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"Acknowledgement of Request" means GetBatteries written acknowledgement of a Request offering to supply the Goods to the Buyer upon these terms and conditions;
"the Buyer" means the person, firm or Company buying the goods from GetBatteries;
"Contract" means the contract formed by the despatch of a Purchase Order signed by the Buyer or by GetBatteries acceptance of a Verbal or Telephone Order;
"the Goods" means the articles or things forming the subject matter of the Contract between GetBatteries and the Buyer;
"Parties" means GetBatteries and the Buyer;
"Purchase Order" means the Buyer's written acceptance of GetBatteries acknowledgement of Request;
"Request" means the Buyer's request to GetBatteries to purchase the Goods;
"Telephone Order" means the Buyer's verbal or telephone instructions to GetBatteries to purchase the Goods upon these terms and conditions;
"GetBatteries" means GetBatteries Ltd.
"Health and Safety means the health and safety leaflet containing health and safety information as to the safe handling and maintenance of the Goods and the protective measures that must be adhered to in relation to the Leaflet" handling, maintenance and dealing with the Goods.
No terms or conditions for the supply of Goods (whether contained in the Buyer's Request or Purchase Order or otherwise) shall be binding on GetBatteries other than those set out herein. All Goods sold or supplied by GetBatteries are done solely upon these terms and conditions and shall override any other representations terms or conditions stipulated referred to or implied by the Buyer or GetBatteries whether in any other document or in any negotiations or discussions.
3. FORMATION OF CONTRACT
3.1. Upon receipt of a Request GetBatteries shall send to the Buyer an Acknowledgement of Request. If the Buyer wishes to accept an Acknowledgement of Request it shall sign and send to GetBatteries a Purchase Order within 30 days after the date of the Acknowledgement of Request. 3.2. A Request may be made by telephone in which event it shall be construed as a Telephone Order and may be accepted as such by GetBatteries. 3.3. A Contract shall exist between the Parties upon the Buyer signing and despatching or otherwise providing GetBatteries with a Purchase Order in accordance with sub-clause 3.1 or upon GetBatteries acceptance of a Telephone Order. 3.4. Request from a first time buyer must be accompanied by two trade references and one bank reference. Until credit reference has been obtained a first time buyer may at GetBatteries discretion purchase goods up to a maximum value set by GetBatteries from time to time.
Catalogues, price lists and other advertising matter are only an indication of the type of goods offered and except as expressly provided in these terms and conditions no prices or other particulars contained in them shall be binding by GetBatteries.
5. VARIATION OF CONTRACT
Neither GetBatteries nor the Buyer shall be bound by any variation, waiver of or addition to the Contract or these terms and conditions unless made in writing signed by or behalf of both GetBatteries and the Buyer.
6.1. Unless otherwise agreed by GetBatteries in writing the Prices applicable to the Contract ate those appearing in GetBatteries published price list current at the time of GetBatteries Acknowledgement of Request.
6.2. Prices quoted are in pound sterling exclusive of VAT or any other sales taxes.
6.3. Where the Goods consist of ten or more batteries prices stated include the cost of carriage within a catchment area specified by GetBatteries and the cost of packing to GetBatteries normal standards.
6.4. Where the Goods consist of less than ten batteries prices stated will be exclusive of the cost of carriage and cost of packing and GetBatteries reserves the right to change the costs of such carriage and packing to the Buyer at cost.
7.1. Payment for the Goods shall be due within 30 days of the date of the invoice ("the due date for payment") unless an authorised representative of GetBatteries agrees different payment terms in writing to the Buyer.
7.2. Payment shall be deemed not to have been made until any and all cheques, drafts and bills by which payment is to be effected have been cleared or honoured (as the case may be).
7.3. GetBatteries reserves the right to charge interest on payments outstanding after the due date. This payment is at the rate (both before and after judgement) of our per cent per annum above the base lending rate of GetBatteries' principal bankers. The interest will be calculated on the outstanding balance due from the date for payment down to receipt by GetBatteries of payment such interest compounding and being added to the outstanding balance at three monthly intervals.
7.4. Where at the Buyer's request GetBatteries undertakes urgent non-scheduled delivery GetBatteries reserves the right to make an exceptional charge for such delivery irrespective of the value of the Goods in question such charge to be paid in accordance with sub-clause 7.1 above.
8.1. When the price quoted in the contract includes delivery to the Buyer or when GetBatteries otherwise agrees to deliver the Goods to the Buyer, such carriage shall be by any method of transport at GetBatteries option. Delivery shall take place when the Goods are loaded off GetBatteries medium of transport at the address specified by the Buyer.
8.2. Any dates, times or periods quoted by GetBatteries for delivery of the Goods are estimates only. GetBatteries shall not be liable for failure to meet such estimates or for any costs, charges and expenses incurred as a consequence of such failure. Accordingly the Buyer shall not be entitled to refuse to accept Goods merely because of such failure.
8.3. Where the Goods are to be supplied by instalment each such instalment shall be deemed to be a separate contract.
8.4. The Goods shall be at the buyer's risk from the time of delivery or, if earlier, when they are placed at the Buyer's disposal.
9. LOSS DAMAGE OR NON-DELIVERY
9.1. Where GetBatteries undertakes carriage the Buyer shall:-
9.1.1. advise in writing for any non-delivery of the whole or part of any Purchase Order within 24 hours of the delivery.
9.1.2. shall advise GetBatteries in writing of any damage to Goods within 24 hours of the delivery and/or shall so advise any carrier within the time limited by such carrier's Conditions of Business or Carriage, or seven working days, whichever shall be the shorter period.
9.2. Goods delivered in a damaged condition must be signed for as such and retained for GetBatteries inspection. Inspection will be carried out by GetBatteries within ten working days of receipt by GetBatteries. Where GetBatteries is satisfied that damage occurred prior to delivery to the Buyer GetBatteries may in its absolute discretion and in satisfaction of it's entire liability to the Buyer repair or (at GetBatteries discretion) replace free of charge any part of the Goods so damaged.
10. DEFECTS AFTER DELIVERY
GetBatteries policy is to test thoroughly any product returned as defective. Should the item(s) prove to be defective as a result of a manufacturing defect, within the stated warranty period, the customer's account will be credited or a refund given, repaired or, at GetBatteries discretion, replaced free of charge provided that it is returned to GetBatteries premises and provided also that this guarantee:
10.1. shall not cover defects or faults in parts materials or components not manufactured by GetBatteries.
10.2. does not apply to damage sustained in transit; and
10.3. shall cease to have effect if the Goods have been used for any purpose other than those for which they are intended. Otherwise than in accordance with GetBatteries instructions (if any) or stored in improper conditions or if any seal has been removed, broken or tampered with or if GetBatteries serial number has been removed defaced or altered. GetBatteries reserve the right, when issuing a credit or a refund, to credit/refund an amount pro-rata to the unexpired period of the warranty.
11. COLLECTION & DISPOSAL OF SCRAP BATTERIES
GetBatteries offer a scrap battery and disposal service to all customers. This service will be compliant with all current legislation for the disposal of scrap batteries. GetBatteries reserve the right charge customers for this service particularly where additional costs, from a third party, are incurred. Customers are responsible for making the appropriate arrangements to deliver the scrap battery to GetBatteries and any associated costs.
12. EXCLUSION OF LIABILITY
12.1. Subject as expressly opened provided in these terms and conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law excluded to the fullest extent permitted by law.
12.2. Except in respect of death or personal injury caused by GetBatteries negligence, GetBatteries shall not be liable to the Buyer by reason or any representation or any implied warranty, condition or other term or any duty at common law. Under the express terms of the Contract for any loss or damage. Any consequential damage (whether for loss of profits or otherwise) costs, expenses or any claims for consequential compensation whatsoever howsoever caused which arises out of or in connection with the supply of the Goods to the Buyers.
12.3. Upon taking delivery of the Goods the Buyer acknowledges receipt of the health and safety information provided in the Health and Safety Leaflet with the Goods and the Buyer confirms that they have read and understood the health and safety information provided in the Health and Safety Leaflet and have raised all requisitions and enquiries in order that the Buyer is aware of the content of the Health and Safety Leaflet.
12.4. Upon taking delivery of the Goods the Buyer acknowledges that they are responsible for the safe handling of the Goods and will deal with the Goods in accordance with the terms of the Health and Safety Leaflet. GetBatteries accept no liability for any loss incurred by the Buyer after the Buyer has taken delivery of the Goods due to the Buyer's failure to handle or deal with the Goods in accordance with the Health and Safety Leaflet or any other written information provided to the Buyer by GetBatteries as to the correct handling, care and dealing with the Goods
12.5. Upon taking delivery of the Goods the Buyer acknowledges that they are aware and have been informed in writing that the Goods must be kept upright as directed at all times. GetBatteries accepts no liability whatsoever for any loss or personal injury suffered from the Buyer's failure to keep the Goods upright as directed.
Should the Buyer fail to give GetBatteries adequate delivery instructions or if so agreed fail to collect the Goods from GetBatteries premises on any agreed date then GetBatteries shall be entitled (but not bound) to arrange storage of the Goods. Either at its own works or elsewhere on the Buyer's behalf and all charges for storage and insurance of for demurrage shall be payable by the Buyer.
14. RETENTION OF TITLE
14.1. For the purposes of Section 17 (1) and 19 (1) of the Sale of Goods Act 1979, GetBatteries of full payment of the price of the Goods shall transfer the property of the Goods to the Buyer upon receipt. This shall also include all other sums owing to GetBatteries by the Buyer from time to time.
14.2. Until the Goods have been paid for in full the Buyer: -
14.2.1. agrees to hold the Goods in a fiduciary capacity for GetBatteries as trustee;
14.2.2. agrees to store the Goods in such a way that they are clearly identifiable as the property of GetBatteries; and
14.2.3. may sell the third parties but in doing so shall be acting as agent on behalf of GetBatteries and shall keep the proceeds of any such re-sale shall beheld by the Buyer as trustee for GetBatteries.
14.3. At any time before the Goods have been paid for and without prejudice to any other remedies, GetBatteries or its agents shall be entitled immediately after giving notice of its intention to do so, enter upon the premises of the Buyer with such transport as may be necessary and re-possess any Goods for which it has title hereunder.
14.4. Nothing in the clause shall confer any right on the Buyer to return Goods supplied hereunder or to refuse or delay payment thereof unless otherwise agreed in writing.
15. LIABILITY FOR DELAY
GetBatteries shall not be liable in any way for any loss or damage directly or indirectly through or in consequence of delivery of the Goods being prevented or delayed by late provision to GetBatteries. Any information or instructions pertinent to the fulfilment of the Contract by GetBatteries or any other causes or circumstances whatsoever beyond the reasonable control of GetBatteries.
The Contract is personal to the Buyer who shall not assign or charge the benefit of any of its rights without GetBatteries prior written consent.
17.1. If the Buyer shall make default or commit a breach of these terms and conditions or of any other of his obligations to GetBatteries. If any distress or execution shall be levied upon by the Buyer's property or assets or if the Buyer shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within part 1 of the Insolvency Act of 1986 or a proposal for any other composition scheme or arrangement with (or within the meaning of Section 123 of the Insolvency Act of 1986) or if a trustee receiver administrative receiver or similar officer is appointed in respect of all or part of the business or assets of the Buyer or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Buyer of for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction), then without prejudice to any other remedy available to GetBatteries, GetBatteries shall be entitled without notice: -
17.2. to suspend or terminate the Contract or any unfulfilled part therefore:; and
17.3. to halt any Goods in transit; and
17.4. either by an agent or itself to have access to the Buyer's premises for the protection, removal, realisation and disposal of any Goods at any time and from time to time in which the property shall not have passed from GetBatteries to the Buyer.
17.5. If GetBatteries terminate the Contract in accordance with this clause then without prejudice to any other rights GetBatteries may have, it shall be entitled to retain any advance payment made by the Buyer:
18.1. Notices and other documents to be sent by one party to the other shall be in writing and posted in a first class pre-paid envelope to the Buyer's or GetBatteries principal place of business or failing those to the address to which the one Party reasonably believes the other to be carrying on the business.
18.2. A notice shall be deemed to have been given forty-eight hours after posting (or ninety-six hours after posting where the notice is sent from and/or addressed to an address outside the United Kingdom) and in proving such service it shall be sufficient to show that the envelope was properly addressed and out into the post.
19. LEGAL CONSTRUCTION
Failure by GetBatteries to enforce any of the Contract Terms and Conditions shall not be construed as a waiver of any of GetBatteries rights hereunder. English Law shall govern the validity, construction and performance of the Contract.
These conditions shall apply in full save that if any Act of parliament of other Statutory Provision for the time being in force shall avoid or make unenforceable any of the provisions hereof these terms and conditions shall be deemed to apply with the exclusion of the provision hereof which shall be void or unenforceable as aforesaid.