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Applicable to Business to Consumer sales & websales. For Business to Business Terms and Conditions please see further down page, below privacy statement.
1.1 "Buyer" means the individual or organisation who buys or agrees to buy the Goods from the Seller;
1.2 "Consumer" shall have the meaning ascribed in section 12 of the Unfair Contract Terms Act 1977;
1.3 "Contract" means the contract between the Seller and the Buyer for the sale and purchase of Goods incorporating these Terms and Conditions;
1.4 "Goods" means the articles that the Buyer agrees to buy from the Seller;
1.5 "Seller" means Blue Box Batteries Limited of Forum 3, Solent Business Park, Whiteley, Fareham, Hampshire PO15 7FH that owns and operates www.blueboxbatteries.co.uk;
1.6 "Terms and Conditions" means the terms and conditions of sale set out in this agreement and any special terms and conditions agreed in writing by the Seller;
1.7 "Website" means www.blueboxbatteries.co.uk.
2.1 Nothing in these Terms and Conditions shall affect the Buyer’s statutory rights as a Consumer.
2.2 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer and shall prevail over any other documentation or communication from the Buyer.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Terms and Conditions.
2.4 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
2.5 Any complaints should be addressed to the Seller's address stated in clause 1.5.
3.1 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Terms and Conditions and are subject to acceptance by the Seller. The Seller may choose not to accept an order for any reason.
3.2 Where the Goods ordered by the Buyer are not available from stock the Buyer shall be notified and given the option to either wait until the Goods are available from stock or cancel the order and receive a full refund within 28 days.
3.3 When making an order through the Website, the technical steps the Buyer needs to take to complete the order process are described in the order process section (checkout).
4 PRICE AND PAYMENT
4.1 The price of the Goods shall be that stipulated on the Website. The price is inclusive of VAT. The price excludes delivery charges. Delivery charges are advised within the final order process section.
4.2 The total purchase price, including VAT and delivery charges, if any, will be displayed in the Buyer’s shopping cart prior to confirming the order.
4.3 After the order is received the Seller shall confirm by email the details, description and price for the Goods together with information on the right to cancel if the Buyer is a Consumer.
4.4 Payment of the price plus VAT and delivery charges must be made in full before dispatch of the Goods.
4.5 In the case of other sales, payment of the price plus VAT and delivery charges shall be due within 30 days of the date of receipt of the invoice supplied by the Seller.
4.6 The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 6.25% per annum above the base rate of the Bank of England from time to time in force.
5 RIGHTS OF SELLER
5.1 The Seller reserves the right to periodically update prices on the Website, which cannot be guaranteed for any period of time. The Seller shall make every effort to ensure prices are correct at the point at which the Buyer places an order.
5.2 The Seller reserves the right to withdraw any Goods from the Website at any time.
5.3 The Seller shall not be liable to anyone for withdrawing any Goods from the Website or for refusing to process an order.
6 AGE OF CONSENT
6.1 Where Goods may only be purchased by persons of a certain age the Buyer will be asked when placing an order to declare that they are of the appropriate legal age to purchase the Goods.
6.2 If the Seller discovers that the Buyer is not legally entitled to order certain Goods, the Seller shall be entitled to cancel the order immediately, without notice.
7.1 Goods supplied within the UK will normally be delivered within 5 working days of acceptance of order.
7.2 Goods supplied outside the UK will normally be delivered within 14 working days of acceptance of order.
7.3 Where a specific delivery date has been agreed, and where this delivery date cannot be met, the Buyer will be notified and given the opportunity to agree a new delivery date or receive a full refund.
7.4 The Seller shall use its reasonable endeavours to meet any date agreed for delivery. In any event time of delivery shall not be of the essence and the Seller shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any third party arising directly or indirectly out of any failure to meet any estimated delivery date.
7.5 Delivery of the Goods shall be made to the Buyer’s address specified in the order and the Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
7.6 Risk in the Goods shall pass to the Buyer upon delivery of the Goods, or where the Buyer fails to take delivery at the agreed time, at the time delivery was attempted.
7.7 Title in the Goods shall not pass to the Buyer until payment of the price has been made in full.
8 CANCELLATION AND RETURN
8.1 The Buyer may cancel the order for any reason up to the point of dispatch and any payments made by the Buyer shall be refunded in full within 28 days.
8.2 The Buyer shall inspect the Goods immediately upon receipt and shall notify the Seller by email or telephone contact within 7 days if the Goods are damaged or do not comply with any of the Contract. If the Buyer fails to do so the Buyer shall be deemed to have accepted the Goods.
8.3 Where a claim of defect or damage is made, the Goods shall be returned by the Buyer to the Seller within 28 days of delivery. The Buyer shall be entitled to a replacement or a full refund (including delivery costs) plus any return postal charges if the Goods are in fact defective.
8.4 If you are a consumer you have the right, in addition to your other rights, to cancel the Contract and receive a refund by informing the Seller by email or telephone contact within 7 working days of receipt of the Goods. The right to cancel does not apply to contracts for the supply of software, audio or visual recordings if these have been unsealed by the Consumer.
8.5 Goods must be returned by the Buyer at the Buyer’s expense within 28 days of cancellation in the original packaging and should be adequately insured during the return journey. The Buyer will receive a refund of all monies paid for the Goods (including delivery charges, if any) except for return postal charges. If the Buyer fails to return the Goods following cancellation, the Seller shall be entitled to deduct the cost of recovering the Goods from the Buyer.
8.6 Goods to be returned must clearly show the order number obtained from the Seller on the package.
8.7 Where returned Goods are found to be damaged due to the Buyer’s fault the Buyer will be liable for the cost of remedying such damage.
9 LIMITATION OF LIABILITY
9.1 Except as may be implied by law where the Buyer is dealing as a Consumer, in the event of any breach of these Terms and Conditions by the Seller the remedies of the Buyer shall be limited to damages which shall in no circumstances exceed the price of the Goods and the Seller shall under no circumstances be liable for any indirect, incidental or consequential loss or damage whatever.
9.2 Nothing in these Terms and Conditions shall exclude or limit the liability of the Seller for death or personal injury resulting from the negligence of the Seller or that of the Seller’s agents or employees.
No waiver by the Seller (whether express or implied) in enforcing any of its rights under this contract shall prejudice its rights to do so in the future.
11 FORCE MAJEURE
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to, acts of God, strikes, lock outs, accidents, war, fire, failure of any communications, telecommunications or computer system, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.
13 CHANGES TO TERMS AND CONDITIONS
The Seller shall be entitled to alter these Terms and Conditions at any time but this right shall not affect the existing Terms and Conditions accepted by the Buyer upon making a purchase.
14 GOVERNING LAW AND JURISDICTION
These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
Blue Box Batteries Limited complies to the requirements of the UK data protection laws and under normal circumstances we will not disclose to third parties any personal details provided to us without the user’s consent, exceptions would be, for example, illegal activity.
Blue Box Batteries Limited reserves the right to store and use user’s personal data solely to process and fulfill their order.
Blue Box Batteries Limited will not sell or exchange any personal information with any third party, beyond that required for credit/debit card validation during purchase.
STANDARD TERMS AND CONDITIONS FOR SALE OF GOODS
Blue Box Batteries Limited
Applicable to Business to Business sales.
1 Definitions and interpretation
1.1 In these Conditions the following definitions apply:
"Business Day" means a day other than a Saturday, Sunday or bank or public holiday;
"Conditions" means the Supplier’s terms and conditions of sale set out in this document;
"Confidential Information" means any commercial, financial or technical information, information relating to the Deliverables, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by the Customer in performing its obligations under, or otherwise pursuant to the Contract;
"Contract" means the agreement between the Supplier and the Customer for the sale and purchase of the Deliverables incorporating these Conditions and the Order;
"Control" has the meaning given to it in section 1124 of the Corporation Tax Act 2010;
"Customer" means the person who purchases the Deliverables from the Supplier and whose details are set out in the Order;
"Deliverables" means the Goods or Services or both as the case may be;
"Force Majeure" means an event or sequence of events beyond any party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Contract; strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving the Supplier's or its suppliers’ workforce, the non-performance by suppliers or subcontractors of the Supplier, but excluding the Customer's inability to pay or circumstances resulting in the Customer's inability to pay;
"Goods" means the goods and other physical material set out in the Order or understood by the parties to be included in the Goods and to be supplied by the Supplier to the Customer;
Rights" means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case:
(a) whether registered or not (b) including any applications to protect or register such rights (c) including all renewals and extensions of such rights or applications (d) whether vested, contingent or future (e) to which the relevant party is or may be entitled, and (f) in whichever part of the world existing;
"Location" means the address(es) for delivery of the Goods and performance of the Services as set out in the Order;
"Order" means the Customer's order for the Deliverables in substantially the same form as set out in the Schedule overleaf;
"Price" has the meaning given in clause 3.1;
"Services" means the services set out in the Order and to be supplied by the Supplier to the Customer;
"Specification" means the description or specification of the Deliverables set out or referred to in the Order;
"Supplier" means Blue Box Batteries Limited a company registered in England and Wales with company number 06868415 whose registered office is at Forum 3, Solent Business Park, Whiteley, Fareham, Hampshire PO15 7FH;
"Supplier Personnel" all employees, officers, staff, other workers, agents and consultants of the Supplier, its Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time; and
"VAT" means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Deliverables.
1.2 In these Conditions, unless the context otherwise requires:
1.2.1 a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
1.2.2 any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;
1.2.3 a reference to a ‘party’ means either the Supplier or the Customer and includes that party’s personal representatives, successors and permitted assigns;
1.2.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.2.5 a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.6 a reference to a gender includes each other gender;
1.2.7 words in the singular include the plural and vice versa;
1.2.8 any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; and
1.2.9 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form.
2 Application of these Conditions
2.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.
2.3 No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Customer.
2.4 Each Order by the Customer to the Supplier shall be an offer to purchase the Deliverables subject to these Conditions.
2.5 An Order may be withdrawn or amended by the Customer at any time before acceptance by the Supplier. An Order shall lapse unless accepted by the Supplier before the expiry of 14 days after the date of the Order. If the Supplier is unable to accept an Order, it shall notify the Customer promptly.
2.6 The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Deliverables shall arise, until the earlier of:
2.6.1 the Supplier’s written acceptance of the Order; or
2.6.2 the Supplier delivering or performing the Deliverables or notifying the Customer that they are ready to be delivered or performed (as the case may be).
2.7 Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
2.8 The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Deliverables and are incapable of being accepted by the Customer.
2.9 Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract.
3.1 The price for the Deliverables shall be as set out in the Order or, in default of such provision, shall be calculated in accordance with the Supplier's list of charges in force from time to time (the "Price").
3.2 The Prices are exclusive of:
3.2.1 packaging, delivery, insurance, or describe relevant elements of the services which are not included in the standard price which shall be charged in addition at the Supplier’s standard rates, and
3.3 The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.
3.4 The Supplier may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Deliverables which exceeds 4% and which is due to any factor beyond the control of the Supplier.
4.1 For new customers and those who do not have an agreed credit account with the Supplier the Supplier shall invoice the Customer for the Deliverables at the time the Supplier accepts the Order for the Deliverables or anytime thereafter.
4.2 For those customers who have an agreed credit account with the Supplier the Supplier shall invoice the Customer for the Deliverables at any time after delivery of the Goods or performance (as the case may be) of the Services.
4.3 The Customer shall pay all invoices:
4.3.1 in full without deduction or set-off, in cleared funds within 30 days of the date of each invoice; and
4.3.2 to the bank account nominated by the Supplier.
4.4 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
4.4.1 the Supplier may, without limiting its other rights, charge interest on such sums at 2.5% a year above the base rate of the Bank of England from time to time in force, and
4.4.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
5 Credit limit
5.1 The Supplier may set and vary credit limits for credit account customers from time to time and withhold all further supplies if the Customer exceeds such credit limit.
6 Delivery and performance
6.1 The Goods shall be delivered to the Location directly by the manufacturer of the Goods on the date agreed between the Supplier and Customer. The Goods shall be deemed delivered by the Supplier only on arrival of the Goods at the Location.
6.2 The Services shall be performed by the Supplier or a representative of the Supplier at the Location on the date agreed between the Supplier and Customer. The Services shall be deemed completed by the Supplier on completion of the performance of the Services at the Location.
6.3 The Supplier may deliver or perform the Deliverables in instalments. Any delay in performance or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.4 Time is not of the essence in relation to the performance or delivery of the Deliverables. The Supplier shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are approximate only.
6.5 The Supplier shall not be liable for any delay in or failure of performance caused by:
6.5.1 the Customer's failure to: (i) make the Location available, (ii) prepare the Location in accordance with the Supplier's instructions or as required for the Deliverables or (iii) provide the Supplier with adequate instructions for performance or delivery or otherwise relating to the Deliverables;
6.5.2 Force Majeure.
Risk in the Goods shall pass to the Customer on delivery.
8.1 Title to the Goods shall pass to the Customer once the Supplier has received payment in full and cleared funds for the Goods.
8.2 Until title to the Goods has passed to the Customer, the Customer shall:
8.2.1 hold the Goods as bailee for the Supplier;
8.2.2 store the Goods separately from all other material in the Customer's possession;
8.2.3 take all reasonable care of the Goods and keep them in the condition in which they were delivered;
8.2.4 insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting the Supplier's interest on the policy;
8.2.5 ensure that the Goods are clearly identifiable as belonging to the Supplier;
8.2.6 not remove or alter any mark on or packaging of the Goods;
8.2.7 inform the Supplier immediately if it becomes subject to any of the events or circumstances set out in clauses 14.1.1 to 14.1.4 or 14.2.1 to 14.2.11; and
8.2.8 on reasonable notice permit the Supplier to inspect the Goods during the Customer’s normal business hours and provide the Supplier with such information concerning the Goods as the Supplier may request from time to time.
8.3 Notwithstanding clause 8.2, the Customer may use or resell the Goods in the ordinary course of its business until such time as it becomes aware or ought reasonably to have become aware that an event specified in clauses14.1.1 to 14.1.4 or 14.2.1 to 14.2.11 has occurred or is likely to occur.
8.4 If the Customer resells the Goods in accordance with clause 8.3, title to the Goods shall pass to the Customer immediately prior to the resale.
8.5 If, at any time before title to the Goods has passed to the Customer, the Customer informs the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 14.1.1 to 14.1.4 or 14.2.1 to 14.2.11, the Supplier may:
8.5.1 require the Customer at the Customer's expense to re-deliver the Goods to the Supplier; and
8.5.2 if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.
9.1 The Customer warrants that it has provided the Supplier with all relevant, full and accurate information as to the Customer’s business and needs.
9.2 The Customer acknowledges that as the Goods are manufactured by a third party. Any warranty granted to the Supplier in respect of such Goods shall be passed to the Customer. The third party warranty will however be at the discretion of the third party supplier.
9.3 The Supplier gives no warranty and makes no representations in relation to the Deliverables and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982 and ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.
10 Indemnity and insurance
10.1 The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.
10.2 The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under the Contract. On request, the Customer shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable.
11 Limitation of liability
11.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.
11.2 Subject to clauses 11.5 and 11.6, the Supplier’s total liability shall not exceed 100% of the price paid by the Customer for the Deliverable.
11.3 Subject to clauses 11.5 and 11.6, the Supplier shall not be liable for consequential, indirect or special losses.
11.4 Subject to clauses 11.5 and 11.6, the Supplier shall not be liable for any of the following (whether direct or indirect):
11.4.1 loss of profit; 11.4.2 loss or corruption of data; 11.4.3 loss of use; 11.4.4 loss of production; 11.4.5 loss of contract; 11.4.6 loss of opportunity; 11.4.7 loss of savings, discount or rebate (whether actual or anticipated); 11.4.8 harm to reputation or loss of goodwill.
11.5 The limitations of liability set out in clauses 11.2 to 11.4 shall not apply in respect of any indemnities given by either party under the Contract.
11.6 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
11.6.1 death or personal injury caused by negligence; 11.6.2 fraud or fraudulent misrepresentation; or 11.6.3 any other losses which cannot be excluded or limited by applicable law.
12 Confidentiality and announcements
12.1 The Customer shall keep confidential all Confidential Information of the Supplier and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
12.1.1 any information which was in the public domain at the date of the Contract;
12.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
12.1.3 any information which is independently developed by the Customer without using information supplied by the Supplier; or
12.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
12.2 This clause shall remain in force for a period of 5 years from the date of the Contract and, if longer, 3 years after termination of the Contract.
12.3 The Customer shall not disclose to any third party details of any quotations or pricing provided by the Supplier to the Customer.
12.4 The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.
13 Force Majeure
13.1 A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
13.1.1 promptly notifies the other of the Force Majeure event and its expected duration; and
13.1.2 uses best endeavours to minimise the effects of that event. 13.2 If, due to Force Majeure, a party:
13.2.1 is or shall be unable to perform a material obligation; or
13.2.2 is delayed in or prevented from performing its obligations for a continuous period exceeding 14 days or a total of more than 30 days in any consecutive period of 60 days,
the other party may, within 30 days, terminate the Contract on immediate notice the parties shall, within 30 days, renegotiate the Contract to achieve, as nearly as possible, the original commercial intent.
14.1 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if:
14.1.1 the Customer commits a material breach of the Contract and such breach is not remediable;
14.1.2 the Customer commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;
14.1.3 the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after the Supplier has given notification that the payment is overdue; or
14.1.4 any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
14.2 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
14.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
14.2.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;
14.2.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
14.2.4 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income; 14.2.5 has a resolution passed for its winding up;
14.2.6 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
14.2.7 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 7 days of that procedure being commenced;
14.2.8 has a freezing order made against it;
14.2.9 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items;
14.2.10 is subject to any events or circumstances analogous to those in clauses 14.2.1 to 14.2.9 in any jurisdiction;
14.2.11 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 14.2.1 to 14.2.10 including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
14.3 The Supplier may terminate the Contract at any time by giving not less than 4 weeks’ notice in writing to the Customer if the Customer undergoes a change of Control or if it is realistically anticipated that it shall undergo a change of Control within 2 months. 14.4 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 14, it shall immediately notify the Supplier in writing.
14.5 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.
15 Dispute resolution
15.1 Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 15.
15.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
15.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:
15.3.1 Within 7 days of service of the notice, the contract managers of the parties shall meet to discuss the dispute and attempt to resolve it.
15.3.2 If the dispute has not been resolved within 7 days of the first meeting of the contract managers, then the matter shall be referred to the chief executives (or persons of equivalent seniority). The chief executives (or equivalent) shall meet within 7 days to discuss the dispute and attempt to resolve it.
15.4 The specific format for the resolution of the dispute under clause 15.3.1 and, if necessary, clause 15.3.2 shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position.
15.5 If the dispute has not been resolved within 14 days of the first meeting of the chief executives (or equivalent) under clause 15.3.2 then the matter may be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.
15.6 Until the parties have completed the steps referred to in clauses 15.3 and 15.5, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.
16.1 Any notice given by a party under these Conditions shall:
16.1.1 be in writing and in English; 16.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and 16.1.3 be sent to the relevant party at the address set out in the Contract 16.2 Notices may be given, and are deemed received: 16.2.1 by hand: on receipt of a signature at the time of delivery; 16.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting; 16.2.3 by Royal Mail International Tracked & Signed or Royal Mail International Signed post: at 9.00 am on the fourth Business Day after posting; and 16.2.4 by fax: on receipt of a transmission report from the correct number confirming uninterrupted and error-free transmission; and 16.2.5 by email: on receipt of a delivery receipt email from the correct address. 16.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 16.1 and shall be effective: 16.3.1 on the date specified in the notice as being the date of such change; or 16.3.2 if no date is so specified, 5 Business Days after the notice is deemed to be received. 16.4 All references to time are to the local time at the place of deemed receipt. 16.5 This clause does not apply to notices given in legal proceedings or arbitration.
17 Cumulative remedies
The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.
Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to the Customer’s obligations only. 19 Further assurance
The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.
20 Entire agreement
20.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
20.2 Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
20.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.
No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, the Supplier.
22.1 The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent, such consent not to be unreasonably withheld or delayed.
22.2 Notwithstanding clause 22.1, the Customer may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives the Supplier prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Customer acknowledges and agrees that any act or omission of its Affiliate in relation to the Customer’s rights or obligations under the Contract shall be deemed to be an act or omission of the Customer itself.
23 Set off
23.1 The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which the Supplier has with the Customer.
23.2 The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
24 No partnership or agency
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf.
25 Equitable relief
The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
26.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
26.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
27.1 No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
27.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.
27.3 A waiver of any term, provision, condition or breach of the Contract by the Supplier shall only be effective if given in writing and signed by the Supplier, and then only in the instance and for the purpose for which it is given.
28 Compliance with law
The Customer shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
29 Conflicts within contract
If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail.
30 Costs and expenses
The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).
31 Third party rights
31.1 Except as expressly provided for in clause 31.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
31.2 Any Affiliate of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.
32 Governing law
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably 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, the Contract, its subject matter or formation (including non-contractual disputes or claims).
You can now recycle your old electricals with us. If you’re buying a new electrical item, we will recycle your old one for free
Unwanted electrical equipment is the UKs fastest growing type of waste.
Many electrical items can be repaired or recycled, saving natural resources and the environment. If you do not recycle, electrical equipment will end up in landfill where hazardous substances will leak out and cause soil and water contamination – harming wildlife and also human health.
We can help
We are pleased to offer our customers the chance to recycle their old electrical items To do so please send your items to the following address, clearly marked ‘recycle’ –
Blue Box Batteries Ltd Unit 1D, Deer Park Farm Knowle Lane Horton Heath Eastleigh Hampshire SO50 7DZ
Please be aware that we can only offer this service to replace like for like goods purchased from Blue Box Batteries Ltd, for details on how to dispose of other items and to locate your local recycling centre please go to www.recyclenow.com for more information on WEEE recycling.
Wheelie bin symbol To remind you that old electrical equipment can be recycled, it is now marked with a crossed-out wheeled bin symbol. Please do not throw any electrical equipment (including those marked with this symbol) your bin.
If you have any questions about this scheme, please phone us on 02381 789197 or email ‘ firstname.lastname@example.org ‘.
What is WEEE? The Waste Electrical or Electronic Equipment (WEEE) Directive requires countries to maximise separate collection and environmentally friendly processing of these items. In the UK, distributors (including retailers) must provide a system which allows all customers buying new electrical equipment the opportunity to recycle their old items free of charge. Those establishing their own take-back scheme must as a minimum offer all customers buying new electrical equipment free take back of their old electricals on a like-for-like basis.