Terms & Conditions
TERMS AND CONDITIONS
Application and entire agreement
1.
These
Terms and Conditions will apply to the purchase of the goods detailed in our
quotation (Goods) by the buyer (you) from VoltSport Ltd a company registered in
England and Wales under number 09479922 whose registered office is at Unit 2
Lloyd Court, Dunston, Tyne and Wear, NE11 9EP (we or us).
2. These Terms and Conditions will be deemed to
have been accepted by you when you accept them or the quotation or from the date of any delivery of the Goods
(whichever happens earlier) and will constitute the entire agreement between us
and you.
3. These Terms and Conditions and the quotation
(together, the Contract) apply to the purchase and sale of any Goods between us
and you, to the exclusion of any other terms that you try to impose or
incorporate, or which are implied by trade, custom, practice or course of
dealing.
Interpretation
4. A "business day" means any
day other than a Saturday, Sunday or bank holiday in England and Wales.
5. The headings in these Terms and Conditions
are for convenience only and will not affect their interpretation.
6. Words imparting the singular number include the
plural and vice-versa
Goods
7. The description of
the Goods is set out in our sales documentation, unless expressly changed in
our quotation. In accepting the quotation you acknowledge that you have not
relied upon any statement, promise or other representations about the Goods by
us. Descriptions of the Goods set out in our sales documentation are intended
as a guide only.
8. We can make any changes to the specification
of the Goods which are required to conform to any applicable safety or other
statutory or regulatory requirements.
Price
9. The price (Price) of the Goods is set out in
our quotation current at the date of your order or such other price as we may
agree in writing.
10. If the cost of the Goods to us increases due
to any factor beyond our control including, but not limited to, material costs,
labour costs, alteration of exchange rates or duties, or changes to delivery
rates, we can increase the Price prior to delivery.
11. Any increase in the Price under the clause
above will only take place after we have told you about it.
12. You may be entitled to discounts. Any and all
discounts will be at our discretion.
13. The Price is exclusive of fees for packaging
and transportation / delivery.
14. The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority Welsh courts.
Cancellation and alteration
15. Details of the Goods as described in the
clause above (Goods) and set out in our sales documentation are subject to
alteration without notice and are not a contractual offer to sell the Goods
which is capable of acceptance.
16. The quotation (including any
non-standard price negotiated in accordance with the clause on Price (above) is
valid for a period of 30 days only from the date shown in it unless expressly
withdrawn by us at an earlier time.
17. Either of us can cancel the order for
any reason prior to your acceptance (or rejection) of the quotation.
Payment
18. We will invoice you for the Price either:
a. on or at any time after delivery of the Goods; or
b. where
the Goods are to be collected by you or where you wrongfully do not take
delivery of the Goods, at any time after we have notified you that the Goods
are ready for collection or we have tried to deliver them.
19. You must pay the Price within 30 days of the
date of our invoice or otherwise according to any credit terms agreed between
us.
20. You must make payment even if delivery has not
have taken place and / or that the title in the Goods has not passed to you.
21. If you do not pay within the period set out
above, we will suspend any further deliveries to you and without limiting any
of our other rights or remedies for statutory interest, charge you interest at
the rate of 5% per annum above the base rate of the Bank of England from time
to time on the amount outstanding until you pay in full.
22. Time for payment will be of the essence of the
Contract between us and you.
23. All payments must be made in British Pounds
unless otherwise agreed in writing between us.
24. Both parties must pay all amounts due under
these Terms and Conditions in full without any deduction or withholding except
as required by law and neither party is entitled to assert any credit, set-off
or counterclaim against the other in
order to justify withholding payment of any such amount in whole or in part.
Delivery
25. We will arrange for the delivery of the Goods
to the address specified in the quotation, or your order or to another location
we agree in writing.
26. If you do not specify a delivery address or if
we both agree, you must collect the Goods from our premises.
27. Subject to the specific terms of any special
delivery service, delivery can take place at any time of the day and must be
accepted at any time between 8 am to 8 pm.
28. If you do not take delivery of the Goods we
may, at our discretion and without prejudice to any other rights:
a. store
or arrange for the storage of the Goods and will charge you for all associated
costs and expenses including, but not limited to, transportation, storage and
insurance; and / or
b. make arrangements for the redelivery of the Goods
and will charge you for the costs of such redelivery; and/or
c. after 10 business days, resell or otherwise dispose
of part or all of the Goods and charge you for any shortfall below the
price of the Goods.
29. If redelivery is not possible as set out
above, you must collect the Goods from our premises and will be notified of
this. We can charge you for all associated costs including, but not limited to,
storage and insurance.
30. Any dates quoted for delivery are approximate
only, and the time of delivery is not of the essence. We will not be liable for
any delay in delivery of the Goods that is caused by a circumstance beyond our
control or your failure to provide us with adequate delivery instructions or
any other instructions that are relevant to the supply of the Goods.
31. We can deliver the Goods by installments,
which will be invoiced and paid for separately. Each installment is a separate
contract. Any delay in delivery or defect in an installment will not entitle
you to cancel any other installment.
Inspection and acceptance of Goods
32. You must inspect the Goods on delivery or
collection.
33. If you identify any damages or shortages, you
must inform us in writing within 2 days of delivery, providing details.
34. Other than by agreement, we will only accept
returned Goods if we are satisfied that those Goods are defective and if
required, have carried out an inspection.
35. Subject to your compliance with this clause
and/or our agreement, you may return the Goods and we will, as appropriate,
repair, or replace, or refund the Goods or part of them.
36. We will be under no liability or further obligation in relation to
the Goods if:
a. if you fail to provide notice as set above; and/or
b. you make
any further use of such Goods after giving notice under the clause above
relating to damages and shortages; and/or
c. the
defect arises because you did not follow our oral or written instructions about
the storage, commissioning, installation, use and maintenance of the Goods;
and/or
d. the
defect arises from normal wear and tear of the Goods; and/or
e. the
defect arises from misuse or alteration of the Goods, negligence, willful damage
or any other act by you, your employees,
or agents or any third parties.
37. You bear the risk and cost of returning the
Goods.
38. Acceptance of the Goods will be deemed to be
upon inspection of them by you and in any event within 2 days after delivery.
Risk and title
39. The risk in the Goods will pass to you on
completion of delivery.
40. Title to the Goods will not pass to you until
we have received payment in full (in cash or cleared funds) for: (a) the Goods
and/or (b) any other goods or services that we have supplied to you in respect
of which payment has become due.
41. Until title to the Goods has passed to you,
you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b)
store the goods separately and not remove, deface or obscure any identifying
mark or packaging on or relating to the Goods; and/or (c) keep the Goods in
satisfactory condition and keep them insured against all risks for their full
price from the date of delivery.
42. As long as the Goods have not been resold, or
irreversibly incorporated into another product, and without limiting any other
right or remedy we may have, we can at any time ask you to deliver up the Goods
and, if you fail to do so promptly, enter any of your premises or of any third party
where the Goods are stored in order to recover them.
Termination
43. We can terminate the sale of Goods under the
Contract where:
a. you commit a material breach of your obligations
under these Terms and Conditions.
b. you are or
become or, in our reasonable opinion, are about to become the subject of a
bankruptcy order or take advantage of
any other statutory provision for the relief of insolvent debtors.
c. you
enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or
any other scheme or arrangement is made
with your creditors; or
d. you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed, or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.
Limitation of liability
44. Our liability under the Contract, and in
breach of statutory duty, and in tort, misrepresentation or otherwise will be
limited to this clause.
45. Subject to the clauses above on Inspection and
Acceptance and Risk and Title, all warranties, conditions, or other terms
implied by statute or common law (save for those implied by Section 12 of the
Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
46. If we do not deliver the Goods, our liability
is limited, subject to the clause below, to the costs and expenses incurred by
you in obtaining replacement goods of similar description and quality in the
cheapest market available, less the price of the Goods.
47. Our total liability will not, in any
circumstances, exceed the total amount of the Price payable by you.
48. We will not be liable (whether caused by our employees, agents or
otherwise) in connection with the Goods, for:
a. any indirect, special or consequential loss, damage,
costs, or expenses; and/or
b. any loss of
profits; loss of anticipated profits; loss of business; loss of data; loss of
reputation or goodwill; business interruption; or other third-party claims;
and/or
c. any
failure to perform any of our obligations if such delay or failure is due to
any cause beyond our reasonable control, and/or
d. any losses caused directly or indirectly by any
failure or breach by you in relation to your obligations; and/or
e. any loss relating to the choice of the Goods and how
they will meet your purpose or the use by you of the Goods supplied.
49. The exclusions of liability contained
within this clause will not exclude or limit our liability for death or
personal injury caused by our negligence; or for any matter for which it would
be illegal for us to exclude or limit our liability; and for fraud or
fraudulent misrepresentation.
Data Protection
50. When providing the Goods to the Buyer, the
Seller may gain access to and/or acquire the ability to transfer, store or process
personal date of the employee.
51.
The parties agree that where such
processing of personal date takes place the Buyer shall be ‘data controller’
and the seller shall be the ‘data processor’ as defined in the General Data
Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from
time to time.
52. For the avoidance of doubt, ‘Personal Data’,
‘Processing’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning
as in the GDPR.
53. The Seller shall only Process Personal Date
to the extent reasonably required to enable it to provide the Goods as
mentioned in these terms and conditions or as requested by and agreed with the
Buyer, shall not retain any Personal Data longer than necessary for the
Processing and refrain from Processing anu Personal Data for its own or for any
third party’s purpose.
54. The Seller shall not disclose Personal Data
to any third parties other than employees, directors, agents, subcontractors or
advisors on a strict “need-to-know” basis and only under the same (or more
extensive) conditions as set out in these terms and conditions or to the extent
required by applicable legislation and/or regulation.
55. The
Seller shall implement and maintain technical and organisational security
measures as are required to protect
Personal Data Processed by the Seller on behalf of the Buyer. Further information about the Seller’s
approach to data protection are specified ion its Data Protection Policy, which
can be found in our website. For any enquires or complaints regarding data
privacy, you can email phil.eagleton@voltsport.co.uk.
Communications
56. All notices under these Terms and
Conditions must be in writing and signed by, or on behalf of, the party giving
notice (or a duly authorised officer of that
party).
57. Notices will be deemed to have been duly
given:
a. when
delivered, if delivered by courier or other messenger (including registered
mail) during the normal business hours of the recipient.
b. when sent, if transmitted by fax or email and a
successful transmission report or return receipt is generated.
c. on the fifth business day following mailing, if
mailed by national ordinary mail; or
d. on the tenth business day
following mailing, if mailed by airmail.
58. All
notices under these Terms and Conditions must be addressed to the most recent
address, email address or fax number
notified to the other party.
Circumstances beyond the control of
either party
59. Neither party shall be liable for any failure
or delay in performing their obligations where such failure or delay results from any cause that is beyond the
reasonable control of that party. Such causes include, but are not limited to:
power failure, internet service provider failure, industrial action, civil
unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war,
governmental action or any other event that is beyond the control of the party
in question.
No Waiver
60. No waiver by us of any breach of these
Terms and Conditions by you shall be considered as a waiver of any subsequent
breach of the same or any other provision.
Severance
61. If one or more of these Terms and Conditions
is found to be unlawful, invalid or otherwise unenforceable, that / those
provisions shall be deemed severed from the remainder of these Terms and
Conditions (which will remain valid and enforceable).
Law and jurisdiction
62. This Agreement shall be governed by and
interpreted according to the law of England and Wales and all disputes arising
under the Agreement (including non-contractual disputes or claims) shall be
subject to the exclusive jurisdiction of the English and Welsh courts.