Terms and Conditions of Sale

The Customer’s attention is drawn in particular to the provisions of Clause 9.

1. INTERPRETATION AND ABOUT US

1.1The following definitions apply to these terms:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions in this document as amended with the agreement of both parties.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Goods:  the goods (or any part of them) set out in the Order.
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, or overleaf, as the case may be.
Specification: any specification for the Goods produced by the Supplier to the Customer.
1.2We are Bristol Batteries Limited, a company registered in England and Wales with company number 01066031 (hereafter referred to in these terms as the “Supplier”). Our Main trading address and registered office address is 3 St Philips Trade Centre, Albert Road, Bristol, BS2 0YB. Our VAT number is 138 631 660. To contact us, please see our “Contact Us” page: http://www.bblbatteries.co.uk/site/contact.

2. BASIS OF CONTRACT

2.1These 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.
2.2The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer shall ensure that the terms of the Order and any relevant Specification are complete and accurate.
2.3The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract. Any samples or advertising issued by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or any other contract between the Supplier and the Customer for the sale of the Goods.

3. DELIVERY

3.1The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
3.2Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. .
3.3If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
3.4If the Customer fails to take or accept delivery of the Goods once the Supplier notifies the Customer that the Goods are ready, then delivery of the Goods shall be deemed to have been completed at 9.00 am on the Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
3.5If 5 Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any shortfall below the price of the Goods.
3.6The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4. ACCEPTANCE AND DAMAGED GOODS

4.1The Customer may reject any Goods delivered to it due to damage that is apparent on normal visual inspection or a shortage or oversupply, provided that written notice of rejection is given to the Supplier within three Business Days of Delivery.
4.2If the Customer fails to give notice of rejection in accordance with clause 4.1, it shall be deemed to have accepted such Goods.
4.3If the Customer rejects Goods under clause 4.1 then the Customer shall be entitled to: (a) require the Supplier to repair or replace the rejected Goods; or (b) require the Supplier to repay the price of the rejected Goods in full.
4.4Once the Supplier has complied with the Customer’s request, it shall have no further liability to the Customer in respect of the rejected Goods.
4.5The terms of the Contract shall apply to any repaired or replacement Goods supplied by the Supplier.

5. CONFORMITY WITH SPECIFICATION AND ACCEPTANCE

5.1The Customer may reject any Goods delivered to it due to such Goods not conforming to the specification for the Contract, provided that written notice of rejection is given to the Supplier within five Business Days of Delivery.
5.2If the Customer fails to give notice of rejection in accordance with clause 5.1, it shall be deemed to have accepted such Goods.

6. QUALITY

6.1The Supplier warrants that on delivery, and for any subsequent period of any manufacturers warranty (warranty period), the Goods shall conform in all material respects with their description and any applicable Specification, be free from material defects in design, material and workmanship, be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and be fit for any purpose held out by the Supplier.
6.2Subject to clause 6.3, if the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1; and the Supplier is given a reasonable opportunity of examining such Goods; and the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
6.3The Supplier shall not be liable for Goods’ failure to comply with the warranty set out in clause 6.1 if the Customer makes any further use of such Goods after giving notice or the defect arises because the Customer failed to follow the Supplier’s instructions as to the storage, installation, use and maintenance of the Goods or good trade practice or the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer or the Customer alters or repairs such Goods without the written consent of the Supplier or the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
6.4Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 6.1.
6.5Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

7. TITLE AND RISK

7.1The risk in the Goods shall pass to the Customer on completion of delivery.
7.2Title to the Goods shall not pass to the Customer until the Supplier has received payment in full for the Goods and all other sums which are due to the Supplier for sales of the Goods or any other products to the Customer.
7.3Until title to the Goods has passed to the Customer, the Customer shall hold the Goods on a fiduciary basis as the Supplier’s bailee, store the Goods so that they remain readily identifiable as the Supplier’s property, not remove any identifying mark relating to the Goods, maintain the Goods in satisfactory condition and keep them insured and notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.8.
7.4If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.8 or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

8. PRICE AND PAYMENT

8.1The 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.
8.2The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to any factor beyond the Supplier’s control or any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
8.3The price of the Goods is exclusive of VAT.
8.4The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
8.5Where credit terms apply 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. Where credit terms do not apply Payment is due upon order or delivery as so determined by the Supplier. Time of payment is of the essence.
8.6If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (due date), then the Customer shall pay interest on the overdue amount at the rate of 2% per annum above Barclays Bank’s base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
8.7The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. 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.
8.8If the Supplier reasonably believes that the Customer is about to become subject to a bankruptcy petition, administration or any form of insolvency including negotiations with all or any class of its creditors with a view to rescheduling any of its debts or the financial position of the Customer deteriorates to such an extent that in the opinion of the Supplier the capability of the Customer adequately to fulfil its obligations under the Contract has been placed in jeopardy the Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Supplier without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.

9. LIMITATION OF LIABILITY

9.1Nothing in these Conditions shall limit or exclude the Supplier’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979 or defective products under the Consumer Protection Act 1987.
9.2Subject to clause 9 the Supplier shall not be liable to the Customer for any loss of profit or indirect or consequential loss arising under or in connection with the Contract and the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract shall not exceed the price of the Goods.

10. GENERAL

10.1Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means 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, failure of energy sources or transport network, acts of God, war, terrorism, riot, , malicious damage, breakdown of plant or machinery, contamination, collapse of building structures, loss at sea, natural disasters or extreme adverse weather conditions, default of suppliers or subcontractors.
10.2The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Supplier.
10.3Any notice or communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at such address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier, fax or e-mail.
10.4A notice or communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 1.2; if sent by first-class post or recorded delivery, at 9.00 am on the second Business Day after posting or, if sent by courier, fax or e-mail, one Business Day after sending. The provisions of this clause shall not apply to the service of any documents in any legal action.
10.5If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
10.6If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
10.7A waiver of any right or remedy under the Contract 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 the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
10.8A person who is not a party to the Contract shall not have any rights under or in connection with it.
10.9The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.