Terms & Conditions for the Supply of Goods and Services
The Customer’s attention is particularly drawn to the provisions of clause 13 (Limitation of liability).
1.1 Definitions: Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. Conditions: these terms and conditions as amended from time to time in accordance with clause
17.8. Contract: the contract between PB Battery Solutions and the Customer for the supply of Goods and/or Services in accordance with these Conditions. Customer: the person or firm who purchases the Goods and/or Services from PB Battery Solutions. Data Protection Legislation:
(i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then
(ii) any successor legislation to the GDPR or the Data Protection Act 1998. Deliverables: any deliverables set out in the Order produced by PB Battery Solutions for the Customer. Delivery Location: has the meaning given in clause
4.2. Force Majeure Event: has the meaning given to it in clause 16. GDPR: General Data Protection Regulation ((EU) 2016/679). Goods: the goods (or any part of them) set out in the Order. Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is provided in writing by PB Battery Solutions to the Customer (or agreed in writing by the Customer and PB Battery Solutions). Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
PB Battery Solutions: PB Battery Solutions Ltd. Basil Heyes & Son, Dairy Farm Rd, Rainford, St. Helens WA11 7JJ
PB Battery Solutions materials: has the meaning given in clause 8.1(g). Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of PB Battery Solutions quotation, or overleaf, as the case may be. Services: the services, including the Deliverables, supplied by PB Battery Solutions to the Customer as set out in the Service Specification. Service Specification: the description or specification for the Services, including any related service levels, provided in writing by PB Battery Solutions to the Customer.
(a) A person includes a natural person, corporate or unincorporated body (whether or not, having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(e) A reference to writing or written includes email (but not fax).
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when PB Battery Solutions issues written acceptance of the Order at which point and on which date the Contract shall come into existence.
2.3 Any samples, drawings, descriptive matter or advertising issued by PB Battery Solutions and any illustrations or descriptions of the Goods or Services contained in PB Battery Solutions catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by PB Battery Solutions shall not constitute an offer and is only valid for a period of 20 Business Days from its date of issue.
2.6 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3.1 The Goods are described in the Goods Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify PB Battery Solutions against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by PB Battery Solutions arising out of or in connection with any claim made against PB Battery Solutions for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with PB Battery Solutions use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.
3.3 PB Battery Solutions reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and PB Battery Solutions shall notify the Customer in any such event.
4.1 PB Battery Solutions shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant PB Battery Solutions reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (b) it states clearly on the delivery note any requirement for the Customer to return any packaging material to PB Battery Solutions. The Customer shall make any such packaging materials available for collection at such times as PB Battery Solutions shall reasonably request. Returns of packaging materials shall be at PB Battery Solutions expense.
4.2 In terms of delivery, either: (a) PB Battery Solutions shall deliver the Goods to the location set out in the Order or such other location as the parties may agree at any time after PB Battery Solutions notifies the Customer that the Goods are ready; or (b) (where specifically agreed in writing between PB Battery Solutions and the Customer) the Customer shall collect the Goods from the PB Battery Solutions premises at 8 Sherwood Energy Village, Ollerton, Newark, Nottinghamshire, England, NG22 9FD or such other location as may be agreed with the Customer before delivery within 3 Business Days of PB Battery Solutions notifying the Customer that the Goods are ready, such location being the Delivery Location.
4.3 Delivery of the Goods shall be made at the Delivery Location. If PB Battery Solutions is delivering the Goods to the Customer’s Delivery Location (as envisaged in clause 4.2(a) above) delivery shall be completed upon unloading the Goods from the delivery vehicle(s). If the Customer is collecting the Goods from PB Battery Solutions Delivery Location (as envisaged in clause 4.2(b) above) delivery shall be completed upon loading the Goods onto the delivery vehicle(s).
4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. PB Battery Solutions shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide PB Battery Solutions with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If PB Battery Solutions fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. PB Battery Solutions shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide PB Battery Solutions with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.6 If the Customer fails to take delivery or collect the Goods (as the case may be) within three Business Days of PB Battery Solutions notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by PB Battery Solutions failure to comply with its obligations under the Contract in respect of the Goods: (a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which PB Battery Solutions notified the Customer that the Goods were ready; and (b) PB Battery Solutions shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
4.7 If ten Business Days after PB Battery Solutions notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of or collected the Goods (as the case may be), PB Battery Solutions may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.8 PB Battery Solutions may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.1 PB Battery Solutions warrants that (subject to the provisions of this clause 5) upon delivery the Goods shall conform in all material respects with their description and any applicable Goods Specification, and shall be free from material defects in design, material and workmanship. PB Battery Solutions may in respect of certain Goods provide specific warranties in addition to this clause
5.1, and where this is the case full warranty details will be provided to the Customer in writing at the time of supply.
5.2 Subject to clause 5.3, if: (a) the Customer gives notice in writing to PB Battery Solutions of any defect within 3 Business Days of discovering that some or all of the Goods do not comply with the warranty set out in clause 5.1; and (b) PB Battery Solutions is then given a reasonable opportunity to examine those Goods before they are used, further damaged or otherwise interfered with, and (if asked to do so by PB Battery Solutions) the Customer return them to the relevant PB Battery Solutions Branch or other location, or allow PB Battery Solutions to collect the Goods concerned; then PB Battery Solutions shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. These Conditions shall apply to any repaired or replacement Goods supplied by PB Battery Solutions.
5.3 PB Battery Solutions shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events: (a) if the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2; (b) if the defect arose because the Customer failed to follow PB Battery Solutions instructions as to the appropriate storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good industry practice regarding the same; (c) if the defect arose as a result of PB Battery Solutions following any drawing, design or Specification supplied by the Customer; (d) if the Customer alters or repairs the Goods without PB Battery Solutions written consent; (e) if the defect arose as a result of fair wear and tear, wilful damage or negligence (other than by PB Battery Solutions), abnormal working conditions or acts or omissions by the Customer, its agents or subcontractors; or (f) if the Goods differ from their description or any Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this clause 5, PB Battery Solutions shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1. In particular, PB Battery Solutions will not be responsible for either the cost of removing the Goods from any location where they are installed or fixed (or making good the location after removal) or for the cost of installing or fixing any repaired or replacement Goods supplied.
5.5 The Customer acknowledges that where PB Battery Solutions supplies specially produced Goods, these are not PB Battery Solutions stock items, and will usually have been specially manufactured or purchased from a third party supplier, and the warranty which PB Battery Solutions is able to provide to the Customer in respect of any defects will be limited to that which the third party supplier provides to PB Battery Solutions. This may be different to (and more limited than) the warranty contained in clause 5.1. Details of the applicable warranty on such items is available from PB Battery Solutions upon request (and PB Battery Solutions will usually confirm details to the Customer when PB Battery Solutions supplies such special Goods).
5.6 Upon request, PB Battery Solutions will provide the Customer with information about any relevant manufacturer’s guarantee offered and available to the Customer in respect of Goods and will use reasonable endeavours to make such note however that PB Battery Solutions is not legally responsible for any obligation under manufacturer’s guarantees.
5.7 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.8 Except as provided in this clause 5, PB Battery Solutions shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1. 5.9 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by PB Battery Solutions.
6.2 Title to the Goods shall not pass to the Customer until PB Battery Solutions receives payment in full (in cash or cleared funds) for the Goods, in which case title to the Goods shall pass at the time of payment.
6.3 Until title to the Goods has passed to the Customer, the Customer shall: (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as PB Battery Solutions property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on PB Battery Solutions behalf from the date of delivery; (d) notify PB Battery Solutions immediately if it becomes subject to any of the events listed in clause 14.2(b) to clause 14.2(d); and (e) give PB Battery Solutions such information relating to the Goods as PB Battery Solutions may require from time to time.
6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 14.2(b) to clause 14.2(d), then, without limiting any other right or remedy PB Battery Solutions may at any time: (a) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and PB Battery Solutions Ltd. Basil Heyes & Son, Dairy Farm Rd, Rainford, St. Helens WA11 7JJ (b) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7.1 PB Battery Solutions shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
7.2 PB Battery Solutions shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 PB Battery Solutions reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and PB Battery Solutions shall notify the Customer in any such event.
7.4 PB Battery Solutions warrants to the Customer that the Services will be provided using reasonable care and skill.
8.1 In addition to these Terms & Conditions, invoicing shall start on the first date of the hire period and will be rolling monthly unless agreed prior to the hire commencing.
8.2 Invoicing will be retrospective of the hire and collection date.
8.3 All assets will be check when returned and any damage will be charged at the full retail value. Travel and labour will be charged if damage occurs during the rental period.
8.4 Any loss and replacement will be charged at the full retail value.
8.5 PB Battery Solutions reserve the right to collect at any notice.
8.6 Force Majeure (17) still applies.
9.1 The Customer shall: (a) ensure that the terms of the Order and any information it provides in relation to the Order or Service Specification are complete and accurate; (b) co-operate with PB Battery Solutions in all matters relating to the Services; (c) provide PB Battery Solutions, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, equipment and other facilities as reasonably required by PB Battery Solutions to provide the Services; (d) provide PB Battery Solutions with such information and materials as PB Battery Solutions may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (f) comply with all applicable laws, including health and safety laws; (g) keep all materials, equipment, documents and other property of PB Battery Solutions (PB Battery Solutions Materials) at the Customer’s premises in safe custody at its own risk, maintain PB Battery Solutions Materials in good condition until returned to PB Battery Solutions, and not dispose of or use PB Battery Solutions Materials other than in accordance with PB Battery Solutions written instructions or authorisation; and (h) comply with any additional obligations as set out in the Service Specification, the Goods Specification and/or the Order.
9.2 If PB Battery Solutions performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default): (a) without limiting or affecting any other right or remedy available to it, PB Battery Solutions shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays PB Battery Solutions performance of any of its obligations; (b) PB Battery Solutions shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from PB Battery Solutions failure or delay to perform any of its obligations as set out in this clause 9.2; and (c) the Customer shall reimburse PB Battery Solutions on written demand for any costs or losses sustained or incurred by PB Battery Solutions arising directly or indirectly from the Customer Default.
10.1 The price for Goods: (a) shall be the price set out in the Order or, if no price is quoted, the price set out in PB Battery Solutions published price list as at the date of delivery; and (b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods which shall be invoiced to the Customer.
10.2 The charges for Services shall be the price set out in the Order or, if no price is quoted, shall be calculated on a time and materials basis in accordance with PB Battery Solutions standard service rates at the date of the Contract. PB Battery Solutions shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom PB Battery Solutions engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by PB Battery Solutions for the performance of the Services, and for the cost of any materials.
10.3 PB Battery Solutions reserves the right to increase the charges for the Services and/or the price of the Goods, by giving notice to the Customer at any time before performance or delivery (as the case may be) to reflect any increase in the cost of the Goods and Services to PB Battery Solutions that is due to: (i) any factor beyond the control of PB Battery Solutions (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (ii) any request by the Customer to change the performance or delivery date(s), quantities or types of Goods or Services ordered, or the Goods Specification or Services Specification (as appropriate); or (iii) any delay caused by any instructions of the Customer in respect of the Goods or Services, or failure of the Customer to give PB Battery Solutions adequate or accurate information or instructions required under the Contract.
10.4 Where PB Battery Solutions pricing takes into account discounts, rebates or different rates to reflect the value of spent batteries or other ‘scrap compensation’, the Customer must make available such items to PB Battery Solutions (and title to such items shall pass to PB Battery Solutions upon delivery or collection). PB Battery Solutions reserves the right to increase prices for Goods or Services where the price(s) applicable take into account the value of spent batteries or other ‘scrap compensation’ but PB Battery Solutions is unable to take possession of such items.
10.5 In respect of Goods, PB Battery Solutions shall invoice the Customer on or at any time after completion of delivery. In respect of Services, PB Battery Solutions shall invoice the Customer on completion of the Services (or, where PB Battery Solutions considers appropriate, weekly or monthly in arrears).
10.6 The Customer shall pay each invoice submitted by PB Battery Solutions: (a) within 30 days of the date of the invoice (or in accordance with any other credit terms agreed by PB Battery Solutions and confirmed in writing to the Customer); and (b) in full and in cleared funds to a bank account nominated in writing by PB Battery Solutions, and time for payment shall be of the essence of the Contract.
10.7 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by PB Battery Solutions to the Customer, the Customer shall, on receipt of a valid VAT invoice from PB Battery Solutions, pay to PB Battery Solutions such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
10.8 If the Customer fails to make a payment due to PB Battery Solutions under the Contract by the due date, then, without limiting PB Battery Solutions remedies under clause 15 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.8 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%. 9.9 All amounts due under the Contract shall be paid in full without any setoff, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
11.1 All Intellectual Property Rights in or arising out of or in connection with the Products or Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by PB Battery Solutions or its licensors (as appropriate).
11.2 PB Battery Solutions grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, non-exclusive, royalty-free licence during the term of the Contract to use and copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.
11.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 11.2.
11.4 The Customer grants PB Battery Solutions a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to PB Battery Solutions for the term of the Contract for the purpose of providing the Services to the Customer.
12.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
12.2 Without prejudice to the generality of clause 12.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any Personal Data (as defined in the Data Protection Legislation) to PB Battery Solutions for the duration and purposes of the Contract
13.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause
13.2. Each party may disclose the other party’s confidential information: (a) to its employees, officers, representatives, sub-contractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
14.1 Nothing in these Conditions shall limit or exclude PB Battery Solutions liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); (d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or (e) defective products under the Consumer Protection Act 1987.
14.2 Subject to clause 14.1, PB Battery Solutions shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; or (g) any indirect or consequential loss.
14.3 Subject to clause 14.1, PB Battery Solutions total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to the total charges paid under the Contract.
14.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. 14.5 This clause 14 shall survive termination of the Contract.
15.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so; (b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or (d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
15.2 Without affecting any other right or remedy available to it, PB Battery Solutions may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
15.3 Where the Order specifies in writing that any Goods and/or Services are supplied for a particular period of time, or until a specified date, the supply of Goods and/or performance of the Services shall terminate automatically upon expiry of that contract period or on that specified date (as appropriate). The Contract shall expire automatically upon completion of supply of all Goods and completion of all Services specified in the Order (or where appropriate upon expiry of the relevant contract period or date(s) specified in the Order).
15.4 Without affecting any other right or remedy available to it, PB Battery Solutions may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and PB Battery Solutions if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 15.2(b) to clause 15.2(d), or PB Battery Solutions reasonably believes that the Customer is about to become subject to any of them.
16.1 On termination of the Contract: PB Battery Solutions Ltd. Basil Heyes & Son, Dairy Farm Rd, Rainford, St. Helens WA11 7JJ (a) the Customer shall immediately pay to PB Battery Solutions all of PB Battery Solutions outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, PB Battery Solutions shall submit an invoice, which shall be payable by the Customer immediately on receipt; (b) the Customer shall return all of PB Battery Solutions Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then PB Battery Solutions may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
16.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
16.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
18.1 Assignment and other dealings (a) PB Battery Solutions may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. (b) The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of PB Battery Solutions.
18.2 Notices. (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the email address specified in the Order. (b) Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by email, at 9.00 am on the next Business Day after transmission. (c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
18.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
18.4 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract.