Standard Terms and Conditions: Commercial Sales
FOR THE SUPPLY OF ELECTRIC VEHICLE CHARGING UNITS
1 DEFINITIONS
1.1 “Buyer” means the person who buys Goods from bp pulse;
1.2 “Goods” means the goods and any related services as described in the Invoice to be supplied to the Buyer from bp pulse;
1.3 “Installation Requirements” means any written installation requirements with respect to the Goods issued by bp pulse to the Buyer together with the supply of the Goods;
1.4 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.5 “Invoice” means the invoice or receipt issued by bp pulse to the Buyer with respect to the supply of the Goods;
1.6 “bp pulse” means Chargemaster Ltd, Breckland, Linford Wood, Milton Keynes, MK14 6GY, England;
1.7 “User Guide” means any written guide for the operation and maintenance of the Goods issued by bp pulse to the Buyer together with the supply of the Goods.
1.8 “Unrecoverable Costs” means any costs incurred by bp pulse related to the Buyer’s order of Goods and Installation Services which cannot be recovered in the event of an order cancellation or change, including but not limited to costs for: (i) the site assessment and design work conducted for the Buyer’s Premises; (ii) any licences or authorisations required from the Distribution Network Operator (DNO), other local authorities, or third parties for the installation of Goods at the Buyer’s Premises; (iii) standing time associated with the labour assigned to perform Installation Services; and (iv) any Goods that have been specially ordered for the Buyer’s Premises.
2 GENERAL
2.1 These Terms and Conditions shall apply to the sale of Goods by bp pulse 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.
2.2 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 bp pulse.
2.3 Terms and Conditions may be updated from time to time by bp pulse. These Terms and Conditions shall apply to the sale of Goods occurring on or after 30 June 2022. If you have questions on previous Terms and Conditions that cover the sale of Goods before this date, please email us at b2bsupport-bppulse@bp.com.
3 PRICE AND PAYMENT
3.1 The price for the Goods shall be that price stated in the Invoice, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs.
3.2 Subject to clause 3.3 and unless otherwise agreed in writing between the Buyer and bp pulse, payment of the price and VAT and any other applicable payments under these Terms and Conditions shall be due from the Buyer by credit/debit card or bank transfer payment against an Invoice upon ordering the Goods from bp pulse.
3.3 bp pulse may (at its sole discretion and subject to credit checking) extend credit terms to the Buyer upon terms to be agreed between the Buyer and bp pulse.
3.4 bp pulse shall be entitled to charge interest on overdue payments from the date when payment becomes due from day to day until the date of payment is received in full by bp pulse at a rate of 2.00% per annum above the base rate of the Bank of England.
3.5 If payment of the price or any part thereof is not made when due, bp pulse shall be entitled to:
3.5.1 require payment in advance of delivery in relation to any Goods not previously delivered;
3.5.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery; and/or
3.5.3 terminate the contract with the Buyer.
3.6 If the Buyer cancels the order after fourteen (14) days from the date of order placement, the Buyer shall be required to pay bp pulse for all Unrecoverable Costs that bp pulse has incurred related to the installation of Goods at the Buyer’s Premises.
3.7 If the Buyer requests changes to the order after fourteen (14) days from the date of order placement, bp pulse shall provide a revised Invoice which includes an updated amount due by the Buyer or any reimbursement owed bp pulse. Bp pulse reserves the right to include any Unrecoverable Costs on the revised Invoice. Any amounts due by the Buyer or any reimbursement owed by bp Pulse, as detailed on the revised Invoice, shall be paid within 30 days of the date of issuance of the revised Invoice.
4 DESCRIPTION
4.1 Any samples, drawings, descriptive matter or advertising issued by bp pulse and any descriptions of the Goods or illustrations or descriptions contained in bp pulse’s data sheets or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods or services described in them shall not form part of the contract with the Buyer or have any contractual force. Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract with the Buyer.
4.2 The Goods are described in bp pulse’s data sheets, brochures, websites and the Invoice. bp pulse reserves the right to amend the specification for the Goods if required by any applicable statutory or regulatory requirement, and bp pulse shall notify the Customer in any such event.
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 bp pulse. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
5.2 The date of delivery specified by bp pulse is an estimate only.
6 RISK
Risk of loss and damage to the Goods shall pass to the Buyer when the Goods are installed at the Buyer’s premises, except that if the Goods are delivered and stored at the Buyer’s premises prior to installation, risk of loss and damage to the Goods shall pass to the Buyer during such period of storage. If the parties have agreed that the Buyer shall install the Goods itself, risk of loss and damage to the Goods shall pass to the Buyer upon delivery.
7 RETENTION OF TITLE
Title to the Goods, including full legal and beneficial ownership, shall not pass to the Buyer until bp pulse 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 bp pulse under this and all other contracts between bp pulse and the Buyer.
8 WARRANTY
8.1 Subject to clause 8.3, the Goods shall be covered by a 36 months repair or replacement warranty (at bp pulse’s discretion) with respect to faulty parts and/or installation arising from any act or omission of bp pulse. This warranty period commences on the date of delivery of the Goods.
8.2 The Buyer undertakes to promptly notify bp pulse by calling bp pulse’s dedicated customer service call centre (available at www.bppulse.co.uk) of any fault in the Goods and in any event within 7 days of becoming aware of such fault.
8.3 bp pulse’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 not appointed or authorised by bp pulse;
8.3.2 installation of the Goods not carried out by bp pulse or one of its contractors;
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 Buyer or any person for whom the Buyer is responsible that is not in accordance with the User Guide or any other oral or written instructions issued by bp pulse regarding the storage, installation, commissioning, use or maintenance of the Goods;
8.3.6 unauthorized opening of the Goods by the Buyer or any person for which the Buyer is responsible;
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 Buyer, or any other party, or the electric vehicle, including software modifications, without the prior written consent from bp pulse; and
8.3.10 normal ageing and wear-and-tear of the Goods (i.e.: discoloration, normal corrosion).
8.4 Save where the Buyer has entered into an ongoing maintenance services contract with bp pulse with respect to the provision of “on-site” maintenance services, faulty Goods being repaired or replaced under bp pulse’s warranty shall be removed and returned to bp pulse’s premises. If the fault is found to have arisen due to any reason for which bp pulse’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. bp pulse reserves the right to suspend the performance of any repair or replacement of the Goods in accordance with bp pulse’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 bp pulse by a third party, any warranty granted to bp pulse in respect of the Goods shall be passed on to the Buyer.
8.7 bp pulse 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 If the Buyer has subscribed to, and paid for, any ongoing maintenance services contract, the terms of such contract shall prevail over these Terms and Conditions with respect to the repair or replacement of any faulty Goods.
8.9 Upon receipt of any Goods returned under bp pulse’s warranty, bp pulse will examine and attempt to remedy any defects identified at its own expense and by whatever means bp pulse deems appropriate. Under this warranty, bp pulse reserves the right to supply new or reconditioned equipment to the Buyer, or by way of repairing the product in bp pulse’s workshops and/or at the point of installation.
8.10 Any part or component in the Goods replaced under bp pulse’s warranty will become the property of bp pulse.
8.11 Except as provided in this clause 8, bp pulse shall have no liability to the Buyer in respect of the failure of the Goods to comply with these Terms and Conditions.
9 INSTALLATION
9.1 If bp pulse is responsible for installing the Goods, bp pulse shall perform such services:
9.1.1 with reasonable care and skill and in accordance with generally recognised commercial practices and standards in the industry for similar services;
9.1.2 in accordance with the descriptions and specifications set out in the Installation Requirements; and
9.1.3 in accordance with all applicable law.
9.2 If the Buyer or any contractor, employee, servant or agent of the Buyer (or any person other than bp pulse or one of its contractors) installs the Goods, bp pulse shall have no liability to the Buyer arising in contract, tort, negligence or otherwise for any the design, workmanship, equipment and materials provided with respect to such installation.
10 CHARGEVISION
10.1 If the Buyer has purchased a communicating charging unit and has subscribed to a data package as part of the sale of the Goods, the Buyer shall be given access to bp pulse’s online ChargeVision service providing bp pulse with electric usage data with respect to the Goods for a period to be agreed between the Parties.
10.2 The Buyer acknowledges that at the end of the data package period described in clause 10.1, access to the ChargeVision service shall be withdrawn unless the Buyer enters into a separate written agreement with bp pulse for the ongoing provision of the ChargeVision services. The fees for the ongoing provision of ChargeVision shall be available from bp pulse on request.
10.3 By using the ChargeVision services, the Buyer confirms that it understands that:
10.3.1 electric usage data will be collected from the Goods during any period in which the Buyer has access to the ChargeVision service;
10.3.2 electric usage data provided by the ChargeVision service is provided for information purposes and the ChargeVision service shall not be considered or used as an electricity meter;
10.3.3 electric usage data provided by the ChargeVision service is subject to the performance of the relevant mobile phone operator, mobile phone signal and/or the quality of data transmission; and
10.3.4 bp pulse shall not be held responsible for the delivery or accuracy of any of the electric usage data provided.
10.4 bp pulse withholds the right to disable and/or de-commission the Goods at any time if bp pulse believes (acting reasonably) that the Buyer has abused or misused the Goods or any of the electric usage data provided.
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 bp pulse 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 bp pulse and/or any of bp pulse’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.
12 LIMITATION OF LIABILITY
12.1 Nothing in the Terms and Conditions limits any liability of either party which cannot legally be limited, including but not limited to liability for:
12.1.1 death or personal injury caused by negligence;
12.1.2 fraud or fraudulent misrepresentation; and
12.1.3 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).
12.2 Subject to clause 12.1, bp pulse’s total liability to the Buyer shall not exceed the price paid for the Goods. bp pulse’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.
12.3 To the extent permitted by applicable law and save as provided by clause 12.1, neither party shall be liable to the other with respect to the following types of loss:
12.3.1 loss of profits;
12.3.2 loss of sales or business;
12.3.3. loss of agreements or contracts;
12.3.4 loss of anticipated savings;
12.3.5 loss of use or corruption of software, data or information;
12.3.6 loss of or damage to goodwill; or
12.3.7 indirect or consequential loss.
13 INTELLECTUAL PROPERTY RIGHTS
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 bp pulse, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest and remain vested in bp pulse by the execution of appropriate instruments or the making of agreements with third parties.
14 FORCE MAJEURE
bp pulse 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, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and bp pulse shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as bp pulse considers unreasonable, it may, without liability on its part, terminate the contract with the Buyer.
15 RELATIONSHIP OF PARTIES
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.
16 ASSIGNMENT AND SUB-CONTRACTING
The contract between the Buyer and bp pulse for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of bp pulse.
17 WAIVER
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.
18 SEVERABILITY
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.
19 PERSONAL INFORMATION AND USAGE DATA
19.1 bp pulse undertakes that personal information of the Buyer 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 at www.bppulse.co.uk).
19.2 The Buyer gives its permission for government departments, public bodies, utilities, licensed energy suppliers and bp pulse to use the electric usage data from the Goods (in an anonymised form) to inform future strategy and policy development.
20 ANTI-CORRUPTION, ANTI-MONEY LAUNDERING AND ETHICAL COMPLIANCE
20.1 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.
20.2 The Buyer warrants and undertakes that, in connection with these Terms and Conditions and any transactions under them 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:
20.2.1 any government official;
20.2.2 any director, officer, or employee of bp pulse or any of its affiliates;
20.2.3 any political party, official of a political party, or candidate for public office;
20.2.4 an agent or intermediary for payment to any of the foregoing; or
20.2.5 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.
20.3 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.
20.6 The Buyer confirms that it has carefully reviewed the bp Code of Conduct (a copy of which is available at www.bp.com) and agrees and undertakes that, in connection with these Terms and Conditions and any transactions under them, it will act consistently with the applicable principles of the bp Code of Conduct in all material respects.
21 GOVERNING LAW
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.
22 JURISDICTION
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.
