1. Interpretation

1.1 Definitions

• Business Day: A day other than Saturday, Sunday or public holiday in England when banks in London operate.
• Business Hours: 9:00 am to 5:00 pm on any Business Day.
• Conditions: The terms and conditions set out in this document, as amended from time to time in accordance with clause 11.4.
• Contract: The agreement between the Supplier and the Customer for the sale and purchase of Goods, incorporating these Conditions.
• Customer: The person or firm who purchases Goods from the Supplier.
• Delivery Location: As defined in clause 4.2.
• Force Majeure Event: An event, circumstance or cause beyond a party’s reasonable control.
• Goods: The items listed in the Order.
• Order: The Customer’s request for Goods under these Conditions.
• Specification: Any written agreement on the specifications, plans, and drawings for the Goods.
• Supplier: NRG Charge, a company registered in [JURISDICTION] with company number [COMPANY REGISTRATION NUMBER].
• Warranty Period: As defined in clause 5.1.

1.2 Interpretation

1. “Person” encompasses natural persons and corporate or unincorporated bodies.
2. References to parties include their successors and permitted assigns.
3. References to legislation include amendments, re-enactments and subordinate legislation.
4. Words such as “including” or “for example” are illustrative only and do not limit the sense of the words preceding them.

2. Basis of Contract

1. 2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose.
2. 2.2 The Order represents the Customer’s offer to purchase Goods. The Customer is responsible for ensuring the accuracy of the Order terms and Specification.
3. 2.3 Acceptance of an Order occurs when the Supplier provides written confirmation, or otherwise implies acceptance through conduct.
4. 2.4 The Customer waives any right to rely on terms that conflict with these Conditions.
5. 2.5 Samples, drawings and advertising materials shall not form part of the Contract nor have any contractual force.
6. 2.6 Quotations do not constitute an offer and are valid for a period of 25 Business Days from the date of issue.
7. 2.7 By placing an Order, the Customer confirms it is acting in the course of business and not as a consumer.

3. Goods

1. 3.1 The Goods are as described in the Supplier’s catalogue, as modified by the applicable Specification.
2. 3.2 The Customer shall indemnify the Supplier against all liabilities, costs and expenses arising from any claim for infringement of intellectual property rights arising from Specifications supplied by the Customer.
3. 3.3 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and shall notify the Customer of any such change.

4. Delivery

1. 4.1 Delivery must be accompanied by a note showing the Order date, references, the type and quantity of Goods, code numbers, storage instructions, and any outstanding balance for instalments.
2. 4.2 The Supplier shall endeavour to deliver the Goods to the Delivery Location, being the location specified in the Order or otherwise agreed by the parties.
3. 4.3 Delivery is completed upon unloading of the Goods at the Delivery Location.
4. 4.4 Delivery dates are approximate and time is not of the essence. The Supplier is not liable for delays caused by a Force Majeure Event or the Customer’s failure to provide adequate delivery instructions.
5. 4.5 The Supplier’s liability for failure to deliver is limited to the cost of obtaining replacement Goods, less the price of the Goods. The Supplier excludes liability for failures caused by a Force Majeure Event or inadequate Customer instructions.
6. 4.6 If the Customer fails to accept delivery within three Business Days of being notified that the Goods are ready, delivery shall be deemed to have taken place on the third Business Day, and the Supplier may charge reasonable storage costs.
7. 4.7 If the Customer delays acceptance for more than ten Business Days, the Supplier may resell the Goods and charge the Customer for any resulting storage and resale costs.
8. 4.8 Incorrect delivery quantities are not grounds for rejection; the Supplier shall adjust the invoice pro rata upon notification.
9. 4.9 The Supplier may deliver the Goods by instalments, each of which shall be invoiced separately and treated as a separate contract. Delay or defect in one instalment shall not entitle the Customer to cancel any other instalment.

5. Quality

1. 5.1 The Supplier warrants that, on delivery and for a period of 24 months thereafter (the Warranty Period), the Goods shall:
   
   1. conform in all material respects with their description and any applicable Specification; and
   2. be free from material defects.
2. 5.2 To claim under this warranty, the Customer must give written notice within the Warranty Period, allow the Supplier to examine the Goods, and return the Goods at the Customer’s expense if requested. The Supplier will, at its discretion, repair, replace or refund the Goods.
3. 5.3 The Supplier is not liable for the Goods’ failure to conform with the warranty where:
   
   1. the Customer continues to use the Goods after giving notice;
   2. the defect arises because the Customer failed to follow the Supplier’s storage, installation or maintenance instructions;
   3. the defect results from designs supplied by the Customer;
   4. the Customer alters the Goods without the Supplier’s written consent;
   5. the defect results from fair wear and tear, wilful damage, negligence or abnormal storage or working conditions; or
   6. the Goods are altered to comply with applicable regulatory requirements.
4. 5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty.
5. 5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6. 5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6. Title and Risk

1. 6.1 Risk in the Goods passes to the Customer on completion of delivery.
2. 6.2 Title to the Goods passes to the Customer only once the Supplier has received payment in full, in cash or cleared funds, for the Goods and any other goods for which payment is due.
3. 6.3 Until title passes, the Customer shall:
   
   1. store the Goods separately and keep them identifiable as the Supplier’s property;
   2. not remove or obscure any identifying marks;
   3. maintain the Goods in satisfactory condition and keep them insured;
   4. notify the Supplier immediately if an insolvency event occurs; and
   5. provide the Supplier with such information as it reasonably requests regarding the Goods.
4. 6.4 The Customer may resell or use the Goods in the ordinary course of business before payment is made, provided that title in the Goods passes to the buyer immediately before resale.
5. 6.5 Before title passes, the Supplier may:
   
   1. terminate the Customer’s right to resell the Goods by written notice; or
   2. require the Customer to deliver up the Goods, and if the Customer fails to do so promptly, the Supplier may enter the Customer’s premises to recover them.

7. Price and Payment

1. 7.1 The price of the Goods is as stated in the Order or, if not stated, the price set out in the Supplier’s published price list in force at the date of delivery.
2. 7.2 The Supplier may increase the price at any time up to 10 Business Days before delivery to reflect:
   
   1. any increase in costs beyond the Supplier’s control, such as foreign exchange fluctuations, taxes, or increases in labour or materials costs;
   2. any change to the Order requested by the Customer; or
   3. any delay caused by the Customer’s instructions.
3. 7.3 The price excludes:
   
   1. value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate; and
   2. the costs of packaging, insurance and transport of the Goods.
4. 7.4 The Supplier shall invoice the Customer on or at any time after completion of delivery.
5. 7.5 The Customer shall pay each invoice:
   
   1. within 30 days of the date of the invoice, or in accordance with any credit terms agreed in writing with the Supplier; and
   2. in full and in cleared funds to the bank account nominated by the Supplier.

8. Limitation of Liability

1. 8.1 The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract.
2. 8.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
   
   1. death or personal injury caused by negligence;
   2. fraud or fraudulent misrepresentation; and
   3. breach of the terms implied by section 12 of the Sale of Goods Act 1979.
3. 8.3 Subject to clause 8.2, the Supplier’s total liability to the Customer arising under or in connection with the Contract shall not exceed £50,000.
4. 8.4 The Supplier shall not be liable, whether in contract, tort or otherwise, for:
   
   1. loss of profits;
   2. loss of sales or business;
   3. loss of agreements or contracts;
   4. loss of anticipated savings;
   5. loss of use or corruption of software, data or information;
   6. loss of or damage to goodwill; or
   7. any indirect or consequential loss.
5. 8.5 This clause 8 shall survive termination of the Contract.

9. Termination

1. 9.1 The Supplier may terminate the Contract with immediate effect by written notice if:
   
   1. the Customer commits a material breach of the Contract and fails to remedy it within 30 days of being notified in writing;
   2. the Customer enters administration, liquidation, a composition or arrangement with creditors, moratorium, receivership, or ceases to carry on business;
   3. the Customer suspends or threatens to suspend a substantial part of its business; or
   4. the Customer’s financial position deteriorates to the extent that the Supplier reasonably believes its ability to perform its obligations is in jeopardy.
2. 9.2 The Supplier may suspend supply of the Goods if any of the events in clause 9.1(b)-(d) occur, if it reasonably believes the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due.
3. 9.3 The Supplier may terminate the Contract with immediate effect if the Customer fails to pay any amount due on the due date for payment.
4. 9.4 On termination, the Customer shall immediately pay all outstanding invoices, accrued interest, and the price of any Goods delivered but not yet invoiced.
5. 9.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry.
6. 9.6 Any provision of the Contract that is intended to survive termination or expiry shall continue in full force and effect.

10. Force Majeure

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 shall be extended accordingly. If the delay continues for more than 8 weeks, the party not affected by the Force Majeure Event may terminate the Contract by giving 14 days’ written notice.

11. General

1. 11.1 Assignment

   1. The Supplier may at any time assign, transfer, mortgage, charge, subcontract or otherwise deal in any or all of its rights and obligations under the Contract.
   2. The Customer shall not assign, transfer or otherwise deal with any of its rights or obligations under the Contract without the prior written consent of the Supplier.

2. 11.2 Confidentiality

   1. Each party undertakes not to disclose the other party’s confidential information for a period of two years after termination or expiry of the Contract, except as permitted by this clause.
   2. Disclosure is permitted to:
      
      1. employees, officers, representatives or advisers who need to know such information; and
      2. where required by law, a court of competent jurisdiction or a governmental or regulatory authority.
   3. Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

3. 11.3 Product Recall

   1. Where the Customer receives a recall notice from any authority in respect of the Goods, it shall immediately notify the Supplier and provide a copy of the notice.
   2. The Customer shall not undertake any recall of the Goods without the Supplier’s prior written permission and shall strictly comply with the Supplier’s instructions in respect of any recall.

4. 11.4 Entire Agreement

   1. The Contract constitutes the entire agreement between the parties and supersedes all prior agreements, understandings or arrangements between them, whether written or oral, relating to its subject matter.
   2. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty of any person other than as expressly set out in the Contract.

5. 11.5 Variation

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

6. 11.6 Waiver

   1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
   2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy.

7. 11.7 Severance

   If any provision of the Contract is found to be invalid, illegal or unenforceable, it shall be deemed deleted, and shall not affect the validity and enforceability of the rest of the Contract. The parties shall negotiate in good faith to agree a replacement provision that achieves the intended commercial result of the original provision.

8. 11.8 Notices

   1. Notices shall be in writing and delivered by hand or sent by pre-paid first-class post to the party’s registered office or principal place of business.
   2. A notice shall be deemed received:
      
      1. if delivered by hand, at the time of delivery; or
      2. if sent by post, at 9:00 am on the second Business Day after posting.

      This clause does not apply to the service of any proceedings or other documents in any legal action.

9. 11.9 Third Party Rights

   1. Unless expressly stated, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 for any person to enforce any term of the Contract.
   2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

10. 11.10 Governing Law

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

11. 11.11 Jurisdiction

    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

Contact Information

Email: sales@nrgcharge.co.uk
Office: Suite Ra01 195-197 Wood Street London England E17 3NU United Kingdom