Power Maxed Limited
Unit 3B, Wellington Road, Waterloo Park, Bidford-On-Avon, B50 4JH.
Acceptance. Seller’s acceptance of any PO shall be expressly limited to the terms of the contract. The purchaser objects to contrary terms contained in any quotation, order, acknowledgement, invoice or other document originating with the seller. Any terms and conditions printed on any purchase order, any release order, acknowledgement, invoice or other document issued by either seller or purchaser that conflict with these terms and conditions are superseded by these terms and conditions. By shipping goods or performing services after receipt of a purchase order, seller shall conclusively be deemed to be bound by these terms and conditions and all other provisions of the contract.
Price. The price shall be that stated in the purchase order. That is, unless that price exceeds the lowest price at which the seller is selling items or similar items to its other customers as of the date of delivery to purchaser. In this case, the lower price shall control.
If there is no price stated in the purchase order, the price shall not be higher than that last charged or quoted purchaser for such items by the seller. If there has been no charge or quotation by the seller to purchaser for items previously, and if no price is set forth in the purchase order, purchaser shall have the right to return items with seller paying the cost of transportation. That is, if the seller charges a price which is in excess of the lowest price at which the seller is selling items to its other customers as of the date of delivery to the purchaser.
If prior to delivery of the items, purchaser is able to purchase a portion of all of the items, or similar items of like quality, and at a price which is less, purchaser shall notify seller. Should seller fail to meet the lower price, purchaser may, at its option, purchase from the other source at the lower price. In this event, purchaser and seller shall be relieved of their obligations under the contract in respect to the items or similar items purchased from the other source. The price shall include any freight charges or sales, use or other similar taxes. No such charges or taxes shall be paid by the purchaser.
Drawings and specifications. Specifications, drawings, notes, instructions, engineering information, or technical data furnished by either purchaser or seller to the other or referred to in the contract shall be incorporated into the contract by the reference. Seller shall be fully and solely responsible for obtaining product data adequate to design, manufacture, fabricate, construct and deliver the items in compliance with all requirements of the contract.
Purchaser shall retain title to all such documents and branding which it provides or causes to be given to seller. Seller shall not use any of such documents or the information contained therein for any purpose other than in performance of the contract.
Seller shall not disclose such documents or information to any party other than the purchaser or party duly authorized by the purchaser. Upon purchaser’s request, seller shall promptly return to purchaser all such documents and copies. Changes. Purchaser shall have the right to make changes (including additions and/or omissions) from time to time in the items, any specifications and/or drawings which are part of the contract, method of shipment or packing and/or time and/or place of delivery. Purchaser shall give seller written notice of any such change.
The notice may include any increase or decrease in the cost of, or the time required for performance of the contract determined by the purchaser to be appropriate. If seller does not agree with such adjustments, or if the notice does not contain any such adjustments, seller shall still be obligated to proceed immediately with all of the changes directed by the purchaser without waiting to reach an agreement on any adjustments.
Any claims by the seller for adjustments after its receipt of purchaser’s change order must be asserted in writing to purchaser not more than ten days after such receipt by seller or such claim shall be null and void.
Delivery. The seller shall deliver the items to purchaser on the date(s) indicated in the purchase order or previously agreed dates accordingly. If seller fails to make delivery of any part of the items on the date(s) indicated, the purchaser may terminate the contract and pursue other remedies.
All shipments shall be delivered FOB to the destination designated by the purchaser in the purchase order. Risk of loss of shall remain with the seller until the items in a completed state are received by the purchaser, its agent or consignee, regardless of whether or not purchaser has made full payment for the items.
A packing slip must accompany each such shipment. If a shipment is to a consignee or an agent of the purchaser, a copy of the packing slip shall be forwarded concurrently to the purchaser. If no such packing slip is sent, the count or weight by purchaser or its agent or consignee is agreed to be final and binding.
The seller, or the carrier it uses to transport items, whichever is applicable, shall maintain a satisfactory safety rating from the Department of Transport. The seller or carrier shall provide purchaser with written proof of such rating on request if the carrier is a motor carrier.
It shall maintain comprehensive general liability body injury and property damage insurance in the amount specified in the T&C relating to insurance. That is, unless a larger amount is required by UK law. In that event, such larger amount shall be maintained.
Warranty. Seller warrants that for a period of Six years after the delivery of or performance of the items to or for the purchaser, the items will be of merchantable quality. Also, fit for the purchaser’s particular purpose, be of high quality, and free from defects in material and workmanship including degradation whilst in storage. In addition, they shall comply with the most stringent of purchaser’s or seller’s specifications, performance guarantees, and requirements; and, comply with all nationally recognized codes and established industry standards.
All items shall be sold by the seller to the purchaser free and clear of any encumbrances. Seller’s warranties and guarantees shall survive inspection, delivery and acceptance of the items and/or payment by purchaser. If items do not conform to any of these warranties, then, at the purchaser’s option, seller shall repair or replace the defective items, FOB purchaser’s designated site at seller’s expense. Or, in the case of services, re-perform the services at seller’s expense.
Seller shall be responsible for all expenses and damages which purchaser incurs, including, but not limited to incidental and consequential damages. The foregoing warranties and obligations also shall apply to the items supplied by the seller in such repair, replacement or re-performance. Seller shall pass on to purchaser the benefit of any manufacturer warranties. Payments and invoices. The specific terms of payment for all items are stated in the purchase order. Unless otherwise specified, there or in a separate written instrument signed by the purchaser, no invoice shall be issued before shipment or performance of the items covered thereby. No payment shall be made before receipt of items and of a proper invoice for such items.
Purchaser may withhold any payment otherwise due under the contract to such extent as necessary to protect purchaser from loss. That loss may be because of (a) evidence of financial difficulty of seller which might prevent complete performance of the contract by the seller; or (b) a breach by the seller of any contract provision.
Version 3 – January 2019