These Trade / B2B Terms & Conditions apply only to approved business customers, trade buyers, resellers and commercial partners purchasing goods from Genpower Ltd for business use, resale or commercial purposes. They do not apply to retail consumers.
1. About Us
Genpower Ltd trades as Genpower, Evopower, Hyundai Power Products, Hyundai Power Equipment, P1, JCB Tools, Power Spares and Powersite.
Genpower Ltd is a company registered in England and Wales under company number 05758983, with its registered office at:
Genpower Ltd
Isaac Way
Pembroke Dock
Pembrokeshire
SA72 4RW
VAT Number: GB869891150
In these terms, “we”, “us” and “our” mean Genpower Ltd.
2. Application of These Terms
These terms apply to all orders placed by approved business customers through our dealer portal, by email, by telephone or by any other method accepted by us.
By placing an order with us, you confirm that:
- you are acting in the course of business and not as a consumer;
- you are authorised to enter into a binding contract on behalf of the business;
- all information you provide to us is accurate, complete and not misleading;
- you accept these terms to the exclusion of any other terms, unless we expressly agree otherwise in writing.
No terms proposed by you, whether in a purchase order, email, correspondence or otherwise, will apply unless expressly accepted by us in writing.
3. Trade Account Status
These terms apply only to registered trade customers, resellers and approved business partners.
Following approval, we may allocate you a pricing structure, price band, trade discount or account terms. We may review or amend those arrangements at any time.
We reserve the right to refuse, suspend or withdraw trade account facilities at our discretion.
4. Orders and Contract Formation
Each order placed by you is an offer to purchase goods subject to these terms.
A contract is formed only when we accept your order and issue confirmation of dispatch, tracking details, invoice confirmation, or other written confirmation of acceptance.
Each order accepted by us forms a separate contract.
We are not obliged to accept any order and may refuse or cancel an order at our discretion, including where:
- goods are unavailable;
- payment cannot be authorised or is not received;
- there is a pricing, stock or product description error;
- we reasonably suspect fraud or misuse;
- sale or purchase of the goods would be unlawful;
- you fail to meet our trade account or credit criteria.
5. Goods and Product Information
All descriptions, brochures, catalogues, specifications, drawings, illustrations, images, guides and other sales material are intended only to give a general idea of the goods.
Images are for illustration only. Colours, finishes, packaging, branding and minor specifications may vary.
Technical specifications are approximate unless expressly stated otherwise.
We reserve the right to make reasonable changes to the design, specification or configuration of goods, provided the changes do not materially affect their nature or function.
You are responsible for ensuring that the goods ordered are suitable for your intended purpose, application and market. We do not accept responsibility where goods are ordered incorrectly or are unsuitable for your specific use.
6. Special Orders
“Special Orders” means goods not normally held in stock by us and which are specially ordered, sourced or manufactured at your request.
Unless otherwise agreed in writing, Special Orders are non-cancellable and non-returnable.
We may require payment in full in advance for Special Orders.
7. Promotions, Incentives and Rebates
From time to time, we may offer promotions, discounts, incentives, rebates, competitions, vouchers or other trade offers.
Unless we expressly state otherwise:
- only one promotion or discount may be applied to an order;
- promotions cannot be exchanged for cash;
- promotions cannot be applied retrospectively;
- promotions apply only during the stated period and to the stated products or customers;
- we may amend, withdraw or end a promotion at any time.
Promotional or specially discounted orders will not count towards rebate schemes unless we expressly confirm otherwise in writing.
8. Prices
Goods will be charged at the prices applicable at the time the order is accepted, taking into account your allocated price band, agreed discounts and any applicable trade terms.
Prices may be changed by us at any time before acceptance of an order.
Unless stated otherwise:
- prices are quoted in pounds sterling;
- prices may be shown inclusive or exclusive of VAT;
- VAT and any other applicable taxes, duties or levies will be payable in addition where applicable;
- delivery, carriage surcharges, export charges and special handling charges are additional unless expressly stated otherwise.
If we discover a pricing error, we may cancel the order or offer the goods at the correct price. We are not obliged to supply goods at an incorrect price.
9. Quotations
Unless otherwise stated in writing, quotations are valid for 30 days from the date of issue.
A quotation is not an offer capable of acceptance and may be withdrawn or revised at any time before acceptance by us.
10. Payment
Payment must be made in full and in cleared funds in accordance with the payment terms agreed with you.
If no specific credit terms have been agreed, payment is due no later than the 30th day of the month following the invoice date.
We may withdraw credit, place your account on stop, suspend deliveries, require payment in advance, or cancel outstanding orders if:
- payment is overdue;
- we reasonably consider your creditworthiness unsatisfactory; or
- we reasonably believe there is a risk of non-payment.
Where permitted by law, we may charge a payment handling fee for certain commercial payment methods, but only up to the direct cost to us of processing that payment method.
We do not accept payment by cheque or cash unless we expressly agree otherwise in writing.
If you fail to pay on time, we may charge interest and compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, together with reasonable recovery costs.
11. Delivery
We may deliver goods ourselves or through a third-party carrier.
Delivery takes place when goods are made available at the agreed delivery location.
Any delivery date or timescale is an estimate only. Time for delivery is not of the essence.
You may cancel an order for delay only if delivery is more than 30 days late and the delay is not caused by your act, omission or failure to provide required information or access.
We may deliver goods in instalments. Each instalment may be invoiced separately, and delay or failure in one instalment does not entitle you to reject the whole contract unless we agree otherwise in writing.
You are responsible for ensuring that:
- the delivery address is accurate and accessible;
- suitable arrangements are in place for receipt and unloading;
- any special site restrictions or access issues are notified to us in advance.
If delivery fails because of incorrect instructions, restricted access, unavailability at the delivery point, refusal to accept delivery, or similar reasons outside our control, we may charge you for failed delivery, storage, re-delivery and related costs.
12. Inspection, Shortages and Transit Damage
You must inspect goods promptly on delivery.
Any claim for shortage, visible damage or material non-conformity must be notified to us as soon as reasonably possible and, in any event, within 48 hours of delivery.
Where transit damage is claimed, you must provide reasonable supporting evidence, which may include photographs of:
- the damaged item;
- the serial number;
- internal and external packaging; and
- the courier label.
If a valid claim is accepted, we may at our option replace the goods, replace the damaged part, issue a credit note or refund the purchase price paid for the affected goods.
13. Non-Delivery
Our records of quantities dispatched will be prima facie evidence of the quantity delivered unless you provide clear evidence to the contrary.
Our liability for non-delivery is limited, at our option, to replacing the goods within a reasonable time, issuing a credit note, or refunding the price paid for the undelivered goods.
14. Storage and Disposal
If you fail to take delivery, we may store the goods ourselves or through a third party at your risk and expense.
Where the Waste Electrical and Electronic Equipment Regulations 2013 or related environmental rules place obligations on you in relation to collection, treatment, recovery or disposal of waste electrical and electronic equipment, you are responsible for complying with those obligations and for all associated costs.
15. Risk and Title
Risk in the goods passes to you on delivery.
Title to the goods does not pass until we have received in full, in cleared funds, all sums due to us under the relevant contract and any other contract between us and you.
Until title passes, you must:
- hold the goods as our bailee;
- store them separately and clearly identify them as our property where reasonably practicable;
- keep them in satisfactory condition;
- keep them insured for their full value;
- not remove, deface or obscure any identifying mark, packaging, serial number or branding.
Until title passes, you may resell the goods only in the ordinary course of your business and as principal, not as our agent.
If you fail to pay us, become insolvent, cease trading, or breach these terms, we may require you to deliver up goods to which we still hold title and may enter premises where those goods are stored, so far as lawfully permitted, to recover them.
16. Finance Orders
Where goods are supplied under a third-party finance arrangement, title will pass in accordance with the finance structure and the relevant funding terms.
If finance approval or release is delayed, refused or withdrawn, we may require immediate alternative payment or cancel the order.
17. Warranty
Up-to-date warranty information for the relevant product range is available on the applicable website.
Unless otherwise agreed, we may liaise directly with end customers, repair agents or service centres in connection with warranty claims.
If you submit a warranty claim on behalf of an end customer, you must comply with our warranty process, including any requirements relating to return, inspection, photographs, serial numbers, service history, packaging and proof of fault.
Where a warranty claim is accepted, we may at our discretion:
- repair the product;
- replace the product or relevant part;
- provide a like-for-like replacement; or
- issue an appropriate credit or refund.
Where a fault is found not to be covered by warranty, we may charge for collection, carriage, handling, labour, parts and other reasonable costs.
Manufacturer warranties and exclusions apply in accordance with the relevant warranty terms. We do not warrant that goods comply with laws, regulations or standards outside the United Kingdom.
18. Warranty Exclusions
Unless we expressly agree otherwise in writing, warranty will not apply where a defect or damage results from:
- misuse, abuse, neglect, accidental damage or improper storage;
- fair wear and tear;
- overloading, underloading or abnormal operating conditions;
- frost, overheating, dust ingress, water ingress or marine use where not suitable;
- stale, contaminated or incorrect fuel or oil;
- failure to service or maintain the goods correctly;
- unauthorised alterations, repairs or modifications;
- transit damage not notified in accordance with these terms;
- use contrary to the product manual, service schedule or intended operating conditions.
Consumable, service and wear items may be subject to reduced warranty periods as stated in the applicable warranty terms.
19. Cancellations, Returns and Refunds
You may request cancellation of an order before dispatch. We will use reasonable efforts to comply, but cancellation is not effective unless confirmed by us.
Once goods have been dispatched, orders cannot be cancelled unless we agree otherwise.
Special Orders are non-cancellable and non-returnable unless we expressly agree otherwise in writing.
Where we agree to accept a return, the goods must be returned:
- in the same condition as received;
- with original packaging where applicable;
- with all manuals, accessories and documentation; and
- free from signs of use, fuel, contamination or damage not previously notified.
If you arrange your own return, the goods remain at your risk until received by us.
Any refund approved by us will be made using the original payment method unless we agree otherwise.
20. Intellectual Property and Branding
All intellectual property rights in product information, documentation, catalogues, specifications, manuals, marketing assets, images, drawings and related materials remain vested in us or our licensors.
You must not alter, remove, obscure or tamper with any trade marks, serial numbers, brand identifiers or product markings.
You may use our branding, images and marketing materials only in accordance with any reseller guidelines, brand rules or permissions we give you.
If goods are manufactured or supplied in accordance with a design, instruction or specification provided by you, you will indemnify us against claims, losses, costs and liabilities arising from any alleged infringement of third-party rights relating to that design or specification.
21. Limitation of Liability
Nothing in these terms excludes or limits liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; or
- any liability which cannot lawfully be excluded or restricted.
Subject to that, and to the extent permitted by law, all terms implied by statute or common law are excluded so far as legally permissible. In B2B sales, exclusions of implied terms and liability remain subject to the relevant statutory controls, including the reasonableness test where applicable.
Subject to the above, we will not be liable for:
- indirect or consequential loss;
- loss of profit;
- loss of revenue;
- loss of business;
- loss of goodwill;
- loss of anticipated savings;
- loss or corruption of data;
- wasted management time;
- third-party recovery, replacement, hire or diagnostic costs.
Our total aggregate liability arising under or in connection with any contract will not exceed the price paid by you for the goods giving rise to the claim.
22. Suspension and Termination
We may suspend performance, place your account on hold, or terminate any contract immediately on notice if:
- you fail to pay sums due;
- you breach these terms or any other agreement with us;
- you become insolvent or appear likely to become insolvent;
- you cease or threaten to cease trading;
- your credit status materially deteriorates;
- we reasonably believe continued supply would expose us to legal, financial, reputational or operational risk.
Termination will not affect any accrued rights, remedies or obligations.
23. Compliance Obligations
You must comply with all applicable laws and regulations relevant to your purchase, storage, marketing, resale, export and use of the goods.
You must also comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, and maintain appropriate policies and procedures where required.
You must comply with applicable anti-money laundering, sanctions, anti-slavery and human trafficking laws, and ensure your relevant subcontractors and suppliers do the same.
We may terminate supply immediately if we reasonably believe you are in breach of these compliance obligations.
24. Data Protection
Each party shall comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018, in connection with any personal data processed under or in relation to these terms.
Further information about how we process personal data is set out in our Privacy Policy and Cookies Policy.
25. Force Majeure
We will not be liable for failure or delay in performing our obligations where that failure or delay results from events beyond our reasonable control.
26. Entire Agreement
Each contract constitutes the entire agreement between the parties in relation to its subject matter.
You acknowledge that you have not relied on any statement, representation or warranty that is not expressly set out in these terms.
27. Severance
If any provision of these terms is held to be invalid, unlawful or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.
28. Assignment
We may assign, transfer or subcontract our rights and obligations under these terms.
You may not assign or transfer your rights or obligations without our prior written consent.
29. Notices
Any notice under these terms must be in writing and may be served by hand, post or email to the relevant contact details last notified by the receiving party.
Notices to us must be sent to our registered office or to any email address we notify for legal or contractual notices.
30. Governing Law and Jurisdiction
These terms and any dispute or claim arising out of or in connection with them are governed by the law of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction, unless we agree otherwise in writing.
