TERMS AND CONDITIONS OF SALE

1. APPLICATION
1.1 These terms and conditions will apply to the purchase of the goods by you (the Customer or you). We are Avocet Battery Materials Limited registered in under number 12860059, whose registered address is at Unit B3 Manor Point, Holmes Chapel, Crewe, CW4 8GL (the Supplier or us, we or ABM ).
1.2 These are the terms on which we sell all goods to you and by ordering, you agree to be bound by the terms and conditions contained within this document.
1.3 These conditions shall form the basis of the Contract. No variations to these terms will be valid unless provided in writing in the Quotation and signed by a director.
1.4 In the event of contention between these conditions and any variations contained in the Quotation, the conditions in the latest shall prevail.

2. DEFINITIONS
2.1 Confidential information means any information that relates to the Company or its operations, which is not already in the public domain.
2.2 Contract means the legal-binding agreement between the Customer and us for the sale and purchase of the Products.
2.3 Delivery Location means the Customer’s premises or other location where the Products are to be supplied, as set in the Purchase Order.
2.4 Purchase Order means the Customer’s order for the products from us as set out.
2.5 Quotation means the document defining the price, extent of the supply and timescale for provision of the goods and/or services from us.
2.6 Products means any goods that we supply to you, on the quantity and description set in the Order.
2.7 Tolerance means an acceptable dimension or variation from the precise product in weight, strength, dimensions, the mix of a material or any other aspects that involves the product.

3. ACCEPTANCE OF ORDERS
3.1 No order shall be deemed to have been accepted unless confirmed by an Order Confirmation issued by us.
3.2 When an Order has been made, we can reject it for any reason, although we will try to tell you the reason without delay.
3.3 Any quotation is valid for a maximum period of 5 days from its date unless we expressly withdraw it at an earlier time or state differently.
3.4 No variation of the Contract, whether about specifications, price or any other details related, can be made after the Confirmation Order has been issued, unless the variation is agreed by both parties in writing.

4. PRICE AND PAYMENT
4.1 Prices are shown in the Quotation and are exclusive of VAT, where applicable, which will be levied when invoicing if appropriate.
4.2 When the Customer is resident outside the UK and the EU, they shall indemnity us against any local taxes, withholding taxes, or levies, and shall remit the full amount of any invoice from us.
4.3 The bank details, payment method and currency will be illustrated in the invoice.
4.4 Payment terms are 100% pro-forma for the delivery of Products outside the UK, unless stated otherwise.
4.5 Delayed payments up to 60 days from the date of the invoice will attract an additional charge of 1% of the total invoice value, adding another 1% every 30 days of delay.
4.6 The imposition of clause 4.5 will not stop us from pursuing immediate payment of the outstanding invoice.

5. QUANTITY AND DELIVERY
5.1 Minimum ordering quantity is dependent upon stock position, gauge ordered and many other variables and is therefore only available upon application. We can deliver over and under shipment amounts and the Customer shall not be entitled to object or reject the products or any portion of them and shall pay for such goods at the price set with a pro rata adjustment. The quantities could vary up to 25%.
5.2 Any delivery time referred to in any Quotation or acceptance by us, shall be deemed to commence from the date of issue of the Order Confirmation.
5.3 We undertake to use all reasonable endeavors to complete delivery of the Products by the estimated delivery date, however, does not guarantee to do so. Delivery date is not the essence of the Contract and delays will not entitle the Customer to cancel the order nor to claim for loss of trade, profits, or damages against the Supplier.
5.4 Should the delivery be delayed by any cause beyond our reasonable control or force majeure even, a reasonable extension of time for delivery shall be granted by the Customer.
5.5 If the Customer or their nominated, fail, through no fault of ours, to take delivery of the Products at the Delivery Location, we may charge the reasonable costs of storing and redelivering them.
5.6 The Products will become your responsibility as per Incoterms within the Contract.

6. TOLERANCES
6.1 Unless the customer specifies in writing in its order any particular tolerance requirement and supplies all necessary detail and these are accepted in writing by us, the goods will be supplied in accordance with ABM’s standard tolerances which are available upon request.

7. SAMPLES
7.1 Samples supplied by us are for promotional purposes only and are not to be used as control materials for goods supplied.
7.2 If control samples are required for a specific order or project, for these to be applicable, ABM must be notified in advance and must accept this requirement in writing.

8. BATCH ORDERING
8.1 Materials used by ABM in its manufacturing processes can differ in tone and appearance. This is the nature of metals such as stainless steel, aluminum, copper, and other alloys.
8.2 The Supplier is not responsible for any inconsistency of finish in material supplied unless it is notified of, and agreed to, such a requirement in an Order Confirmation.
8.3 The Supplier will always aim to assist the consistency of finish. Raw material will be ordered at the same time from the same batch and same supplier when possible. However, we cannot guarantee that the manufacturing mill will provide material from the same cast, or that that material will match if supplied from different batches.

9. MANUFACTURING MARKS
9.1 Materials can be supplied with minor manufacturing marks, there are caused either by material having to undergo additional processes or they are present in the raw material as supplied. These will be always kept to a minimum. In such circumstances, these minor defects are inherent within the raw material or the manufacturing process and are unavoidable, are commercially viable as supplied and cannot be rejected.

10. VARIATION OR CANCELLATION
10.1 Variations made to the Quotation or Purchase Order, either to the extent of supply, timescale, starting date, or schedule of deliveries, may affect the initially quoted price and delivery estimates, in which case a new Quotation will be issued.
10.2 You can withdraw the Purchase Order by telling us at any time prior to the Contract being made, without incurring any liability.
10.3 In the event of the order being cancelled after the work has commenced, the Customer shall be liable to reimburse us for all expenses and costs incurred in addition to loss of profits incurred as a result.

11. WAIVER
11.1 The failure of either party to follow these Terms and Conditions or the failure to exercise, any clause or part contained within this document, shall not constitute a waiver, and shall not cause a diminution of the obligations established by the Contract.
11.2 No waiver shall be effective unless it is expressly stated to be a waiver and communicated to the other Party in writing.
11.3 A waiver of any clause or part contained within this document, arising from a breach of the Contract, shall not constitute a waiver of any right arising from any other subsequent breach of the contract.

12. WARRANTY
12.1 We warrant that the Products will be within the tolerances permitted and according to the Confirmation Order and these will be accepted by the customer.
12.2 The Customer shall carry out a thorough inspection of the delivered Products within 45 natural days from delivery and shall give immediate written notification to us of any omissions, defects, or faults. If any of these appear to be damaged during shipment, then the carrier should be notified by the Customer immediately and in any case within 7 natural days of receipt of the Products. If we are not notified within 7 days, we will assume that there was no damage during shipment and the Products were delivered in perfect condition.
12.3 Our liability under this warranty shall be limited to the invoice value of the Products and we will not be liable for any consequential loss or damage however caused.

13. INDEMNITY
13.1 The Customer undertakes to indemnity us against any breaches of intellectual property that the Customer may commit in the provision of information or materials to us.
13.2 We undertake to indemnify the Customer against any breaches of intellectual property that we may commit in the provision of information or materials to the Customer.

14. PRIVACY
14.1 The Customer’s privacy is critical to us. We respect your privacy and comply with the General Data Protection Regulation regarding your personal information.
14.2 For the purpose of these Terms and Conditions:
a) Data Protection Laws means any applicable law relating to the processing of Personal Data, including, but not limited to the GDPR.
b) GDPR means the UK General Data Protection Regulation.
c) Data Controller, Personal Data and Processing shall have the same meaning as in the GDPR.
14.3 We are a Data Controller for all Personal Data that we determine the means and purpose of processing.
14.4 Where you supply Personal Data to us so we can provide the Products to you, and we process that Personal Data while providing the Products to you, we will comply with our obligation imposed by the Data Protection Laws:
a) Before or at the time of collecting Personal Data, we will identify the purpose for which information is being collected.
b) We will only Process Personal Data for the purpose identified.
c) We will respect your rights in relation to your Personal Data
d) We will implement technical and organizational measures to ensure your Personal Data is secure.
14.5 We will handle your Personal Data to provide you with promotional information and newsletters in line with any preferences you have told us about, unless expressly stated that you do not wish to receive marketing communications.

15. CONFIDENTIALITY
15.1 Neither parties shall at any time divulge or allow to be divulged to any person, any confidential information relating to the products or business affairs of the other party, other than to authorize employees of either party who have a need to know.

16. OWNERSHIP
16.1 The ownership of the Products shall remain with us until payment in full has been made. The Customer shall keep all deliverables in the exact same conditions and separate from other stock and labeled as our property until the Customer takes title.

17. FORCE MAJOR
17.1 In the event of any failure by a party because of something beyond its reasonable control:
a) The party will advise the other party as soon as reasonably practicable
b) The Supplier retains the right to either suspend deliveries or to cancel the Contract without liability.
c) If by reason of Force Majeure there is an incomplete delivery, the Customer undertakes to accept the Products that have been completed as a part performance of the Contract.

18. OBJECTIONS
18.1 The Customer has the right to make objections in writing, by email or by speaking to someone in the organization.
18.2 We will arrange for the objection to be investigated in accordance with our internal procedure by applying the Eight disciplines problem solving (8D).
18.3 The person investigating the matter will be ABM’s Quality Manager who is independent and not involved in the subject.
18.4 We will aim to finish the investigation as soon as possible and provide the customer with a detailed outcome and corrective actions based on the thorough analysis of the problem.

19. DISPUTES
19.1 Any disputes between the Customer and the Supplier shall be resolved amicably within 21 days by reasonable negotiation.
19.2 If there is failure to agree after 21 days, the dispute shall be finally settled:
a) under the Rules of Conciliation and Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with the established rule, physically or remotely, or
b) by Mediation using a mediator appointed by the Centre for Effective Dispute Resolution (CEDR) in London.

20. APPLICABLE LAW
20.1 The Contract shall be governed by and constructed in accordance with English law and subject to exclusive jurisdiction of the English courts, unless agreed and stated otherwise.
20.2 If any provision in the Contract is declared by any judicial or competent body to be void and unenforceable:
a) the parties shall amend the provision in such reasonable manner as achieves the intention of the parties without illegality and
b) the remaining provisions of the Contract shall remain in force and effect, unless either party, in its discretion, decides that the effect is to defeat the original intention of the party
c) in the case of 20.2b), either party shall be entitled to terminate the Contract without penalty.