Genpower Ltd Standard Terms & Conditions

By proceeding to use Genpower for fulfilment services you agree to the following terms and conditions. Please note they may be updated from time to time.

Your attention is specifically drawn to the provisions of condition 7 (Limitation of Liability) and condition 8 (Insurance).

 

Definitions 

1.1. In these terms and conditions, the following words have the meanings or shall be interpreted as stated below:

Agreement: the agreement for the provision of Services by Genpower to the Client of which these terms and conditions form part;

Brexit: the scheduled withdrawal of the United Kingdom from the European Union.

Business Day: any weekday (Monday to Friday 8AM to 5PM) excluding public holidays in The United Kingdom;

Company: Genpower Limited

Conditions: these terms and conditions;

Confidential Information: names and addresses of the Client’s customers and details of product specifications and designs and any other information of a confidential nature supplied to Genpower Ltd in connection with this Agreement;

Client: the person, firm or company who purchases Services from the Company.

Goods: the goods and/or materials which are the subject of the Services;

Handling Charges: the amount charged to the Client in respect of services provided by Genpower and referred to in Genpower Ltd relevant estimate or tender;

Insolvency Event where:

 

1. a) a receiver, administrative receiver, administrator, manager or official receiver is appointed over the Client’s affairs;
2. b) the Client goes into liquidation, unless for the purpose of a solvent reconstruction or amalgamation;
3. c) distress, execution, sequestration levied or issued against any part of the Client’s assets and is not paid within seven days;

 

Services: storage, warehousing, order processing, picking and packing and/or dispatch services to be provided by the Genpower Ltd under this Agreement together with any other services which Genpower Ltd provides or agrees to provide to the Client;

Service Levels: the service levels agreed by both parties in writing from time to time.

VAT: value added tax at the rate in force from time to time.

 

1.2. All references to a statutory provision include references to any statutory modification, consolidation or re-enactment of it and all instruments or orders made pursuant to it.

1.3. Words denoting the singular include the plural and vice versa; words denoting any gender include all genders; and words denoting persons include corporations, partnerships, other unincorporated bodies and all other legal entities and vice versa.

1.4. The condition headings are inserted for ease of reference only and do not affect their construction.

 

Application of conditions

2.1. These Conditions:

2.1.1. Apply to and are incorporated into the Agreement; and

2.1.2. Prevail over any inconsistent terms or conditions contained, or referred to, in the Client’s purchase order, confirmation of order or acceptance of an estimate or which are implied by law, trade custom, practice or course of dealing.

2.2. An estimate given by Genpower Ltd constitutes an offer to supply the Services on these Conditions. No offer made by Genpower Ltd may be accepted by the Client and no contract between the parties will come into force other than:

2.2.1. By a written acknowledgement issued by the Client; or

2.2.2. (If earlier) by Genpower Ltd starting to provide the Services at the request of the Client when a contract for the supply and purchase of those Services on these Conditions will be established. The Client’s standard terms and conditions, if any, attached to, enclosed with or referred to in any purchase order or other document will not govern this Agreement.

2.3. Estimates are given by Genpower Ltd on the basis that no Agreement will come into existence except in accordance with the Conditions

2.4. Any estimate is valid for a period of 30 days from its date (provided that Genpower Ltd has not previously withdrawn it) and will then automatically lapse.

 

Genpower Ltd obligations

3.1. Genpower Ltd will use reasonable endeavours to provide the Services and will perform with reasonable care and skill and in accordance with generally recognised commercial practices and standards, and where applicable in accordance with the Service Levels detailed in section 1

3.2. Genpower Ltd shall provide personnel with appropriate experience and expertise to ensure that the Client receives the Services to a high quality. Genpower Ltd personnel will be trained and competent to the reasonable satisfaction of the Client.

3.3. Genpower Ltd personnel will be available to provide support and account management services from 9 a.m. to 5 p.m., Monday to Friday excluding Public Holidays and any other reasonable periods of closure as agreed by the parties and advised by Genpower Ltd in advance giving at least 30 days’ notice.

3.4. Genpower Ltd shall at all reasonable times during this Agreement allow the Client, or its representatives, access by prior appointment to:

 

– the premises of Genpower Ltd for the purpose of inspecting records and documents in the possession custody or control of Genpower Ltd in connection with the provision of the Services and in relation to reviewing compliance by Genpower Ltd with its obligations set out in this Agreement

– carry out a stock count or to be present while Genpower Ltd carries out a stock count.

 

3.5. Genpower Ltd shall institute and maintain a properly documented system of quality control to ensure that the Services and Service Levels are at all times properly maintained.

3.6. Genpower Ltd shall be free to use such subcontractors or agents as it may at its absolute discretion choose to appoint.

 

Client’s obligations

4.1. The Client will co-operate with Genpower Ltd in all matters relating to the Services.

4.2. Genpower Ltd will not accept or deal with any illegal, noxious, dangerous, hazardous, inflammable or explosive Goods or any Goods likely to cause damage. Should the Client nevertheless deliver any such Goods to Genpower Ltd or any subcontractor or agent of Genpower Ltd or cause Genpower Ltd or any subcontractor or agent of Genpower Ltd to handle or deal with any such Goods, the Client will be liable for all loss or damage caused by or in connection with such Goods however arising and will indemnify Genpower Ltd against all losses, damage, liabilities, costs, claims, and expenses whatsoever arising in connection with such Goods and the Goods may be destroyed or otherwise dealt with at the sole discretion of Genpower Ltd so long as the Goods are in the custody or under the direction of Genpower Ltd

 

List of goods we cannot accept (Including but not limited to)

 

• Animals and wildlife food products
• Bootleg recordings
• Counterfeit currency and stamps
• Credit cards
• Drugs and drug paraphernalia
• Firearms, ammunition, replicas and militaria
• Government identification, licences and uniforms
• Government, transit and postal-related items
• Hazardous or dangerous materials / products
• Items containing flammable gases
• Items that are highly flammable or represent a significant fire risk
• Human parts and remains
• Items encouraging illegal activity
• Items encouraging infringement or enabling duplication of copy protected material
• Lock-picking devices
• Offensive material
• Replica, counterfeit and unauthorised copies
• Stolen property
• Stocks, bonds, securities and related certificates
• Tobacco
• Weapons and knives (excluding cutlery etc)
• Large quantities of Cardboard, paper, polystyrene, or similar packaging material 
• Aerosols
• Alcoholic drinks
• Electronic cigarettes
• Paints wood varnishing or enamels 

 

4.3. The Client will indemnify Genpower Ltd in respect of all costs, charges, demands, liabilities or losses sustained or incurred by arising Genpower Ltd directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under this Agreement or arising from the contents of any of the Goods, including any loss of profit, loss of reputation, loss or damage to property, loss arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere and including any costs, changes or losses resulting from any claim that any of the Goods do not belong to the Client or that the Client is not authorised to instruct in Genpower Ltd relation to them.

4.4. The Client will indemnify Genpower Ltd in respect of all costs, charges, demands, liabilities or losses sustained or incurred by Genpower Ltd including (but not limited to) any duty, taxes, levies, customs assessments, fines or other penalties and unusual costs, claims and expenses (including administrative costs) arising as a result of Genpower Ltd shipping any of the Client’s goods outside of the UK.

4.5. In the event that Genpower Ltd incurs, pays or agrees to pay to any costs or charges as mentioned in 4.4 in respect of the Client’s goods:

4.5.1. Genpower Ltd shall do so on the sole basis that in doing so it is acting as the Client’s fully authorised agent; and

4.5.2. Whether or not delivery of the goods is made to the address designated by the Client, immediately upon receipt of Genpower Ltd invoice in respect of such duty and/or tax and/or levy the Client shall settle such invoice in full.

4.5.3 It is the clients responsibility to specify stock consolidation or rotation. The client is fully responsible for ensuring that any product with an expiry date is sold before it becomes unsellable. 

 

Charges and payment

5.1. The Client agrees to pay the Handling Charges, such charges to be reviewed annually by the parties or otherwise agreed by the parties in writing.

5.2. Invoices for ongoing fulfilment activity be issued on a weekly basis. Invoices for any special projects which may be agreed as such by the parties in writing will be issued upon completion of the project or as otherwise agreed in writing between the parties. All invoices shall be issued by Genpower Ltd or an authorised agent/subsidiary company appointed by Genpower.

5.2.2 Minimum Storage Period: The Customer agrees to a minimum storage period of one (1) week. The Customer will be charged a minimum storage fee of (1) week, regardless of the actual duration the Goods are stored if it is less than one week. Storage fees will be billed on a weekly basis.If the Goods are removed before the end of the week, the Customer is still liable for the full weekly fee.

5.3. The Client will pay each invoice submitted to it by Genpower Ltd in full and in cleared funds, no later than 30 days end of month of submission.

5.4. Without prejudice to any other right or remedy that it may have, if the Client fails to pay Genpower Ltd on the due date, Genpower Ltd may:

5.4.1. charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Santander Bank accruing on a daily basis and compounded quarterly until payment is received, whether before or after any judgement and Genpower Ltd and/or

5.4.2. Suspend all Services until payment has been made in full.

5.5. Time for payment to Genpower Ltd is of the essence of this Agreement.

5.6. Genpower Ltd will have a general lien over the Goods in the possession of Genpower Ltd as security for any sums owed to it by the Client under this Agreement or otherwise. Storage will be charged for any goods detained under lien. If any lien is not satisfied within a reasonable time Genpower Ltd may at its absolute discretion sell the Goods concerned and apply the proceeds in or towards discharge of the lien and the expenses of the sale.

5.7. Genpower Ltd may, without prejudice to any other rights it may have, set off any liability of the Client to Genpower Ltd against any liability of Genpower Ltd to the Client.

5.8. Where the Client is a private company, it is Genpower Ltd usual practice to require one or more of the directors or shareholders (‘responsible individuals’) to be potentially personally responsible for payment of Genpower Ltd charges. Whilst Genpower Ltd would normally expect payment by the client, Genpower Ltd reserves the right to recover payment from responsible individuals.

5.8.1 If there is more than one responsible individual, liability is joint and several, which means that each of them is individually responsible for paying the full amount of Genpower Ltd charges – although, if that were to occur, that individual would normally have the right to recover a share from the others.

5.8.2 The liability of ‘responsible individuals’ is a primary, rather than a secondary, liability. This means that Genpower Ltd is entitled to claim against responsible individuals directly, without having made a claim against the client. We would only do this if absolutely necessary.

5.9 Any additional work needed to dispatch goods which is outside of the scope of Genpowers standard automated order receipt, pick pack and ship process will be chargeable. Charges will be subject  to negotiation but will be no lower than Genpowers cost plus 40% markup.  

 

Confidentiality and data protection

6.1. Genpower Ltd will treat as confidential all information disclosed to it by the Client. The information will only be disclosed by Genpower Ltd to any subcontractor, agent or other third party to the extent that such disclosure is necessary for the performance of the Services. This obligation of confidentiality will not apply to any information which was known to Genpower Ltd prior to its disclosure by the Client, is disclosed to Genpower Ltd by a third party without any obligation of confidentiality or enters into the public domain other than by a breach of this condition by Genpower Ltd.

6.2. The Client will comply with its obligations under the Data Protection legislation in relation to all personal data transferred to Genpower Ltd and will keep indemnified Genpower Ltd in respect of all costs, claims, demands, actions, liabilities, damages and expenses which it may suffer or incur as a result of any breaches of such legislation.

6.3. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and Genpower Ltd is the data processor. Genpower Ltd will only retain personal data on its systems according to the Client’s instructions and will only process any personal data solely for the purpose of performing the Services and no other purpose.

6.4. Genpower Ltd shall:

6.4.1. ensure that it has in place appropriate and proportionate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected,

6.4.2. Ensure that all personnel who have access to and/or process personal data are bound by contractual and/or statutory obligations to keep any personal data confidential,

6.4.3. co-operate and assist the Client, at the Client’s cost, in responding to any complaint, request, notice or communication (“third party request”) from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators,

6.4.4. provide such co-operation, assistance and information to the Client as may be reasonably required, without undue delay, to enable the Client to comply with any third party request or to complete any data protection impact assessment as reasonably required by the Client from time to time pursuant to the Data Protection Legislation,

6.4.5. Notify the Client within one working day of becoming aware of a Personal Data breach,

6.4.6. Co-operate with and assist the Client in taking all reasonable measures that are required in response to any Personal Data breach, as reasonably requested by the Client, including to remedy or mitigate the effects of any Personal Data breach.

6.5. Upon completion of the Services the Client will provide Genpower Ltd with instructions for the return or destruction of personal data.

6.6. The Client shall ensure that any computer data supplied, by whatever method, to Genpower Ltd is clean, uncorrupted and capable of being processed and does not contain any computer viruses. In the event of computer data being received by Genpower Ltd corrupt or containing viruses, Genpower Ltd may, at its own option, return the data to the client or decontaminate it at the Client’s expense. For the avoidance of doubt, corruption occurring during any form of electronic transmission to Genpower Ltd shall be at the Client’s risk.

 

Limitation of liability

7.1. This condition sets out the entire financial liability of Genpower Ltd (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Client in respect of:

7.1.1. Any breach of this Agreement;

7.1.2. Any use made by the Client of the Services; and

7.1.3. Any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

7.2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.

7.3. Nothing in these Conditions limits or excludes the liability of Genpower Ltd

7.3.1 For death or personal injury resulting from negligence; or

7.3.2 For any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by Genpower Ltd or

7.4. Subject to conditions 7.2 and 7.3:

7.4.1. Genpower Ltd will not be liable, whether in contract, tort (including for negligence or breach of statutory duty), and misrepresentation or otherwise however for:

 

(a) Loss of profits;

(b) Loss of business;

(c) Depletion of goodwill and/or similar losses;

(d) Loss of anticipated savings;

(e) Loss of goods;

(f) Loss of contract;

(g) Loss of use;

(h) Loss of corruption of data or information; or

 

(i) Any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. 

(j) In no case shall the Company be liable for any lost profit, income or savings, business

interruption, wasted expenditure, liquidated damages, or indirect or consequential loss;

whoever may suffer or incur it.

 

7.5. Genpower Ltd total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement will be limited to the Handling Charges paid for the Services.

7.6. If Genpower Ltd performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client or any of its agents, subcontractors or employees, or as a result of any Brexit-related process or procedure, Genpower Ltd will not be liable for any costs, charges or losses whatsoever sustained or incurred arising directly or indirectly from such prevention or delay.

7.7. By entering into the Agreement, the Client acknowledges and agrees that it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of Genpower Ltd or any person who is not a party to the Agreement, relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

7.8. No legal proceedings (including any counterclaim) may be brought against Genpower Ltd unless they are issued and served within 31 days of the event giving rise to the claim.

 

Insurance

8.1. With the exception of claims covered by clause 8.1a. The Goods are stored and dispatched by Genpower Ltd at the entire risk of the Client and Genpower Ltd accepts no liability for any loss or damage to the Goods however such damage may be caused.

8.1a. Product damage due to negligence, careless handling or storage

directly caused by Genpower Ltd employees shall be limited to £100 sterling per tonne weight of the Goods.

8.2. The Client should arrange suitable insurance cover for the Goods.

8.3. Genpower Ltd will not be responsible for ascertaining whether or not the Client requires insurance.

8.4. Genpower Ltd will not be liable to make any payment to the Client to the extent that, in the event of a claim, the full value of the Goods cannot be recovered by the Client for any reason.

8.5 Genpower Ltd will not be liable for any loss of product during transport / delivery by our courier partners. The client will be responsible for processing All courier claims for lost or damaged goods and Genpower Ltd will not be liable in any way for such claims.

 

Termination

9.1. This Agreement shall, subject to earlier termination in accordance with this clause 9, be for the agreed minimum period and subject to both parties’ agreement may be extended as appropriate.

9.2. Genpower Ltd may terminate the Agreement with immediate effect at any time by notice in writing to the Client if:

9.2.1. The Client fails to pay any amount due under this Agreement on or before the due date;

9.2.2. The Client is in material or persistent breach of any provisions of this Agreement and the breach, if capable of remedy, has not been remedied within 10 Business Days after receipt by the Client of notice requiring the breach to be remedied;

9.2.3. The Client suffers an Insolvency Event;

9.3. Either party may give not less than one months’ notice that they wish to terminate this Agreement at the end of which period the obligation of Genpower Ltd to supply the Services will cease.

9.4. On termination of this Agreement for any reason:

9.4.1. The Client will immediately pay to Genpower Ltd all of Genpower Ltd outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Genpower Ltd may submit an invoice, which will be payable immediately on receipt;

9.4.2. The Client will procure that any Goods being stored by Genpower Ltd at the date of termination are removed from Genpower Ltd premises at the cost of the Client. If the Client fails to remove them within seven days Genpower Ltd may dispose of them in such manner as it sees fit at its absolute discretion at the cost of the Client;

9.4.3. The accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, will not be affected.

9.5. If this Agreement is terminated, all the rights and obligations of the parties will cease immediately, except for those provisions expressly stated to survive termination of this Agreement. Termination of this Agreement will not affect any rights or liabilities arising prior to termination.

 

Force majeure

10.1. Genpower Ltd will have no liability to the Client under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including without limitation strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

 

General

11.1. No variation of this Agreement or these Conditions will be valid unless it is in writing and signed by or on behalf of each of the parties.

11.2. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

11.3. If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.

11.4. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.

11.5. Each of the parties acknowledges and agrees that, in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

11.6. The Client will not, without the prior written consent of Genpower Ltd assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.

11.7. Genpower Ltd may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

11.8. This Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.

11.9. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, will be governed by, and construed in accordance with, the law of England and Wales.

11.10. The parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.

 

1. ABOUT US AND THESE TERMS 
   1. Genpower Ltd (trading as either Genpower, Evopower, Hyundai Power Products, Hyundai Power Equipment, P1, JCB Tools, Power Spares, or Powersite) is a limited company, registered in England and Wales with company number 05758983, and registered office address at Isaac Way, Pembroke Dock, Pembrokeshire, SA72 4RW (hereinafter “Genpower”, “we”, “us” or “our”). VAT ID: GB869891150. Our group of companies includes our subsidiaries and holding company and those owned by our holding company in accordance with the Companies Act 2006 (“Group of Companies”).
   2. These terms and conditions together with the documents referred to in them (together the “Terms”) tell you the basis on which we will supply our goods (“Goods”) to you.  Please read these Terms carefully before ordering any Goods.  
   3. These Terms only apply if you are a business, trade, profession or acting in the capacity of a director, sole trader or partner, and have registered with us as a reseller (hereinafter a “Business Customer”). Following registration, each Business Customer shall be issued with a price file setting out the wholesale price band allotted to that Business Customer. Customers to which you re-sell Goods shall be referred to in these Terms as “End Customers”. 
   4. References in these Terms to a “Website” means the website through which you place an order. 
   5. By placing an order for Goods through the dealer portal on the Website, or by email, or by telephone (hereinafter an “Order”), you agree to be bound by these Terms, to the exclusion of any other terms, and no other terms are implied by trade, custom, practice or course of dealing.
   6. In particular, we draw your attention to clause 14 below where we limit our liability to you.
2. ABOUT YOU
   1. You acknowledge that:
      1. These Terms apply when you Order Goods through our dealer portal, by email, or by telephone; and
      2. We do not sell directly to retail consumers under these Terms.
   2. By placing an Order with us, you warrant that:
      1. You are a Business Customer;
      2. You are authorised to enter into a binding contract on behalf of the business;
      3. The information that you provide to us during the process of registering and placing an Order for Goods is accurate, complete and is not misleading or fraudulent; and
      4. You are fully aware of and understand our Terms.
3. GOODS AND ORDERS
   1. Following your submission of an Order, unless we expressly state otherwise, the contract will come into existence and be legally binding when your Order (however it is placed) is accepted by us and we issue you, by e-mail, with a file containing the tracking information for your Order (hereinafter the “Contract”).
   2. Each Order for Goods placed by you to us will be deemed to be an offer by you to purchase Goods subject to these Terms. Each Order for Goods shall constitute a separate Contract incorporating these Terms.
   3. We are under no obligation to accept Orders. We may, at our discretion, contact you to inform you that we are unable to accept your Order for any of the following non-exhaustive reasons:
      1. The Goods are no longer available;
      2. We are unable to authorise your payment;
      3. There has been a mistake regarding the pricing or description of the Goods (including the expiry of any promotion);
      4. It is illegal for us to sell and/or for you to purchase the Goods ordered;
      5. Our right to limit the number of any given Goods which can be purchased by a customer; or
      6. You fail to meet the criteria set out in clause 2.2.
   4. We do not guarantee the suitability of any Goods Ordered by you for any purpose. You will be liable for all costs incurred should Goods be Ordered by you be unsuitable.
   5. You may amend your Order prior to our acceptance by contacting us directly and we will use our reasonable endeavours to comply with your request but we make no guarantee that we will be able to amend or cancel your Order.
   6. You agree that it is your responsibility to ensure that you have Ordered the correct Goods from us.
   7. If we are unable to supply the Goods Ordered, we may offer to substitute such Goods with alternative goods of equivalent or matching value and quality. We will use our reasonable endeavours to notify you of such substitution, upon which you will be entitled to refuse to accept such substitutes or request a full refund. Where there are alternative Goods offered by us, you are wholly responsible for ensuring that they are the correct or suitable Goods or part. We do not provide any advice in this regard and shall not be held responsible for any such suitability.
   8. You agree and must ensure that the information you provide to us during the process of placing your Order and any applicable specification is complete, accurate and not misleading. We shall not be held responsible for any inaccuracies, incomplete or misleading information that you provide to us.
   9. All brochures, specifications, drawings, catalogues, particulars, shapes, descriptions and illustrations, application guides and information, price lists and other advertising matter are intended only to present a general idea of the Goods described in them and the images of the Goods on the Website or otherwise in any brochures, or promotional materials are for illustrative purposes only. We cannot guarantee that the appearance and/or colours of Goods (including without limitation paint) shown on the Website or otherwise exactly reproduces the appearance and/or colours of the physical Goods themselves. Natural products may show some colour variations against your product colour (whereby such colour may have been distorted e.g. due to weather conditions).
   10. We reserve the right to deliver Goods of a modified design provided that any difference does not amount to a material change in the nature and function of the Goods.
   11. In these Terms, “Special Order” means any Goods that are not held in stock by us (a non-stock item) and are therefore Ordered and/or manufactured specifically as per your request. 
   12. We retain all copyright and title to all documentation relating to Goods delivered to you by us. This documentation may only be used for the purposes intended in the Contract and not for any other purpose without our permission. It must be returned on demand.
   13. Technical specifications are approximations unless specifically stated otherwise. 
   14. You will not remove, alter, deface, obfuscate or tamper with any of the trade marks, names or numbers affixed to or marked on the Goods nor allow anyone else to do so as appropriate action may be taken by us (or the manufacturer) against you for such infringements.
   15. In the event that Goods are manufactured in accordance with any design or specification provided or made by you, you will compensate us in full on demand for all claims, expenses and liabilities of any nature in connection with them, including any claim, whether actual or alleged, that the design or specification infringes the rights of any third party. 
   16. We prohibit the recording of any telephone calls by you, with us and any audio or video recording of any on-site attendance, or any other activities of our staff without our prior written consent. We may record telephone conversations for training and monitoring purposes and any such recordings will be processed in accordance with our Privacy Notice, a copy of which can be found on the Website.
4. PROMOTIONS AND INCENTIVES
   1. On occasions we will offer promotional discounts (including without limitation discounts, offers, promotions, prize draws, vouchers, competitions etc) via different channels to new and/or existing Business Customers.
   2. By purchasing Goods at promotional prices, you agree that:
      1. A promotional price cannot be used in conjunction with any other offer, discount or promotion, meaning only one promotional discount can be applied to an Order;
      2. A promotional discount can be redeemed at the appropriate point on the Order process for a qualifying purchase or in the case of discounts, offers, vouchers and/or free items, as expressly advertised;
      3. Promotional discounts are not exchangeable for cash and are not to be used in conjunction with any other offer, discount or promotions, unless expressly advertised; 
      4. Where the promotional price is subject to a minimum spend requirement, redemption is only permitted in respect of the purchase of the qualifying products; 
      5. Promotional discounts are not available to employees of Genpower Limited or any other of our Group of Companies;
      6. We accept no responsibility for promotional discounts not claimed at the point of placing and Order. Discounts cannot be claimed retrospectively;
      7. Promotional discounts are only valid during the period identified and, on the dates, and for the products specified; 
      8. While promotions may be publicised as for a specific period, we reserve the right to end promotions early, without notice; and
      9. We reserve the right to (i) cancel or withdraw any promotional price (ii) refuse to allow any Business Customer to participate in the promotional offer, (iii) decline to accept orders where, in its opinion the promotional price is invalid for the Order being placed (iv) exclude any single or group of products from any general promotion. Remove all discounts at any time without giving notice. 
5. PRICES
   1. The prices of the Goods are as quoted to you at the time you place an Order, except in cases of error (see clause 5.2.1). This price shall be calculated with reference to our price list, your allocated wholesale price band, and less any agreed discount in accordance with clause 4. The price lists may be amended at any time without notification to take into account any increase in our costs (including but not limited to the cost of materials, labour, transport or other overheads, any tax, duty or variation in exchange rates).
   2. The price quoted for Goods in accordance with clause 5.1 is subject to the following exceptions:
      1. Whilst we try to ensure that all our prices quoted at the time of the Order are accurate, some prices may be incorrectly listed on our internal management systems and /or on our price list. If we discover an error in the price of the Goods Ordered, we will inform you as soon as possible and offer you the Goods at the correct price. We are under no obligation to provide Goods to you at an incorrect, lower price, even after we have acknowledged your Order or despatched the Goods. If we cannot contact you, we may treat the Order as cancelled. If payment has been made and you wish to cancel your Order, you will receive a full refund of the price paid.
      2. We list prices as both inclusive and exclusive of VAT. All prices are exclusive of any other sales tax or duty that may be applicable which will be payable in addition to the price unless otherwise stated.
      3. Prices quoted do not include delivery outside of mainland UK. A delivery surcharge will be applied to all items shipping to location including but not limited to the Scottish Highlands and offshore islands. The delivery costs (if any) will be quoted to you at the time you place your Order or prior to your Order being processed. Our standard delivery services are to destinations in the mainland United Kingdom and we will select the mode of transport. The entire cost of any other mode of transport which you may specify will be borne by you, as will delivery to locations outside of the United Kingdom.
      4. In case of small Orders, we will be entitled to make a minimum Order charge or to add a surcharge for delivery, details of which will be provided to you at the time of Order acknowledgement.
      5. No allowance will be credited for Goods collected from our premises by you rather than delivered by us.
      6. Promotional Orders, or discounted offers do not count towards any pre-agreed rebate schemes that are in place.
6. QUOTATIONS

Unless otherwise stated all quotations are valid only for 30 days from their date of publication.

1. PAYMENT
   1. Payment of invoices will be made in full to us without deductions or set-off in accordance with the payment terms notified by us to you or if no such terms are advised, not later than the 30th day of the following month after the invoice date. You guarantee your creditworthiness in placing an Order. If after confirmation of the Order by us, doubts arise as to your creditworthiness, then all payments will become due immediately unless adequate security can be offered by you which shall only be accepted by us at our sole and absolute discretion.
   2. We reserve the right to charge a credit card surcharge if you elect to pay us by company credit card.
   3. Payments by credit or debit card will only be accepted where the card holder is present in person at our premises or where the card in question has been verified by us. We may also need to take additional security steps via the relevant card issuer.
   4. Unless we confirm otherwise, payment in full is required for Special Orders at the time the Special Order is placed.
   5. Without prejudice to any other rights that we may have (including the right to suspend any further deliveries or installation), if you fail to pay the invoice price by the due date. We may charge interest on any overdue amount, and such interest shall accrue on a daily basis from the due date, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and require you to indemnify us for all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
   6. We do not accept any form of payment via cheque. 
   7. We shall not accept any cash payments.
2. DELIVERY AND UNLOADING
   1. We may use a third party carrier to deliver the Goods.
   2. The Goods are delivered to your requested delivery location when we make them available to you at a delivery point agreed by us. You accept full responsibility for goods delivered to locations outside of your registered trading address that are later found to be fraudulent. Orders cannot be cancelled once goods are marked as dispatched.
   3. Time of delivery will not be of the essence and any delivery date is an estimate only. We shall use all reasonable endeavours to avoid late deliveries. You will have the right to cancel any Order without liability to us if delivery is more than 30 days late. This clause 8.3 sets out your only remedy for such delay.
   4. The quantity of any consignment of Goods as recorded by us upon despatch from our place of business will be conclusive evidence of the quantity received by you or your End Customer on delivery unless you can provide conclusive evidence proving the contrary.
   5. Our liability for non-delivery of the Goods will be limited to, at our discretion, replacing the Goods within a reasonable time, issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods or a refund of the purchase price paid.
   6. Any claim that any Goods have been delivered damaged or do not materially comply with their description must be notified by you to us within 48 hours of their delivery. Please note that supporting evidence is required for all damage claims. This must include a photograph of the damaged item, a photograph of the machine serial number, a photograph of internal and external packaging received, a photograph of the courier label. Provided that you return such Goods to us in accordance with clause 13, we will at our sole discretion replace such damaged Goods or replace the damaged parts, or issue you with a credit note for the price of such Goods or refund the price paid for such Goods. The provisions of this clause 8.6 set out your sole remedy in such circumstances.
   7. We may (at our discretion) deliver the Goods by instalments in any sequence. Where the Goods are delivered by instalments, no default or failure by us in respect of any one or more instalments will vitiate the Contract in respect of the Goods previously delivered or undelivered Goods.
   8. If you or your designated delivery location fail to take delivery of the Goods or any part thereof at the time agreed for delivery, then we will be entitled to charge you the cost of re-delivery, cancel or suspend such delivery and all other outstanding deliveries and to charge you for the loss suffered.
   9. If you or your designated delivery location fail to take delivery of the Goods or fail to give us adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond your reasonable control or by reason of our fault) then, without limiting any other right or remedy available to us, we may at our absolute discretion:
      1. Store the Goods until actual delivery and charge you for the reasonable costs (including insurance) of the failed delivery storage, re-delivery costs; or
      2. Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the Contract. 
   10. It is your responsibility to ensure you or your designated point of delivery have the means for unloading Goods on delivery unless agreed by us in writing. You will be liable for any or all delivery costs incurred should delivery fail due to limited access, Restricted access or no one available to receive the Goods at point of delivery. We may on occasion be able to re-deliver to locations with limited access but reserve the right to pass on to you any additional costs incurred by us. 
3. STORAGE AND DISPOSAL
   1. If you or your designated delivery location fail to take delivery of the Goods, we may, at our option, either store them ourselves or have them stored by third parties on such terms as we may in our own discretion think fit. In any event the cost of storage will be borne by you.
   2. You shall:
      1. Be responsible for the collection, treatment, recovery and environmentally sound disposal of all waste electrical and electronic equipment (“WEEE“) as defined in the Waste Electrical and Electronic Equipment Regulations 2013 (“WEEE Regulations“) as arising or deriving from the Goods;
      2. Comply with all additional obligations placed upon you by the WEEE Regulations by virtue of you accepting the responsibility set out in clause 9.2.1; and
      3. Provide our WEEE compliance scheme operator with such data, documents, information and other assistance as such scheme operator may from time to time reasonably require enabling such operator to satisfy the obligations assumed by it as a result of our membership of the operator’s compliance scheme.
   3. You shall be responsible for all costs and expenses arising from and relating to your obligations in this clause 9.
4. RISK AND TITLE
   1. Risk in the Goods passes to you when they are delivered to you or your designated delivery location in accordance with clause 8.
   2. In accordance with clause 10.1, you will insure the Goods against theft, or any damage however caused until their price has been paid in full.
   3. For the purpose of section 12 of the Sale of Goods Act 1979 we will transfer only such title or rights in respect of the Goods as we have and if the Goods are purchased from a third party, we will transfer only such title or rights as that party had and has transferred to us.
   4. Notwithstanding clauses 10.1 to 10.3 title in the Goods will remain with us and will not pass to you until the amount due under the invoice for them or any other outstanding invoice from us to you (including interest and costs), including any invoice outstanding from any of our Group of Companies, has been paid in full (in cash or cleared funds).
   5. Where Goods are Ordered by way of and are subject to a third-party funding arrangement with the third-party funder (“Finance”), title to the Goods will remain with us until you have authorised release of the Finance and it has been paid to us, at which point title to the Goods will pass to the third-party funder.
   6. We may at our discretion maintain an action for the price of any Goods notwithstanding that title in them has not passed to you or a third-party funder under clause 10.5. For the avoidance of doubt, this means that, if you unreasonably withhold (or delay) authorising any Finance, we, at our sole and absolute discretion, reserve the right to present an invoice to you for the full purchase price of the Goods, for you to pay in accordance with clause 7.
   7. Subject to clause 10.8, until ownership of the Goods has passed to you, you must:
      1. Hold the Goods on a fiduciary basis as our bailee;
      2. Store the Goods (at no cost to us) separately from all other products belonging to you or any third party in such a way that they remain readily identifiable as our property;
      3. Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
      4. Maintain the Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction. On request you will produce the policy of insurance to us; and
   8. Notwithstanding clause 10.7, you may resell the Goods before ownership has passed to you solely on the following basis:
      1. Any sale will be affected in the ordinary course of your business at full market value; and
      2. You do so as principal and not as our agent;
      3. title to the Goods shall pass from the us to you immediately before the time at which resale occurs.
   9. Your right to possession of the Goods will terminate immediately if:
      1. You (being an individual) have a bankruptcy order made against you or make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors; or
      2. You (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of your undertaking or any part thereof, or a resolution is passed or a petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency in any jurisdiction; or
      3. You suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you, or fail to observe/perform any of your obligations under the Contract or any other contract between us and you, or are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or
      4. You encumber or in any way charge any of the Goods; or
      5. Anything analogous to the foregoing occurs in any other jurisdiction; and
      6. You breach the provisions of clause 10.
   10. If before title in the Goods passes to you and you become subject to any of the events listed in clause 10.9, without limiting any other right or remedy we may have, your right to resell the Goods or use them in the ordinary course of your business ceases immediately, and then we may at any time:
       1. Require you to deliver up all relevant Goods in your possession which have not been resold, or irrevocably incorporated into another product; and
       2. If you fail to do so promptly, enter any of your premises or any premises of a third party where the relevant Goods are stored in order to recover them.
          1. we cannot be held responsible for any cancelled Orders, loss of earnings and so forth due to delays in stock arriving after an initial date has been disclosed. By placing pre-orders you acknowledge that the exact date of stock arriving and subsequently being dispatched to you or your customer can vary.
          2. please be aware that you will be responsible for notifying us of any cancelled Orders. If the Order is shipped out, but the Order has been cancelled and we have not been notified, the invoice value for that item would still need to be paid by you.
5. WARRANTY
   1. For up to date information detailing the terms of warranty (hereinafter the “Warranty”) please visit the Website. We reserve the right to change our Warranty terms at any time. 
   2. We do not warrant that the Goods comply with the laws, regulations or standards outside the United Kingdom. 
   3. Unless otherwise agreed between the parties, we shall liaise with End Customers in respect of any Warranty claim brought by that End Customer, either directly or via a repair agent, at our discretion.   
   4. In cases where you bring a claim in connection with the Warranty on behalf of an End Customer, this claim shall be processed in accordance with clauses 11.5 to 11.11 below. 
   5. Genpower will arrange for collection of Goods, at your expense, within the Warranty period. If the fault is deemed to be covered under Warranty the collection, repair and return of the Goods will be reimbursed to you but if the collection or return is to an extended postcode such as the Scottish Highlands or offshore islands, you may be liable for all carriage costs. 
   6. Please be aware that if the fault is found to be a non-warranty fault, which could be due to lack of servicing, abuse, or lack of maintenance, then you will need to pay for the transportation, handling and workshop labour and charges will apply. 
   7. You shall be responsible, where applicable, for draining all fuel and oil from the Goods.
   8. You are responsible for safely and securely packaging the Goods ready for collection, it is advisable to keep the original packaging safe for this purpose. If original packaging is not available the item must be packed in a box which is of comparable size to the original package and that all parts and accessories must be returned with the unit 
   9. We will only accept responsibility for the Goods when they have been received and inspected at the point of delivery to ourselves.
   10. Upon completion of repairs we will arrange for the Goods to be sent back to the customer at our cost. You may be liable for costs of delivery to Highlands or offshore islands. This is to cover additional costs for transport to and from our repair centre. 
   11. At our discretion will provide a like-for-like replacement, or repair the product or any components that have failed within the Warranty period.
   12. Genpower will inform you of any costs that are outside of the Warranty before commencing any repairs.
   13. In cases where the Warranty applies to component parts, Genpower will accept photographic evidence of failed components, provided it is clear that the failure is a manufacturing defect (a photograph of the serial number will also be required). If this is not possible, the failed part must be returned to Genpower for inspection, if the parts are deemed to have failed due to a manufacturing defect, a replacement part will be issued. 
   14. We will only be liable to you for the Goods’ failure to comply with the Warranty to the extent set out in this clause 11.
   15. Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
   16. These Terms also apply to any repaired or replacement Goods supplied by us under this clause 11.
6. WARRANTY LIMITATIONS
   1. We will not be liable to you or the End Customer for breach of the Warranty if:
      1. You or the End Customer make any further use of the Goods after giving notice under clause 11.4;
      2. the defect arises as a result of us following any drawing, design or specification supplied by you or the End Customer;
      3. you or the End Customer alter or repair the Goods without our written consent;
      4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
      5. the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. 
   2. The Warranty shall not apply in the following circumstances: 
      1. Damage to the Goods by water ingestion, submersion and external water damage.
      2. Damage to the Goods caused by frost or overheating from excessive ambient temperatures or lack of ventilation.
      3. Damage to the Goods occurred while being used in a marine environment.
      4. Damage to the Goods by operation with incorrect pressure, conditions or modifications.
      5. Damage to the Goods from overloading (all Goods) or under loading (generators).
      6. Fuel related problems. (Contaminated or stale fuel, incorrect fuel/oil mixture, incorrect fuel type).
      7. Service items such as, but not limited to: spark plugs, carburettors, gaskets, filters, recoil units, cables, clips, hoses, lances, trigger guns, reals, seals, pump valves, AVRs, 12v batteries, key fob batteries are covered by a 1 year Warranty, subject to fair wear & tear.
      8. Wearing items such as but not limited to: belts, brushes, bushes, bearings, blades, trimmer heads, chains, bars, wheels and tyres are covered by a 90 day warranty.
      9. The Warranty shall be void if any modifications are made to the Goods.
      10. Any damage caused during the transit of Goods. In such cases, you must report damage to us within 24 hours, to allow us to claim from our couriers. And provide supporting evidence including pictures of damage, packaging external and internal, courier labels, machine damage and machine serial number.
      11. Inverter/circuit boards and transformers on welders/inverter generators are covered with a 2 year warranty. Damage from overloading is not covered by the Warranty.
      12. Damage to welders, and compressors in particular caused by dust/grit ingress will void the warranty.
      13. Lithium-ion batteries and chargers are covered with a standard 3 year warranty.
      14. The Warranty shall be void if records of servicing (if applicable) including hours and dates have not been kept. Copies of service history may be requested by Genpower.
      15. This Warranty is only valid for Goods imported and distributed in the UK by Genpower. We will cover the Warranty to and from a UK address. We do not provide a Warranty for any products not distributed by Genpower.
7. ORDER CANCELLATIONS AND REFUNDS
   1. You may cancel an Order provided that you inform us of the cancellation before 11am on the day the Goods in question are due to be despatched. We do not accept cancelations of Orders after this time. 
   2. In cases where Goods have been incorrectly supplied by us, such Goods shall be refunded, exchanged or replaced if they are returned within 30 days of the date of purchase of the Goods, in the same condition in which you received them with the original packaging and the product documentation, along with proof of purchase (in the form of our invoice for the original supply of the Goods).
   3. Notwithstanding clause 13.1, Special Orders are non-refundable, except at our sole discretion. 
   4. Any refunds issued by us in accordance with these Terms shall be issued using the same method originally used by you to pay for your purchase. This may take your bank approximately 3-5 working days from the date the refund is processed by us.
   5. In cases where you arrange your own return, we will not accept any responsibility for loss or damage of returning Goods during transit. 
   6. Any reference in these Terms to the refusal or return of Goods in their “original packaging” (or any similar phrase) means that the Goods must be returned in the same condition, and inside the same packaging, as they were received together with any documentation which accompanied such Goods, and must not have been used and, where applicable, must not have been removed from the sealed clear packaging. For the avoidance of doubt any mark or smell of (without limitation) fuel, toxins or rubber shall negate any refund due to you. This includes electrical items, which are supplied in sealed clear packaging.
8. LIMITATION OF LIABILITY (IMPORTANT – PLEASE READ)
   1. Notwithstanding any other provisions of these Terms, this clause 14 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and subcontractors) to you in respect of:
      1. Any breach of these Terms; and
      2. Representation, statement or tortious act or omission including negligence arising under or in connection with any Contract.
   2. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 (as amended)) are, to the fullest extent permitted by law, excluded from the Contract.
   3. Nothing in these Terms excludes or limits our liability:
      1. For death or personal injury caused by our negligence;
      2. Under section 2(3) of the Consumer Protection Act 1987;
      3. For fraud or for fraudulent misrepresentation; or
      4. For any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
   4. Subject to clause 14.3, we will not be liable to you for:
      1. Any indirect or consequential, special or punitive loss, damage, costs or expenses (including any losses to third parties, losses relating to vehicle recovery/replacement/hire vehicles, diagnostic times or otherwise);
      2. Loss of profit
      3. Loss of business;
      4. Loss of income or revenue;
      5. Loss or corruption of or damage to data;
      6. Waste of management or office time; or
      7. Depletion of goodwill.
   5. We shall have no liability for incorrect Goods purchased by you in error.  
9. TERMINATION AND SUSPENSION
   1. We may at our discretion suspend or terminate any Contract for the supply of Goods if you fail to make any payment when and as due or are otherwise in default in any of your obligations under these Terms or any Contract or any other agreement with us or if any of the events set out in clauses 10.9.1 to 10.6 occur.
   2. On the termination of any Contract for any reason:
      1. We will not be obliged to supply any Goods Ordered by you unless already paid for;
      2. All payments payable to us under the Contract will become due immediately upon termination of the Contract despite any other provision; and
      3. You will indemnify us against all costs (including any court, legal and other professional costs), losses or damages incurred by us arising directly or indirectly from any legal liability.
   3. The termination of any Contract will not affect the respective rights and liabilities of each of the parties thereto which accrued prior to such termination nor any provisions which either expressly or impliedly are to remain in operation after termination.
   4. Notwithstanding any other rights or remedies we may have under these Terms with you (and where applicable, your Group of Companies) or by law, we shall be entitled to terminate any Contract immediately on notice without any further obligation or liability to you (or your Group of Companies) where we reasonably believe that you (or any of your Group of Companies) have failed to comply with any applicable laws (including but not limited to compliance with tax laws and regulations and VAT registration).
10. ANTI-BRIBERY AND CORRUPTION
    1. You shall:
       1. Comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
       2. Not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom;
       3. Not induce or reward us or our directors, officers, representative, contractors or personnel to perform or improperly perform a function or activity in connection with these Terms or any Contract;
       4. Not directly or indirectly request, agree to receive or accept any financial or other advantage as an inducement or a reward for improper performance of a function or activity in connection with these Terms or any Contract, other than where a bona fide promotions and/or incentive is run by us (see clause 4 for further details on such promotions and incentives);
       5. If you are a business, organisation, partnership, limited liability partnership or a company, you must have and maintain in place throughout the Contract your own policies and procedures including but not limited to adequate procedures under the Bribery Act 2010 to ensure compliance with the same and to enforce where appropriate;
       6. Promptly report to us any request or demand for any undue financial or other advantage of any kind received by us or our directors, officers, representative, contractors or personnel or any undue financial or other advantage of any kind given by us in connection with the performance of this Contract.
    2. We may terminate the supply of any Goods to you forthwith if you breach any of the provisions of clause 16.1 above.
    3. Both parties shall comply with the Money Laundering and Terrorist Financing (Amendment) Regulations 2019 and any other anti-money laundering laws that shall come into effect from time to time.
11. MODERN SLAVERY

You will comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force, and include in any contracts you have with direct subcontractors and suppliers, anti-slavery and human trafficking provisions that require each of your subcontractors and suppliers to comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force.

1. SANCTIONS

Both parties will comply with the relevant economic sanctions and laws in force from time to time.

1. FORCE MAJEURE

We will not be liable for any failure in the performance of any of our obligations under these Terms or any Contract caused by factors outside our control.

1. VARIATION 

No variation or amendment of these Terms will be valid unless in writing and signed by you and our authorised representative.

1. ENTIRE AGREEMENT 

Each Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms. 

1. SEVERANCE

Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect. 

1. ASSIGNMENT
1. We may assign or transfer our rights and obligations under the Contract to another entity.
2. You may only assign or transfer your rights or your obligations under the Contract to another entity if we agree in writing. 
2. LAW AND JURISDICTION

This Contract will be governed by the laws of England and Wales and you consent to the exclusive jurisdiction of the English and Welsh courts in all matters regarding it.

1. NOTICES
   1. Any notice given under this Contract will be in writing and may be served personally, by registered or recorded delivery mail, by facsimile transmission (the latter confirmed by post), by email (evidence confirming the same by post) or by any other means which any party specifies by notice to the other.
   2. Each party’s address for the service of notice will be:
      1. Us – the address specified in clause 1 or such other address and email address as we specify by notice to you; and
      2. You – the address and email address given to us at the time an Order is placed by you.
   3. A notice will be deemed to have been served: if it was served in person, at the time of service, if it was served by post, 48 hours after it was posted and if via email once it has been transmitted.
   4. This clause shall not apply to the service of legal proceedings which must be served by post to our registered office address.
2. DATA PROTECTION
   1. Both parties shall at all times comply with UK General Data Protection Regulations and Data Protection Act 2018.
   2. Our Privacy Notice and Cookie Policy explains what personal information and personal data we collect about you, how that personal information/data is used, what your rights are, how we use, protect and disclose your information, legal basis for processing your information, information relating to cookies and data retention when you use the Website.

1. ABOUT US AND THESE TERMS 
   1. Genpower Ltd (trading as either Genpower, Evopower, Hyundai Power Products, Hyundai Power Equipment, P1, JCB Tools, Power Spares, or Powersite) is a limited company, registered in England and Wales with company number 05758983, and registered office address at Isaac Way, Pembroke Dock, Pembrokeshire, SA72 4RW (hereinafter “Genpower”, “we”, “us” or “our”). VAT ID: GB869891150. Our group of companies includes our subsidiaries and holding company and those owned by our holding company in accordance with the Companies Act 2006 (“Group of Companies”).
   2. These terms and conditions together with the documents referred to in them (together the “Terms”) tell you the basis on which we will supply our goods (“Goods”) to you.  Please read these Terms carefully before ordering any Goods.  
   3. These Terms only apply if you are a business, trade, profession or acting in the capacity of a director, sole trader or partner, and have registered with us as a reseller (hereinafter a “Business Customer”). Following registration, each Business Customer shall be issued with a price file setting out the wholesale price band allotted to that Business Customer. Customers to which you re-sell Goods shall be referred to in these Terms as “End Customers”. 
   4. References in these Terms to a “Website” means the website through which you place an order. 
   5. By placing an order for Goods through the dealer portal on the Website, or by email, or by telephone (hereinafter an “Order”), you agree to be bound by these Terms, to the exclusion of any other terms, and no other terms are implied by trade, custom, practice or course of dealing.
   6. In particular, we draw your attention to clause 14 below where we limit our liability to you.
2. ABOUT YOU
   1. You acknowledge that:
      1. These Terms apply when you Order Goods through our dealer portal, by email, or by telephone; and
      2. We do not sell directly to retail consumers under these Terms.
   2. By placing an Order with us, you warrant that:
      1. You are a Business Customer;
      2. You are authorised to enter into a binding contract on behalf of the business;
      3. The information that you provide to us during the process of registering and placing an Order for Goods is accurate, complete and is not misleading or fraudulent; and
      4. You are fully aware of and understand our Terms.
3. GOODS AND ORDERS
   1. Following your submission of an Order, unless we expressly state otherwise, the contract will come into existence and be legally binding when your Order (however it is placed) is accepted by us and we issue you, by e-mail, with a file containing the tracking information for your Order (hereinafter the “Contract”).
   2. Each Order for Goods placed by you to us will be deemed to be an offer by you to purchase Goods subject to these Terms. Each Order for Goods shall constitute a separate Contract incorporating these Terms.
   3. We are under no obligation to accept Orders. We may, at our discretion, contact you to inform you that we are unable to accept your Order for any of the following non-exhaustive reasons:
      1. The Goods are no longer available;
      2. We are unable to authorise your payment;
      3. There has been a mistake regarding the pricing or description of the Goods (including the expiry of any promotion);
      4. It is illegal for us to sell and/or for you to purchase the Goods ordered;
      5. Our right to limit the number of any given Goods which can be purchased by a customer; or
      6. You fail to meet the criteria set out in clause 2.2.
   4. We do not guarantee the suitability of any Goods Ordered by you for any purpose. You will be liable for all costs incurred should Goods be Ordered by you be unsuitable.
   5. You may amend your Order prior to our acceptance by contacting us directly and we will use our reasonable endeavours to comply with your request but we make no guarantee that we will be able to amend or cancel your Order.
   6. You agree that it is your responsibility to ensure that you have Ordered the correct Goods from us.
   7. If we are unable to supply the Goods Ordered, we may offer to substitute such Goods with alternative goods of equivalent or matching value and quality. We will use our reasonable endeavours to notify you of such substitution, upon which you will be entitled to refuse to accept such substitutes or request a full refund. Where there are alternative Goods offered by us, you are wholly responsible for ensuring that they are the correct or suitable Goods or part. We do not provide any advice in this regard and shall not be held responsible for any such suitability.
   8. You agree and must ensure that the information you provide to us during the process of placing your Order and any applicable specification is complete, accurate and not misleading. We shall not be held responsible for any inaccuracies, incomplete or misleading information that you provide to us.
   9. All brochures, specifications, drawings, catalogues, particulars, shapes, descriptions and illustrations, application guides and information, price lists and other advertising matter are intended only to present a general idea of the Goods described in them and the images of the Goods on the Website or otherwise in any brochures, or promotional materials are for illustrative purposes only. We cannot guarantee that the appearance and/or colours of Goods (including without limitation paint) shown on the Website or otherwise exactly reproduces the appearance and/or colours of the physical Goods themselves. Natural products may show some colour variations against your product colour (whereby such colour may have been distorted e.g. due to weather conditions).
   10. We reserve the right to deliver Goods of a modified design provided that any difference does not amount to a material change in the nature and function of the Goods.
   11. In these Terms, “Special Order” means any Goods that are not held in stock by us (a non-stock item) and are therefore Ordered and/or manufactured specifically as per your request. 
   12. We retain all copyright and title to all documentation relating to Goods delivered to you by us. This documentation may only be used for the purposes intended in the Contract and not for any other purpose without our permission. It must be returned on demand.
   13. Technical specifications are approximations unless specifically stated otherwise. 
   14. You will not remove, alter, deface, obfuscate or tamper with any of the trade marks, names or numbers affixed to or marked on the Goods nor allow anyone else to do so as appropriate action may be taken by us (or the manufacturer) against you for such infringements.
   15. In the event that Goods are manufactured in accordance with any design or specification provided or made by you, you will compensate us in full on demand for all claims, expenses and liabilities of any nature in connection with them, including any claim, whether actual or alleged, that the design or specification infringes the rights of any third party. 
   16. We prohibit the recording of any telephone calls by you, with us and any audio or video recording of any on-site attendance, or any other activities of our staff without our prior written consent. We may record telephone conversations for training and monitoring purposes and any such recordings will be processed in accordance with our Privacy Notice, a copy of which can be found on the Website.
4. PROMOTIONS AND INCENTIVES
   1. On occasions we will offer promotional discounts (including without limitation discounts, offers, promotions, prize draws, vouchers, competitions etc) via different channels to new and/or existing Business Customers.
   2. By purchasing Goods at promotional prices, you agree that:
      1. A promotional price cannot be used in conjunction with any other offer, discount or promotion, meaning only one promotional discount can be applied to an Order;
      2. A promotional discount can be redeemed at the appropriate point on the Order process for a qualifying purchase or in the case of discounts, offers, vouchers and/or free items, as expressly advertised;
      3. Promotional discounts are not exchangeable for cash and are not to be used in conjunction with any other offer, discount or promotions, unless expressly advertised; 
      4. Where the promotional price is subject to a minimum spend requirement, redemption is only permitted in respect of the purchase of the qualifying products; 
      5. Promotional discounts are not available to employees of Genpower Limited or any other of our Group of Companies;
      6. We accept no responsibility for promotional discounts not claimed at the point of placing and Order. Discounts cannot be claimed retrospectively;
      7. Promotional discounts are only valid during the period identified and, on the dates, and for the products specified; 
      8. While promotions may be publicised as for a specific period, we reserve the right to end promotions early, without notice; and
      9. We reserve the right to (i) cancel or withdraw any promotional price (ii) refuse to allow any Business Customer to participate in the promotional offer, (iii) decline to accept orders where, in its opinion the promotional price is invalid for the Order being placed (iv) exclude any single or group of products from any general promotion. Remove all discounts at any time without giving notice. 
5. PRICES
   1. The prices of the Goods are as quoted to you at the time you place an Order, except in cases of error (see clause 5.2.1). This price shall be calculated with reference to our price list, your allocated wholesale price band, and less any agreed discount in accordance with clause 4. The price lists may be amended at any time without notification to take into account any increase in our costs (including but not limited to the cost of materials, labour, transport or other overheads, any tax, duty or variation in exchange rates).
   2. The price quoted for Goods in accordance with clause 5.1 is subject to the following exceptions:
      1. Whilst we try to ensure that all our prices quoted at the time of the Order are accurate, some prices may be incorrectly listed on our internal management systems and /or on our price list. If we discover an error in the price of the Goods Ordered, we will inform you as soon as possible and offer you the Goods at the correct price. We are under no obligation to provide Goods to you at an incorrect, lower price, even after we have acknowledged your Order or despatched the Goods. If we cannot contact you, we may treat the Order as cancelled. If payment has been made and you wish to cancel your Order, you will receive a full refund of the price paid.
      2. We list prices as both inclusive and exclusive of VAT. All prices are exclusive of any other sales tax or duty that may be applicable which will be payable in addition to the price unless otherwise stated.
      3. Prices quoted do not include delivery outside of mainland UK. A delivery surcharge will be applied to all items shipping to location including but not limited to the Scottish Highlands and offshore islands. The delivery costs (if any) will be quoted to you at the time you place your Order or prior to your Order being processed. Our standard delivery services are to destinations in the mainland United Kingdom and we will select the mode of transport. The entire cost of any other mode of transport which you may specify will be borne by you, as will delivery to locations outside of the United Kingdom.
      4. In case of small Orders, we will be entitled to make a minimum Order charge or to add a surcharge for delivery, details of which will be provided to you at the time of Order acknowledgement.
      5. No allowance will be credited for Goods collected from our premises by you rather than delivered by us.
      6. Promotional Orders, or discounted offers do not count towards any pre-agreed rebate schemes that are in place.
6. QUOTATIONS

Unless otherwise stated all quotations are valid only for 30 days from their date of publication.

1. PAYMENT
   1. Payment of invoices will be made in full to us without deductions or set-off in accordance with the payment terms notified by us to you or if no such terms are advised, not later than the 30th day of the following month after the invoice date. You guarantee your creditworthiness in placing an Order. If after confirmation of the Order by us, doubts arise as to your creditworthiness, then all payments will become due immediately unless adequate security can be offered by you which shall only be accepted by us at our sole and absolute discretion.
   2. We reserve the right to charge a credit card surcharge if you elect to pay us by company credit card.
   3. Payments by credit or debit card will only be accepted where the card holder is present in person at our premises or where the card in question has been verified by us. We may also need to take additional security steps via the relevant card issuer.
   4. Unless we confirm otherwise, payment in full is required for Special Orders at the time the Special Order is placed.
   5. Without prejudice to any other rights that we may have (including the right to suspend any further deliveries or installation), if you fail to pay the invoice price by the due date. We may charge interest on any overdue amount, and such interest shall accrue on a daily basis from the due date, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and require you to indemnify us for all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
   6. We do not accept any form of payment via cheque. 
   7. We shall not accept any cash payments.
2. DELIVERY AND UNLOADING
   1. We may use a third party carrier to deliver the Goods.
   2. The Goods are delivered to your requested delivery location when we make them available to you at a delivery point agreed by us. You accept full responsibility for goods delivered to locations outside of your registered trading address that are later found to be fraudulent. Orders cannot be cancelled once goods are marked as dispatched.
   3. Time of delivery will not be of the essence and any delivery date is an estimate only. We shall use all reasonable endeavours to avoid late deliveries. You will have the right to cancel any Order without liability to us if delivery is more than 30 days late. This clause 8.3 sets out your only remedy for such delay.
   4. The quantity of any consignment of Goods as recorded by us upon despatch from our place of business will be conclusive evidence of the quantity received by you or your End Customer on delivery unless you can provide conclusive evidence proving the contrary.
   5. Our liability for non-delivery of the Goods will be limited to, at our discretion, replacing the Goods within a reasonable time, issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods or a refund of the purchase price paid.
   6. Any claim that any Goods have been delivered damaged or do not materially comply with their description must be notified by you to us within 48 hours of their delivery. Please note that supporting evidence is required for all damage claims. This must include a photograph of the damaged item, a photograph of the machine serial number, a photograph of internal and external packaging received, a photograph of the courier label. Provided that you return such Goods to us in accordance with clause 13, we will at our sole discretion replace such damaged Goods or replace the damaged parts, or issue you with a credit note for the price of such Goods or refund the price paid for such Goods. The provisions of this clause 8.6 set out your sole remedy in such circumstances.
   7. We may (at our discretion) deliver the Goods by instalments in any sequence. Where the Goods are delivered by instalments, no default or failure by us in respect of any one or more instalments will vitiate the Contract in respect of the Goods previously delivered or undelivered Goods.
   8. If you or your designated delivery location fail to take delivery of the Goods or any part thereof at the time agreed for delivery, then we will be entitled to charge you the cost of re-delivery, cancel or suspend such delivery and all other outstanding deliveries and to charge you for the loss suffered.
   9. If you or your designated delivery location fail to take delivery of the Goods or fail to give us adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond your reasonable control or by reason of our fault) then, without limiting any other right or remedy available to us, we may at our absolute discretion:
      1. Store the Goods until actual delivery and charge you for the reasonable costs (including insurance) of the failed delivery storage, re-delivery costs; or
      2. Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the Contract. 
   10. It is your responsibility to ensure you or your designated point of delivery have the means for unloading Goods on delivery unless agreed by us in writing. You will be liable for any or all delivery costs incurred should delivery fail due to limited access, Restricted access or no one available to receive the Goods at point of delivery. We may on occasion be able to re-deliver to locations with limited access but reserve the right to pass on to you any additional costs incurred by us. 
3. STORAGE AND DISPOSAL
   1. If you or your designated delivery location fail to take delivery of the Goods, we may, at our option, either store them ourselves or have them stored by third parties on such terms as we may in our own discretion think fit. In any event the cost of storage will be borne by you.
   2. You shall:
      1. Be responsible for the collection, treatment, recovery and environmentally sound disposal of all waste electrical and electronic equipment (“WEEE“) as defined in the Waste Electrical and Electronic Equipment Regulations 2013 (“WEEE Regulations“) as arising or deriving from the Goods;
      2. Comply with all additional obligations placed upon you by the WEEE Regulations by virtue of you accepting the responsibility set out in clause 9.2.1; and
      3. Provide our WEEE compliance scheme operator with such data, documents, information and other assistance as such scheme operator may from time to time reasonably require enabling such operator to satisfy the obligations assumed by it as a result of our membership of the operator’s compliance scheme.
   3. You shall be responsible for all costs and expenses arising from and relating to your obligations in this clause 9.
4. RISK AND TITLE
   1. Risk in the Goods passes to you when they are delivered to you or your designated delivery location in accordance with clause 8.
   2. In accordance with clause 10.1, you will insure the Goods against theft, or any damage however caused until their price has been paid in full.
   3. For the purpose of section 12 of the Sale of Goods Act 1979 we will transfer only such title or rights in respect of the Goods as we have and if the Goods are purchased from a third party, we will transfer only such title or rights as that party had and has transferred to us.
   4. Notwithstanding clauses 10.1 to 10.3 title in the Goods will remain with us and will not pass to you until the amount due under the invoice for them or any other outstanding invoice from us to you (including interest and costs), including any invoice outstanding from any of our Group of Companies, has been paid in full (in cash or cleared funds).
   5. Where Goods are Ordered by way of and are subject to a third-party funding arrangement with the third-party funder (“Finance”), title to the Goods will remain with us until you have authorised release of the Finance and it has been paid to us, at which point title to the Goods will pass to the third-party funder.
   6. We may at our discretion maintain an action for the price of any Goods notwithstanding that title in them has not passed to you or a third-party funder under clause 10.5. For the avoidance of doubt, this means that, if you unreasonably withhold (or delay) authorising any Finance, we, at our sole and absolute discretion, reserve the right to present an invoice to you for the full purchase price of the Goods, for you to pay in accordance with clause 7.
   7. Subject to clause 10.8, until ownership of the Goods has passed to you, you must:
      1. Hold the Goods on a fiduciary basis as our bailee;
      2. Store the Goods (at no cost to us) separately from all other products belonging to you or any third party in such a way that they remain readily identifiable as our property;
      3. Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
      4. Maintain the Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction. On request you will produce the policy of insurance to us; and
   8. Notwithstanding clause 10.7, you may resell the Goods before ownership has passed to you solely on the following basis:
      1. Any sale will be affected in the ordinary course of your business at full market value; and
      2. You do so as principal and not as our agent;
      3. title to the Goods shall pass from the us to you immediately before the time at which resale occurs.
   9. Your right to possession of the Goods will terminate immediately if:
      1. You (being an individual) have a bankruptcy order made against you or make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors; or
      2. You (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of your undertaking or any part thereof, or a resolution is passed or a petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency in any jurisdiction; or
      3. You suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you, or fail to observe/perform any of your obligations under the Contract or any other contract between us and you, or are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or
      4. You encumber or in any way charge any of the Goods; or
      5. Anything analogous to the foregoing occurs in any other jurisdiction; and
      6. You breach the provisions of clause 10.
   10. If before title in the Goods passes to you and you become subject to any of the events listed in clause 10.9, without limiting any other right or remedy we may have, your right to resell the Goods or use them in the ordinary course of your business ceases immediately, and then we may at any time:
       1. Require you to deliver up all relevant Goods in your possession which have not been resold, or irrevocably incorporated into another product; and
       2. If you fail to do so promptly, enter any of your premises or any premises of a third party where the relevant Goods are stored in order to recover them.
          1. we cannot be held responsible for any cancelled Orders, loss of earnings and so forth due to delays in stock arriving after an initial date has been disclosed. By placing pre-orders you acknowledge that the exact date of stock arriving and subsequently being dispatched to you or your customer can vary.
          2. please be aware that you will be responsible for notifying us of any cancelled Orders. If the Order is shipped out, but the Order has been cancelled and we have not been notified, the invoice value for that item would still need to be paid by you.
5. WARRANTY
   1. For up to date information detailing the terms of warranty (hereinafter the “Warranty”) please visit the Website. We reserve the right to change our Warranty terms at any time. 
   2. We do not warrant that the Goods comply with the laws, regulations or standards outside the United Kingdom. 
   3. Unless otherwise agreed between the parties, we shall liaise with End Customers in respect of any Warranty claim brought by that End Customer, either directly or via a repair agent, at our discretion.   
   4. In cases where you bring a claim in connection with the Warranty on behalf of an End Customer, this claim shall be processed in accordance with clauses 11.5 to 11.11 below. 
   5. Genpower will arrange for collection of Goods, at your expense, within the Warranty period. If the fault is deemed to be covered under Warranty the collection, repair and return of the Goods will be reimbursed to you but if the collection or return is to an extended postcode such as the Scottish Highlands or offshore islands, you may be liable for all carriage costs. 
   6. Please be aware that if the fault is found to be a non-warranty fault, which could be due to lack of servicing, abuse, or lack of maintenance, then you will need to pay for the transportation, handling and workshop labour and charges will apply. 
   7. You shall be responsible, where applicable, for draining all fuel and oil from the Goods.
   8. You are responsible for safely and securely packaging the Goods ready for collection, it is advisable to keep the original packaging safe for this purpose. If original packaging is not available the item must be packed in a box which is of comparable size to the original package and that all parts and accessories must be returned with the unit 
   9. We will only accept responsibility for the Goods when they have been received and inspected at the point of delivery to ourselves.
   10. Upon completion of repairs we will arrange for the Goods to be sent back to the customer at our cost. You may be liable for costs of delivery to Highlands or offshore islands. This is to cover additional costs for transport to and from our repair centre. 
   11. At our discretion will provide a like-for-like replacement, or repair the product or any components that have failed within the Warranty period.
   12. Genpower will inform you of any costs that are outside of the Warranty before commencing any repairs.
   13. In cases where the Warranty applies to component parts, Genpower will accept photographic evidence of failed components, provided it is clear that the failure is a manufacturing defect (a photograph of the serial number will also be required). If this is not possible, the failed part must be returned to Genpower for inspection, if the parts are deemed to have failed due to a manufacturing defect, a replacement part will be issued. 
   14. We will only be liable to you for the Goods’ failure to comply with the Warranty to the extent set out in this clause 11.
   15. Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
   16. These Terms also apply to any repaired or replacement Goods supplied by us under this clause 11.
6. WARRANTY LIMITATIONS
   1. We will not be liable to you or the End Customer for breach of the Warranty if:
      1. You or the End Customer make any further use of the Goods after giving notice under clause 11.4;
      2. the defect arises as a result of us following any drawing, design or specification supplied by you or the End Customer;
      3. you or the End Customer alter or repair the Goods without our written consent;
      4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
      5. the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. 
   2. The Warranty shall not apply in the following circumstances: 
      1. Damage to the Goods by water ingestion, submersion and external water damage.
      2. Damage to the Goods caused by frost or overheating from excessive ambient temperatures or lack of ventilation.
      3. Damage to the Goods occurred while being used in a marine environment.
      4. Damage to the Goods by operation with incorrect pressure, conditions or modifications.
      5. Damage to the Goods from overloading (all Goods) or under loading (generators).
      6. Fuel related problems. (Contaminated or stale fuel, incorrect fuel/oil mixture, incorrect fuel type).
      7. Service items such as, but not limited to: spark plugs, carburettors, gaskets, filters, recoil units, cables, clips, hoses, lances, trigger guns, reals, seals, pump valves, AVRs, 12v batteries, key fob batteries are covered by a 1 year Warranty, subject to fair wear & tear.
      8. Wearing items such as but not limited to: belts, brushes, bushes, bearings, blades, trimmer heads, chains, bars, wheels and tyres are covered by a 90 day warranty.
      9. The Warranty shall be void if any modifications are made to the Goods.
      10. Any damage caused during the transit of Goods. In such cases, you must report damage to us within 24 hours, to allow us to claim from our couriers. And provide supporting evidence including pictures of damage, packaging external and internal, courier labels, machine damage and machine serial number.
      11. Inverter/circuit boards and transformers on welders/inverter generators are covered with a 2 year warranty. Damage from overloading is not covered by the Warranty.
      12. Damage to welders, and compressors in particular caused by dust/grit ingress will void the warranty.
      13. Lithium-ion batteries and chargers are covered with a standard 3 year warranty.
      14. The Warranty shall be void if records of servicing (if applicable) including hours and dates have not been kept. Copies of service history may be requested by Genpower.
      15. This Warranty is only valid for Goods imported and distributed in the UK by Genpower. We will cover the Warranty to and from a UK address. We do not provide a Warranty for any products not distributed by Genpower.
7. ORDER CANCELLATIONS AND REFUNDS
   1. You may cancel an Order provided that you inform us of the cancellation before 11am on the day the Goods in question are due to be despatched. We do not accept cancelations of Orders after this time. 
   2. In cases where Goods have been incorrectly supplied by us, such Goods shall be refunded, exchanged or replaced if they are returned within 30 days of the date of purchase of the Goods, in the same condition in which you received them with the original packaging and the product documentation, along with proof of purchase (in the form of our invoice for the original supply of the Goods).
   3. Notwithstanding clause 13.1, Special Orders are non-refundable, except at our sole discretion. 
   4. Any refunds issued by us in accordance with these Terms shall be issued using the same method originally used by you to pay for your purchase. This may take your bank approximately 3-5 working days from the date the refund is processed by us.
   5. In cases where you arrange your own return, we will not accept any responsibility for loss or damage of returning Goods during transit. 
   6. Any reference in these Terms to the refusal or return of Goods in their “original packaging” (or any similar phrase) means that the Goods must be returned in the same condition, and inside the same packaging, as they were received together with any documentation which accompanied such Goods, and must not have been used and, where applicable, must not have been removed from the sealed clear packaging. For the avoidance of doubt any mark or smell of (without limitation) fuel, toxins or rubber shall negate any refund due to you. This includes electrical items, which are supplied in sealed clear packaging.
8. LIMITATION OF LIABILITY (IMPORTANT – PLEASE READ)
   1. Notwithstanding any other provisions of these Terms, this clause 14 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and subcontractors) to you in respect of:
      1. Any breach of these Terms; and
      2. Representation, statement or tortious act or omission including negligence arising under or in connection with any Contract.
   2. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 (as amended)) are, to the fullest extent permitted by law, excluded from the Contract.
   3. Nothing in these Terms excludes or limits our liability:
      1. For death or personal injury caused by our negligence;
      2. Under section 2(3) of the Consumer Protection Act 1987;
      3. For fraud or for fraudulent misrepresentation; or
      4. For any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
   4. Subject to clause 14.3, we will not be liable to you for:
      1. Any indirect or consequential, special or punitive loss, damage, costs or expenses (including any losses to third parties, losses relating to vehicle recovery/replacement/hire vehicles, diagnostic times or otherwise);
      2. Loss of profit
      3. Loss of business;
      4. Loss of income or revenue;
      5. Loss or corruption of or damage to data;
      6. Waste of management or office time; or
      7. Depletion of goodwill.
   5. We shall have no liability for incorrect Goods purchased by you in error.  
9. TERMINATION AND SUSPENSION
   1. We may at our discretion suspend or terminate any Contract for the supply of Goods if you fail to make any payment when and as due or are otherwise in default in any of your obligations under these Terms or any Contract or any other agreement with us or if any of the events set out in clauses 10.9.1 to 10.6 occur.
   2. On the termination of any Contract for any reason:
      1. We will not be obliged to supply any Goods Ordered by you unless already paid for;
      2. All payments payable to us under the Contract will become due immediately upon termination of the Contract despite any other provision; and
      3. You will indemnify us against all costs (including any court, legal and other professional costs), losses or damages incurred by us arising directly or indirectly from any legal liability.
   3. The termination of any Contract will not affect the respective rights and liabilities of each of the parties thereto which accrued prior to such termination nor any provisions which either expressly or impliedly are to remain in operation after termination.
   4. Notwithstanding any other rights or remedies we may have under these Terms with you (and where applicable, your Group of Companies) or by law, we shall be entitled to terminate any Contract immediately on notice without any further obligation or liability to you (or your Group of Companies) where we reasonably believe that you (or any of your Group of Companies) have failed to comply with any applicable laws (including but not limited to compliance with tax laws and regulations and VAT registration).
10. ANTI-BRIBERY AND CORRUPTION
    1. You shall:
       1. Comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
       2. Not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom;
       3. Not induce or reward us or our directors, officers, representative, contractors or personnel to perform or improperly perform a function or activity in connection with these Terms or any Contract;
       4. Not directly or indirectly request, agree to receive or accept any financial or other advantage as an inducement or a reward for improper performance of a function or activity in connection with these Terms or any Contract, other than where a bona fide promotions and/or incentive is run by us (see clause 4 for further details on such promotions and incentives);
       5. If you are a business, organisation, partnership, limited liability partnership or a company, you must have and maintain in place throughout the Contract your own policies and procedures including but not limited to adequate procedures under the Bribery Act 2010 to ensure compliance with the same and to enforce where appropriate;
       6. Promptly report to us any request or demand for any undue financial or other advantage of any kind received by us or our directors, officers, representative, contractors or personnel or any undue financial or other advantage of any kind given by us in connection with the performance of this Contract.
    2. We may terminate the supply of any Goods to you forthwith if you breach any of the provisions of clause 16.1 above.
    3. Both parties shall comply with the Money Laundering and Terrorist Financing (Amendment) Regulations 2019 and any other anti-money laundering laws that shall come into effect from time to time.
11. MODERN SLAVERY

You will comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force, and include in any contracts you have with direct subcontractors and suppliers, anti-slavery and human trafficking provisions that require each of your subcontractors and suppliers to comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force.

1. SANCTIONS

Both parties will comply with the relevant economic sanctions and laws in force from time to time.

1. FORCE MAJEURE

We will not be liable for any failure in the performance of any of our obligations under these Terms or any Contract caused by factors outside our control.

1. VARIATION 

No variation or amendment of these Terms will be valid unless in writing and signed by you and our authorised representative.

1. ENTIRE AGREEMENT 

Each Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms. 

1. SEVERANCE

Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect. 

1. ASSIGNMENT
1. We may assign or transfer our rights and obligations under the Contract to another entity.
2. You may only assign or transfer your rights or your obligations under the Contract to another entity if we agree in writing. 
2. LAW AND JURISDICTION

This Contract will be governed by the laws of England and Wales and you consent to the exclusive jurisdiction of the English and Welsh courts in all matters regarding it.

1. NOTICES
   1. Any notice given under this Contract will be in writing and may be served personally, by registered or recorded delivery mail, by facsimile transmission (the latter confirmed by post), by email (evidence confirming the same by post) or by any other means which any party specifies by notice to the other.
   2. Each party’s address for the service of notice will be:
      1. Us – the address specified in clause 1 or such other address and email address as we specify by notice to you; and
      2. You – the address and email address given to us at the time an Order is placed by you.
   3. A notice will be deemed to have been served: if it was served in person, at the time of service, if it was served by post, 48 hours after it was posted and if via email once it has been transmitted.
   4. This clause shall not apply to the service of legal proceedings which must be served by post to our registered office address.
2. DATA PROTECTION
   1. Both parties shall at all times comply with UK General Data Protection Regulations and Data Protection Act 2018.
   2. Our Privacy Notice and Cookie Policy explains what personal information and personal data we collect about you, how that personal information/data is used, what your rights are, how we use, protect and disclose your information, legal basis for processing your information, information relating to cookies and data retention when you use the Website.

Portal Access

Where you are provided access to our dealer ordering portal, bulk upload facility, sFTP integration, API connection, or any other electronic ordering method made available by us from time to time, together referred to as the “Portal”, you must ensure that access is limited to your authorised employees, representatives, contractors or agents acting on your behalf, together referred to as “Authorised Users”.

Portal access is provided for business-to-business use only and is made available to support ordering by approved dealers, resellers, distributors or account customers. Portal access may be subject to additional rules, permissions, technical controls, file formats, security requirements or operating procedures communicated by us from time to time.

Account Administration and Authorised Users

You are responsible for administering and controlling access to your dealer account and Portal users. This includes:

(a) ensuring only Authorised Users have access;
(b) promptly removing or suspending access for anyone who no longer requires it, including leavers, role changes or external users;
(c) ensuring users do not share credentials and, where supported, that each Authorised User uses their own login;
(d) ensuring all information linked to your account, including contact details, trading details, delivery addresses, billing details and user lists, is accurate and kept up to date; and
(e) ensuring your internal approval processes are sufficient to control who may place orders on your behalf.

Access Credentials and Security Responsibilities

You are solely responsible for maintaining the security and confidentiality of all login credentials, passwords, access links, authentication methods, sFTP credentials, API keys or other access methods used to access the Portal or submit orders.

You must take reasonable steps to prevent unauthorised access or misuse, including appropriate internal security controls, user management, staff training and prompt removal of access where required.

You must not allow credentials or access methods to be shared, transferred, disclosed or used by anyone other than an Authorised User.

Orders Placed Through the Portal

Any order submitted through the Portal, including manual portal orders, bulk upload orders, sFTP orders, API orders or any other electronic order submitted using valid credentials, access methods or approved dealer account details, will be treated as an order submitted by an Authorised User on your behalf.

We may rely on such orders without further verification of identity, authority or internal approval, except where we reasonably suspect fraud, error, misuse, unauthorised access or breach of these terms.

By submitting an order through the Portal, you confirm that:

(a) the person submitting the order is authorised to do so on your behalf;
(b) the order has been reviewed before submission;
(c) the products, quantities, pricing, delivery details and account information are correct to the best of your knowledge;
(d) the order is submitted for business purposes; and
(e) the order is subject to these Dealer Portal terms, our applicable sales terms, and any agreed credit account terms.

The online ordering process should allow customers to review and correct order details before submission, which aligns with UK online selling guidance around order steps and error correction.

Contract Formation and Order Acceptance

Submission of an order through the Portal does not automatically mean that we have accepted the order.

Unless otherwise stated in our applicable sales terms, an order is an offer by you to purchase the relevant products. We may accept, reject, cancel or amend an order in accordance with our applicable sales terms, including where products are unavailable, pricing is incorrect, credit limits are exceeded, payment terms have not been met, or we reasonably suspect fraud, misuse or unauthorised activity.

For the avoidance of doubt, contract formation and acceptance of orders is governed by the Orders and Contract Formation section of our applicable sales terms.

Order Confirmation and Acceptance of Terms

We may require Authorised Users to actively confirm acceptance of the applicable Dealer Portal terms, sales terms and/or credit account terms during account setup, first use, order submission, bulk upload submission, sFTP onboarding, or following any material update to the terms.

We may record acceptance and order activity for audit, security, fraud prevention, operational and dispute-resolution purposes. Records may include the dealer account, user details, order number, date and time, IP address, access method, order channel, and version of the terms accepted.

This is stronger than asking for acceptance at every login because the acceptance is tied to the actual commercial transaction.

Bulk Upload, sFTP and Integrated Orders

Where we permit you to submit orders by bulk upload, sFTP, API or other integrated method, you are responsible for ensuring that:

(a) the submitted file, data or order feed is accurate and complete;
(b) the correct product codes, quantities, delivery details and account information are used;
(c) duplicate, test or erroneous files are not submitted as live orders;
(d) only Authorised Users or approved systems submit orders; and
(e) any technical issue, file error, integration error or suspected duplicate submission is reported to us promptly.

Any order received through an approved bulk upload, sFTP, API or integration method using your account credentials or approved connection details may be treated as an authorised order submitted on your behalf.

Credit Account and Payment Responsibility

Where you order on account, you remain responsible for payment of all accepted orders submitted through the Portal in accordance with your agreed credit terms.

We may suspend, restrict or withdraw Portal access, refuse orders, place accounts on hold, reduce or remove credit facilities, or require prepayment where:

(a) invoices are overdue;
(b) credit limits are exceeded;
(c) there is a dispute or concern regarding account use;
(d) we reasonably suspect fraud, misuse or unauthorised access; or
(e) you breach these terms or any applicable sales or credit account terms.

Nothing in these Portal terms limits our rights under any separate credit application, credit agreement, sales terms, invoice terms or debt recovery rights available to us.

Compromise, Misuse and Notification

You must notify us as soon as reasonably practicable if you become aware of any actual or suspected:

(a) unauthorised use of the Portal;
(b) loss, disclosure or compromise of credentials;
(c) misuse of bulk upload, sFTP, API or integration access;
(d) incorrect, duplicate or unauthorised order submission; or
(e) circumstance that materially increases the risk of unauthorised access, including the termination or role change of an individual who had Portal access.

Upon receipt of your notice, we will use reasonable endeavours to suspend, restrict or secure the affected access within a reasonable time.

Responsibility for Orders Before Suspension

You remain responsible for all orders submitted using your credentials, account details, bulk upload access, sFTP access, API credentials or other approved access methods up to the time we implement the relevant suspension or restriction.

We will not be responsible for delay in suspension where this is caused by incomplete or unclear information from you, inability to identify the affected account, user, file, credential or order, or circumstances outside our reasonable control.

Liability for Unauthorised Use

Nothing in this section excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or restricted.

Subject to the above, the Limitation of Liability section of our applicable sales terms, and to the extent permitted by law, including where applicable the reasonableness test under the Unfair Contract Terms Act 1977, we will not be liable for losses, damages, claims, costs or expenses arising from unauthorised Portal use where such use results from your failure to keep credentials secure, manage Authorised User access appropriately, maintain accurate account details, or notify us promptly of suspected compromise or misuse.

Monitoring, Audit Logs and Security Controls

We may monitor Portal activity and maintain audit logs for security, fraud prevention, operational support, order processing, account administration, compliance and dispute-resolution purposes.

Further information about how we process personal data is set out in our Privacy Policy and Cookies Policy. Where we rely on legitimate interests for security monitoring, fraud prevention, audit logging or operational protection, we will do so in accordance with applicable data protection laws. ICO guidance recognises legitimate interests as a lawful basis where the purpose is necessary and balanced against individuals’ rights and interests.

Suspension or Withdrawal of Portal Access

Without limiting any other rights we have under these terms, we may suspend, restrict or withdraw Portal access, in whole or in part, where we reasonably consider it necessary for security, suspected misuse, fraud prevention, operational reasons, overdue payment, credit risk, breach of these terms, or breach of any applicable sales or credit account terms.