Terms and conditions of sale

Interpretation

In these conditions of sale:

• the following expressions shall have the meanings set opposite them unless the context otherwise requires:

“the Buyer” the person, firm or company with whom the Contract is made;

“the Contract” the contract between the Seller and the Buyer for the sale of the Goods into which these conditions of sale are incorporated;

“the Goods” the goods which the Seller is to supply in accordance with these conditions of sale;

“the Seller” Genvolt, a British corporation with offices located at New Road, Bridgnorth, Shropshire, WV16 6NN, United Kingdom and incorporated under number 08087238; and General High Voltage Industries Limited operating from the same address and incorporated under number 2674232.  Both companies trade under the name Genvolt and shall collectively be referred to as “Genvolt” throughout these Conditions of Sale.

“writing” and “written” shall include email or other electronic equipment.;

1.2  any reference in these conditions of sale to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time;

1.3  any reference to the singular includes the plural and reference to a gender includes every gender;

1.4  the headings are inserted for convenience only and shall not affect the interpretation of these conditions of sale.

Basis of Sale

2.1  These conditions of sale apply to all contracts for the sale of goods entered into by the Seller.  They apply in preference to and supersede any previous terms and conditions of the Seller and any terms referred to, offered or relied on by either party whether in negotiation or at any stage in the dealings between the Seller and the Buyer with reference to the Goods.  Nor will the Seller be bound by any standard or printed terms furnished by the Buyer in any of its documents

2.2  No variation to these conditions of sale shall be effective unless agreed in writing between the authorised representatives of the Buyer and the Seller.

2.3  The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing.  In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed and that it shall not have any right of action against the Seller arising out of or in connection with any such representation except in the case of fraud.

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

2.5  In entering into this Contract the Buyer assumes responsibility for the Goods being sufficient for its purpose.  As the Seller is not responsible for system design and as the Buyer has greater knowledge of his own requirements the Seller shall not accept any responsibility for the performance or suitability of the Goods in their final operating environment whether or not details of the final operating environment have been made available to the Seller.

2.6  Any typographical, clerical or other error or omission in any sales literature, written quotation or confirmation or acknowledgement of the Seller, price list, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

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

2.8  If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller 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 the Seller’s use of the Buyer’s specification. The Seller makes no warranty concerning the appropriateness of the Goods to the purposes for which the Buyer or its customer are acquiring same. Moreover, the Seller makes no warranty that the Goods or other intellectual property of the Seller does not infringe the rights of third parties.

2.9  The Seller reserves the right at any time to change the design, construction and/or specification of the Goods if such change is required to conform with any applicable statutory requirements.  In addition, the Seller operates a policy of continuous product improvement and the Seller reserves the right to change the design, construction and/or specification of the Goods at any time if such change will in the opinion of the Seller at the time that such change is made improve or enhance the design, quality or performance of such Goods.

2.10  No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller 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 the Seller as a result of the cancellation.

Seller’s Limited Warranty

3.1  The Seller’s limitation of liability is set out in the limited warranty relating to the Goods, whose copy is attached hereto.

3.2  All goods supplied by the Seller are covered by a limited warranty for a period of twelve (12) months from the date of receipt by the Buyer. This warranty covers defects in materials and workmanship under normal use.

3.3  In the event that a unit is returned to the Seller for repair due to any fault, the repaired component shall be covered by a separate limited warranty for a period of twelve (12) months from the date of repair. This warranty applies only to the specific component that was repaired and does not extend to the entire unit.

Price

4.1  The price of the Goods shall be the price listed in the Seller’s published price list in force at the time that the Buyer places an order with the Seller, which shall prevail over any previously quoted, estimated or agreed price.

4.2  The price does not include any present or future UK national or local property, sales, use, excise, licence, gross receipts or other taxes or assessments which may be applicable to, imposed upon or result from this transaction or any services performed in connection with these conditions of sale and/or the goods. The Buyer agrees to pay any such taxes or reimburse payment of such taxes by the Seller.

4.3  Where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises the Buyer shall pay the Seller’s charges for transport, packaging and insurance.

Payment

5.1  Where no account has been opened in advance by the Seller in respect of the Buyer, the Seller will not be obliged to deliver the Goods until the Buyer has paid the amount shown on the pro-forma invoice relating to the Goods.

5.2  Where an account has been opened for the Buyer, the Seller may in its absolute discretion set and on written notice to the Buyer alter the Buyer’s credit limit or terminate the Buyer’s account facilities and the Seller reserves the right not to deliver the Goods if the price thereof increases the amount owed by the Buyer to the Seller beyond the Buyer’s credit limit from time to time.

5.3  Where an account has been opened for the Buyer and the price of the Goods together with all other indebtedness of the Buyer to the Seller does not exceed the Buyer’s credit limit from time to time, the price of the Goods will be paid by the Buyer by the end of the month following the month in which the Seller’s invoice is issued.  The time of payment shall be of the essence of the Contract.

5.4  If the Buyer fails to make any payment by the due date then, without prejudice to any other right or remedy available to the Seller, the Seller may without liability:

5.4.1  suspend any further deliveries to the Buyer or cancel the Contract or any other contract between the Seller and the Buyer;

5.4.2  charge the Buyer interest on the unpaid portion of the invoice sum at the rate of two percent  2% or as permitted under the Late Payment of Commercial Debts (Interest) Act 1998, for each period of thirty (30) days or part thereof from the due date;

5.4.3  appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may in its absolute discretion think fit (notwithstanding any purported appropriation by the Buyer); and

5.4.4  the Buyer shall pay all of the Seller’s costs of collection of any amounts past due, including, but not limited to  legal fees, court costs, and reasonable expenses incurred in enforcement proceedings in the UK.  

The Seller will be entitled to apply payments made by the Buyer first to pay those claims it deems appropriate, including interest, late charges, costs of collection, etc.

5.5  The Seller shall be entitled to payment for all instalments of Goods delivered to the Buyer notwithstanding that the remainder of the Goods shall not have been delivered.

5.6  The Buyer shall not be entitled to withhold payment of any amount payable under the Contract because of any disputed claim of the Buyer in respect of faulty goods or any other alleged breach of contract whether in respect of the Contract or any other contract between the Buyer and the Seller nor shall the Buyer be entitled to set off against any amount payable under the Contract to the Seller any monies owed by the Seller to the Buyer on any account whatsoever, whether such a right is conferred on the Buyer by statute or otherwise.

Delivery

6.1  Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises agreed between the Seller and the Buyer at any time after the Seller has notified the Buyer that the Goods are ready for collection (as “ex-works”/ EXW is defined by Incoterms 2020) or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.

6.2  Where the Seller agrees to deliver an air handling unit or other large item of equipment other than at the Seller’s premises the Buyer shall be responsible for off-loading such goods from the Seller’s delivery vehicle at the agreed place of delivery.  The Seller shall on request at any time provide a copy of its guidelines from time to time for the movement and cranage of such goods.

6.3  Any dates quoted for the delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused.  Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in writing. Under no circumstances shall the Buyer or the Buyer’s customers be entitled to any damages for the Seller’s failure to deliver on time, and the Buyer agrees to indemnify, defend and hold the Seller harmless against any costs and expenses related to any claims for lost profits or other consequential damages based on the Seller’s failure to deliver timely.

6.4  The Seller may make delivery by instalments.  Where Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

6.5  If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery, then without prejudice to any other right or remedy available to the Seller, the Seller may:

6.5.1  store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or

6.5.2  sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall below the price under the Contract.                               

Loss or Damage in Transit and Non-Delivery

No claim for damage to any Goods or for any shortages in the Goods delivered will be considered by the Seller unless it is advised of such claim in writing within seven (7) days of the date of delivery of the Goods or such part thereof as are actually delivered.  In the absence of such advice, the Buyer will be deemed to have accepted the Goods.  No claim for non-delivery will be considered by the Seller unless it is advised in writing within fourteen (14) days of the date of the Seller’s invoice.  Any claim for damage, shortages or non-delivery shall also be notified by the Buyer to the carrier (if any) in the manner and within the appropriate time limit prescribed by the carrier’s terms and conditions, as advised by the Seller to the Buyer.  In the event of a failure by the Buyer to give the appropriate notices then any claim which the Buyer may otherwise have pursuant to this condition will be deemed to have been waived and will be absolutely barred.

Risk and Security Interest

8.1  Risk of damage to or loss of the Goods shall pass to the Buyer:

8.1.1  in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or

8.1.2  in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery to the premises or place agreed between the Buyer and the Seller or if the Buyer wrongfully fails to take delivery of the Goods at such premises or place at the time when the Seller has tendered delivery of the Goods.

• In order to protect and secure payment of all debts due and owing from the Buyer and Until the Seller has been paid in full, the Buyer shall retain title to the Goods on behalf of the Seller. The Buyer agrees not to pledge, mortgage, or otherwise encumber the Goods and shall keep them insured to their full value. In the event of resale prior to payment, the Buyer shall hold the proceeds on trust for the Seller.

8.3  Until the Buyer has paid for the Goods in full, the Buyer shall not pledge, mortgage, encumber, or create or suffer to exist a security interest in the Goods in favour of any person other than the Seller unless written approval of such other security interest is given by the Seller. Additionally, the Buyer agrees to keep the Goods insured to their full value until payment is received by the Seller.  In the event the Buyer sells the Goods to a third party before payment in full is received by the Seller, the Buyer agrees to secure its security interest in the Goods at the time of sale to its customers in order to protect the Seller’s interests to the greatest extent possible.

8.4  Nothing in the Contract shall constitute the Buyer the agent of the Seller in respect of any re-sale of the Goods by the Buyer so as to confer upon a third party any rights against the Seller.

Intellectual Property

All intellectual property rights to, ownership of, and interest in all goods, trademarks, trade names, logos, distinctive marks, designs, and other materials created and/or made available by the Seller hereunder or within the framework of the relationship between the Buyer and the Seller (the “Intellectual Property”) are vested exclusively in the Seller. The Buyer shall not reproduce, modify, transfer, grant, assign, license or use the Intellectual Property, except in accordance with these conditions of sale.

The Buyer shall not remove or alter indications concerning intellectual property rights and concerning the confidential nature of information from goods, services, programs, works, distinctive marks, inventions, designs, models and other materials created and/or made available by the Seller and the Goods delivered.

Force Majeure

The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods if the delay or failure is due to any cause beyond the Seller’s reasonable control.  Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:  act of God, explosion, lightning, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, epidemic; acts, restrictions, regulations, by-laws, prohibitions, or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Seller or any third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.

Cancellation and Suspension of the Contract

11.1  This condition applies if:

11.1.1  the Buyer is in breach of any of its obligations under the Contract or any other contract between the Buyer and the Seller; or

11.1.2  unforeseen events including (without prejudice to the generality of the foregoing) those referred to in condition 10 materially affect the commercial effect of the Contract; or

11.1.3  the Buyer 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

11.1.4  an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

11.1.5  the Buyer ceases or threatens to cease to carry on business; or

11.1.6  the Seller reasonably apprehends that any of the events mentioned in conditions 11.1.3, 11.1.4 or 11.1.5 is about to occur in relation to the Buyer and notifies the Buyer accordingly; or

11.1.7  the Seller receives notice of any claim alleging that the Goods or any part thereof or any process applied to the Goods infringe any patent, copyright, design right, trademark or other industrial or intellectual property rights of any other person; or

11.1.8  the enterprise operated by the Buyer has been fully or partly transferred to a third party without consent of the Seller.

11.2  If this condition 11 applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract by notice to the Buyer without any liability to the Buyer and if the Goods have been delivered but not paid for then the price of the Goods shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

Export Terms

12.1  In these conditions ‘Incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made.  Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these conditions, but if there is any conflict between the provisions of Incoterms and these conditions, the latter shall prevail.

12.2  Where the Goods are supplied for export from the United Kingdom, the provisions of this condition 12 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these conditions.

12.3  Unless otherwise agreed in writing between the Buyer and the Seller, the Goods shall be delivered ex-works the Seller’s premises agreed between the Seller and the Buyer.

12.4  The Buyer shall be responsible for arranging for testing and inspection of the Goods before they leave the Seller’s premises and the Seller shall have no liability in respect of any defect in the Goods which would have been apparent from such inspection.

12.5  Unless otherwise agreed in writing by the Seller, payments of all amounts due shall be made in GBP (£) via bank transfer to a UK bank.

General

13.1  The Seller shall be entitled to sub-contract the fulfilment of the Contract or any part thereof in which event the Seller contracts on behalf of itself and its sub-contractors.

13.2  The termination of the Contract howsoever arising shall be without prejudice to any rights and duties of either party which may have accrued prior to termination.

13.3  The Seller’s rights contained in condition 8 (but not the Buyer’s rights) shall continue beyond the discharge of the parties’ primary obligations under the Contract following its termination by the Seller or breach by the Buyer.

13.4  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.

13.5  No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

13.6  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.

13.7  The Buyer shall not assign or transfer these conditions of sale or any related contract or purchase order without the prior written consent of the Seller. The Seller shall expressly be permitted to assign or transfer, without the prior written consent of the Buyer, the Seller’s right to receive any or all of the payment due from the Buyer under these conditions of sale.

Proper Law and Jurisdiction

These conditions of sale and all transactions between the Seller and the Buyer shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these conditions of sale or their subject matter or formation.

Terms and Conditions of Sale – International

These Terms and Conditions of Sale govern all transactions between the Seller and international Buyers. They supersede any prior agreements and apply to all sales of goods unless otherwise agreed in writing.

Interpretation

In these conditions of sale, the following expressions shall have the meanings set opposite them unless the context otherwise requires:

“Buyer” – the person, firm or company purchasing goods from the Seller.

“Contract” – the agreement between the Seller and the Buyer for the sale of goods.

“Goods” – the products supplied by the Seller.

“Seller” – the company supplying the goods.

Any reference to the singular includes the plural and reference to a gender includes all genders.

Headings are for convenience only and do not affect interpretation.

Basis of Sale

These conditions apply to all contracts for the sale of goods entered into by the Seller.

No variation shall be effective unless agreed in writing by both parties.

The Buyer acknowledges that it does not rely on any representations not confirmed in writing.

Advice or recommendations not confirmed in writing are followed at the Buyer’s risk.

The Buyer is responsible for ensuring the Goods are suitable for its intended purpose.

The Seller may correct any typographical or clerical errors without liability.

The Buyer is responsible for the accuracy of any specifications provided.

The Seller reserves the right to modify the design or specification of Goods to comply with applicable regulations or for product improvement.

Orders accepted by the Seller may not be cancelled without written agreement and indemnification for incurred costs.

Warranty

The Seller provides a limited warranty for the Goods as specified in the warranty document attached or provided separately [Schedule 1].

The Seller disclaims all other warranties unless expressly stated.

Price

Prices are as listed in the Seller’s current price list at the time of order.

Prices exclude taxes, duties, and other charges unless otherwise stated.

Additional charges may apply for transport, packaging, and insurance.

Payment

Payment terms are as agreed in the Contract or invoice.

Late payments may incur interest and collection costs.

The Seller may suspend deliveries or cancel the Contract for non-payment.

The Buyer shall not withhold payment due to disputes or set-offs unless agreed in writing.

Delivery

Delivery terms are as agreed in the Contract, typically Ex Works (EXW) or other Incoterms.

Delivery dates are estimates and not guaranteed.

The Seller may deliver in instalments.

Failure to take delivery may result in storage charges or resale of Goods.

Risk and Title

Risk passes to the Buyer upon delivery.

Title remains with the Seller until full payment is received.

The Buyer shall not encumber or resell Goods before payment without Seller’s consent.

Intellectual Property

All intellectual property rights in the Goods and related materials remain with the Seller.

The Buyer shall not reproduce or use such materials except as permitted.

Force Majeure

The Seller is not liable for delays or failures due to events beyond its control, including natural disasters, war, government actions, or supply chain disruptions.

Termination

The Seller may terminate the Contract for breach, insolvency, or other specified reasons.

Upon termination, all outstanding payments become immediately due.

Governing Law and Jurisdiction

This Contract shall be governed by the laws of a mutually agreed jurisdiction.

Disputes shall be resolved through negotiation or arbitration unless otherwise agreed.

Schedule 1: Limited Warranty

This Limited Warranty applies to all goods supplied by Genvolt

Genvolt warrants that all goods supplied shall be free from defects in material and workmanship under normal use and service for a period of twelve (12) months from the date of receipt by the customer.

This warranty is limited to the repair or replacement of defective goods, at Genvolt’s discretion, provided that the goods have not been subject to misuse, abuse, neglect, accident, improper installation, or unauthorized modification.

In the event that a unit is returned to the Seller for repair due to any fault, the repaired component shall be covered by a separate limited warranty for a period of twelve (12) months from the date of repair. This warranty applies only to the specific component that was repaired and does not extend to the entire unit.

Claims under this warranty must be made in writing and submitted to Genvolt within the warranty period. Proof of purchase and receipt date must be provided with all claims.

This warranty does not cover any consequential or incidental damages arising from the use or inability to use the goods.

Genvolt reserves the right to inspect and test the goods to determine the validity of any warranty claim.

This warranty is provided in lieu of all other warranties, express or implied, including but not limited to any implied warranty of merchantability or fitness for a particular purpose.