Conditions of Sale for Industrial Batteries
This information relates to Yuasa Industrial batteries only. For automotive, commercial vehicle, motorcycle and powersport, leisure, marine and garden batteries click here
1. Definitions
In these Conditions of Sale all references to “the Seller” are to Yuasa Battery Sales (UK) Ltd, all references to “the Buyer” are to the Person, firm or company by whom the order is given to the Seller and all reference to “goods” are to the goods which are the subject of the Order.
2. Entire Agreement
a) All contracts for the sale of goods by the Seller shall be deemed to incorporate these Conditions which represent the complete agreement of the Seller and Buyer with regard to the goods except as otherwise specifically agreed in writing by the Seller. These Conditions shall override any Terms and Conditions stipulated, incorporated or referred to by the Buyer in any order correspondence, negotiations or any other way, unless otherwise agreed in writing under the hand of a Director of Yuasa Battery Sales (UK) Ltd b) Catalogues, price lists, advertisements and other published information are only indications of the type of products available and shall not form part of the contract of sale or any other contract with the Buyer nor be considered a collateral warranty or a representation inducing the same.
3. Acceptance
No order whether oral or in writing is binding on the Seller until accepted in writing by the Seller unless the Sellers’ quotation specifies that it is a bid in response to an invitation for bids in which event the order or award shall constitute acceptance of the bid in accordance with the bid terms b) Accepted orders are not subject to cancellation except upon (i) the written approval of the Seller and (ii) the payment of a fair and equitable charge to the Seller based upon the actual cost incurred by the Seller in respect of the order to the date cancellation is received and approved. c) The Seller’s catalogues price lists and quotations do not constitute offers made by the Seller.
4. Prices / Invoicing
The goods will be invoiced at the price agreed or in the absence of agreement at the price specified in a valid quotation or the Seller’s current price list. The Seller reserves the right by notice given at any time before delivery of the goods to vary the price of the goods as a result of unforeseen escalation of the price of any raw materials used in the manufacture of the goods. The Seller may invoice the Buyer at the earlier of the following dates : the date the goods are transported or the date the goods are ready for transport if they are held at the Seller’s premises or carrier by instructions of the Buyer or for lack of transport instructions from the Buyer.
5. Payment
Time of payment of the purchase price shall be the essence of all contracts for the sale of goods by the Seller. Unless otherwise agreed in writing all invoices on credit accounts are due for payment by the last day of the month following the month in which the goods are invoiced. Should the Buyer be in default of payment on the due date, the Seller may suspend and/or cancel any outstanding orders in addition to charging the Seller an interest charge of 2% per month on all overdue unpaid invoices.
6. Retention of Title
The goods shall remain the property of the Seller as legal and equitable owner and no property in or title to the goods shall pass to the Buyer until their full price has been duly paid to the Seller. Failure to pay the purchase price as aforesaid when due, shall without prejudice to any other remedies the Seller may have, entitle the Seller to repossess the goods or so much thereof as the Seller may determine from any premises where they may be or to which they may be attached. For the purpose of repossessing the goods or any part thereof the Buyer hereby grants an irrevocable licence to the Seller, its employees or agents to enter upon such premises where the goods are stored, and the Buyer shall pay to the Seller the cost of removal and transport of the goods or any part thereof.
7. Descriptions Drawings Specifications
Any descriptive and forwarding specifications, drawings and particulars of weights and dimensions given to the Buyer, and the descriptions and illustrations contained in the Seller’s catalogues, price lists and other advertising material are approximate only and intended merely to present a general guide of the goods described therein and none of these shall form part of the contract.
8. Despatch
Time of despatch shall not be the essence of the contract unless specifically agreed in writing by the Seller, in such event clause “Events Beyond the Control of the Seller” shall continue to apply. Any times and/or dates quoted for despatch shall be treated as estimates only and do not involve any contractual obligation.
9. Delivery/Risk
Unless otherwise expressly provided in writing all sales are ex works Swindon, Wiltshire, and delivery to the Buyer’s premises, carrier or agent shall constitute delivery thereof to the Buyer and thereafter such goods shall be at the Buyer’s risk. Any claim for delivery discrepancy must be notified in writing to the Seller within 48 hours of the date of delivery on the proof of delivery certificate. Claims for transit damage must be notified by telephone or facsimile to the Seller within 24 hours of receipt of goods followed by written confirmation within 4 working days.
10. Product Performance
Any performance figures given by the Seller are based on test results only. Unless specifically agreed in writing the Seller accepts no liability if those figures are not attained by the Buyer. The Seller accepts no responsibility for the capacity, performance or length of life of the goods and for the suitability for the Buyer’s purpose. All decisions in respect to suitability of use or uses are the responsibility of the Buyer.
11. Warranty
a) The Seller warrants the goods against defects in workmanship and materials which become apparent within 12 months of the date of invoice of the goods to the Buyer (hereinafter called the warranty period).
b) The Seller’s obligation under this warranty is limited to repairing or at its option supplying on an exchange basis replacements for any defective goods or part or parts thereof and making good any defect or defects in the goods which may develop under normal and proper use within the warranty period or subject to the prior express written permission of the Seller paying for the cost of repair of any such defect or defects carried out by third parties.
c) In the event of the Buyer becoming aware of a defect in goods during the warranty period the Buyer shall promptly supply the Seller with particulars of such defect, use its best endeavours to provide all information and particulars necessary to enable the Seller or its agents to verify the notified particulars and to ascertain the nature and cause of the defect claimed and shall afford the Seller and/or its agents full and proper access and facilities therefore and for making good the defect.
d) The above warranty shall not apply to any defect in the goods where such defect is caused in whole or in part by i) The installation, storage, use, maintenance or repair of the goods in a manner reasonably considered by the Seller to be improper ii) The Buyer and or any user of the goods or of products incorporating the goods and/or any third party called in by the Buyer and/or such user as aforesaid changing or adding to the goods without the express permission in writing of the Seller
e) The Seller shall be under no liability whatsoever for any loss or damage which results from or is caused by erroneous information or lack of information supplied by the Buyer as to the Buyer’s requirements in relation to the specification or use of the goods.
f) The Seller shall be under no liability whatsoever to repair, replace or make good any loss which results from defects or depreciation caused by damage in transit in circumstances outside the Seller’s control, wear and tear, accidents, neglect, misuse, dampness, abnormal temperature or other conditions or circumstances beyond the Seller’s control as stipulated in clause “Events Beyond The Control of the Seller”.
g) When any defective goods are replaced upon an exchange basis or defective goods are repaired the provisions of this warranty clause shall apply to the replacement or repaired goods for the unexpired balance of the warranty period or the period of six months from the date of replacement or repair whichever is the longer. h) The above warranty provisions do not apply to any goods where it is impracticable or unsafe for the Seller to comply with the same.
i) All liability under the warranty provisions ceases at the expiration of the warranty period.
12. Exclusions
(a) Subject as provided in these Conditions of Sale and except where goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) the Buyer shall be entitled to the benefit of the warranty on Condition 11 which is given in lieu of and replaces, excludes and extinguishes all and every condition or warranty whatsoever whether express or implied by statute, common law, trade usage, custom or otherwise to the fullest extent permitted by law.
(b) Where goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
13. Extent of Liability
Except in respect of death or personal injury caused by the Seller’s negligence, or liability for defective products under the Consumer Protection Act 1987, the Seller 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 these Conditions, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of goods (including any delay in supplying or any failure to supply goods in accordance with contract or all at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with any contract shall not exceed the price of the goods, except as expressly provided in these Terms.
14. Indemnity
The Buyer agrees to indemnify the Seller against any loss, damage, cost claims or expenses incurred by the Seller in respect of any liability established against the Seller by a third party arising out of or in connection with the contract of sale and/or any goods.
15. Change in Buyers Financial Circumstances
If the Buyer makes any composition or arrangements with creditors, or being a company goes into liquidation whether voluntary or compulsory or being an individual or firm if he or any partner commits any act of bankruptcy or if a receiver is appointed in respect of any assets of the Buyer or if the Buyer fails duly to pay for any goods of the Seller or if the Seller considers in its absolute discretion that the financial circumstances of the Buyer do not justify any payment or credit terms or arrangement previously agreed the Seller may at its option either require payment in cash before despatch of goods remaining to be delivered or may cancel further deliveries or work without prejudice to any other rights or remedies of the Seller and the Buyer shall remain liable for completed and partially completed deliveries and work to the same extent as required under 3(b) of these Conditions in the event of cancellation.
16. Health and Safety
a) The Buyer agrees only to use the goods for uses specified in the Seller’s current sales literature or for other uses which the Seller has specifically notified in writing to the Buyer as being in the Seller’s opinion free from risk to health and safety. b) The Buyer agrees to pay due regard to any information or advice relating to the use of goods which the Seller may at any time furnish to it and agrees that before the goods are used it will if requested by the Seller furnish the Seller with a written undertaking to take any steps which the Seller may specify with a view to ensuring that the goods will be safe and without risk to health when used. c) Any written undertaking given pursuant to paragraph (b) above shall be deemed to have effect as if it formed part of the contract of sale of goods.
17. Events Beyond the Control of the Seller
a) The Seller does not accept any liability incurred under the contract of sale of the goods wherever and to the extent to which the fulfilment of the Seller’s obligation is prevented frustrated impeded and/or delayed as a consequence of any “force majeure” and/or any occurrence whatever beyond the control of the Seller such to include without prejudice to the generality of the foregoing: i) acts of God, fires, floods or other casualties; ii) wars, riots, civic commotion, embargoes, governmental regulations or inability to obtain necessary materials from the Seller’s usual sources of supply;
iii) shortage of transport facilities or delays in transit; iv) existing or future strikes or other labour troubles affecting the performance hereof whether involving the Seller’s employees or employees of others and regardless of the responsibility or fault on the part of the employers; v) failure in whole or in part of power supplies.
b) The Seller undertakes however to make every reasonable endeavour within its power to overcome difficulties arising in connection therewith but reserves the right to cancel suspend or vary its obligations under the contract of sale and in the event of shortages of such goods or of available resources for their production storage or delivery arising from any of the events or circumstances referred to in paragraph (a) of this Clause the Seller reserves the right to allocate as it may think fit its available goods and resources between customers with whom it has contractual obligations in respect thereof and shall not be obliged to purchase goods from third parties to make good such shortages.
18. Delivery by Instalments
Each delivery or part delivery of any order shall be deemed to be sold under separate contract. Neither failure on the Seller’s part to make any delivery or part delivery in accordance with these Conditions of Sale, nor any claim by the Buyer in respect of such delivery or part delivery shall entitle the Buyer to reject the balance of the order.
19. Quantities
On all orders the Seller shall have the right to deliver and invoice for a quantity of goods greater or less than the exact quantity to conform to carton quantities.
20. Assignment
The Buyer shall not assign or otherwise transfer any contract for the sale of goods by the Seller or any part thereof or any benefit or interest therein or there under without the prior written consent of the Seller. Any such attempted assignment or transfer by the Buyer without the written consent of the Seller is void.
21. Waiver
The rights of the Seller shall not be prejudiced or restricted by an indulgence or forbearance extended to the Buyer and no waiver or any breach shall operate as a waiver of any subsequent breach.
22. Severability
If any term or condition herein or part thereof is held to be invalid for any reason by any court or competent authority it is to that extent to be deemed removed from the contract of sale of goods without prejudice to the validity or other effectiveness of the remaining terms and conditions thereof.
23. English Law
The formation construction and performance of all contracts for the sale of goods by the Seller to the Buyer shall be governed in all respects by English Law. The Buyer and the Seller hereby agree to submit to the jurisdiction of the English Courts.
24. Headings
The headings of these Conditions do not form part of the Conditions and shall not affect the interpretation thereof.
25. Order Cancellation
a) Should an order be cancelled following the dispatch of goods then YBSUK have the right to charge for all carriage costs associated with supply and collection and additionally charge a 25% cost of invoice fee against the goods delivered.
b) Prior to dispatch of goods a 15% administration charge will apply.
c) Irrevocable orders will be charged at 100% of order value.
