1.1. In these terms and conditions of sale “the Company” shall mean Power Inspired Ltd.”the Buyer” shall mean the company, firm or person by whom an order is placed or with whom a contract is made. “the Goods” shall mean all or part of the goods, materials, services or products supplied by the Company to the Buyer under the Contract.” the Contract” shall mean the sale of Goods by the Company.”Order” shall mean the Buyer’s purchase order form OR overleaf OR the Buyer’s written acceptance of the Seller’s quotation OR in the Buyer’s purchase order form, or the Buyer’s written acceptance of the Seller’s quotation, or overleaf, as the case may be. “Services” shall mean the services supplied by the Seller to the Buyer as set out in the Order. “Intellectual Property Right” shall mean all confidential information, patents, trademarks and service marks, rights in designs, trade or business names, copyright (including rights in computer software), database rights and topography rights (whether or not any of these are registered and including applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world.
2.1. These Conditions shall form the basis of the contract between the Company and the Buyer in relation to the sale of Goods and/or Services, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
2.2. All orders for Goods and/or Services shall be deemed to be an offer by the Buyer to purchase Goods and/or Services from the Company pursuant to these Conditions.
2.3. Acceptance of delivery of the Goods or commencement of the Services shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4. These Conditions may not be varied except by the written agreement of a director of the Company.
2.5. These Conditions represent the whole of the agreement between the Company and the Buyer. They supersede any other conditions previously issued.
3.1. All prices are exclusive of VAT and do not include carriage/delivery charges unless otherwise quoted.
4.1. The Goods are described in the Order.
4.2. The Company reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements.
5.1. The Buyer shall pay the full amount of each invoice in respect of the Goods within thirty (30) days from the date of such invoice.
5.2. Payment must be by BACS to the Company’s specified Bank Account.
5.3. Time for payment shall be of the essence, and the Buyer shall have no right of set-off, statutory or otherwise.
5.4. Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 8% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment.
5.5. The Company may at any time require from the Buyer full or partial payment of the price prior to delivery or collection. Orders valued in excess of £25,000 will be subject to stage payments.
6. Quotation, Order and Delivery
6.1. Any quotation given by the Company is only valid for a period of thirty (30) days from the date of such quotation, unless otherwise agreed in writing and provided that it shall not have been withdrawn previously by the Company.
6.2. No order placed with the Company shall result in a binding contract unless accepted by the Company in writing.
6.3. The Company reserves the right to make delivery by more than one instalment, each of which shall constitute a separate contract and the Buyer shall not be entitled to refuse to accept delivery of any instalment or to treat the Contract as repudiated.
6.4. Delivery of the Goods shall be made to the Buyer’s address unless otherwise agreed in writing. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Company for delivery.
6.5. The Company undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
6.6. The Company shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro-rata adjustment to the Price shall be made.
6.7. If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Company shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
6.8. The Company reserves the right to decline to trade with any company or person or to impose reasonable conditions prior to accepting any order (such as, by way of example, the provision of a delivery address) where the Company considers it reasonably necessary for security or fraud prevention purposes.
6.9. The Company reserves the right to impose reasonable conditions prior to accepting any order (such as, by way of example, the provision of a delivery date) where the Company considers it reasonably necessary for purposes of stock procurement.
6.10. Written confirmation of orders must be sent to firstname.lastname@example.org. Once accepted, no order may be cancelled without the prior written agreement of a director of the Company.
6.11. Orders for Goods are accepted by the Company by despatching the Goods provided, however, that despatch will not be acceptance where the price for the Supplies has been incorrectly quoted or referenced by the Buyer in the order request.
7. Direct Ship Orders
7.1. The Company if asked in writing may be able to send orders with a plain delivery note. If the Buyer wishes to individualise the delivery note by adding their logo then the Buyer must forward to the Company the information and logo details requested by the Company.
7.2. The Company upon agreeing to provide plain or branded boxes will use all reasonable endeavours to ensure there is no reference to the Company on the packaging or paperwork sent to end users but it won’t be liable if any such reference is made by mistake.
7.3. The Buyer will be solely responsible for all after-sales contact with the end users. If any of the end users wish to return Goods for whatever reason then the end user must return the goods to the Buyer who in turn must follow the provisions set out in Returns 10. The Company will have no responsibility to accept returns direct from end users.
7.4. In no circumstances shall the Company have any liability towards the end users in relations to Goods supplied under these terms. The Company’s liability to the Buyer for Goods shipped to end users under these terms will be as set out in Liability 12. The Buyer indemnifies and holds harmless the Company against all claims, losses, expenses, liabilities asserted against the Company by end users in relation to the Goods supplied under this direct ship service.
7.5. Orders submitted to the Company must be received by 14:30 for same day despatch. Standard pallet delivery is two working days to mainland UK postcodes. Orders will not be chased by the Company until the second working day. All information supplied is the sole responsibility of the Buyer and the Company will not be liable for any losses suffered as a result of the Buyer supplying inaccurate information to the Company.
8. Loss or Damage in Transit
8.1. Where the Goods are lost or damaged in transit otherwise than through the act or omission of the Buyer, the Company shall replace any items lost or damaged beyond economical repair or repair any items damaged provided that:-
8.1.1. the Buyer has inspected the Goods immediately upon delivery.
8.1.2. within 5 days of the receipt or collection of the Goods the Buyer has notified the Company in writing of any shortage, damage or defect.
8.1.3. the Buyer has preserved the packaging and Goods in question intact and they are readily available for inspection.
8.1.4. if notice is given the Buyer shall not be entitled to reject the goods until the Company has been given the opportunity to inspect the goods and, if required, to remedy the problem.
9. Risk and Title
9.1. Risk in the Goods shall pass to the Buyer upon delivery.
9.2. Notwithstanding the passing of risk, the title to and property in the Goods shall remain with the Company until the Buyer has paid all sums due in respect thereof and all or any other sums owing to the Company in respect of other goods supplied. 9.3. Until title to the Goods passes:
9.3.1. the Buyer shall hold the Goods as fiduciary agent and bailee for the Company.
9.3.2. the Goods shall be kept separate and stored so as to be clearly identifiable as belonging to the Company.
9.4. The Company reserves the immediate right of re-possession of any Goods to which the Company has retained title as aforesaid exercisable at any time after delivery or collection of the Goods and the Buyer hereby grants an irrevocable right and licence to the Company’s servants and agents to enter upon all or any premises where the Goods are stored without prior notice for this purpose or for the purpose of inspection.
9.5. The Company reserves the right of re-possession, from any location, of any Goods to which the Company has retained title whether or not the Buyer, as a reseller, has sold such Goods to a third party.
10.1. For Buyers in the UK, except as detailed in Warranty 11 below, no order can be cancelled or accepted for credit without the prior written agreement of the Company. If cancellation/credit is accepted by the Company, the Buyer must obtain a returns authorisation number (RMA) from the Company prior to returning the Goods. Goods must then be returned, at the Buyer’s risk and expense, for receipt by the Company within 7 days of their delivery by the Company and must be undamaged, in re-saleable condition and in original packaging (which shall include any of the Company’s outer packaging). The Buyer should return the Goods to “The Returns Department, Power Inspired Ltd, Unit 122 Churchill Road, Bicester, Oxfordshire OX3 8FL” quoting the Buyer’s account number and order number. The Buyer is responsible for returning Goods to the Company and for providing proof of delivery of such return.
10.2. The Company reserves the right to reject goods arriving at its premises that are not so recorded or clearly marked with the correct returns number.
10.3. All returns will be subject to a re-stocking charge; 25% of the invoice value of the Goods.
10.4. The original Delivery costs will not be credited.
10.5. Certain Goods are excluded from Condition 10.1, including;
10.5.1. bespoke and custom made Goods;
10.5.2. services, once these have been completed, even if the cancellation period is still running;
10.5.3. Goods sealed for technical purposes, once these have been unsealed after the Buyer receive them;
10.5.4. Goods with a protective battery isolation tab, once these tabs have been removed after the Buyer receive them:
10.5.5. sealed software, once these Goods are unsealed after the Buyer receive them; and
10.5.6. any Goods which become mixed inseparably with other items after their delivery.
11.1. The Company upon request will assign to the Buyer the benefit of any warranty it has in respect of goods manufactured by a third party and supplied by the Company. For the avoidance of doubt the period of warranty will begin from date of delivery or the commencement of the Services, the Goods and/or Services shall:
11.1.1. conform with their description;
11.1.2. be of satisfactory quality with the meaning of the Sale of Goods Act 1979;
11.1.3. be fit for any purpose held out by the Company; and
11.1.4. be carried out in accordance with the Supply of Goods and Services Act 1982.
12.1. Nothing in condition Warranty 11 shall exclude or restrict the Company’s liability for death or personal injury resulting from its negligence.
12.2. The Buyer must inspect the Goods as soon as is reasonably practicable after delivery or, in the case of Services, performance and the Company shall not be liable for any defect in the Goods unless written notice is given to the Company. In the event of any defect of manufacture, materials or workmanship in the Goods the Buyer shall communicate in writing to the Company within five (5) days of their arrival at the Buyer’s premises.
12.3. If notice is given the Buyer shall not be entitled to reject the Goods until the Company has been given the opportunity to inspect the Goods and, if required, to remedy the problem or re-perform the Service.
12.4. The Company shall not be liable for any loss of or damage to or resulting from the supply or use of the Goods, or non-performance of Services whether arising from breach of duty in contract or tort (including negligence by the Company, its servants or agents) and in no circumstances shall the Company be liable for any indirect or consequential loss or damage.
12.5. The Company does not write software comprised in the Goods and it is the Buyer’s responsibility to check for the presence of computer viruses before the Goods are used.
12.6. The quantity of any consignment of Goods, as recorded by the Company upon despatch from the Company’s place of business, shall be conclusive evidence of the quantity received by the Buyer on delivery, unless the Buyer can provide conclusive evidence to the contrary.
12.7. Subject to Liability 16 below, any liability of the Company for non-delivery or non performance or for Goods notified as defective on delivery or Services notified as defective following performance in accordance with this Condition 11.1 will be limited to replacing the Goods or re-performing the Services within a reasonable time or to refunding the price then paid in respect of such Goods.
13. Acceptance of the Goods
13.1. The Buyer shall be deemed to have accepted the Goods 5 days after delivery to the Buyer.
13.2. The Buyer shall carry out a thorough inspection of the Goods within 2 days and give notice in writing to the Company after discovering that some or all of the goods do not comply with the Warranty above, the Buyer must return the Goods to the Company at the Buyer’s cost and the Company shall, at its option, repair or replace any Goods that are defective, or refund the price of such defective Goods or in the case of Services; re-perform the service.
13.3. Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods or Services which are not in accordance with the contract.
14. Supply of Services
14.1. The Company shall provide the Services to the Buyer.
14.2. The Company shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
14.3. The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company shall notify the Buyer in any such event.
15. Buyer’s obligations
15.1. The Buyer shall:
15.1.1. Ensure that the terms of the Order are complete and accurate;
15.1.2. Co-operate with the Company in all matters relating to the Services;
15.1.3. Provide the Company, its employees, agents, consultants and subcontractors, with access to the Buyer’s premises as reasonably required by the Company to provide the Services;
15.1.4. Provide the Company with such information and materials as the Company may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
15.1.5. Obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and keep and maintain all materials, equipment, documents and other property of the Company (Company Materials) at the Buyer’s premises in safe custody at its own risk, maintain the Company’s Materials in good condition until returned to the Company, and not dispose of or use the Company’s Materials other than in accordance with the Company’s written instructions or authorisation.
15.1.6. If the Company’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default):
15.1.7. the Company shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays the Company’s performance of any of its obligations;
15.1.8. the Company shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this condition 14.2; and
15.1.9. The Buyer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Buyer Default.
16.1. Subject to any liability of the Company in accordance with condition 11 the Buyer shall indemnify the Company in respect of any claim made by any third party in connection with the Goods or any use to which the goods may be put by the Buyer.
17.1. Separate Conditions of Supply apply to export transactions and are available on request from the Company’s export department. The Buyer is responsible at its own expense for obtaining any
licence and complying with any export regulations in force within the United Kingdom and in the country for which the Goods are destined. The Company reserves the right not to supply certain customers or countries and to require from the Buyer full details of the end use and final destination of the Goods.
18.1. The Buyer will keep confidential all technology, technical data, commercial information, knowhow, specifications, inventions, processes, initiatives and other information which is of a confidential nature and which has been disclosed to the Buyer by the Company or its agents and any other confidential information concerning the Company’s business or its products which the Buyer may obtain as a result of or in connection with the Contract.
18.2. The Buyer will restrict the disclosure of the confidential information to such of its employees, agents or subcontractors as need to know the same and will ensure that such employees, agents or subcontractors are subject to equivalent obligations of confidentiality as bind the Buyer.
19. Intellectual Property Rights
19.1. The Buyer will keep the Company indemnified in full against all liability, loss, damage, injury, claim, action, demand, expense or proceeding in respect of any infringement or alleged infringement of any IPR resulting from any compliance by the Company with the Buyer’s instructions, whether express or implied.
19.2. Nothing in these conditions will be construed as any representation or warranty by the Company that the design, manufacture, use or sale of the Goods is not an infringement of any third party intellectual property rights and the Buyer acknowledges that the Company only transfers such title as the Company has.
20. Health and Safety
20.1. The Company has provided the Buyer with any product and technical information available on the safe use, storage, handling and distribution of the Goods. The Buyer shall be responsible for complying with all statutes, regulations and any codes of practice applicable thereto.
21.1. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
21.1.1. the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing to do so;
21.1.2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
21.1.3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
21.1.4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
21.1.5. The other party (being an individual) is the subject of a bankruptcy petition or order;
21.1.6. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within  days;
21.1.7. An application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
21.1.8. The holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
21.1.9. A person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
21.1.10. Any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in conditions 21.1.2 to condition 21.1.9 (inclusive);
21.1.11. The other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
21.1.12. The other party’s financial position deteriorates to such an extent that in the Company’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;
or 21.1.13. The other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
21.2. Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under this Contract on the due date for payment.
21.3. Without limiting its other rights or remedies, the Company may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Buyer and the Company if the Buyer fails to pay any amount due under this Contract on the due date for payment, the Buyer becomes subject to any of the events listed in conditions 21.1.2 to condition 21.1.9. or the Company reasonably believes that the Buyer is about to become subject to any of them.
21.4. On termination of the Contract for any reason:
21.4.1. the Buyer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Company shall submit an invoice, which shall be payable by the Buyer immediately on receipt;
21.4.2. The Buyer shall return all of the Company Materials and any Deliverables which have not been fully paid for. If the Buyer fails to do so, then the Company may enter the Buyer’s premises and take possession of them. Until they have been returned, the Buyer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
21.4.3. the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
21.4.4. Conditions which expressly or by implication have effect after termination shall continue in full force and effect.
22. Force Majeure
22.1. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.
22.2. The Company shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
22.3. If the Force Majeure Event prevents the Company from providing any of the Services and/or Goods for more than 2 weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.
23. Waiver and Severance
23.1. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
24.1. Neither the Company nor the Buyer shall assign or transfer the contract or the benefits thereof without the prior written consent of the other party.
25.1. Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this condition, and shall be delivered personally or
sent by prepaid first-class post or other next-working day delivery service, or by commercial courier, fax or e-mail.
25.2. The provisions of this condition shall not apply to the service of any proceedings or other documents in any legal action
26. Governing Law
26.1. 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.
26.2. 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 Contract or its subject matter or formation (including non-contractual disputes or claims).
27.1. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
27.2. Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
27.3. This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.
27.4. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by a director of the Company.