Terms 

1.0 In these Conditions, unless the context otherwise requires:

• a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

• a reference to a party includes its personal representatives, successors and permitted assigns;

• a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

• any phrase introduced by the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

• a reference to writing or written includes e-mail

• the word Custom means a bespoke or customised product that has been made or altered to the customer’s specification or requirement.

2.0 Basis of Contract and Placing an Order

2.1 Unless otherwise agreed between the parties in writing, these Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 The Contract constitutes the whole agreement between LRA Moto and the Buyer for the supply of the Goods.

2.3 The Buyer shall submit an initial enquiry for the purchase of Goods via the Website, by telephone, or by email. LRA Moto shall review the enquiry and will get in touch with the Buyer to discuss the Buyer’s requirements, or to confirm it is able to meet the Buyer’s request. The Buyer’s initial enquiry shall not constitute an Order.

2.4 Once LRA Moto has confirmed it is able to meet the Buyer’s request, and subject to agreeing the Specification for the Goods, the Buyer may confirm that it wishes to proceed and place an Order for the Goods.

2.5 Each Order placed by the Buyer constitutes an offer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the Order (including the Specification, and any drawings, models and documents submitted to LRA Moto) is complete and accurate before it is placed.

2.6 After receiving an Order, LRA Moto will send an order acknowledgment email to the Buyer including confirmation of the Buyer’s Order details (Order Acknowledgement). The Order shall only be deemed to be accepted when LRA Moto sends the Order Acknowledgment to the Buyer, at which point the Contract shall come into existence.

2.7 On dispatch of the Goods, or at the point that the Goods are made available for collection, LRA Moto will send to the Buyer LRA Moto’s invoice for the Goods and a certificate of conformity for the Goods (if applicable).

2.8 If LRA Moto is unable to supply the Buyer with the Goods for any reason, LRA Moto will inform the Buyer of this by email or phone and will not process the Buyer’s Order. If the Buyer has already paid for the Goods, LRA Moto will refund the Buyer the full amount including any delivery costs charged as soon as possible.

2.9 These Conditions are made only in the English language.

2.10 Where the Goods are Custom Goods, the Buyer may not cancel its Order after LRA Moto issues its Order Acknowledgement. This restriction does not apply to off-the-shelf Goods, nor does it affect the Buyer’s right to reject or return Goods that do not conform to the Contract. Where the Buyer is a consumer purchasing off-the-shelf Goods, the Buyer’s statutory cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 are not affected by these Conditions.

3.0 Goods

3.1 LRA Moto reserves the right to make any changes to the Specification for the Goods only where such change is strictly necessary to conform with any applicable statutory or regulatory standards.

3.2 By purchasing Goods from LRA Moto, the Buyer agrees and confirms that the import, ownership or use of the Goods is not prohibited by any applicable laws within the country the Goods will be used in or delivered to.

3.3 LRA Moto does not warrant that the Goods will be suitable for any particular purpose the Buyer may seek to use them for.

3.4 Prior to placing an Order, the Buyer must satisfy itself that the Goods are fit for any particular purpose it intends to use the Goods for, and that the Goods meet any necessary health and safety requirements for that purpose.

3.5 The Buyer acknowledges and agrees that no Goods should be purchased for use in or in connection with any product which is unlawful under the laws of the relevant jurisdiction in which that product will be used.

4.0 Indemnity

4.1 The Buyer shall indemnify LRA Moto against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by LRA Moto in connection with any claim made against LRA Moto for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with LRA Moto’s use of the Buyer’s Specification, drawings or documents. This clause 4.1 shall survive termination of the Contract.

4.2 Prior to placing an Order, the Buyer must satisfy itself that any relevant design and/or drawing for custom products, to be submitted to LRA Moto does not infringe any third-party rights. LRA Moto reserves the right to terminate the Contract with the Buyer with immediate effect in the event that it reasonably believes or suspects that the Buyer’s designs, drawings or the Specification infringe any such third-party rights.

5.0 Warranty

5.1 LRA Moto warrants that on delivery, and for a period of 30 days from the date of delivery (Warranty Period), the Goods, excluding motorcycles or race parts (new and used), shall:

5.1.1 conform in all material respects with the Specification; and

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

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

5.2 Subject to clause 5.3, if:

5.2.1 the Buyer gives notice in writing to LRA Moto within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

5.2.2 LRA Moto is given a reasonable opportunity of examining such Goods if so requested; and

5.2.3 the Buyer (if asked to do so by LRA Moto) returns such Goods to LRA Moto’s place of business at LRA Moto’s cost, LRA Moto shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 LRA Moto shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:

5.3.1 the Buyer makes any further use of such Goods after giving notice in accordance with clause 5.2;

5.3.2 the defect arises because the Buyer failed to follow LRA Moto’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;

5.3.3 the defect arises as a result of LRA Moto following any drawing, design or Specification supplied by the Buyer;

5.3.4 the Buyer alters or repairs such Goods without the written consent of LRA Moto;

5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, improper use, excessive force (including but not limited to over-torquing) or abnormal storage or working conditions; or

5.3.6 the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.3.7 the Buyer has been notified of a defect and accepts the defective Goods under concession.

5.4 LRA Moto shall be under no liability in respect of any defect in the Goods arising from any Specification supplied by the Buyer.

5.5 Except as provided in this clause 5, LRA Moto shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.

5.6 Where the Buyer is acting in the course of a business, 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 Contract. Where the Buyer is a consumer, nothing in these Conditions affects the Buyer’s statutory rights under the Consumer Rights Act 2015.

5.7 These Conditions shall apply to any repaired or replacement Goods supplied by LRA Moto.

6.0 Data Protection

LRA Moto will collect Personal Data relating to the Buyer’s representatives in the course of providing the Goods. This is used by LRA Moto to fulfil the Buyer’s Order. The use of Personal Data for this purpose is necessary for the performance of the contract that will be in place between the Buyer and LRA Moto and for both LRA Moto and the Buyer’s legitimate interests in managing that agreement. For further information about how LRA Moto handles Personal Data, please refer to its Privacy Statement.

7.0 Title and Risk

7.1 The risk in the Goods shall pass to the Buyer on completion of delivery, or upon collection of the Goods by the Buyer (as applicable).

7.2 Title to the Goods shall not pass to the Buyer until the earlier of: (i) LRA Moto receives payment in full (in cash or cleared funds) for the Goods; and (ii) the Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in clause 7.4.

7.3 Until title to the Goods has passed to the Buyer pursuant to this clause, the Buyer shall: (a) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as LRA Moto’s property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (d) notify LRA Moto immediately if it becomes subject to any of the events listed in clauses 10.1.3 to 10.1.5; and (e) give LRA Moto such information relating to the Goods as LRA Moto may require from time to time. Notwithstanding anything in this clause 7, the Buyer may use the Goods in the ordinary course of business.

7.4 Subject to clause 7.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before LRA Moto receives payment for the Goods. However, if the Buyer resells the Goods before that time:

7.4.1 it does so as principal and not as LRA Moto’s agent; and

7.4.2 title to the Goods shall pass from LRA Moto to the Buyer immediately before the time at which resale by the Buyer occurs.

7.5 At any time before title to the Goods passes to the Buyer, LRA Moto may:

7.5.1 by notice in writing, terminate the Buyer’s right under clause 7.4 to resell the Goods or use them in the ordinary course of its business; and

7.5.2 require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.

8.0 Price and Payment

8.1 The price of the Goods will be as quoted by LRA Moto to the Buyer prior to the Order being placed.

8.2 All prices shall be quoted, all invoices raised, and all payments made, in pounds sterling (£) unless otherwise stated in the Order.

8.3 Any price quoted by LRA Moto for the Goods shall be valid for 14 days only (or such other period as is stated on LRA Moto’s quotation, or otherwise communicated to the Buyer by LRA Moto), after which time the price may vary.

8.4 Any price quoted by LRA Moto for the Goods is applicable for the Goods (and relevant quantity of Goods) requested only, and LRA Moto does not guarantee that the same price will apply to any Goods of the same type ordered at a later date due to pricing fluctuations from time to time.

8.5 Unless otherwise stated the price of the Goods quoted to the Buyer does not include delivery charges or VAT. The delivery charges are as advised to the Buyer prior to the Order being accepted.

8.6 Payment for the Goods and all applicable VAT and delivery charges shall be due within 30 days after the end of the month in which the invoice was supplied by LRA Moto.

8.7 If payment of any invoice is not made by the relevant due date, LRA Moto shall be entitled to:

8.7.1 require payment in advance of delivery in relation to any Goods due to be delivered to the Buyer; and/or

8.7.2 suspend delivery of any undelivered Goods (whenever ordered and under any contract between the Buyer and LRA Moto) until the overdue payment is made, without incurring any liability whatever to the Buyer for non-delivery or delivery delay.

8.8 LRA Moto may invoice the Buyer in respect of any payments due to LRA Moto in accordance with these Conditions. Any such invoices shall be payable by the Buyer within 30 days after the end of the month in which the invoice was issued by LRA Moto and the terms set out in clause 8.7 shall apply in respect of any late payment.

9.0 Limitation of Liability

9.1 Notwithstanding any other provision of the Contract, the liability of the parties shall not be excluded or limited in any way which cannot legally be limited, including liability for:

9.1.1 death or personal injury caused by negligence;

9.1.2 fraud or fraudulent misrepresentation;

9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

9.1.4 defective products under the Consumer Protection Act 1987.

9.2 Subject to clause 9.1, LRA Moto shall not be liable to the Buyer for any of the following types of loss:

9.2.1 direct loss of profits;

9.2.2 loss of sales or business, contracts or opportunity;

9.2.3 loss of anticipated savings;

9.2.4 loss of anticipated profit including loss of profit on contracts;

9.2.5 loss of use or corruption of software, data or information;

9.2.6 damage to property;

9.2.7 loss of or damage to goodwill or reputation; and

9.2.8 any special, indirect or consequential loss or damage however caused including:

9.2.8.1 any indirect loss of profit; or

9.2.8.2 any indirect loss of anticipated profit; or

9.2.8.3 any indirect loss of anticipated savings; or

9.2.8.4 loss of use of money or revenue; or

9.2.8.5 any other special, indirect or consequential loss, and the parties agree that the categories of loss as referred to at this clause 9.2 shall be distinct and severable.

9.3 Subject to clauses 9.1 and 9.2, LRA Moto’s total liability to the Buyer whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise shall not exceed the lower of;

9.3.1 an amount equal to the value of the Order multiplied by two; or

9.3.2 £ 100,000.

9.4 This clause 9 shall survive termination of the Contract.

10.0 Termination

10.1 Without affecting any other right or remedy available to it, LRA Moto may terminate the Contract with immediate effect by giving written notice to the Buyer if:

10.1.1 the Buyer commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so by LRA Moto;

10.1.2 the Buyer fails to make payment for the Goods or delivery of the Goods and fails to remedy such late payment within fourteen days from the due date;

10.1.3 the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

10.1.4 the Buyer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

10.1.5 the Buyer’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

10.2 Without affecting any other right or remedy available to it, LRA Moto may suspend the supply of Goods or all further deliveries of Goods under the Contract or any other contract between the Buyer and LRA Moto if the Buyer fails to pay any amount due under the Contract on the due date for payment, the Buyer becomes subject to any of the events listed in clause 10.1.2 to clause 10.1.5, or LRA Moto reasonably believes that the Buyer is about to become subject to any of them.

10.3 If the Buyer becomes aware that any event has occurred, or circumstances exist, which may entitle LRA Moto to terminate the Contract under this clause 10, it shall immediately notify LRA Moto in writing.

10.4 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of LRA Moto at any time up to the date of termination.

11.0 Force Majeure

11.1 A party shall not be liable if delayed in or prevented from performing its obligations due to a Force Majeure Event, provided that it promptly notifies the other of the Force Majeure Event and its expected duration and uses reasonable endeavours to minimise the effects of that event.

11.2 A Force Majeure Event means an event beyond a party’s reasonable control which by its nature could not have been foreseen or if it could have been foreseen was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, pandemic, epidemic or similar events, acts of government, war, terrorism, riot, civil commotion, malicious damage, accident, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosion, collapse of building structures, fire, flood, storm, earthquake, loss at sea, shortage or unavailability of raw materials, natural disasters or extreme adverse weather conditions or default or delay of suppliers or subcontractors.

11.3 If, due to a Force Majeure Event, a party is or shall be unable to perform a material obligation or is delayed in or prevented from performing its obligations for a continuous period exceeding 14 days or total of more than 30 days in any consecutive period of 60 days, the other party may, within 30 days, terminate the Contract on immediate notice and the parties shall, within 30 days, renegotiate the Contract to achieve, as nearly as possible, the original commercial intent.

12.0 Notices

12.1 Any notice or other communication given by one party to the other under or in connection with the Contract must be in writing and sent by pre-paid first-class post or other next working day delivery service, or email.

12.2 Any notice given by a party under these Conditions is deemed to have been received:

12.2.1 if sent by pre-paid first-class post or other next working day delivery service, at 9:00am on the second Business Day after posting; or

12.2.2 if sent by email, at 9:00am the next Business Day after transmission.

12.3 The provisions of this clause 12 do not apply to notices given in legal proceedings or arbitration.

13.0 General

13.1 LRA Moto may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

13.2 The Buyer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of LRA Moto.

13.3 Any variation of the Contract only has effect if it is in writing and signed by both parties (or its respective authorised representatives).

13.4 Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

13.5 If any provision of these Conditions (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these Conditions shall not be affected.

13.6 A waiver of any right or remedy under these Conditions or at law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.7 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

13.8 A person who is not a party to the Contract shall not have any rights to enforce its terms.

13.9 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.