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Terms and Conditions

Definitions

“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

Contract & Orders

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.

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 collecting 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;
  • The above warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company.

Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Company under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in 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 Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of 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, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
  • Import or export regulations or embargoes;
  • Strikes, lock-outs 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.

Payments

Payment is due 30 days from invoice unless otherwise agreed in writing by the Company. Payment terms may differ for different buyers and countries. This will be set out and agreed prior to order acceptance. Payment will be made via Bank transfer in GBP unless otherwise agreed by the Company.

Export orders are also subject to payment prior to goods being despatched unless previously agreed in writing. No receipts are issued and the Buyer agrees to rely solely upon their statement of account.

If payment of the price or any part thereof is not made by the due date, the Company shall be entitled: –

  • to charge interest on the outstanding amount at the rate of 4% per annum above the base rate of the Bank of England accruing daily;
  • to require payment in advance of delivery of undelivered Goods;
  • to refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatsoever to the Buyer for non-delivery or any delay in delivery;
  • to terminate the contract.

Risk & Retention of Title

Risk of damage to or loss of the Goods shall pass to the Buyer: –

  • In the case of Goods to be delivered at the Company’s premises, at the time when the Company notifies the Buyer that the Goods are available for collection; or
  • In the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.

Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Company to the Buyer for which payment is then due.

Until such time as the property in the Goods passes to the Buyer, the Buyer shall 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. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Company for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Company shall be entitled at any time to require the Buyer to deliver up the Goods to the Company and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods, which remain the property of the Company, but if the Buyer does so, all moneys 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 Company may maintain an action for the price of the Goods notwithstanding that property in the Goods has not passed to the Buyer.

Jurisdiction

This contract is subject to the law of England and Wales. Any dispute arising under or in connection with these Conditions or the sale of the Goods shall be resolved by the English Courts.