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Trade Sales Terms & Conditions

For the supply of a domestic electric vehicle charging unit

1 Definitions

The following definitions apply in these Terms and Conditions:

“LEMAC” means Lothian Electric Machines Limited, a company registered in Scotland whose registered number is SC036737 and whose registered address is Hospital Road, Haddington, East Lothian, EH41 3PD;

“Buyer” means the person who buys Goods from LEMAC;

“End User” means the ultimate consumer of the Goods;

“Goods” means the goods and any related services as described in the Invoice to be supplied to the Buyer from LEMAC. The Goods are described in LEMAC’s sales literature, website and the Invoice. LEMAC reserves the right to amend the specification for the Goods if required by any applicable statutory or regulatory requirement, and LEMAC shall notify the Customer in any such event;

“Invoice” means the invoice or receipt issued by LEMAC to the Buyer with respect to the supply of the Goods;

“Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;

“Trade Marks” means the trade marks owned by LEMAC and registered at the Intellectual Property Office with registration numbers [1234567], [7654321] etc

“User Guide” means any written guide for the operation and maintenance of the Goods issued by LEMAC to the Buyer together with the supply of the Goods.

2. General terms and conditions

2.1. These Terms and Conditions shall apply to the sale of Goods by LEMAC to the Buyer to the exclusion of all other terms and conditions referred to, implied, offered or relied on by the Buyer, by trade, custom, practice or in the course of dealing, whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by LEMAC in writing.

2.2. No LEMAC personnel or any other person is authorised to make any variation of these terms and conditions or give any representations on behalf of LEMAC unless confirmed in writing by LEMAC.

3. Orders

3.1. The Buyer agrees that it shall not and its employees shall not:

3.1.1. Represent itself as an agent of LEMAC for any purpose or purposes, or pledge LEMAC’s credit; or

3.1.2. Give any condition or warranty on LEMAC’s behalf; or

3.1.3. Make any representation on LEMAC’s behalf, or commit LEMAC to any contracts.

3.2. All individuals employed, sub-contracted or otherwise who perform installation or maintenance work for the Goods supplied under these Terms and Conditions must be approved by LEMAC [and where necessary must first complete the installation and maintenance training provided by LEMAC – Query whether LEMAC wishes to incur any obligations to provide training].

4. Price and payment

4.1. The price for the Goods shall be in pounds sterling unless otherwise notified to the Buyer by LEMAC in writing.

4.2. The price is exclusive of any applicable value added tax, which the Buyer shall pay to LEMAC in addition.

4.3. Unless otherwise agreed in writing, the Buyer shall pay the price for the Goods within 2 days of the order being accepted and in any event prior to the delivery of the Goods.

4.4. The Buyer shall not be entitled by any reason of set-off, counter claim, abatement or similar deduction to withhold payment of any amount due to LEMAC.

4.5. After the Buyer has made payment, LEMAC will issue an Invoice to the Buyer including remittance advice showing the amount paid by the Buyer relating to the price, VAT and any other applicable payments under these Terms and Conditions.

4.6. LEMAC shall be entitled to charge interest on any overdue payments from the date when payment becomes due on a daily basis until the date payment is received in full by LEMAC at a rate of 2.00% per annum above the base rate of the Bank of England.

4.7. If payment by the Buyer of any amount due to LEMAC is not made on the due date, LEMAC shall be entitled to terminate the contract with the Buyer.

5. Delivery

5.1. Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by LEMAC. The Buyer shall make all arrangements necessary to take delivery and installation of the Goods.

5.2. The date of delivery specified by LEMAC is an estimate only.

6. Risk and Retention of Title

6.1. Risk of loss and damage to the Goods shall pass to the Buyer when the Goods are delivered to the address specified by the Buyer.

6.2. Title to the Goods, including full legal and beneficial ownership, shall not pass to the Buyer until the Goods have been delivered to the address specified by the Buyer and LEMAC has received cleared payment in full: (i) for such Goods in accordance with these Terms and Conditions; and (ii) of all outstanding amounts (including interest) due from the Buyer to LEMAC under this and all other contracts between LEMAC and the Buyer.

7. Trade Marks

7.1. LEMAC grants to the Buyer a non-exclusive right to use the Trade Marks for the sole purpose of the promotion, advertisement and sale of the Goods to End Users.

7.2. The Buyer acknowledges and agrees that all rights in the Trade Marks shall remain with LEMAC, and that the Buyer has and will acquire no rights in them under this agreement, except for the right to use the Trade Marks as expressly provided in this agreement.

7.3. The Buyer shall comply with all rules for the use of the Trade Marks issued by LEMAC and shall not, without the prior written consent of LEMAC, alter or make any addition to the labelling or packaging of the Goods displaying the Trade Marks. The Buyer shall not alter, deface or remove any reference to the Trade Marks, any reference to LEMAC or any other name displayed on the Goods or their packaging or labelling.

7.4. The Buyer shall not do, or omit to do, anything in its use of the Trade Marks that could adversely affect their validity or reputation. The Buyer shall not obtain or try to obtain or register for itself anywhere in the world any trade marks or trade names or domain names the same as or similar to the Trade Marks. The Buyer shall not use the Trade Marks as part of the name under which Buyer conducts its business, or any connected business, or under which it sells or services any products (except the Goods).

8. Warranty

8.1. Subject to clause 8.3, the Goods shall be covered by a 36 months repair or replacement warranty (at LEMAC’s discretion) with respect to faulty parts arising from any act or omission of LEMAC. This warranty period commences on the date of delivery of the Goods.

8.2. The Buyer undertakes to promptly notify LEMAC by calling LEMAC’s dedicated customer service call centre of any fault in the Goods and in any event within 7 days of becoming aware of such fault.

8.3. LEMAC’s warranty does not apply in the event of a fault or damage arising from any of the following causes:

8.3.1. Maintenance performed by any person other than the Buyer, LEMAC or an authorised representative of LEMAC;

8.3.2. Installation of the Goods not carried out by the Buyer;

8.3.3. Damage caused by theft or vandalism or any other third-party act;

8.3.4. Misuse or use of any kind of the Goods by the End User that is not in accordance with the User Guide or any other oral or written instructions issued by LEMAC regarding the storage, installation, commissioning, use or maintenance of the Goods;

8.3.5. The use of any connected equipment (such as a charging cable) that is not supplied to the Buyer or End User by LEMAC;

8.3.6. Unauthorised opening of the Goods by the End User;

8.3.7. Natural disasters: earthquakes, lightning, wind or water damage, and problems caused by fire or similar events;

8.3.8. Unsuitable storage conditions;

8.3.9. Modifications, additions or any other interference with the Goods by the End User, or any other party, or the electric vehicle, including software modifications, without the prior written consent from LEMAC; or

8.3.10. Normal ageing and wear-and-tear of the Goods (i.e. discoloration, normal corrosion).

8.4. Faulty Goods being repaired or replaced under LEMAC’s warranty may need to be removed and returned to LEMAC’s premises at LEMAC’s sole discretion. If the fault is found to have arisen due to any reason for which LEMAC’s warranty does not apply, the costs of the removal, repair, replacement, transportation, delivery, reinstallation, diagnostics, call-out fees and any other costs will be the responsibility of the Buyer. LEMAC reserves the right to suspend the performance of any repair or replacement of the Goods in accordance with LEMAC’s warranty at any time until the Buyer has paid in full for such repair, replacement and/or associated costs for which the Buyer may be responsible.

8.5. Repair, modification or replacement of parts during the warranty period will not extend the original warranty period of the Goods.

8.6. Where the Goods have been manufactured and supplied to LEMAC by a third party, any warranty granted to LEMAC in respect of the Goods shall be passed on to the Buyer.

8.7. LEMAC shall be entitled in its absolute discretion to refund the price of the faulty Goods if such price has already been paid in whole or in part.

8.8. Upon receipt of any Goods returned under LEMAC’s warranty, LEMAC will examine and attempt to remedy any defects identified at its own expense and by whatever means LEMAC deems appropriate. Under this warranty, LEMAC reserves the right to supply new or reconditioned equipment to the Buyer, or by way of repairing the product in LEMAC’s workshops and/or at the point of installation.

8.9. Any part or component in the Goods replaced under LEMAC’s warranty will become the property of LEMAC.

8.10. LEMAC shall supply any spare parts requested by the Buyer that are required to enable the Buyer to fulfil is repair and service obligations under the End User’s warranty. For the avoidance of doubt, LEMAC shall not be obligated to provide the Buyer with spare parts except in relation to Goods under warranty.

8.11. LEMAC may, at its discretion, contact the End User directly to discuss any warranty claims.

8.12. Except as provided in this clause 8, LEMAC shall have no liability to the Buyer in respect of the failure of the Goods to comply with these Terms and Conditions.

9. Cancellation

9.1. In the event of a cancellation of an order the Buyer shall reimburse LEMAC for all reasonable costs incurred by LEMAC in the performance of these Terms and Conditions.

9.2. If the Buyer wishes to return the Goods for a refund:

9.2.1. the Buyer must notify LEMAC within 14 days of the date the Goods were delivered to the Buyer;

9.2.2. the Goods must be in unused pristine condition and come complete with the original undamaged packaging; and

9.2.3. the cost to return the Goods must be covered and organised by the Buyer.

9.3. Upon receipt of the Goods LEMAC will refund the Buyer the full price less a 30% restocking charge.

10. Smart Connectivity

10.1 LEMAC’s electric vehicle charging units contain proprietary software that enables remote control of the timing and rate of charge being delivered by the unit to the End User’s vehicle battery (“Smart Connectivity”). For more information in relation to Smart Connectivity and our chosen grid services partner, please see the relevant pages on our website and app.

11. Liability

11.1. All implied terms, conditions, representations or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made by LEMAC or not) are, to fullest extent permitted by law, hereby excluded from the sale of the Goods to the Buyer under these Terms and Conditions.

11.2. The Buyer shall indemnify LEMAC and/or any of LEMAC’s contractors, servants, employees and agents against any claim, loss or damage (including indirect and consequential losses), injury, fine or penalty suffered as a result of any act, omission or breach of these Terms & Conditions including the use of the Goods that is not in accordance with the User Guide or any interference, opening up, tampering, modification of or with the Goods, in each case, by the Buyer or persons for whom the Buyer is responsible.

11.3. Nothing in the Terms and Conditions limits any liability of either party which cannot legally be limited, including but not limited to liability for:

11.3.1.Death or personal injury caused by negligence;

11.3.2.Fraud or fraudulent misrepresentation; and

11.3.3. Breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

11.4. Subject to clause 11.3, LEMAC’s total liability to the Buyer shall not exceed the price paid for the Goods. LEMAC’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the sale of the Goods.

11.5. To the extent permitted by applicable law and save as provided by clauses 11.1 and 11.3, neither party shall be liable to the other with respect to the following types of loss:

11.5.1.Loss of profits;

11.5.2.Loss of sales or business;

11.5.3.Loss of agreements or contracts;

11.5.4.Loss of anticipated savings;

11.5.5.Loss of use or corruption of software, data or information;

11.5.6.Loss of or damage to goodwill; or

11.5.7.Indirect or consequential loss.

12. Intellectual property rights

12.1. All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of LEMAC, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest and remain vested in LEMAC by the execution of appropriate instruments or the making of agreements with third parties.

13. Force Majeure

13.1. LEMAC 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, epidemic or pandemic, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and LEMAC shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as LEMAC considers unreasonable, it may, without liability on its part, terminate the contract with the Buyer.

14. Relationship of parties

14.1. Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

15. Assignment and sub-contracting

15.1. The contract between the Buyer and LEMAC for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted by the Buyer without the prior written consent of LEMAC.

16. Waiver

16.1. The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

17. Severability

17.1. 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.

18. Personal information and usage data

18.1. The personal information of the Buyer and End User will be safeguarded and processed in accordance with the requirements of the Data Protection Act 2018 as set out in our Customer Privacy Notice which can be found on our website.

18.2. Where the Buyer installs the Goods under the OZEV EVHS or WCS grant the Buyer agrees to obtain the express written acknowledgement from the End User that OZEV, as well as other government departments, public bodies, utilities, licensed energy suppliers and LEMAC may utilise the End User’s electric usage data from the Goods (in an anonymised form) to inform future strategy and policy development.

19. Anti-corruption, anti-money laundering and ethical compliance

19.1. The Buyer agrees and undertakes that, in connection with these Terms and Conditions and any transactions under them, it will comply with all applicable anti-money laundering and anti-corruption laws, rules and regulations, decrees and/or official government orders of the United Kingdom, the United States of America, and of any country where the Goods will be transported or distributed to or from in connection with these Terms and Conditions and any transaction under them.

19.2. The Buyer warrants and undertakes that, in connection with these Terms and Conditions and any transactions under them neither the Buyer nor any other person acting on its behalf, has made, offered, promised to make or authorized, or will make, offer, promise to make or authorize, any payment or other transfer of anything of value, directly or indirectly to:

19.2.1. Any government official;

19.2.2.Any director, officer, or employee of LEMAC or any of its affiliates;

19.2.3.Any political party, official of a political party, or candidate for public office;

19.2.4.An agent or intermediary for payment to any of the foregoing; or

19.2.5.Any other person or entity.

In each case, for the purpose of obtaining or influencing official actions or decisions or securing any improper advantage in order to obtain or retain business, if such payment or transfer would violate or be inconsistent with the principles of any applicable anti-corruption legislation, including but not limited to the anti-corruption laws of the United Kingdom, the United States of America or of any country where goods will be transported or distributed to or from in connection with these Terms and Conditions.

19.3. For the purposes of this clause, the term “government official” shall include any minister, deputy minister, manager, civil servant, director, officer, or employee of any government or any department, agency or instrumentality of any government, and/or of any public sector company or an enterprise in which a government owns a majority or controlling interest, and/or of any public international organization. This term also includes any police or military personnel and any person acting in any official, administrative or judicial capacity for or on behalf of any such government or such department, agency, instrumentality, company or public international organization.

20. Governing law

20.1. These Terms and Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England.

21. Jurisdiction

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

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