemed to be accepted by the company until written acknowledgement of order is issued by the company or (if earlier) the company delivers the Goods to the buyer. The buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.

2.3 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.

3 The quantity and description of the Goods shall be as set out in the Company's quotation or acknowledgement of order. Any advertising or other descriptive matter issued by the company and any descriptions or illustrations contained in the company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.

4.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Buyer's specified premises. Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.

4.2 if for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company's negligence). the Goods shall be deemed to have been delivered and the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

4.3 Whilst the Company is under no obligation to accept cancellation of an order should the Company decide, in its absolute discretion. to allow the Buyer to cancel an order, the Buyer shall return all of the Goods to the Company undamaged and at the Buyer’s own expense and shall pay to the Company an administration fee of 15% of the original invoice plus VAT.

5.1 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless the Buyer gives written notice to the Company of the non-delivery within 1 working day of the date when the Goods would in the ordinary course of events have been received.

5.2 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note against any invoice raised for such Goods.

6.1 The Goods are at the risk of the Buyer from the time of delivery. Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to the Company from the Buyer on any account

6.2 Until ownership of the Goods has passed to the Buyer, the Buyer shall hold the Goods on a fiduciary base as the Company's bailee, not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods and maintain the Goods in satisfactory condition and keep them insured on the Company's behalf.

6.3 The Buyer’s right to possession of the Goods shall terminate immediately if (a) the Buyer, as an individual or as a body corporate makes an arrangement or composition with his creditors in connection with insolvency proceedings, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors; or (b) fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the insolvency Act 1986 or the Buyer ceases to trade; or (c) the Buyer encumbers or in any way charges any of the Goods. The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises to recover the Goods where the Buyer's right to possession has terminated.

6.4 On termination of the Contract. howsoever caused. the Company's (but not the Buyer’s) rights contained in this condition 6 shall remain in effect.

7 Unless otherwise agreed by the Company in writing the price for the Goods shall be the Price set out in the Company’s quotation. The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.

8.1 Subject to condition 8.2, payment of the price for the Goods is due in Pounds sterling (or, in Euro, if the Company has quoted in Euro) within 30 days of receipt of invoice, time for payment being of the essence of this agreement. No payment shall be deemed to have been received until the Company has received cleared funds.

8.2 All payments due to the Company under the Contract shall become payable immediately on termination of this Contract despite any other provision. The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

8.3 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest at the rate of 5% above the interest rate payable from time to time under the Late Payment of Commercial Debts (Interest) Act 1998.

9.1 The Goods are offered with a limited warranty as set out in the Product Instruction Manual. The Company warrants that (subject to the other provisions of these conditions) on delivery the Goods shall: be of satisfactory quality within the meaning of the Sale of Goods Act 1979, be reasonably fit for purpose; and be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Company.

9.2 The Company shall not be liable for a breach of any warranty unless the Buyer gives written notice of the defect to the Company within 48 hours of the time when the Buyer discovers or ought to have discovered the defect and the Company is given a reasonable opportunity after receiving the notice of examining such  Goods The Company shall not be liable for a breach of any warranty if the Buyer makes any further use of such Goods after giving such notice or the defect arises because the Buyer failed to follow the Company's oral or written instructions as to the storage, installation, use or maintenance of the Goods or (if there are none) good trade practice or the Buyer alters or repairs such Goods without the written consent of the Company.

10.1 Subject to conditions 4, 5 and 9, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of any breach of these conditions any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods and any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

10.2 Nothing in these conditions excludes or limits the liability of the Company, for death or personal injury cased by the Company’s negligence or under section 2(3), Consumer Protection Act 1987, for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability or for fraud or fraudulent misrepresentation.

10.3 Subject to condition 10.2 the Company's 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 Contract price.

11. The Company may assign the Contract or any part of it to any person, firm or company however the Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

12. The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 60 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.

13.1 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

13.2 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

13.3 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties Act 1999 by any person that is not a party to it.

13.4 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English court.