We are Performance Sports Limited, a wholly owned subsidiary of Chapter 2 Sports Limited. Performance Sports Limited, Chapter 2 Sports Limited and their associated companies are together referred to as “CHAPTER2” hereinbelow.
These are the terms and conditions (these “Terms”) subject to which we sell and supply the products listed on our website at https://www.chapter2bikes.com/ (“the Seller’s Website”) to you. Please read these Terms carefully before you submit any order to us. For the avoidance of doubt, these Terms are only applicable to the sale and purchase of our products conducted through the Seller’s Website and, unless otherwise specified, do not apply to any sale and purchase of our products conducted by other means.
- 1.1 “Seller” means Performance Sports Limited, its successors and assigns or any person acting on behalf of and with the authority of Performance Sports Limited.
- 1.2 "Buyer" means any person(s) offering to buy the Goods as specified in any invoice, document or order, and, if there is more than one Buyer, is a reference to each Buyer jointly and severally.
- 1.3 "Goods" means all goods listed in the Buyer’s order submitted via the Seller’s Website which the Buyer offers to buy from the Seller from time to time.
- 1.4 “Contract” means the binding contract between the Seller and the Buyer for the sale and purchase of the Goods via the Seller’s Website.
- 1.5 “Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.
2. GENERAL DISCLAIMER
- 2.1 Although the information and recommendations on the Seller’s Website are presented in good faith to be correct, the Seller makes no representations or warranties as to the completeness, the accuracy and/or the timeliness of such information and recommendations. Any information is supplied for general information only and upon the condition that the person receiving it will make their own determination as to its accuracy and its suitability for their purposes prior to its use.
3. OFFER AND ACCEPTANCE
- 3.1 All information on the Seller’s Website is only an invitation to treat, and is not an offer or unilateral contract. The Buyer agrees that his/her order is a binding offer to purchase the Goods from the Seller on these Terms.
- 3.2 The Seller shall only supply the Goods to the Buyer on the basis that these Terms shall be the conditions of the Contract, together with any terms and conditions contained in the Seller’s confirmation of order (if applicable), to the exclusion of all other terms.
- 3.3 All orders placed through the Seller’s Website are subject to the Seller’s acceptance. For the avoidance of doubt, acceptance of the order and the formation of a Contract only takes place when an email confirmation of the order (“Email Acceptance”) is sent from the Seller to the Buyer.
- 3.4 The Seller may choose not to accept or cancel the order in the Seller’s absolute discretion under these Terms or for any reason whatsoever without liability to the Buyer or any third party.
- 3.5 The Buyer agrees that the Seller may amend these Terms at any time. If the Seller makes a change, then that change will take effect from the date on which the Seller publishes the same on the Seller’s Website. The Buyer will be taken to have accepted such changes if the Buyer makes a further request for the Seller to provide Goods to the Buyer.
- 4.1 The prices of the Goods are as displayed on the Seller’s Website. All prices shown on the Seller’s Website are inclusive of shipping fees, taxes and duties, unless it is stated otherwise at time of check out. Prices may change from time to time, but price changes will not affect any order which the Seller has accepted in any Email Acceptance.
- 4.2 All bank charges arising from or in connect with any order shall be borne by the Buyer.
- 4.3 If the Buyer has a discount code, he/she may enter it in the ‘Use Discount Code' field in the checkout page on the Seller’s Website and click on 'OK'. Only one discount code will be accepted per order. The terms and conditions may vary for each discount code and the Seller reserves the right not to accept, honor, or impose conditions on the honoring of, any discount code. The Seller reserves the right to cancel an order in the event that an unauthorized discount code has been used.
- 5.1 The Buyer shall pay for the Goods by the payment method as indicated in the checkout page on the Seller’s Website.
- 5.2 Unless the Seller has agreed to extend credit to the Buyer, payment is to be made in advance at the time the order is placed by the Buyer. The Seller may retain the Goods or part of the Goods under a lien until the amount owing is paid in full. For the avoidance of doubt, payment for any order must be received by the Seller in full before the Goods related to such order can be released for shipment.
- 5.3 Where the Seller has agreed to extend credit to the Buyer, payment is to be made in full without set off or deduction by the due date recorded on the invoice. If the Seller does not receive payment in full, without set off or deduction, on or before the due date:
- a. The Buyer shall pay interest on the unpaid amount from the due date for payment until the actual date of payment at the Seller’s banker’s unsecured commercial overdraft rate plus 5% per annum charged on a daily basis, and a late payment administration fee of NZ$100 together with any applicable taxes; and
- b. The Buyer shall indemnify the Seller in respect of all costs, fees, damages and expenses incurred by the Seller as a result of the non payment, including but not limited to the costs of collecting the overdue amounts (including legal costs on a full indemnity basis); and
- c. The Seller may without limiting any other right or remedy, suspend or cancel further delivery of Goods to the Buyer.
- 5.4 Subject to these Terms, in the event that the Seller does not accept or cancels an order from the Buyer, if the Buyer’s credit card, bank account or any other third party payment account has already been charged for such order that is later rejected or cancelled, the Seller will issue the Buyer a refund to his/her original purchasing account.
- 6.1 Orders will be sent, via the Seller's nominated carrier, to the delivery address that the Buyer has stated in his/her order. The Seller shall bear no responsibility if the delivery address given by the Buyer is incorrect or incomplete.
- 6.2 The Buyer will receive an email containing shipment information regarding the order after the order has been dispatched. Delivery of any order is taken to occur at the time that the Seller (or the Seller's nominated carrier) delivers such order to the Buyer's nominated address even if the Buyer is not present at the address.
- 6.3 Property in the Goods shall be passed to the Buyer when the Goods are delivered to the Seller's nominated carrier. Once the property in the Goods have been passed to the Buyer, all risks of damage to, or loss of, the Goods shall pass to the Buyer. If the Buyer fails to take delivery or the carrier is unable to deliver the Goods, the risk in the Goods will still pass to the Buyer, and the Seller shall be entitled to charge the Buyer for any additional storage costs or delivery fees incurred by the Seller.
- 6.4 Any delivery time indicated on the Seller’s Website shall be approximate and for reference only and shall not be deemed to be of the essence of the Contract.
- 6.5 The Seller has the right to deliver the Goods by instalments.
- 6.6 Failure to make any delivery, any delayed delivery and/or any defective delivery shall not prejudice the right of the Seller to make subsequent deliveries, nor does it entitle the Buyer to refuse to accept the same or to terminate the Contract either as a whole or in part or to any right or claim for damages whether for delay, non-delivery or otherwise.
- 6.7 Any claims made by the Buyer in relation to order errors, transit damage and/or delivery must be made in writing within three working days of delivery of those Goods. Subject to clause 7, the Seller shall have no liability whatsoever for any claims made after this period.
7. PRODUCT WARRANTY
- 7.1 The Seller shall provide product warranties in relation to the Goods sold to the Buyer as set out in the Seller’s Warranty Policy (https://www.chapter2bikes.com/warranty).
- 8.1 If the Buyer cancels any order or refuses to accept all or any of the Goods in an order other than in circumstances permitted in these Terms, the Buyer shall be liable for any resulting damage or loss suffered by the Seller. If the Goods have been or are in the process of being manufactured or produced specifically for the Buyer, the Buyer shall pay to the Seller as liquidated damages the full Contract price of the Goods and any costs incurred by the Seller (including without limitation any applicable taxes) less the current scrap value of the Goods as reasonably determined by the Seller at its absolute discretion.
9. RETURNS AND REFUNDS
- 9.1 Subject to this clause 9, the Seller offers the Buyer a return option for any reason within 14 calendar days of the Buyer’s receiving his/her order (as determined by the delivery date on the tracking record provided by the Seller's nominated carrier) (the “Delivery Date”).
- 9.2 Should the Buyer wish to return his/her Goods, please kindly email the Seller ([insert: email address]) a return request specifying the order number and the reason(s) of return within 14 calendar days from the Delivery Date. If the Goods were already damaged when the Buyer received them, please also report the damage and provide images showing the same in the return request.
- 9.3 After receiving the return request, the Seller will acknowledge receipt of the same and provide the Buyer with shipment details through email. Returns without prior communication with the Seller shall not be accepted.
- 9.4 All shipping fees, taxes and duties in respect of the order paid by the Buyer to the Seller for delivering the Goods to the Buyer shall be non-refundable.
- 9.5 Except for the Goods that were already damaged when the Buyer received them, all Goods for return shall be in the same condition as when sold by the Seller to the Buyer with no trace of use, scratches or damage. If applicable, all original accessories (such as dust bag), manuals and all gift sets provided must be included with the return.
- 9.6 The Buyer may return the Goods to the Seller through a courier company of the Buyer’s choice. For the avoidance of doubt, the Buyer shall be responsible for all transportation, insurance and other costs and charges, including any courier charges, involved in returning and delivering the Goods to the Seller.
- 9.7 The Buyer shall bear the risk of loss or damage of the Goods during the returning and delivering of the Goods by the Buyer to the Seller. The Buyer shall continue to bear the risk until the Seller has confirmed in writing that the Goods have been returned and delivered to the Seller. Such confirmation may be some time after the Goods are physically delivered to the premises of the Seller, as the Seller will need to receive and inspect the Goods returned.
- 9.8 Once the Seller receives the returned Goods and determines that they satisfy the return conditions, the Seller will arrange for the refund to the original purchasing credit card, bank account or third party payment account as soon as practicable. The Buyer shall be responsible for any charges imposed by its own credit card company/bank.
10. DISCLAIMER OF WARRANTY
- 10.1 Subject to clause 2.1, the services, information and materials on the Seller’s Website are provided by the Seller for general information only. The Seller expressly excludes and disclaims any and all conditions and warranties, expressed or implied by statutes (including without limitation the Sale of Goods Ordinance (Cap. 26, Laws of Hong Kong)), common law or otherwise, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.
11. LIMITATION OF LIAIBLITY
- 11.1 Any images and promotion materials showing a complete bike on the Seller’s Website are solely for illustrative purposes. For the avoidance of doubt, the Seller only sells and supplies bike framesets but not any complete ridable bike. The Seller shall have no obligation, duty or liability whatsoever in contract, tort or otherwise (including for loss of revenue, contracts, savings or profits or any other consequential loss) for any loss or damage arising from or in connection with any complete bike built by the Buyer and/or any third party, except to the extent that such loss or damage is caused solely by a defective frame or frameset supplied by the Seller.
- 11.2 The Seller’s aggregate liability under or in connection with any order, whether in contract, tort (including negligence), statute or otherwise, is limited to the net sum received by the Seller from the Buyer under that order in respect of the Goods in question.
- 11.3 The Seller shall have no obligation, duty or liability whatsoever in contract, tort or otherwise (including for loss of revenue, contracts, savings or profits or any other consequential loss) to the Buyer or to any third party arising from or in connection with these Terms or the sale of the Goods other than as expressly provided in these Terms.
12. DISCLAIMER OF LIABILITY
- 12.1 CHAPTER2 shall have absolutely no liability whatsoever in connection with the website services, information, external links or third party links on the Seller’s Website. CHAPTER2 shall have no liability whatsoever for any errors, omissions or inaccuracies in the information regardless of how caused or for delays or interruptions in delivery of the information: or any decision made or action taken or not taken in reliance upon the information furnished.
- 12.2 CHAPTER2 accepts no responsibility or liability whatsoever with regard to information on this site as the information is meant to be of a general nature only and is not intended to address the specific circumstances of any particular individual or entity.
- 12.3 The information provided on the Seller’s Website is not necessarily comprehensive, complete, accurate or up to date. The information is sometimes linked to external sites over which CHAPTER2 has no control and for which CHAPTER2 assumes no responsibility: CHAPTER2 shall have no liability for any loss or injury caused, in whole or in part, by its actions, omissions or negligence, or for any contingencies beyond its control in procuring, compiling or delivering any information. The information is not professional nor does it comprise legal advice (if you need specific advice, you should always consult a suitably qualified professional).
13. DISCLAIMER OF ENDORSEMENT
- 13.1 Any reference within external or third party links to any specific commercial products, process or service by trade name, trademark, manufacturer or otherwise, does not constitute or imply endorsement, recommendation or favoring by CHAPTER2.
- 13.2 The appearance of external or third party links does not constitute endorsement by CHAPTER2 of the linked web sites or the information, products or services contained therein. CHAPTER2 does not exercise any editorial control over the information you may find at these locations.
- 13.3 External or third party links may be provided for the convenience of the users of this site. CHAPTER2 is not responsible for the availability or content of these external or third party sites and does not endorse, warrant or guarantee any products, services, information, centers or schools described or offered at these links.
14. FORCE MAJEURE
- 14.1 The Seller shall not be responsible for any failure to fulfill any obligations under these Terms due to any circumstances (whether arising from natural causes, human agency or otherwise) beyond the reasonable control of the Seller including (but without prejudice to the generality of the foregoing) acts of God, or the public enemy, fire, explosions, floods, accident, storms, wars, riots, civil commotions, sabotage, embargo, strikes, lockouts, work stoppages or other labour disturbances from whatever cause arising, shortage of stocks or materials, acts of Government or compliance by the Seller and/or the Buyer with any order, direction or request of any governmental officer, department, agency, authority or committee thereof.
15. PRIVACY AND COOKIE POLICIES
16. GOVERNING LAW
- 16.1 These Terms and any Contract shall be governed by the laws of Hong Kong, without giving effect to any principles regarding conflict of laws.
- 17.1 All trademarks, service marks, tradenames, brand names, logos and product names, whether registered or unregistered, used on the Seller’s Website and/or the Goods (collectively the "Marks") are proprietary to CHAPTER2 or such Marks' respective owners. The Marks are protected by trademark, copyright and various other intellectual property rights. You are not allowed to use, copy, display or reproduce, in whole or in part, any such Marks without the prior written consent of CHAPTER2 and their respective owners..
- 17.2 For the avoidance of doubt, the Contract does not confer or grant, in any manner whatsoever, any license or right in respect of any Marks held by the Seller and/or any third party to the Buyer.
18. DISPUTE RESOLUTION
- 18.1 Any disputes between the Buyer and Seller arising out of or in connection with these Terms and/or any Contract is to be expressly submitted to the exclusive jurisdiction of the courts of Hong Kong.
- 19.1 These Terms, together with all policies referred to herein, constitute the entire agreement between the Buyer and the Seller relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between the Buyer and the Seller relating to the subject matter herein.
- 19.2 The Buyer may not assign its right and benefits in whole or in part hereunder without the prior written consent of the Seller.
- 19.3 In the event that any of these Terms are held to be invalid or unenforceable, it shall in no way affect or prejudice the enforceability of the other Terms.
20. THIRD PARTY RIGHTS
- 20.1 Notwithstanding any other provision of the Contract and these Terms, a person who is not a party to the Contract (a “Third Party”) shall not have any right under the Contracts (Rights of Third Parties) Ordinance (Cap.623, Laws of Hong Kong) to enforce any provision of the Contract and/or these Terms. For the avoidance of doubt, this provision does not affect any right or remedy of a Third Party which is available apart from the said Ordinance.
- 20.2 Notwithstanding any other provision of the Contract and these Terms, the consent or agreement of any Third Party is not required for rescission or variation of the Contract and/or these Terms.
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