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Terms & ConditionsInformation1. DEFINITIONSIn these Conditions of Sale all references to “the Seller” are toYuasa Batteries, all references to “the Buyer” are to the Person,firm or company by whom the order is given to the Seller and allreference to “goods” are to the goods which are the subject ofthe Order.2. ENTIRE AGREEMENTa) All contracts for the sale of goods by the Seller shall bedeemed to incorporate these Conditions which representthe complete agreement of the Seller and Buyer with regardto the goods except as otherwise specifically agreed inwriting by the Seller. These Conditions shall override anyTerms and Conditions stipulated, incorporated or referred toby the Buyer in any order correspondence, negotiations orany other way, unless otherwise agreed in writing under thehand of a Director of Yuasa Batteriesb) Catalogues, price lists, advertisements and other publishedinformation are only indications of the type of productsavailable and shall not form part of the contract of sale or anyother contract with the Buyer nor be considered a collateralwarranty or a representation inducing the same.3. ACCEPTANCENo order whether oral or in writing is binding on the Seller untilaccepted in writing by the Seller unless the Sellers’ quotationspecifies that it is a bid in response to an invitation for bids inwhich event the order or award shall constitute acceptance ofthe bid in accordance with the bid termsb) Accepted orders are not subject to cancellation except upon(i) the writtenapproval of the Seller and(ii) the payment ofa fair and equitable charge to the Seller based upon theactual cost incurred by the Seller in respect of the order tothe date cancellation is received and approved.c) The Seller’s catalogues price lists and quotations do notconstitute offers made by the Seller.4. PRICES/ INVOICINGThe goods will be invoiced at the price agreed or in the absenceof agreement at the price specified in a valid quotation or theSeller’s current price list. The Seller reserves the right by noticegiven at any time before delivery of the goods to vary the price ofthe goods as a result of unforeseen escalation of the price of anyraw materials used in the manufacture of the goods. The Sellermay invoice the Buyer at the earlier of the following dates : thedate the goods are transported or the date the goods are readyfor transport if they are held at the Seller’s premises or carrier byinstructions of the Buyer or for lack of transport instructions fromthe Buyer.5. PAYMENTTime of payment of the purchase price shall be the essence of allcontracts for the sale of goods by the Seller. Unless otherwiseagreed in writing all invoices on credit accounts are due forpayment by the last day of the month following the month inwhich the goods are invoiced. Should the Buyer be in default ofpayment on the due date, the Seller may suspend and/or cancelany outstanding orders in addition to charging the Seller aninterest charge of 2% per month on all overdue unpaid invoices.6. RETENTION OF TITLEThe goods shall remain the property of the Seller as legal andequitable owner and no property in or title to the goods shallpass to the Buyer until their full price has been duly paid to theSeller. Failure to pay the purchase price as aforesaid when due,shall without prejudice to any other remedies the Seller mayhave, entitle the Seller to repossess the goods or so muchthereof as the Seller may determine from any premises wherethey may be or to which they may be attached. For the purposeof repossessing the goods or any part thereof the Buyer herebygrants an irrevocable licence to the Seller, its employees oragents to enter upon such premises where the goods arestored, and the Buyer shall pay to the Seller the cost of removaland transport of the goods or any part thereof.7. DESCRIPTIONS DRAWINGSSPECIFICATIONSAny descriptive and forwarding specifications, drawings andparticulars of weights and dimensions given to the Buyer, andthe descriptions and illustrations contained in the Seller’scatalogues, price lists and other advertising material areapproximate only and intended merely to present a generalguide of the goods described therein and none of these shallform part of the contract.8. DESPATCHTime of despatch shall not be the essence of the contract unlessspecifically agreed in writing by the Seller, in such event clause“Events Beyond the Control of the Seller” shall continue to apply.Any times and/or dates quoted for despatch shall be treated asestimates only and do not involve any contractual obligation.9. DELIVERY/RISKUnless otherwise expressly provided in writing all sales are exworks Ebbw Vale, Wales, and delivery to the Buyer’s premises,carrier or agent shall constitute delivery thereof to the Buyer andthereafter such goods shall be at the Buyer’s risk. Any claim fordelivery discrepancy must be notified in writing to the Sellerwithin 48 hours of the date of delivery on the proof of deliverycertificate. Claims for transit damage must be notified bytelephone or facsimile to the Seller within 24 hours of receipt ofgoods followed by written confirmation within 4 working days.10. PRODUCT PERFORMANCEAny performance figures given by the Seller are based on testresults only. Unless specifically agreed in writing the Selleraccepts no liability if those figures are not attained by the Buyer.The Seller accepts no responsibility for the capacity,performance or length of life of the goods and for the suitabilityfor the Buyer’s purpose. All decisions in respect to suitability ofuse or uses are the responsibility of the Buyer.11. WARRANTYa) The Seller warrants the goods against defects in workmanshipand materials which become apparent within 12 months of thedate of invoice of the goods to the Buyer (hereinafter called thewarranty period).b) The Seller’s obligation under this warranty is limited to repairing orat its option supplying on an exchange basis replacements forany defective goods or part or parts thereof and making goodany defect or defects in the goods which may develop undernormal and proper use within the warranty period or subject tothe prior express written permission of the Seller paying for thecost of repair of any such defect or defects carried out by thirdparties.c) In the event of the Buyer becoming aware of a defect in goodsduring the warranty period the Buyer shall promptly supply theSeller with particulars of such defect, use its best endeavours toprovide all information and particulars necessary to enable theSeller or its agents to verify the notified particulars and toascertain the nature and cause of the defect claimed and shallafford the Seller and/or its agents full and proper access andfacilities therefore and for making good the defect.d) The above warranty shall not apply to any defect in the goodswhere such defect is caused in whole or in part byi) The installation, storage, use, maintenance or repair ofthe goods in a manner reasonably considered by theSeller to be improperii) The Buyer and or any user of the goods or of productsincorporating the goods and/or any third party called in bythe Buyer and/or such user as aforesaid changing oradding to the goods without the express permission inwriting of the Sellere) The Seller shall be under no liability whatsoever for any loss ordamage which results from or is caused by erroneousinformation or lack of information supplied by the Buyer as tothe Buyer’s requirements in relation to the specification oruse of the goods.f) The Seller shall be under no liability whatsoever to repair,replace or make good any loss which results from defects ordepreciation caused by damage in transit in circumstancesoutside the Seller’s control, wear and tear, accidents,neglect, misuse, dampness, abnormal temperature or otherconditions or circumstances beyond the Seller’s control asstipulated in clause “Events Beyond The Control of theSeller”.g) When any defective goods are replaced upon an exchangebasis or defective goods are repaired the provisions of thiswarranty clause shall apply to the replacement or repairedgoods for the unexpired balance of the warranty period orthe period of six months from the date of replacement orrepair whichever is the longer.h) The above warranty provisions do not apply to any goodswhere it is impracticable or unsafe for the Seller to complywith the same.i) All liability under the warranty provisions ceases at theexpiration of the warranty period.EXCLUSIONS(a) Subject as provided in these Conditions of Sale and exceptwhere goods are sold to a person dealing as a consumer(within the meaning of the Unfair Contract Terms Act 1977)the Buyer shall be entitled to the benefit of the warranty onCondition 11 which is given in lieu of and replaces, excludesand extinguishes all and every condition or warrantywhatsoever whether express or implied by statute, commonlaw, trade usage, custom or otherwise to the fullest extentpermitted by law.(b) Where goods are sold under a consumer transaction (asdefined by the Consumer Transactions (Restrictions onStatements) Order 1976) the statutory rights of the Buyer arenot affected by these Conditions.13. EXTENT OF LIABILITYExcept in respect of death or personal injury caused by theSeller’s negligence, or liability for defective products under theConsumer Protection Act 1987, the Seller shall not be liable tothe Buyer by reason of any representation (unless fraudulent), orany implied warranty, condition or other term, or any duty atcommon law, or under the express terms of these Conditions,for loss of profit or for any indirect, special or consequential lossor damage, costs, expenses or other claims for compensationwhatsoever (whether caused by the negligence of the Seller, itsemployees or agents or otherwise) which arise out of or inconnection with the supply of goods (including any delay insupplying or any failure to supply goods in accordance withcontract or all at all) or their use or resale by the Buyer, and theentire liability of the Seller under or in connection with anycontract shall not exceed the price of the goods, except asexpressly provided in these Terms.14. INDEMNITYThe Buyer agrees to indemnify the Seller against any loss,damage, cost claims or expenses incurred by the Seller inrespect of any liability established against the Seller by a thirdparty arising out of or in connection with the contract of sale and/or any goods.15. CHANGE IN BUYERS FINANCIALCIRCUMSTANCESIf the Buyer makes any composition or arrangements withcreditors, or being a company goes into liquidation whethervoluntary or compulsory or being an individual or firm if he or anypartner commits any act of bankruptcy or if a receiver isappointed in respect of any assets of the Buyer or if the Buyerfails duly to pay for any goods of the Seller or if the Sellerconsiders in its absolute discretion that the financialcircumstances of the Buyer do not justify any payment or creditterms or arrangement previously agreed the Seller may at itsoption either require payment in cash before despatch of goodsremaining to be delivered or may cancel further deliveries orwork without prejudice to any other rights or remedies of theSeller and the Buyer shall remain liable for completed andpartially completed deliveries and work to the same extent asrequired under 3(b) of these Conditions in the event ofcancellation.16. HEALTH AND SAFETYa) The Buyer agrees only to use the goods for uses specified inthe Seller’s current sales literature or for other uses which theSeller has specifically notified in writing to the Buyer as beingin the Seller’s opinion free from risk to health and safety.b) The Buyer agrees to pay due regard to any information oradvice relating to the use of goods which the Seller may atany time furnish to it and agrees that before the goods areused it will if requested by the Seller furnish the Seller with awritten undertaking to take any steps which the Seller mayspecify with a view to ensuring that the goods will be safeand without risk to health when used.c) Any written undertaking given pursuant to paragraph (b)above shall be deemed to have effect as if it formed part ofthe contract of sale of goods.17. EVENTS BEYOND THE CONTROL OFTHE SELLERa) The Seller does not accept any liability incurred under thecontract of sale of the goods wherever and to the extent towhich the fulfilment of the Seller’s obligation is preventedfrustrated impeded and/or delayed as a consequence of any“force majeure” and/or any occurrence whatever beyond thecontrol of the Seller such to include without prejudice to thegenerality of the foregoing:i) acts of God, fires, floods or other casualties;ii) wars, riots, civic commotion, embargoes, governmentalregulations or inability to obtain necessary materials fromthe Seller’s usual sources of supply;iii) shortage of transport facilities or delays in transit;iv) existing or future strikes or other labour troublesaffecting the performance hereof whether involving theSeller’s employees or employees of others and regardlessof the responsibility or fault on the part of the employers;v) failure in whole or in part of power supplies.b) The Seller undertakes however to make every reasonableendeavour within its power to overcome difficulties arising inconnection therewith but reserves the right to cancelsuspend or vary its obligations under the contract of sale andin the event of shortages of such goods or of availableresources for their production storage or delivery arising fromany of the events or circumstances referred to in paragraph(a) of this Clause the Seller reserves the right to allocate as itmay think fit its available goods and resources betweencustomers with whom it has contractual obligations inrespect thereof and shall not be obliged to purchase goodsfrom third parties to make good such shortages.18. DELIVERY BY INSTALMENTSEach delivery or part delivery of any order shall be deemed to besold under separate contract. Neither failure on the Seller’s partto make any delivery or part delivery in accordance with theseConditions of Sale, nor any claim by the Buyer in respect of suchdelivery or part delivery shall entitle the Buyer to reject thebalance of the order.19. QUANTITIESOn all orders the Seller shall have the right to deliver and invoicefor a quantity of goods greater or less than the exact quantity toconform to carton quantities.20. ASSIGNMENTThe Buyer shall not assign or otherwise transfer any contract forthe sale of goods by the Seller or any part thereof or any benefitor interest therein or thereunder without the prior written consentof the Seller. Any such attempted assignment or transfer by theBuyer without the written consent of the Seller is void.21. WAIVERThe rights of the Seller shall not be prejudiced or restricted by anindulgence or forbearance extended to the Buyer and no waiveror any breach shall operate as a waiver of any subsequentbreach.22. SEVERABILITYIf any term or condition herein or part thereof is held to be invalidfor any reason by any court or competent authority it is to thatextent to be deemed removed from the contract of sale of goodswithout prejudice to the validity or other effectiveness of theremaining terms and conditions thereof.23. ENGLISH LAWThe formation construction and performance of all contracts forthe sale of goods by the Seller to the Buyer shall be governed inall respects by English Law. The Buyer and the Seller herebyagree to submit to the jurisdiction of the English Courts.24. HEADINGSThe headings of these Conditions do not form part of theConditions and shall not affect the interpretation thereof.25. ORDER CANCELLATIONa) Should an order be cancelled following the dispatch of goodsthen YBSUK have the right to charge for all carriage costsassociated with supply and collection and additionallycharge a 25% cost of invoice fee against the goodsdelivered.b) Prior to dispatch of goods a 15% administration charge willapply.c) Irrevocable orders will be charged at 100% of order value.QAMAPPS May 2009532