ECOBAT BATTERY UK LTD STANDARD TERMS AND CONDITIONS OF SALE

1 INTERPRETATION

1.1

Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Buyer: the entity, firm or company that is purchasing the Goods from the Company.

Collection Location: has the meaning given in condition 4.2.

Company: Ecobat Battery UK Ltd (registered in England and Wales with company number 02906519).

Conditions: the terms and conditions set out in this document as amended from time to time.

Contract: the contract between the Company and the Buyer for the sale and purchase of the Goods formed of these Conditions and an accepted order.

Delivery Location: has the meaning given in condition 4.1.

Designated Collection Facility: means the Buyer’s local designated collection facility found at: www.recyclenow.com.

EEE: Electrical and Electronic Equipment, as defined in the WEEE Regulations.

Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control including strikes, lock-outs or other industrial disputes, failure of energy sources or transport network, acts of God, armed conflict, war, terrorism, riot, civil commotion, interference by civil or military authorities, malicious damage, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics, pandemics, natural disasters or extreme adverse weather conditions, breakdown of plant or machinery, or default of suppliers or subcontractors.

Goods: the goods (or any part of them) set out in the order.

Goods Specification: any specification for the Goods that is agreed by the Buyer and the Company.

Payment Change Notification: has the meaning given in condition 6.

WEEE: waste electrical and electronic equipment, as defined in the WEEE Regulations.

WEEE Regulations: the Waste Electrical and Electronic Equipment Regulations 2013, as amended from time to time.

2 BASIS OF CONTRACT

2.1

These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing.

2.2

Any order placed by the Buyer constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the order and any applicable Goods Specification are complete and accurate.

2.3

The order shall only be deemed to be accepted when the Company issues a written acceptance of the order, at which point, and on which date the Contract shall come into existence.

2.4

The Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Buyer that is inconsistent with these Conditions.

2.5

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 Conditions 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.

2.6

Any samples, drawings, descriptive matter or advertising issued by the Company and any descriptions contained in the Company’s catalogues are produced for the sole purpose of giving an approximate idea of the goods described in them. They shall not form part of the Contract or have any contractual force.

3 GOODS

3.1

The Goods, are described in the Company’s catalogue as modified by any applicable Goods Specification. The Company reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and the Company shall notify the Buyer in any such event.

3.2

All intellectual property rights in or arising out of or in connection with the Goods shall be owned by the Company. To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Buyer, the Buyer shall indemnify the Company against all liabilities, costs, expenses, damages and losses suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Company’s use of the Goods Specification.

4 DELIVERY

4.1

Delivery shall be made by the Company delivering the Goods to the premises of the Buyer unless it is agreed by the parties that the Buyer will collect the Goods from the Company. If the Company is delivering the Goods, the Company shall deliver the Goods to the location set out in the order or such other location as the parties may agree at any time after the Company notifies the Buyer that the goods are ready (Delivery Location).

4.2

If the Buyer is collecting the Goods, the Buyer shall collect the Goods from the Company’s premises within 7 Business Days of the Company notifying the Buyer that the Goods are ready (Collection Location).

4.3

Delivery is completed on the completion of either: (i) the unloading of the Goods at the Delivery Location; or (ii) the loading of the Goods at the Collection Location, as applicable.

4.4

In most circumstances, Goods will be delivered carriage paid, however, the Company reserves the right to charge the Buyer for any deliveries that are: (i) of low value; (ii) outside the United Kingdom; (iii) next day deliveries; (iv) to third parties; or (v) special deliveries.

Such charges shall be at the Company’s sole discretion.

4.5

Any dates quoted for delivery are approximate only, and time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods, howsoever caused, including any delay due to a Force Majeure Event or the Buyer’s failure to provide the Company with adequate delivery instructions. Goods may be delivered by the Company in advance of the quoted due date upon giving reasonable notice to the Buyer.

4.6

If the Buyer fails to: (i) accept delivery of the Goods within 3 Business Days; or (ii) collect the Goods within 7 Business Days of the Company notifying the Buyer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Company’s failure to comply with its obligations under the Contract in respect of the Goods:

4.6.1

delivery of the Goods shall be deemed to have been completed at 9.00am on the third Business Day after the day on which the Company notified the Buyer that the Goods were ready; and

4.6.2

the Company shall store the Goods until actual delivery or collection takes places, and shall be entitled to charge the Buyer for all related costs and expenses (including insurance).

4.7

If, 10 Business Days after the day on which the Company notified the Buyer that the Goods were ready for delivery or collection, the Buyer has not accepted delivery or collected the Goods, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.

5 PRICE AND PAYMENT

5.1

The 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 Company’s published price list in force at the date of delivery.

5.2

The price of the Goods excludes amounts in respect of value added tax (VAT), which the Buyer shall additionally be liable to pay to the Company at the prevailing rate, subject to the receipt of a valid VAT invoice.

5.3

The Company may, by giving notice to the Buyer at any time up to 30 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

5.3.1

any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

5.3.2

any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or

5.3.3

any delay caused by any instructions of the Buyer or failure or the Buyer to give the Company adequate or accurate information or instructions.

5.4

All credit accounts are agreed on the basis of being net monthly credit accounts. Unless otherwise agreed, all accounts must be paid in full within 30 days from the last day of the month of invoice . Time for payment shall be of the essence of the Contract.

5.5

In the event of default of payment, the Company reserves the right to suspend or cancel credit facilities and to charge interest at a rate of 4% per annum above the Bank of England base rate, compounding monthly, on the overdue portion of the account until the arrears are paid in full.

5.6

The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding, other than any deduction or withholding of tax as required by law. The Company may, without limiting its other rights and remedies, set off any amount owing to it by the Buyer against any amount payable by the Company to the Buyer.

6 PAYMENT DIVERSION FRAUD DISCLAIMER

In the event the Company needs to change its payee bank account information or payment method, the Company will notify the Buyer by way of a payment change notification letter (Payment Change Notification). Any Payment Change Notification will be sent by post or from a known email address. For payment diversion fraud avoidance purposes, the Company will never notify the Buyer of any Payment Change Notification via telephone or by way of an invoice. Upon receipt of a Payment Change Notification, the Buyer must contact the Company’s representative, via valid and established contact channels, to positively confirm and validate the account change request before the Buyer updates any bank account information or payment method. At all times, the Buyer is solely responsible for ensuring that payment is made to the Company’s correct bank account and the Buyer accepts responsibility for misdirected funds.

7 WARRANTIES

7.1

The Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for the relevant period of warranty (if any) stated in the order acceptance for the Goods. The stated period of warranty shall run from the point of completion of delivery of the Goods.

7.2

Subject to condition 7.3, if the Buyer gives notice to the Company within a reasonable time of discovery that some or all of the Goods do not comply with the warranties set out in condition 7.1, the Company shall replace the defective Goods (or the part in question), or refund the Buyer the price of the Goods (or a reasonable proportion of the price). For the avoidance of doubt, the Company shall have no further liability to the Buyer in respect of a breach of the warranty set out in condition 7.1.

7.3

The Company shall not be liable for the non-compliance of the Goods with the above warranty in cases of any defect arising from:

7.3.1

fair wear and tear, wilful damage, negligence or abnormal working conditions;

7.3.2

the Buyer’s failure to follow the Company’s oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods;

7.3.3

any misuse, alteration or repair of the Goods without the written consent of the Company; or

7.3.4

the Company following any drawing, design or Goods Specification supplied by the Buyer.

7.4

Terms implied by sections 13 to 15 of the Sales of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

7.5

The terms of these Conditions shall also apply to any repaired or replaced Goods.

8 RISK AND RETENTION OF TITLE

8.1

The risk in the Goods shall pass to the Buyer on completion of delivery in accordance with condition 4.

8.2

Title to the Goods shall not pass to the Buyer until the earlier of:

8.2.1

the date the Company has received payment in full (in cash or cleared funds) for the Goods, and all other Goods agreed to be sold by the Company to the Buyer for which payment is then due; or

8.2.2

the Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in condition 8.4.

8.3

Until such time as the title in the Goods passes to the Buyer, the Buyer shall:

8.3.1

store the goods separately from those all other goods held by the Buyer so that they remain readily identifiable as the Company’s property;

8.3.2

not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and

8.3.3

maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.

8.4

Subject to condition 8.5, the Buyer shall be entitled to re-sell or use the Goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However, if the Buyer resells the Goods before that time:

8.4.1

it does so as principal and not as the Company’s agent;

8.4.2

title to the Goods shall pass from the Company to the Buyer immediately before the time at which resale by the Buyer occurs; and

8.4.3

the Buyer 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 monies or property of the Buyer and third parties.

8.5

Until such time as the title in the Goods passes to the Buyer, the Company shall be entitled at any time to require the Buyer to deliver up the Goods in its possession that have not been resold, or irrevocably incorporated into another product. If the Buyer fails to do so promptly, the Company may enter upon any premises of the Buyer or any third party where the Goods are stored in order to repossess the Goods.

8.6

The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness of any of the Goods which remain the property of the Company, but if the Buyer does so, the Buyer’s right to possession of the Goods shall terminate immediately and all monies owing by the Buyer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.

9 WASTE ELECTRICAL AND ELECTRONIC REGULATIONS

9.1

The Company places various types of EEE on the market in the United Kingdom. EEE is subject to waste regulation under the WEEE Regulations and should be disposed of responsibly and prioritised for re-use and/or recycling when it becomes WEEE. The Company has formally documented policies relating to WEEE Regulations and the Company reviews its processes on a regular basis to ensure it is fully compliant.

9.2

Buyers may dispose of their WEEE free of charge locally at Designated Collection Facilities. The Company is obliged to take back, free of charge and within a reasonable time, WEEE from a Buyer for treatment and recycling. The Company is required to do this in any calendar year in which new EEE has been purchased by the Buyer. The Company will recycle the Buyer’s old EEE when the Buyer purchases new EEE from the Company.

9.3

As a reminder that WEEE can be recycled, EEE will be marked with a crossed-out wheeled bin symbol. The Company requests that the Buyer does not throw any WEEE in the bin.

9.4

If any Buyer requires the Company to take back any WEEE, they should contact Sales@ecobat.com. The Company will then advise on the necessary arrangements for the receipt, proper treatment, and recycling of the WEEE.

9.5

The Company shall have no liability for the Buyer’s failure to dispose of WEEE in accordance with the WEEE Regulations and shall indemnify the Company for any against all liabilities, costs, expenses, damages and losses suffered or incurred by the Company in connection with any claim made against the Company arising from the Buyer’s breach of the WEEE Regulations.

10 CLAIMS FOR DAMAGE OR SHORTAGES

10.1

Claims for damage or shortage of Goods found by the Buyer must be notified to both the Company and the carrier within 48 hours of receipt of Goods. Claims for non-delivery of Goods must be notified by the Buyer to the Company within 5 Business Days of invoice date. Failure to do so will free the Company from any liability in this respect.

10.2

Where any valid claim in respect of damage or shortage of Goods is notified to the Company in accordance with condition 10.1, the Company shall make up any shortage or replace the Goods (or the part in question) free of charge (as the case may be).

10.3

Save for as set out in this condition 10, the Company shall have no further liability to the Buyer for any damage or shortage of Goods.

11 LIABILITY

11.1

Nothing in this Contact limits any liability which cannot legally be limited, including liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; and (iii) breach of the terms implied by section 12 of the Sales of Goods Act 1979.

11.2

Subject to condition 11.1, the Company’s total liability to the Buyer shall not exceed the price of the Goods.

11.3

Subject to condition 11.1, the following types of loss are wholly excluded: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption of software, data or information; (vi) loss of or damage to goodwill; and (vii) indirect or consequential loss.

11.4

This condition 11 shall survive termination of the Contract.

12 TERMINATION

12.1

Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Buyer if:

12.1.1

the Buyer fails to pay any amount due under this Contract on the due date for payment;

12.1.2

the Buyer commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 20 days after receipt of notice in writing to do so;

12.1.3

the Buyer suspends, or threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;

12.1.4

the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business (or any analogous event in another jurisdiction); or

12.1.5

the Buyer’s financial position deteriorates so far as it is reasonable to justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

12.2

On termination of the Contract for any reason, the following shall apply:

12.2.1

without prejudice to any other right or remedy available to the Company, the Company shall be entitled to suspend or cancel any further deliveries under the Contract, without any liability to the Buyer; and

12.2.2

if any Goods have been delivered but not paid for, the amounts due shall become immediately due and payable notwithstanding any previous agreement to the contrary and the Company shall be entitled to enter upon the premises of the Buyer to reclaim any unpaid Goods up to the aggregate value of those supplied by the Company to the Buyer. If Goods are reclaimed by the Company under this condition, the contract for sale in relation to those Goods shall be deemed to have been cancelled in respect of the reclaimed Goods only and the Company shall repay to the Buyer the purchase price for such Goods less all amounts due from the Buyer to the Company on any account whatsoever and any costs arising out of or in connection with reclaiming such Goods.

13 RETURN OF GOODS

Goods which have been supplied in accordance with the Contract may only be returned at the discretion of a Manager or Director of the Company. At the discretion of a Manager or Director of the Company, any Goods authorised to be accepted for credit may be subject to a handling charge of 10% to cover the cost of refurbishing or repackaging. Goods ordered or made specially may be accepted for credit at the discretion of a Manager or Director of the Company and will be subject to a handling charge of 20%.

14 FORCE MAJEURE

14.1

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 2 months, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.

15 PERSONAL DATA

15.1

The Company will use any personal data provided by the Buyer or its personnel in accordance with the Privacy Policy.

16 PROHIBITED PARTIES COMPLIANCE

16.1

This Contract requires both parties to be compliant with government regulations and orders. These include individuals, entities, and countries published in government prohibited/debarred parties and/or embargoed/sanctioned countries lists in all jurisdictions where the Company does business.

16.2

No transactions will be accepted nor should any transaction be pursued if there is reason to believe that the goods or services will eventually end up in one of these countries or on the United Nations, the European Union and/or the United States lists of embargoed/sanctioned countries as amended from time to time.

16.3

The Buyer agrees to maintain complete and accurate records of every transaction in this relationship for at least five years. Should there be reasonable evidence that the Buyer is not in compliance with governmental regulations on prohibited parties or the provisions contained in this condition 16, the Company shall have the right to terminate this Contract with immediate effect.

17 GENERAL

17.1

Assignment. The Company may assign, transfer or subcontract all or any of its rights or obligations under the Contract. The Buyer may not assign, transfer or subcontract any or all of its rights or obligations under the Contract or any part of it without the prior written consent of the Company.

17.2

Confidentiality.

17.2.1

Each party undertakes that it shall not disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted in condition 17.2.2 below.

17.2.2

Each party may disclose the other party’s confidential information:

(a)

to its employees, agents, representatives, contractors, subcontractors or advisers who need to know it for the purpose of exercising the party’s rights or carrying out its obligations under the Contract, and such parties will comply with this condition 17.2; and

(b)

as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.

17.2.3

This condition 17.2 shall survive termination of the Contract.

17.3

Entire Agreement. The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Contract.

17.4

Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17.5

Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this condition 17.5, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.6

Waiver. Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

17.7

Rights of Third Parties. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

17.8

Governing Law and Jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

Terms & Conditions