DC Battery Technologies Ltd. Conditions of Sale
1.1 Definitions. In these Conditions, the following definitions, will have the following meanings.
Conditions: The terms and conditions of sale set out in this document.
Contract: The contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions. Customer: The persons or firm who purchases the Goods from the Supplier.
Supplier: D C Battery Technologies Ltd. (registered in England and Wales with Company Number 12999001) whose registered address is DC Powerhouse 25 Earlstrees Road, Corby, Northamptonshire, NN17 4AZ.
Goods: the goods (or any part of them) set out in the Order.
Force Majeure: A Force Majeure Event means any event beyond a party's reasonable control.
Order: The Customer's order for the Goods, as set out in the Customer's purchase order form, the Customer's written acceptance of the Supplier's quotation.
Warranty Period: means length of time that the manufacturer or supplier is guaranteeing said product against manufacturers defects, from the date of delivery of goods.
Transgression: Means breach of contract or other act or omission or statement of the seller, its employees, agents or subtractors of which the seller is liable to the customer.
1.2 Construction. In these Conditions, the following rules apply: (a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). (b) A reference to a party includes its personal representatives or permitted assigns. (c) A reference to a statute or statutory provision is a reference to such statute or 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. (d) Any phrase introduced by the terms including, include, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. (e) A reference to writing or written includes faxes and e-mails.
2.1 These Conditions apply to all sales of Goods by the Seller to the exclusion of all other terms and conditions. No additions, variations or modifications to these Conditions shall be binding upon the Seller unless expressly agreed by the Seller. 2.2 Any samples, drawings, descriptive matter, or advertising produced by the supplier and any descriptions or illustrations contained in the supplier's brochures or data sheets are produced for the sole purpose of giving an approximate idea of the goods described in them. They shall not form part of the Contract or have any contractual force. Unless expressly incorporated, the same shall not form part of the Contract and this is not a sale by sample. 2.3 The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract. 2.4 The Customer may receive secret and confidential information belonging to the seller based on the seller’s (or its technical collaborators’) design and development work of the Goods. The Customer shall not use or disclose any such secret or confidential information to any third party or otherwise without the Seller’s consent. Any intellectual property rights which belong to the Seller shall remain vested in the seller.
3. BASIS OF CONTRACT, ORDERS and QUOTATIONS.
3.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. 3.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order submitted by the Customer are complete and accurate. 3.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence. 3.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of the Supplier which is not set out in the Contract. 3.5 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 business days from its date of issue.
4. PRICE AND PAYMENT
4.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery. 4.2 The price of the Goods is exclusive of the costs and charges of packaging, insurance, and transport of the Goods, which may be invoiced to the Customer. 4.3 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods. 4.4 The Supplier may invoice the customer for the Goods on or at any time after the completion of delivery. Save where the Customer has agreed in writing with the Supplier to pay for the Goods by credit account and continues to comply with the terms and conditions of such account, the Customer shall pay the invoice in full and in cleared funds by the end of the month following the month the invoice was dated. Payment shall be made to the bank account nominated in writing by the Supplier. 4.5 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer. 4.6 All payments which are due to the Supplier from the Customer shall be made on or before the due date set out above as a condition precedent to future deliveries under this Contract or any other contract. 4.7 If any payment is overdue then the whole amount owed by the Customer to the Supplier shall become immediately due and payable. 4.8 The Supplier reserves the right to cease deliveries and to sue for payment of overdue accounts in addition to charging interest.
5. Delivery and Force Majeure
5.1 Delivery of the Goods shall take place at the Seller’s place of business. The Customer shall take delivery of the Goods within 7 days of the Seller giving it notice that the Goods are ready for delivery. If delivery is not completed within this period due to default of this condition by the customer, the Seller shall be entitled to terminate the Contract, dispose of the Goods and obtain compensation from the Customer for breach of this Condition. 5.2 Dates for delivery are estimates only. Time shall not be of the essence for delivery. 5.3 Subject to the other provisions of these Conditions, the Seller shall not be liable for any direct, indirect or consequential expenses, losses, costs, charges or damages (including without limitation, pure economic loss, loss of profits, loss of business, loss of goodwill and similar loss) caused directly or indirectly by late performance or delay in delivery of the Goods (even if caused by the Seller’s negligence) and delays shall not entitle the Customer to rescind or terminate the Contract unless such delay exceeds 90 days. 5.4 The Seller may defer the date of delivery or cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller. Caused by a Force Majeure event, meaning any 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, or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions 5.5 The Seller reserves the right to make delivery by instalments and to submit invoices for Goods supplied as part of an order. Each instalment shall be a separate contract and no cancellation or termination of any one contract relating to an instalment shall entitle the customer to repudiate or cancel any other Contract or instalment. 5.6 The Seller shall not be liable for non-delivery of Goods (even if caused by the Seller’s negligence) unless the Customer gives written notice to the Seller within 14 days of the date when the Goods would in the ordinary course of events have been received and the Seller’s liability for non-delivery shall be limited to replacing the Goods within a reasonable time or (at the Seller’s discretion) raising a credit note in respect of the Goods.
6. TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery. 6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, or the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause. 6.3 Until title to the Goods has passed to the customer, the customer shall store the Goods separately from all other goods held by the customer so that they remain readily identifiable, not remove, deface, or obscure any identifying mark or packaging on or relating to the goods, maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery. 6.4 The Customer may resell or use the goods in the ordinary course of its business before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time, it does so as principal and not as the supplier’s agent, title to the Goods shall then pass from the supplier to the customer immediately before the time at which resale by