Padel Vibes – B2B Sales Terms and Conditions

1) Agreement and Interpretation

a) These Terms and Conditions and the quote constitute the entire agreement between the customer (you or "Buyer") and Padel Vibes Ltd a company registered in England and Wales under number 15361830 whose registered office is at 82A James Carter Road, Mildenhall, IP28 7DE (we or us or Supplier) for the purchase of padel rackets and related goods (the "Goods").

b) By accepting the quote, the Buyer agrees to be bound by these Terms and Conditions to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

c) Definitions:

i) "Business Day" means any day except Saturday, Sunday, or a bank holiday in England and Wales.

ii) Singular terms include the plural, and vice versa.

2) Order Confirmation and Cancellation

a) The accepted quote, including prices, quantities, products, customisations, and services, forms an integral part of these Terms and Conditions. Due to the bespoke nature of the Goods, once the order is confirmed and approved, it cannot be changed or cancelled.

b) As this is a Business-to-Business contract, the 14-day cooling-off period is not applicable. Therefore, in case of cancellation, no refund will be provided.

3) Goods Description and Specifications

a) The Goods' description is intended as a guide only and is set out in the Supplier's sales documentation unless expressly changed in the quote. The Buyer acknowledges not relying on any other representations about the Goods.

b) The Supplier may modify the Goods' specifications to comply with applicable safety or regulatory requirements.

4) Timelines for Production and Delivery

a) Initial Orders: For the first production run of a new item, the expected timeframe to complete production is between 10 to 12 weeks, starting from the date we receive the finalized artwork for the product template.

b) Subsequent Orders: For additional orders of an existing item, the production is anticipated to take 8 to 10 weeks, beginning from when the order for production is officially placed.

c) While these timeframes are typically reliable, they are subject to change due to unforeseen circumstances beyond our control. As such, Padel Vibes LTD cannot be held liable for any form of damage, disadvantage, or claims for compensation that arise as a result of any delay in production or delivery.

5) Pricing and Payment

a) The Price of the Goods is specified in the quote at the time of order or as otherwise agreed in writing. The Supplier reserves the right to increase the Price due to factors beyond its control, such as material costs, labour costs, exchange rates, duties, or delivery rates, before delivery.

b) Any increase in the Price under the clause above will only take place after we have told you about it.

c) The Price is inclusive of packaging and transportation/delivery fees but exclusive of applicable VAT and other taxes or levies.

6) Payment Terms:

a) Orders will be paid as per the below schedule:

1. Orders of a total amount up to £300+VAT will be paid in full upon quote confirmation
   
   

2. Orders of a total amount from £301+VAT upwards will be paid:
   i) 50% non-refundable deposit upon quote confirmation
   ii) 50% non-refundable balance upon production completion notification, before shipment
   
   

b) The Buyer must pay the Price according to the agreed payment terms, even if delivery has not occurred or title has not been transferred. Late payments may result in suspended deliveries and potential disposal of the Goods (see Section 10).

c) All payments must be made in British Pounds GBP unless otherwise agreed in writing between us.

d) We will invoice you for the Price on or at any time after payment of the corresponding instalment.

e) Both parties must pay all amounts in full without deductions, except as legally required. They cannot withhold payment by claiming credits, set-offs or counterclaims.

7) Delivery, Inspection and Acceptance

a) The Supplier will arrange delivery to the address specified in the quote or a mutually agreed location. If no address is provided, the Buyer must collect the Goods from the Supplier's premises.

b) Delivery can occur between 8 am and 8 pm on any day. If the Buyer fails to accept delivery, the Supplier may store the Goods at the Buyer's expense, arrange redelivery at the Buyer's cost, or dispose of the Goods after 10 Business Days.

c) Delivery dates are approximate, and the Supplier is not liable for delays beyond its reasonable control or the Buyer’s failure to provide adequate delivery instructions.

d) The Buyer must inspect the Goods upon delivery or collection and notify the Supplier by email at hello@padelvibes.co.uk of any damages or shortages within 3 days.

e) Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, replace, or refund the Goods or part of them.

f) Acceptance shall be deemed upon inspection or, in the absence of any notice to the contrary, within 3 days of delivery.

8) Warranty and Returns

a) The Supplier guarantees all bespoke padel rackets against defects and manufacturing imperfections that occur within 2 years from the delivery/collection date.

b) Due to the bespoke nature of the goods, the Supplier will only accept returns if it agrees the Goods may be defective and require an inspection. The Buyer bears the risk and cost of returning the Goods.

c) Subject to the Buyer's compliance, if manufacturing defects are found, the Supplier will repair, replace, or refund the defective Goods or part thereof.

d) The Supplier is not liable for defects arising from the Buyer's failure to follow storage, use and maintenance instructions, normal wear and tear, misuse, alteration, negligence, wilful damage, or acts by the Buyer, its employees, agents, or third parties.

e) The Supplier's Warranty and Returns Policy, available on its website, provides further information.

9) Risk and Title

a) The risk in the Goods passes to the Buyer upon delivery completion. Title to the Goods remains with the Supplier until full payment is received for the Goods and any other goods or services supplied by the Supplier for which payment is due.

10) Default and Disposal of Goods

a) If the 50% balance remains unpaid for 30 calendar days after notification of production completion, the Buyer will be in breach of contract. In such an event, the Seller may dispose of the Goods as it sees fit, including donation. Due to the bespoke nature of the Goods, no refunds will be provided to the Buyer as the deposit is non-refundable.

b) The Seller will use commercially reasonable efforts to notify the Buyer before disposing of the Goods.

c) The Buyer may, at any time before the Goods disposal have been arranged, cure the breach by paying the outstanding balance.

11) Limitation of Liability

a) The Supplier's liability under the Contract, in breach of statutory duty, tort, misrepresentation, or otherwise, is limited as follows:

1. All warranties, conditions, or terms implied by statute or common law (except those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.

2. If the Supplier fails to deliver the Goods without any just cause, its liability is limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest available market. The Supplier's total liability will not exceed the total Price paid by the Buyer.

3. The Supplier is not liable for any indirect, special, or consequential loss, damage, costs, or expenses; loss of profits, anticipated profits, business, data, reputation, or goodwill; business interruption; third-party claims; failures due to causes beyond its reasonable control; losses caused by the Buyer's breach; or losses related to the Goods' suitability for the Buyer's purpose or use.
   
   

b) This limitation of liability does not exclude or limit the Supplier's liability for death or personal injury caused by its negligence, matters where exclusion or limitation would be illegal, or fraud or fraudulent misrepresentation.

12)Charitable Donations

a) As part of the "12 Months, 12 Causes" initiative, the Supplier will donate 0.5% of the order payments received (excluding VAT) to one of the 12 affiliate charities of the Buyer's choice. Proof of donation will be provided within 5 working days of payment.

13)Private Contracts

a) The Supplier reserves the right to enter into private contracts with customers that include clauses not covered in these general sales terms and conditions.

14) Intellectual Property

a) The Buyer is responsible for ensuring that any artwork or materials provided do not infringe trademarks or copyrights. The Supplier is not liable for any infringements arising from the use of Buyer-provided artwork or materials.

15) Data Protection

a) Where the Supplier processes personal data of the Buyer's employees, the Buyer shall be the 'data controller,' and the Supplier shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR).

b) The Supplier will only process personal data to the extent necessary to provide the Goods, refrain from processing for its own or third-party purposes, and implement appropriate technical and organizational security measures. The Supplier's Data Protection Policy, available on its website, provides further information.

16) Circumstances Beyond Control

a) Neither party shall be liable for failures or delays in performing their obligations due to causes beyond their reasonable control, including but not limited to industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism or war, governmental action, or any other event beyond the party's control.

17) General Provisions

a) No waiver by the Supplier of any breach by the Buyer shall be considered a waiver of any subsequent breach.

b) If any provision of these Terms and Conditions is found to be unlawful, invalid, or unenforceable, that provision shall be severed, and the remaining provisions shall remain valid and enforceable.

c) These Terms and Conditions shall be governed by and interpreted according to the law of England and Wales, and all disputes shall be subject to the exclusive jurisdiction of the English and Welsh courts.

18) Contact Information

Padel Vibes Ltd
Address: 82A James Carter Road, IP28 7DE, Mildenhall, UK
Email: hello@padelvibes.co.uk
Tel: +44 020 3337 3339

Last revision date: 18/10/2024