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Trade & B2B Terms and Conditions

Genpower Ltd Standard Terms & Conditions B2B / Trade Partners

 

  1. ABOUT US AND THESE TERMS 

    1. Genpower Ltd (trading as either Genpower, Evopower, Hyundai Power Products, Hyundai Power Equipment, P1, JCB Tools, Power Spares, or Powersite) is a limited company, registered in England and Wales with company number 05758983, and registered office address at Isaac Way, Pembroke Dock, Pembrokeshire, SA72 4RW (hereinafter “Genpower”, “we”, “us” or “our”). VAT ID: GB869891150. Our group of companies includes our subsidiaries and holding company and those owned by our holding company in accordance with the Companies Act 2006 (“Group of Companies”).

    2. These terms and conditions together with the documents referred to in them (together the “Terms”) tell you the basis on which we will supply our goods (“Goods”) to you.  Please read these Terms carefully before ordering any Goods.  

    3. These Terms only apply if you are a business, trade, profession or acting in the capacity of a director, sole trader or partner, and have registered with us as a reseller (hereinafter a “Business Customer”). Following registration, each Business Customer shall be issued with a price file setting out the wholesale price band allotted to that Business Customer. Customers to which you re-sell Goods shall be referred to in these Terms as “End Customers”. 

    4. References in these Terms to a “Website” means the website through which you place an order. 

    5. By placing an order for Goods through the dealer portal on the Website, or by email, or by telephone (hereinafter an “Order”), you agree to be bound by these Terms, to the exclusion of any other terms, and no other terms are implied by trade, custom, practice or course of dealing.

    6. In particular, we draw your attention to clause 14 below where we limit our liability to you.

  2. ABOUT YOU

    1. You acknowledge that:

      1. These Terms apply when you Order Goods through our dealer portal, by email, or by telephone; and

      2. We do not sell directly to retail consumers under these Terms.

    2. By placing an Order with us, you warrant that:

      1. You are a Business Customer;

      2. You are authorised to enter into a binding contract on behalf of the business;

      3. The information that you provide to us during the process of registering and placing an Order for Goods is accurate, complete and is not misleading or fraudulent; and

      4. You are fully aware of and understand our Terms.

  3. GOODS AND ORDERS

    1. Following your submission of an Order, unless we expressly state otherwise, the contract will come into existence and be legally binding when your Order (however it is placed) is accepted by us and we issue you, by e-mail, with a file containing the tracking information for your Order (hereinafter the “Contract”).

    2. Each Order for Goods placed by you to us will be deemed to be an offer by you to purchase Goods subject to these Terms. Each Order for Goods shall constitute a separate Contract incorporating these Terms.

    3. We are under no obligation to accept Orders. We may, at our discretion, contact you to inform you that we are unable to accept your Order for any of the following non-exhaustive reasons:

      1. The Goods are no longer available;

      2. We are unable to authorise your payment;

      3. There has been a mistake regarding the pricing or description of the Goods (including the expiry of any promotion);

      4. It is illegal for us to sell and/or for you to purchase the Goods ordered;

      5. Our right to limit the number of any given Goods which can be purchased by a customer; or

      6. You fail to meet the criteria set out in clause 2.2.

    4. We do not guarantee the suitability of any Goods Ordered by you for any purpose. You will be liable for all costs incurred should Goods be Ordered by you be unsuitable.

    5. You may amend your Order prior to our acceptance by contacting us directly and we will use our reasonable endeavours to comply with your request but we make no guarantee that we will be able to amend or cancel your Order.

    6. You agree that it is your responsibility to ensure that you have Ordered the correct Goods from us.

    7. If we are unable to supply the Goods Ordered, we may offer to substitute such Goods with alternative goods of equivalent or matching value and quality. We will use our reasonable endeavours to notify you of such substitution, upon which you will be entitled to refuse to accept such substitutes or request a full refund. Where there are alternative Goods offered by us, you are wholly responsible for ensuring that they are the correct or suitable Goods or part. We do not provide any advice in this regard and shall not be held responsible for any such suitability.

    8. You agree and must ensure that the information you provide to us during the process of placing your Order and any applicable specification is complete, accurate and not misleading. We shall not be held responsible for any inaccuracies, incomplete or misleading information that you provide to us.

    9. All brochures, specifications, drawings, catalogues, particulars, shapes, descriptions and illustrations, application guides and information, price lists and other advertising matter are intended only to present a general idea of the Goods described in them and the images of the Goods on the Website or otherwise in any brochures, or promotional materials are for illustrative purposes only. We cannot guarantee that the appearance and/or colours of Goods (including without limitation paint) shown on the Website or otherwise exactly reproduces the appearance and/or colours of the physical Goods themselves. Natural products may show some colour variations against your product colour (whereby such colour may have been distorted e.g. due to weather conditions).

    10. We reserve the right to deliver Goods of a modified design provided that any difference does not amount to a material change in the nature and function of the Goods.

    11. In these Terms, “Special Order” means any Goods that are not held in stock by us (a non-stock item) and are therefore Ordered and/or manufactured specifically as per your request. 

    12. We retain all copyright and title to all documentation relating to Goods delivered to you by us. This documentation may only be used for the purposes intended in the Contract and not for any other purpose without our permission. It must be returned on demand.

    13. Technical specifications are approximations unless specifically stated otherwise. 

    14. You will not remove, alter, deface, obfuscate or tamper with any of the trade marks, names or numbers affixed to or marked on the Goods nor allow anyone else to do so as appropriate action may be taken by us (or the manufacturer) against you for such infringements.

    15. In the event that Goods are manufactured in accordance with any design or specification provided or made by you, you will compensate us in full on demand for all claims, expenses and liabilities of any nature in connection with them, including any claim, whether actual or alleged, that the design or specification infringes the rights of any third party. 

    16. We prohibit the recording of any telephone calls by you, with us and any audio or video recording of any on-site attendance, or any other activities of our staff without our prior written consent. We may record telephone conversations for training and monitoring purposes and any such recordings will be processed in accordance with our Privacy Notice, a copy of which can be found on the Website.

  4. PROMOTIONS AND INCENTIVES

    1. On occasions we will offer promotional discounts (including without limitation discounts, offers, promotions, prize draws, vouchers, competitions etc) via different channels to new and/or existing Business Customers.

    2. By purchasing Goods at promotional prices, you agree that:

      1. A promotional price cannot be used in conjunction with any other offer, discount or promotion, meaning only one promotional discount can be applied to an Order;

      2. A promotional discount can be redeemed at the appropriate point on the Order process for a qualifying purchase or in the case of discounts, offers, vouchers and/or free items, as expressly advertised;

      3. Promotional discounts are not exchangeable for cash and are not to be used in conjunction with any other offer, discount or promotions, unless expressly advertised; 

      4. Where the promotional price is subject to a minimum spend requirement, redemption is only permitted in respect of the purchase of the qualifying products; 

      5. Promotional discounts are not available to employees of Genpower Limited or any other of our Group of Companies;

      6. We accept no responsibility for promotional discounts not claimed at the point of placing and Order. Discounts cannot be claimed retrospectively;

      7. Promotional discounts are only valid during the period identified and, on the dates, and for the products specified; 

      8. While promotions may be publicised as for a specific period, we reserve the right to end promotions early, without notice; and

      9. We reserve the right to (i) cancel or withdraw any promotional price (ii) refuse to allow any Business Customer to participate in the promotional offer, (iii) decline to accept orders where, in its opinion the promotional price is invalid for the Order being placed (iv) exclude any single or group of products from any general promotion. Remove all discounts at any time without giving notice. 

  5. PRICES

    1. The prices of the Goods are as quoted to you at the time you place an Order, except in cases of error (see clause 5.2.1). This price shall be calculated with reference to our price list, your allocated wholesale price band, and less any agreed discount in accordance with clause 4. The price lists may be amended at any time without notification to take into account any increase in our costs (including but not limited to the cost of materials, labour, transport or other overheads, any tax, duty or variation in exchange rates).

    2. The price quoted for Goods in accordance with clause 5.1 is subject to the following exceptions:

      1. Whilst we try to ensure that all our prices quoted at the time of the Order are accurate, some prices may be incorrectly listed on our internal management systems and /or on our price list. If we discover an error in the price of the Goods Ordered, we will inform you as soon as possible and offer you the Goods at the correct price. We are under no obligation to provide Goods to you at an incorrect, lower price, even after we have acknowledged your Order or despatched the Goods. If we cannot contact you, we may treat the Order as cancelled. If payment has been made and you wish to cancel your Order, you will receive a full refund of the price paid.

      2. We list prices as both inclusive and exclusive of VAT. All prices are exclusive of any other sales tax or duty that may be applicable which will be payable in addition to the price unless otherwise stated.

      3. Prices quoted do not include delivery outside of mainland UK. A delivery surcharge will be applied to all items shipping to location including but not limited to the Scottish Highlands and offshore islands. The delivery costs (if any) will be quoted to you at the time you place your Order or prior to your Order being processed. Our standard delivery services are to destinations in the mainland United Kingdom and we will select the mode of transport. The entire cost of any other mode of transport which you may specify will be borne by you, as will delivery to locations outside of the United Kingdom.

      4. In case of small Orders, we will be entitled to make a minimum Order charge or to add a surcharge for delivery, details of which will be provided to you at the time of Order acknowledgement.

      5. No allowance will be credited for Goods collected from our premises by you rather than delivered by us.

      6. Promotional Orders, or discounted offers do not count towards any pre-agreed rebate schemes that are in place.

  6. QUOTATIONS

Unless otherwise stated all quotations are valid only for 30 days from their date of publication.

  1. PAYMENT

    1. Payment of invoices will be made in full to us without deductions or set-off in accordance with the payment terms notified by us to you or if no such terms are advised, not later than the 30th day of the following month after the invoice date. You guarantee your creditworthiness in placing an Order. If after confirmation of the Order by us, doubts arise as to your creditworthiness, then all payments will become due immediately unless adequate security can be offered by you which shall only be accepted by us at our sole and absolute discretion.

    2. We reserve the right to charge a credit card surcharge if you elect to pay us by company credit card.

    3. Payments by credit or debit card will only be accepted where the card holder is present in person at our premises or where the card in question has been verified by us. We may also need to take additional security steps via the relevant card issuer.

    4. Unless we confirm otherwise, payment in full is required for Special Orders at the time the Special Order is placed.

    5. Without prejudice to any other rights that we may have (including the right to suspend any further deliveries or installation), if you fail to pay the invoice price by the due date. We may charge interest on any overdue amount, and such interest shall accrue on a daily basis from the due date, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and require you to indemnify us for all costs and expenses (including legal costs) incurred in the collection of any overdue amount.

    6. We do not accept any form of payment via cheque. 

    7. We shall not accept any cash payments.

  2. DELIVERY AND UNLOADING

    1. We may use a third party carrier to deliver the Goods.

    2. The Goods are delivered to your requested delivery location when we make them available to you at a delivery point agreed by us. You accept full responsibility for goods delivered to locations outside of your registered trading address that are later found to be fraudulent. Orders cannot be cancelled once goods are marked as dispatched.

    3. Time of delivery will not be of the essence and any delivery date is an estimate only. We shall use all reasonable endeavours to avoid late deliveries. You will have the right to cancel any Order without liability to us if delivery is more than 30 days late. This clause 8.3 sets out your only remedy for such delay.

    4. The quantity of any consignment of Goods as recorded by us upon despatch from our place of business will be conclusive evidence of the quantity received by you or your End Customer on delivery unless you can provide conclusive evidence proving the contrary.

    5. Our liability for non-delivery of the Goods will be limited to, at our discretion, replacing the Goods within a reasonable time, issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods or a refund of the purchase price paid.

    6. Any claim that any Goods have been delivered damaged or do not materially comply with their description must be notified by you to us within 48 hours of their delivery. Please note that supporting evidence is required for all damage claims. This must include a photograph of the damaged item, a photograph of the machine serial number, a photograph of internal and external packaging received, a photograph of the courier label. Provided that you return such Goods to us in accordance with clause 13, we will at our sole discretion replace such damaged Goods or replace the damaged parts, or issue you with a credit note for the price of such Goods or refund the price paid for such Goods. The provisions of this clause 8.6 set out your sole remedy in such circumstances.

    7. We may (at our discretion) deliver the Goods by instalments in any sequence. Where the Goods are delivered by instalments, no default or failure by us in respect of any one or more instalments will vitiate the Contract in respect of the Goods previously delivered or undelivered Goods.

    8. If you or your designated delivery location fail to take delivery of the Goods or any part thereof at the time agreed for delivery, then we will be entitled to charge you the cost of re-delivery, cancel or suspend such delivery and all other outstanding deliveries and to charge you for the loss suffered.

    9. If you or your designated delivery location fail to take delivery of the Goods or fail to give us adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond your reasonable control or by reason of our fault) then, without limiting any other right or remedy available to us, we may at our absolute discretion:

      1. Store the Goods until actual delivery and charge you for the reasonable costs (including insurance) of the failed delivery storage, re-delivery costs; or

      2. Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the Contract. 

    10. It is your responsibility to ensure you or your designated point of delivery have the means for unloading Goods on delivery unless agreed by us in writing. You will be liable for any or all delivery costs incurred should delivery fail due to limited access, Restricted access or no one available to receive the Goods at point of delivery. We may on occasion be able to re-deliver to locations with limited access but reserve the right to pass on to you any additional costs incurred by us. 

  3. STORAGE AND DISPOSAL

    1. If you or your designated delivery location fail to take delivery of the Goods, we may, at our option, either store them ourselves or have them stored by third parties on such terms as we may in our own discretion think fit. In any event the cost of storage will be borne by you.

    2. You shall:

      1. Be responsible for the collection, treatment, recovery and environmentally sound disposal of all waste electrical and electronic equipment (“WEEE“) as defined in the Waste Electrical and Electronic Equipment Regulations 2013 (“WEEE Regulations“) as arising or deriving from the Goods;

      2. Comply with all additional obligations placed upon you by the WEEE Regulations by virtue of you accepting the responsibility set out in clause 9.2.1; and

      3. Provide our WEEE compliance scheme operator with such data, documents, information and other assistance as such scheme operator may from time to time reasonably require enabling such operator to satisfy the obligations assumed by it as a result of our membership of the operator’s compliance scheme.

    3. You shall be responsible for all costs and expenses arising from and relating to your obligations in this clause 9.

  4. RISK AND TITLE

    1. Risk in the Goods passes to you when they are delivered to you or your designated delivery location in accordance with clause 8.

    2. In accordance with clause 10.1, you will insure the Goods against theft, or any damage however caused until their price has been paid in full.

    3. For the purpose of section 12 of the Sale of Goods Act 1979 we will transfer only such title or rights in respect of the Goods as we have and if the Goods are purchased from a third party, we will transfer only such title or rights as that party had and has transferred to us.

    4. Notwithstanding clauses 10.1 to 10.3 title in the Goods will remain with us and will not pass to you until the amount due under the invoice for them or any other outstanding invoice from us to you (including interest and costs), including any invoice outstanding from any of our Group of Companies, has been paid in full (in cash or cleared funds).

    5. Where Goods are Ordered by way of and are subject to a third-party funding arrangement with the third-party funder (“Finance”), title to the Goods will remain with us until you have authorised release of the Finance and it has been paid to us, at which point title to the Goods will pass to the third-party funder.

    6. We may at our discretion maintain an action for the price of any Goods notwithstanding that title in them has not passed to you or a third-party funder under clause 10.5. For the avoidance of doubt, this means that, if you unreasonably withhold (or delay) authorising any Finance, we, at our sole and absolute discretion, reserve the right to present an invoice to you for the full purchase price of the Goods, for you to pay in accordance with clause 7.

    7. Subject to clause 10.8, until ownership of the Goods has passed to you, you must:

      1. Hold the Goods on a fiduciary basis as our bailee;

      2. Store the Goods (at no cost to us) separately from all other products belonging to you or any third party in such a way that they remain readily identifiable as our property;

      3. Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

      4. Maintain the Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction. On request you will produce the policy of insurance to us; and

    8. Notwithstanding clause 10.7, you may resell the Goods before ownership has passed to you solely on the following basis:

      1. Any sale will be affected in the ordinary course of your business at full market value; and

      2. You do so as principal and not as our agent;

      3. title to the Goods shall pass from the us to you immediately before the time at which resale occurs.

    9. Your right to possession of the Goods will terminate immediately if:

      1. You (being an individual) have a bankruptcy order made against you or make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors; or

      2. You (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of your undertaking or any part thereof, or a resolution is passed or a petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency in any jurisdiction; or

      3. You suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you, or fail to observe/perform any of your obligations under the Contract or any other contract between us and you, or are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or

      4. You encumber or in any way charge any of the Goods; or

      5. Anything analogous to the foregoing occurs in any other jurisdiction; and

      6. You breach the provisions of clause 10.

    10. If before title in the Goods passes to you and you become subject to any of the events listed in clause 10.9, without limiting any other right or remedy we may have, your right to resell the Goods or use them in the ordinary course of your business ceases immediately, and then we may at any time:

      1. Require you to deliver up all relevant Goods in your possession which have not been resold, or irrevocably incorporated into another product; and

      2. If you fail to do so promptly, enter any of your premises or any premises of a third party where the relevant Goods are stored in order to recover them.

        1. we cannot be held responsible for any cancelled Orders, loss of earnings and so forth due to delays in stock arriving after an initial date has been disclosed. By placing pre-orders you acknowledge that the exact date of stock arriving and subsequently being dispatched to you or your customer can vary.

        2. please be aware that you will be responsible for notifying us of any cancelled Orders. If the Order is shipped out, but the Order has been cancelled and we have not been notified, the invoice value for that item would still need to be paid by you.

  5. WARRANTY

    1. For up to date information detailing the terms of warranty (hereinafter the “Warranty”) please visit the Website. We reserve the right to change our Warranty terms at any time. 

    2. We do not warrant that the Goods comply with the laws, regulations or standards outside the United Kingdom. 

    3. Unless otherwise agreed between the parties, we shall liaise with End Customers in respect of any Warranty claim brought by that End Customer, either directly or via a repair agent, at our discretion.   

    4. In cases where you bring a claim in connection with the Warranty on behalf of an End Customer, this claim shall be processed in accordance with clauses 11.5 to 11.11 below. 

    5. Genpower will arrange for collection of Goods, at your expense, within the Warranty period. If the fault is deemed to be covered under Warranty the collection, repair and return of the Goods will be reimbursed to you but if the collection or return is to an extended postcode such as the Scottish Highlands or offshore islands, you may be liable for all carriage costs. 

    6. Please be aware that if the fault is found to be a non-warranty fault, which could be due to lack of servicing, abuse, or lack of maintenance, then you will need to pay for the transportation, handling and workshop labour and charges will apply. 

    7. You shall be responsible, where applicable, for draining all fuel and oil from the Goods.

    8. You are responsible for safely and securely packaging the Goods ready for collection, it is advisable to keep the original packaging safe for this purpose. If original packaging is not available the item must be packed in a box which is of comparable size to the original package and that all parts and accessories must be returned with the unit 

    9. We will only accept responsibility for the Goods when they have been received and inspected at the point of delivery to ourselves.

    10. Upon completion of repairs we will arrange for the Goods to be sent back to the customer at our cost. You may be liable for costs of delivery to Highlands or offshore islands. This is to cover additional costs for transport to and from our repair centre. 

    11. At our discretion will provide a like-for-like replacement, or repair the product or any components that have failed within the Warranty period.

    12. Genpower will inform you of any costs that are outside of the Warranty before commencing any repairs.

    13. In cases where the Warranty applies to component parts, Genpower will accept photographic evidence of failed components, provided it is clear that the failure is a manufacturing defect (a photograph of the serial number will also be required). If this is not possible, the failed part must be returned to Genpower for inspection, if the parts are deemed to have failed due to a manufacturing defect, a replacement part will be issued. 

    14. We will only be liable to you for the Goods' failure to comply with the Warranty to the extent set out in this clause 11.

    15. Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.

    16. These Terms also apply to any repaired or replacement Goods supplied by us under this clause 11.

  6. WARRANTY LIMITATIONS

    1. We will not be liable to you or the End Customer for breach of the Warranty if:

      1. You or the End Customer make any further use of the Goods after giving notice under clause 11.4;

      2. the defect arises as a result of us following any drawing, design or specification supplied by you or the End Customer;

      3. youor the End Customer alter or repair the Goods without our written consent;

      4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

      5. the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. 

    2. The Warranty shall not apply in the following circumstances: 

      1. Damage to the Goods by water ingestion, submersion and external water damage.

      2. Damage to the Goods caused by frost or overheating from excessive ambient temperatures or lack of ventilation.

      3. Damage to the Goods occurred while being used in a marine environment.

      4. Damage to the Goods by operation with incorrect pressure, conditions or modifications.

      5. Damage to the Goods from overloading (all Goods) or under loading (generators).

      6. Fuel related problems. (Contaminated or stale fuel, incorrect fuel/oil mixture, incorrect fuel type).

      7. Service items such as, but not limited to: spark plugs, carburettors, gaskets, filters, recoil units, cables, clips, hoses, lances, trigger guns, reals, seals, pump valves, AVRs, 12v batteries, key fob batteries are covered by a 1 year Warranty, subject to fair wear & tear.

      8. Wearing items such as but not limited to: belts, brushes, bushes, bearings, blades, trimmer heads, chains, bars, wheels and tyres are covered by a 90 day warranty.

      9. The Warranty shall be void if any modifications are made to the Goods.

      10. Any damage caused during the transit of Goods. In such cases, you must report damage to us within 24 hours, to allow us to claim from our couriers. And provide supporting evidence including pictures of damage, packaging external and internal, courier labels, machine damage and machine serial number.

      11. Inverter/circuit boards and transformers on welders/inverter generators are covered with a 2 year warranty. Damage from overloading is not covered by the Warranty.

      12. Damage to welders, and compressors in particular caused by dust/grit ingress will void the warranty.

      13. Lithium-ion batteries and chargers are covered with a standard 3 year warranty.

      14. The Warranty shall be void if records of servicing (if applicable) including hours and dates have not been kept. Copies of service history may be requested by Genpower.

      15. This Warranty is only valid for Goods imported and distributed in the UK by Genpower. We will cover the Warranty to and from a UK address. We do not provide a Warranty for any products not distributed by Genpower.

  7. ORDER CANCELLATIONS AND REFUNDS

    1. You may cancel an Order provided that you inform us of the cancellation before 11am on the day the Goods in question are due to be despatched. We do not accept cancelations of Orders after this time. 

    2. In cases where Goods have been incorrectly supplied by us, such Goods shall be refunded, exchanged or replaced if they are returned within 30 days of the date of purchase of the Goods, in the same condition in which you received them with the original packaging and the product documentation, along with proof of purchase (in the form of our invoice for the original supply of the Goods).

    3. Notwithstanding clause 13.1, Special Orders are non-refundable, except at our sole discretion. 

    4. Any refunds issued by us in accordance with these Terms shall be issued using the same method originally used by you to pay for your purchase. This may take your bank approximately 3-5 working days from the date the refund is processed by us.

    5. In cases where you arrange your own return, we will not accept any responsibility for loss or damage of returning Goods during transit. 

    6. Any reference in these Terms to the refusal or return of Goods in their “original packaging” (or any similar phrase) means that the Goods must be returned in the same condition, and inside the same packaging, as they were received together with any documentation which accompanied such Goods, and must not have been used and, where applicable, must not have been removed from the sealed clear packaging. For the avoidance of doubt any mark or smell of (without limitation) fuel, toxins or rubber shall negate any refund due to you. This includes electrical items, which are supplied in sealed clear packaging.

  8. LIMITATION OF LIABILITY (IMPORTANT – PLEASE READ)

    1. Notwithstanding any other provisions of these Terms, this clause 14 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and subcontractors) to you in respect of:

      1. Any breach of these Terms; and

      2. Representation, statement or tortious act or omission including negligence arising under or in connection with any Contract.

    2. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 (as amended)) are, to the fullest extent permitted by law, excluded from the Contract.

    3. Nothing in these Terms excludes or limits our liability:

      1. For death or personal injury caused by our negligence;

      2. Under section 2(3) of the Consumer Protection Act 1987;

      3. For fraud or for fraudulent misrepresentation; or

      4. For any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

    4. Subject to clause 14.3, we will not be liable to you for:

      1. Any indirect or consequential, special or punitive loss, damage, costs or expenses (including any losses to third parties, losses relating to vehicle recovery/replacement/hire vehicles, diagnostic times or otherwise);

      2. Loss of profit

      3. Loss of business;

      4. Loss of income or revenue;

      5. Loss or corruption of or damage to data;

      6. Waste of management or office time; or

      7. Depletion of goodwill.

    5. We shall have no liability for incorrect Goods purchased by you in error.  

  9. TERMINATION AND SUSPENSION

    1. We may at our discretion suspend or terminate any Contract for the supply of Goods if you fail to make any payment when and as due or are otherwise in default in any of your obligations under these Terms or any Contract or any other agreement with us or if any of the events set out in clauses 10.9.1 to 10.6 occur.

    2. On the termination of any Contract for any reason:

      1. We will not be obliged to supply any Goods Ordered by you unless already paid for;

      2. All payments payable to us under the Contract will become due immediately upon termination of the Contract despite any other provision; and

      3. You will indemnify us against all costs (including any court, legal and other professional costs), losses or damages incurred by us arising directly or indirectly from any legal liability.

    3. The termination of any Contract will not affect the respective rights and liabilities of each of the parties thereto which accrued prior to such termination nor any provisions which either expressly or impliedly are to remain in operation after termination.

    4. Notwithstanding any other rights or remedies we may have under these Terms with you (and where applicable, your Group of Companies) or by law, we shall be entitled to terminate any Contract immediately on notice without any further obligation or liability to you (or your Group of Companies) where we reasonably believe that you (or any of your Group of Companies) have failed to comply with any applicable laws (including but not limited to compliance with tax laws and regulations and VAT registration).

  10. ANTI-BRIBERY AND CORRUPTION

    1. You shall:

      1. Comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;

      2. Not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom;

      3. Not induce or reward us or our directors, officers, representative, contractors or personnel to perform or improperly perform a function or activity in connection with these Terms or any Contract;

      4. Not directly or indirectly request, agree to receive or accept any financial or other advantage as an inducement or a reward for improper performance of a function or activity in connection with these Terms or any Contract, other than where a bona fide promotions and/or incentive is run by us (see clause 4 for further details on such promotions and incentives);

      5. If you are a business, organisation, partnership, limited liability partnership or a company, you must have and maintain in place throughout the Contract your own policies and procedures including but not limited to adequate procedures under the Bribery Act 2010 to ensure compliance with the same and to enforce where appropriate;

      6. Promptly report to us any request or demand for any undue financial or other advantage of any kind received by us or our directors, officers, representative, contractors or personnel or any undue financial or other advantage of any kind given by us in connection with the performance of this Contract.

    2. We may terminate the supply of any Goods to you forthwith if you breach any of the provisions of clause 16.1 above.

    3. Both parties shall comply with the Money Laundering and Terrorist Financing (Amendment) Regulations 2019 and any other anti-money laundering laws that shall come into effect from time to time.

  11. MODERN SLAVERY

You will comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force, and include in any contracts you have with direct subcontractors and suppliers, anti-slavery and human trafficking provisions that require each of your subcontractors and suppliers to comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force.

  1. SANCTIONS

Both parties will comply with the relevant economic sanctions and laws in force from time to time.

  1. FORCE MAJEURE

We will not be liable for any failure in the performance of any of our obligations under these Terms or any Contract caused by factors outside our control.

  1. VARIATION 

No variation or amendment of these Terms will be valid unless in writing and signed by you and our authorised representative.

  1. ENTIRE AGREEMENT 

Each Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms. 

  1. SEVERANCE

Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect. 

  1. ASSIGNMENT

    1. We may assign or transfer our rights and obligations under the Contract to another entity.

    2. You may only assign or transfer your rights or your obligations under the Contract to another entity if we agree in writing. 

  2. LAW AND JURISDICTION

This Contract will be governed by the laws of England and Wales and you consent to the exclusive jurisdiction of the English and Welsh courts in all matters regarding it.

  1. NOTICES

    1. Any notice given under this Contract will be in writing and may be served personally, by registered or recorded delivery mail, by facsimile transmission (the latter confirmed by post), by email (evidence confirming the same by post) or by any other means which any party specifies by notice to the other.

    2. Each party’s address for the service of notice will be:

      1. Us – the address specified in clause 1 or such other address and email address as we specify by notice to you; and

      2. You – the address and email address given to us at the time an Order is placed by you.

    3. A notice will be deemed to have been served: if it was served in person, at the time of service, if it was served by post, 48 hours after it was posted and if via email once it has been transmitted.

    4. This clause shall not apply to the service of legal proceedings which must be served by post to our registered office address.

  2. DATA PROTECTION

    1. Both parties shall at all times comply with UK General Data Protection Regulations and Data Protection Act 2018.

    2. Our Privacy Notice and Cookie Policy explains what personal information and personal data we collect about you, how that personal information/data is used, what your rights are, how we use, protect and disclose your information, legal basis for processing your information, information relating to cookies and data retention when you use the Website.

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