“Buyer” means the person whose order for the Goods is accepted by the Company
“Company” means Battery Dynamics Limited (Company No. 12078531) whose registered office is at Unit 6 Capitol Court, Barnsley, England, S75 3UD, United Kingdom
“Contract” means the contract for the sale and purchase of the Goods
“Terms” means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Buyer and the Company
“Writing”, and any similar expression, includes electronic mail, likeness transmission and comparable means of communication
All orders will be accepted and goods or services supplied only subject to these terms and conditions of sale (and each order and the Company’s acceptance of the order shall hereinafter be termed ‘the Contract’) and any person, firm or company (hereinafter termed ‘the Buyer’) supplied by BATTERY DYNAMICS LIMITED (Company No. 12078531) (hereinafter termed ‘the Company”) accept that these terms and conditions govern all contractual dealings between them. The Buyer may supply additional terms, but these must first be accepted by the director or an authorised delegated person in writing if the Buyers terms have not been accepted in writing hence these terms supersede all other terms from the Buyer.
No order shall be accepted until the Company, either expressly by giving notice of acceptance or impliedly by fulfilling the order, accepts the offer. This agreement requires both parties to be compliant with government regulations and laws.
No employee or other person acting or purporting to act on behalf of the Company is authorised to agree or effect any alteration in these terms or make or give any representation or warranty to the goods or services save only that a Director of the Company may, in writing, agree such alterations or make or give such representation or warranties.
Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
CONTRACT & ORDERS
Offers contained in brochures, advertisements, etc. are subject to change without obligation, including price information. The designations and specifications defined at the time of the conclusion of the contract constitute the technical status at this time. The Company reserves the right to make design changes for deliveries under this contract unless these changes are of a fundamental nature and the contractual purpose is not significantly limited. Purchase contracts up to a value of 2000 GBP are concluded by order of the customer, as long as Battery Dynamics Limited does not object immediately. For order values beyond this an order confirmation by Battery Dynamics Limited is required.
The Buyer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable part number) submitted by the Buyer, and for providing the Company with any necessary information relating to the Goods within sufficient time to enable the Company to perform the Contract in accordance with its terms.
If any label or other marking is to be applied to the Goods by the Company at the request or direction of the Buyer, the Buyer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with, or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Company’s use of the Buyer’s labels or other markings.
No order which has been accepted by the Company may be cancelled by the Buyer except with the agreement in Writing of the Company and on terms that the Buyer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
PRICES
For purchase contracts the agreed prices apply. All prices exclude statutory value added tax and shipping costs unless otherwise agreed in writing. Prices may be increased by the Company to the extent necessary to enable the Company to recover any increases in costs incurred by the Company prior to the date of despatch.
The price of the Goods shall be the price listed in current price list supplied by the Company to the Buyer or, where no such price list has been supplied (or any such price list is no longer valid), the price listed in the Company’s published price list current at the date of acceptance of the order. Prices set out in the Company’s price lists may be altered by the Company at any time upon giving notice to the Buyer.
The Company reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company, any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate information or instructions.
The price and any delivery charges are exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Company.
QUOTATIONS
Quotations do not constitute a firm offer and shall not bind the Company until an order has been placed and accepted.
BUYER’S TERMS
The Company does not recognise any terms and conditions of contract supplied by the Buyer unless any such terms and conditions are specifically acknowledged and agreed in writing by a Director of the Company. Acceptance of, or compliance with, or implementation of orders does not imply acceptance of the Buyer’s terms and conditions by the Company.
TRANSPORT
Transport options are decided by the Company in the contractual terms agreed with the client. If the buyer is collection goods they will be informed once the goods are ready to be collected. Goods will normally be delivered carriage paid. However, the Company reserves the right to charge any deliveries of small value or special deliveries at the discretion of the Company.
Mentioned delivery dates are nonbinding and the Company shall not be liable for any delay in delivery of the goods howsoever caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Company in writing. The Goods may be delivered by the Company in advance of the quoted delivery date on giving reasonable notice to the Buyer. The delivery period is extended if the address information is incorrect or the packages cannot be delivered. The buyer must bear the costs for incorrect address information.
Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
The Buyer shall be responsible for unloading the Goods from the Company’s transport upon delivery and shall provide all necessary manpower and machinery required for such purposes.
RETURN OF GOODS
Goods which have been supplied in accordance with the Buyer’s order may only be returned at the discretion of a Manager or Director of the Company. After a period of four weeks from delivery, any goods authorised to be accepted for credit will be subject to a handling charge of fifteen per cent to cover the cost of refurbishing or repackaging. Goods ordered or made specially cannot be accepted for credit.
DELIVERY CLAIMS
Delivery claims for damage or shortage of goods found by the Buyer must be notified to both the Company and the transporter within 48 hours of receipt of goods. The Buyer is responsible to note on the delivery note any damages if severely noticeable at the point of delivery. Claims for non-delivery of goods must be notified by the Buyer to the Company within 5 working days of the invoice date. Failure to do so will free the Company from any liability in this respect. Where any valid claim in respect of damage or shortage of goods is notified to the Company in accordance with these Conditions the Company shall make up any shortage or replace the goods (or the part in question) free of charge (as the case may be) within a notified period but the Company shall have no further liability to the Buyer.
WARRANTY AND LIABILITY
The warranty for the deliveries and services provided by us are initially limited to the right to repair or replacement. If rectifications or replacement fail, the customer is entitled to reduce the remuneration or the purchase price or to withdraw from the contract. This is only possible with the second failed attempt. In case of misuse and improper use of the goods, the customer bears the costs of repair or replacement. Incidentally, the warranty is based on the existing statutory provisions. The legal warranty period is 2 years and begins with the delivery of the object of purchase. In addition, there may be warranty claims against the manufacturer of the delivery item if the manufacturer makes a guarantee promise for his product. The scope depends on the content of the guarantee given by the manufacturer. In this regard, we point out that the manufacturer’s warranty conditions may vary depending on the country of delivery to the consumer in relation to the content of the warranty terms.
The above warranties are given by the Company subject to the following conditions: –
– The Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration or repair of the goods without the Company’s approval.
– The Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the goods has not been paid by the due date for payment.
– misuse of the Goods including in particular but without limitation to use with vehicles or equipment for which the Goods are not designed or specified or are otherwise inappropriate.
Where the goods are sold under a consumer transaction (as defined by the Consumer Transaction (Restrictions on Statements) Order 1976), the statutory rights of the Buyer are not affected by these conditions.
The Company shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Company’s reasonable control.
A claim by the Buyer which is based on any shortages or other failure in delivery of the Goods shall be notified to the Company within three days from the date of delivery or (where the shortage or other failure was not apparent on reasonable inspection) within a reasonable time after discovery of the shortage or failure. If delivery is not refused, and the Buyer does not notify the Company accordingly, the Company shall have no liability for such shortage or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
The Company shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:
- Act of God, explosion, flood, tempest, fire or accident;
- war or threat of war, sabotage, insurrection, civil disturbance or requisition;
- acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
- import or export regulations or embargoes;
- strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);
- difficulties in obtaining raw materials, labour, fuel, parts or machinery;
- power failure or breakdown in machinery.
RESERVATION OF TITLE
The title ownership of goods is not passed until the full amount has been paid for goods and The Company holds full entitlement to the goods until payment in full. The Buyer will hold the goods as the Company’s fiduciary agent and bailee and shall keep the goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Company’s property.
The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness of any of the goods which remain the property of the Company, but if the Buyer does so, the Buyer’s right to possession of the goods shall terminate immediately and all monies owing by the Buyer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
PAYMENT OF CREDIT ACCOUNTS
All credit accounts are agreed based on being nett monthly credit accounts. The Buyer will only be allowed a credit facility if the credit reference agency report(s) obtained by the Company (as to which the Buyer hereby consents to the disclosure of such report(s) to the Company for the purposes of this clause) and the accounts and other financial information and bank and trade references supplied by the Buyer are wholly satisfactory to the Company. The Company will obtain such report(s) and take up such references as quickly as possible.
The Company may require the Buyer to set up and maintain a direct debit facility with its bankers as a condition of the Company allowing the Buyer a credit facility.
The Company will inform the Buyer when the Buyer’s account with the Company has been opened and of the credit limit imposed on the account. The Buyer will only be allowed a credit facility when its account has been opened and then only to the credit limit imposed on the account.
The Company reserves the right to vary the terms upon which it allows the Buyer a credit facility, or to withdraw a credit facility at any time and for any reason. Any variation in such terms or withdrawal of a credit facility will be notified to the Buyer and will take immediate effect.
If the Buyer breaches any of these Terms (including, but without limitation, this clause) or if the Company withdraws the Buyer’s credit facility then without prejudice to any other rights or remedy available to the Company the full price of all Goods supplied but not yet paid for shall become immediately due and payable notwithstanding any previous agreements or arrangements to the contrary.
All accounts must be paid on the date allocated on the invoice. If the client disagrees with the payment date they must inform the Company in writing within 24 to 48 hours. The Buyer does not hold the right to withhold payment until this is resolved or they are subject to the late payment clause.
Where any valid warranty claim is made in respect of Goods supplied on credit if the Company decides to refund to the Buyer the price of the Goods (or a proportionate part of the price) such refund will be made by credit to the Buyer’s account.
Default in payment – In the event of default of payment, the Company reserves the right to the following:
- suspend or cancel credit facilities
- charge a £40 administrational fee for late payment
- suspend any further deliveries to the Buyer
- cancel the Contract and recover the Goods
- charge the Buyer interest (both before and after any judgment) on the amount unpaid pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 (‘the Act’), at the rate of 8 per cent per annum above Bank of England base rate from time to time, until payment in full is made;
- demand compensation for late payment pursuant to section 5A of the Act as amended by the Late Payment of Commercial Debts Regulations 2002
A payment is only deemed to have taken place and paid in full if Battery Dynamics Limited can dispose of the amount. Payment of invoices is agreed by the Company on the invoice.
IT IS THE BUYER’S RESPONSIBILITY TO ENSURE THAT PAYMENT IS MADE TO THE COMPANY BY THE DUE DATE.
LIQUIDATION OF THE BUYER
This clause will apply under any of the following conditions:
1. The Buyer makes an intended agreement with its creditors or becomes subject to an Administration Order or (being an individual or firm) becomes bankrupt or (being a Company) goes into liquidation (otherwise than for purposes of amalgamation or reconstruction). OR
2. An encumbrancer takes possession, or a Receiver is appointed, of any of the property or assets of the Buyer. OR
3. The Buyer terminates, or threatens to terminate, to carry on business; OR
4. The Company judiciously learns that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
If this clause applies, then the Buyer’s rights of ownership of the goods shall cease instantly and without prejudice to any other right or remedy available to the Company, the Company shall be permitted to cancel the contract or suspend any further deliveries under the contract, without any liability for the Buyer, and if the goods have been delivered but not paid for, the price shall become instantly due and payable notwithstanding any previous agreement to the contrary.
TECHNICAL ADVICE
No liability shall result from Products that have been used by the Customer in any way at variance with the manufacturer’s instructions.
Any technical advice or service given by the Company shall not amount to a warranty for any purpose, other than in accordance with the manufacturer’s specifications.
No drawings, descriptive matter, weight, dimensions or shipping specifications issued by the Company or the manufacturer of the Products, nor the descriptions and illustrations contained in the Company’s or manufacturer’s catalogues, price lists or other professional material will form part of the Contract nor be regarded as a warranty or representation relating to the Products.
Battery Dynamics Limited can offer limited Technical Support Services, however the company does not take responsibility for the installation of any of its products and will not be held liable for any consequential losses associated with an incorrect installation.
Any advice or recommendation given by the Company or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Company, is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
REFUSAL OF ACCEPTANCE BY THE BUYER
If the customer refuses acceptance and withdraws from the purchase contract, The Buyer must bear the processing costs incurred. We exclude the UN sales law, British law applies.
PLACE OF PERFORMANCE, PLACE OF JURISDICTION
Insofar as the purchaser is a registered trader, a legal entity under public law or a special fund under public law, the place of jurisdiction for any disputes arising from the contracts and related legal relationships for both parties shall be the court competent for the registered office of the Company. Battery Dynamics Limited is also entitled to sue at the Buyer’s place of business. If one of the provisions of these GTC or of the delivery contract proves to be ineffective, the remaining provisions shall remain unaffected and continue to be effective. For all deliveries, including cross-border, British law is deemed to be agreed, to the exclusion of British international purchase law.