1. DEFINITION OF TERMS 2. THE CONTRACT...1. DEFINITION OF TERMS “Electra” means Electra...

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VAT Number 297 4753 46 EORI GB297475346000 Electra Commercial Vehicles Oasis Business Park, Parkside Place Skelmersdale, Lancashire, WN8 9RD Company Registration Number 11059491 www.electracommercialvehicles.com Telephone +44 (0)1254784087 1. DEFINITION OF TERMS “Electra” means Electra Commercial Vehicles Limited (Company Number 11059491). “Contract” means the contract for the sale of the Goods. “Goods” means the vehicles to be sold by Electra to the customer. “Terms” means these terms of business. “Writing” includes fax, letter and e-mail. 2. THE CONTRACT 2.1 Electra shall sell and the customer shall purchase the Goods in accordance with any written quotation of Electra which is accepted by the customer, or any written order of the customer which is accepted by Electra, subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the customer. 2.2 No variation to these Terms shall be binding unless agreed in Writing between the authorised representatives of the customer and Electra. 2.3 Any advice or recommendation given by Electra or its employees or agents to the customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by Electra is followed or acted upon entirely at the customer’s own risk, and accordingly Electra shall not be liable for any such advice or recommendation which is not so confirmed. 2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Electra shall be subject to correction without any liability on the part of Electra. 3. ORDERS AND SPECIFICATIONS 3.1 No order submitted by the customer shall be deemed to be accepted by Electra unless and until confirmed in writing by Electra’s authorised representative. 3.2 The customer shall be responsible to Electra for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the customer, and for giving Electra any necessary information relating to the Goods within a sufficient time to enable Electra to perform the Contract in accordance with its terms. 3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in Electra’s quotation (if accepted by the customer) or the customer’s order (if accepted by Electra). 3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by Electra in accordance with a specification submitted by the customer, the customer shall indemnify Electra against all loss, damages, costs and expenses awarded against or incurred by Electra in connection with or paid or agreed to be paid by Electra in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from Electra’s use of the customer’s specification. 3.5 All drawings, descriptive matter, weights, dimensions, power consumptions, the descriptions and illustrations contained in Electra’s catalogues, price lists or advertisements, whether or not supplied with any tender or offer for sale, are approximate only and intended merely to give a general idea of the Goods described therein and shall not form part of the Contract.

Transcript of 1. DEFINITION OF TERMS 2. THE CONTRACT...1. DEFINITION OF TERMS “Electra” means Electra...

  • VATNumber297475346EORIGB297475346000

    Electra Commercial Vehicles Oasis Business Park, Parkside Place Skelmersdale, Lancashire, WN8 9RD

    Company Registration Number 11059491 www.electracommercialvehicles.com

    Telephone +44 (0)1254784087

    1. DEFINITION OF TERMS

    “Electra” means Electra Commercial Vehicles Limited (Company Number 11059491).

    “Contract” means the contract for the sale of the Goods.

    “Goods” means the vehicles to be sold by Electra to the customer.

    “Terms” means these terms of business.

    “Writing” includes fax, letter and e-mail.

    2. THE CONTRACT

    2.1 Electra shall sell and the customer shall purchase the Goods in accordance with any written quotation of Electra which is accepted by the customer, or any written order of the customer which is accepted by Electra, subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the customer.

    2.2 No variation to these Terms shall be binding unless agreed in Writing between the authorised representatives of the customer and Electra.

    2.3 Any advice or recommendation given by Electra or its employees or agents to the customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by Electra is followed or acted upon entirely at the customer’s own risk, and accordingly Electra shall not be liable for any such advice or recommendation which is not so confirmed.

    2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Electra shall be subject to correction without any liability on the part of Electra.

    3. ORDERS AND SPECIFICATIONS

    3.1 No order submitted by the customer shall be deemed to be accepted by Electra unless and until confirmed in writing by Electra’s authorised representative.

    3.2 The customer shall be responsible to Electra for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the customer, and for giving Electra any necessary information relating to the Goods within a sufficient time to enable Electra to perform the Contract in accordance with its terms.

    3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in Electra’s quotation (if accepted by the customer) or the customer’s order (if accepted by Electra).

    3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by Electra in accordance with a specification submitted by the customer, the customer shall indemnify Electra against all loss, damages, costs and expenses awarded against or incurred by Electra in connection with or paid or agreed to be paid by Electra in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from Electra’s use of the customer’s specification.

    3.5 All drawings, descriptive matter, weights, dimensions, power consumptions, the descriptions and illustrations contained in Electra’s catalogues, price lists or advertisements, whether or not supplied with any tender or offer for sale, are approximate only and intended merely to give a general idea of the Goods described therein and shall not form part of the Contract.

  • VATNumber297475346EORIGB297475346000

    Electra Commercial Vehicles Oasis Business Park, Parkside Place Skelmersdale, Lancashire, WN8 9RD

    Company Registration Number 11059491 www.electracommercialvehicles.com

    Telephone +44 (0)1254784087

    3.6 Electra reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory requirements or, where the Goods are to be supplied to Electra’s specification, which do not materially affect their quality or performance.

    3.7 No order which has been accepted by Electra may be cancelled by the customer except with the agreement in Writing of Electra and on terms that the customer shall indemnify Electra in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Electra as a result of cancellation.

    4. PRICE

    4.1 The price of the Goods shall be Electra’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in Electra’s published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, Electra’s published export price list shall apply. All prices quoted are valid for 30 days only or until earlier acceptance by the customer, after which time they may be altered by Electra without giving notice to the customer.

    4.2 Electra reserves the right, by giving notice to the customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to Electra which is due to any factor beyond the control of Electra (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture, Brexit or Pandemic, Epidemic, Plague or National or International health issues (or similar)), any change in delivery dates, quantities or specifications for the Goods which is requested by the customer, or any delay caused by any instructions of the customer or failure of the customer to give Electra adequate information or instructions.

    4.3 Except as otherwise stated under the terms of any quotation or in any price list of Electra, and unless otherwise agreed in Writing between the customer and Electra, all prices are given by Electra on an ex-works basis, and where Electra agrees to deliver the Goods otherwise than at Electra’s premises, the customer shall be liable to pay Electra’s charges for transport, packaging and insurance and any import or export duty.

    4.4 The price is exclusive of any applicable value added tax, which the customer shall be additionally liable to pay to Electra.

    5. DELAY IN DELIVERY OR COMPLETION

    Time for delivery or completion of the Goods shall not be of the essence, and delay in delivery or completion shall not give rise to any liability upon Electra, whether or not any time or date is given, unless a guarantee of delivery or completion has been otherwise given in writing by Electra expressly stating that Electra guarantees delivery or completion within a specific time.

    6. PAYMENT

    Unless otherwise agreed in Writing, the Goods will be invoiced when they are made available for collection or delivery. Payment shall be due ours after delivery and acceptance to the customer, unless the Goods are to be Where Electra supplies a chassis to a body builder, payment for the chassis shall become due upon delivery to the body builder. Where Electra is engaged to work on any Goods supplied by a customer, including chassis, payment for those services shall be due at or prior to delivery of the completed Goods to the customer. Electra shall be entitled to charge interest on all overdue accounts at the rate for the time being pursuant to the Late Payment of Commercial Debts (Interest) Act 1998

    6.1 DEPOSIT OR STAGED PAYMENTS

    Electra may require a deposit of between 10% and 25% (referenced in the order) within seven days of acceptance of acceptance of order and may require stage payments during the build process. This will be

  • VATNumber297475346EORIGB297475346000

    Electra Commercial Vehicles Oasis Business Park, Parkside Place Skelmersdale, Lancashire, WN8 9RD

    Company Registration Number 11059491 www.electracommercialvehicles.com

    Telephone +44 (0)1254784087

    detailed either on quotation or prior to acceptance of any order from the customer. Failure to accept delivery may mean that Electra is not liable to refund any deposit paid.

    7. RISK AND PROPERTY

    7.1 Risk of damage to or loss of the Goods shall pass to the customer:

    (a) in the case of Goods to be delivered at Electra’s premises, at the time when Electra notifies the customer that the Goods are available for collection; or

    (b) in the case of Goods to be delivered otherwise than at Electra’s premises, at the time of delivery or, if the customer wrongfully fails to take delivery of the Goods, the time when Electra has tendered delivery of the Goods.

    7.2 Title to the Goods shall not pass to the customer until the earlier of when:

    (a) Electra receives payment in full (in cash or cleared funds) for the Goods and any other goods that Electra has supplied to the customer, in which case title to the Goods shall pass at the time of payment of all such sums; and

    (b) the customer resells the Goods, in which case title to the Goods shall pass to the customer immediately before the time at which resale by the customer occurs.

    7.3 Until title to the Goods has passed to the customer, the customer shall:

    (a) store the Goods separately from all other goods held by the customer so that they remain readily identifiable as Electra's property.

    (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods.

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

    (d) notify Electra immediately if it becomes subject to any insolvency, administration or bankruptcy proceedings, or becomes unable to pay its debts as they fall due; and

    (e) give Electra such information relating to the Goods as Electra may require from time to time.

    7.4 Subject to clause 7.4, the customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Electra receives payment for the Goods. However, if the customer resells the Goods before that time it does so as principal and not as Electra’s agent.

    7.5 If before title to the Goods passes to the customer the customer becomes subject to any of the events listed in clause 7.3(d), then, without limiting any other right or remedy Electra may have:

    (a) the customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and

    (b) Electra may at any time:

    (i) require the Customer to deliver up all Goods in its possession which have not been resold or irrevocably incorporated into another product; and

    (ii) if the Customer fails to do so promptly, enter any premises of the customer or of any third party where the Goods are stored in order to recover them.

  • VATNumber297475346EORIGB297475346000

    Electra Commercial Vehicles Oasis Business Park, Parkside Place Skelmersdale, Lancashire, WN8 9RD

    Company Registration Number 11059491 www.electracommercialvehicles.com

    Telephone +44 (0)1254784087

    8. PERFORMANCE

    Any performance figures provided, relating to the Goods are based upon Electra’s experience and are such as Electra expects will be obtained but are estimates only and are not guaranteed. Electra shall be under no liability for failure to achieve such figures unless there is in writing in the contract a guarantee of performance expressly stating that Electra guarantees certain performance figures. Such performance shall include, but not limited to operating range and number of hours of operation

    9. COMPANY’S LIABILITY FOR DEFECTS

    9.1 Subject to the conditions set out below Electra warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in design, material and workmanship for a period of 24 months from delivery. This warranty applies to batteries, driveline and power electronics. Unless otherwise stated, this warranty is given by Electra subject to the following conditions:

    (a) Electra shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the customer.

    (b) Electra shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Electra’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without Electra’s approval.

    (c) the above warranty includes the individual warranty terms contained in the Electra Warranty Document and does not extend to parts, materials or equipment not manufactured by Electra, in respect of which the customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to Electra.

    9.2 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

    9.3 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the customer are not affected by these Conditions.

    9.4 Any claim by the customer which is based on any defect in the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the customer) be notified to Electra within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the customer does not notify Electra accordingly, the customer shall not be entitled to reject the Goods and Electra shall have no liability for such defect or failure, and the customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

    9.5 Where any valid claim in respect of any of the Goods which is based on any defect in the Goods or their failure to meet specification is notified to Electra in accordance with these Conditions, Electra shall be entitled to replace the Goods (or the part in question) free of charge or, at Electra’s sole discretion, refund to the customer the price of the Goods (or a proportionate part of the price), but Electra shall have no further liability to the customer.

    9.6 Nothing in these terms and conditions shall limit or exclude Electra's liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable), fraud or fraudulent misrepresentation breach of the terms implied by section 12 of the Sale of Goods Act 1979, defective

  • VATNumber297475346EORIGB297475346000

    Electra Commercial Vehicles Oasis Business Park, Parkside Place Skelmersdale, Lancashire, WN8 9RD

    Company Registration Number 11059491 www.electracommercialvehicles.com

    Telephone +44 (0)1254784087

    products under the Consumer Protection Act 1987 or any matter in respect of which it would be unlawful for Electra to exclude or restrict liability

    9.7 Subject to clause 9.6:

    (a) Electra shall under no circumstances whatever be liable to the customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit or any indirect or consequential loss arising under or in connection with the Contract; and

    (b) Electra's total liability to the customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods

    10. INSOLVENCY

    10.1 This clause applies if:

    (a) the customer fails to pay on the due date any amount payable to Electra; or

    (b) the customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

    (c) an encumbrancer takes possession, or a receiver or administrator is appointed, of any of the property or assets of the customer; or

    (d) the customer ceases, or threatens to cease, to carry on business; or

    (e) in the reasonable opinion of Electra, the customer is or is likely to be unable to pay its debts as they fall due.

    10.2 If this clause applies then, without prejudice to any other right or remedy available to Electra, Electra shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

    11. OTHER MANUFACTURER’S GOODS

    Where Electra is employed to add materials, parts or accessories of any kind (bodies, bin lifts, cranes etc.) to, or to do work upon goods not of its own manufacture, the finished Goods are supplied by Electra subject to the customer obtaining the approval of the manufacturer concerned to the design, materials and workmanship utilised in such finished Goods.

    12. LIEN

    In addition to any other rights of lien given by law, Electra shall have a general lien in respect of all sums due from or claims against the customer upon all goods in its possession upon which work has been or is to be done on the customer’s behalf.

    Without prejudice to any other rights given by law to Electra, Electra may upon 14 days’ notice to the customer sell any goods of the customer upon which Electra has any lien and, where the property is such goods is at the time of such sale in the customer, shall be deemed to be his agent for the purposes of affecting such sale. Electra may apply the proceeds of such sale towards the satisfaction of sums due or claims against the customer without prejudice to Electra’s right to recover the balance thereof from the customer.

  • VATNumber297475346EORIGB297475346000

    Electra Commercial Vehicles Oasis Business Park, Parkside Place Skelmersdale, Lancashire, WN8 9RD

    Company Registration Number 11059491 www.electracommercialvehicles.com

    Telephone +44 (0)1254784087

    13. PATENTS AND COPYRIGHTS

    The customer shall indemnify Electra against all claims and actions and the costs thereof made or brought against Electra in respect of the infringement of any patent, trade mark, registered design or similar rights arising from the manufacture or supply of any Goods or the doing of work or the use of any article or material by Electra to the design or specification or upon the instructions or order of the customer.

    14. UNCONTROLLABLE EVENTS

    14.1 If the performance of the contract by Electra shall be delayed by any circumstances or conditions beyond the control of Electra including (but without prejudice to the generality of the foregoing) war, industrial disputes, strikes, lock-outs, riots, fire, storm, Act of God, accidents, non-availability or shortage of materials or labour, any statute, rule, bye-law, order or requisition made or issued by any legislative Government or Government Department, local or other duly constituted authority, then Electra shall have the right to suspend further performance of the Contract until such time as the cause of the delay shall no longer be present.

    14.2 If the performance of the Contract by Electra shall be prevented by any such circumstances or conditions beyond the control of Electra, then Electra shall have the right to be discharged from further performance of a liability under the Contract. If Electra exercises such right the customer shall thereupon pay the Contract price less a reasonable allowance for what has not been performed by Electra.

    15. TELEMETARY AND OPERATING DATA

    The customer acknowledges that certain new vehicles are fitted with a telematics system that gathers performance data from the vehicle and transmits it to a web portal operated and captured by Electra or its authorised telemetry agent.

    The customer and Electra agree that:

    (a) all such data remains the property of the customer.

    (b) Electra will not allow any third party to access such data.

    (c) Electra may use such data for the purpose of analysing and improving vehicle and operator performance, facilitating fault diagnosis, maintenance and repair and for general product development purposes.

    (d) to the extent that such data contains any personal information (e.g. drivers’ details) then the customer shall procure that it and Electra are authorised to use such information for the above purposes.

    16. GENERAL

    16.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

    16.2 No waiver by Electra of any breach of the Contract by the customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

    16.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

  • VATNumber297475346EORIGB297475346000

    Electra Commercial Vehicles Oasis Business Park, Parkside Place Skelmersdale, Lancashire, WN8 9RD

    Company Registration Number 11059491 www.electracommercialvehicles.com

    Telephone +44 (0)1254784087

    17. GOVERNING LAW

    This agreement 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.

    18. 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 this agreement or its subject matter or formation (including non-contractual disputes or claims).