Terms and Conditions
INTRODUCTION
Zaptec U.K. Ltd is a company registered in England and Wales (with company number 13185808), our registered office address is C/O Clear Accountancy Services Ltd, E-Innovation Centre, Priorslee, Shropshire, England, TF2 9FT (“Zaptec”).
Our main trading address is C/O Clear Accountancy Services Ltd, E-Innovation Centre, Priorslee, Shropshire, England, TF2 9FT, and our VAT number is 385256176.
Zaptec U.K Ltd operate the website at https://uk.zaptec.shop where the Web Shop (as defined below) is located. We manufacture and supply electric vehicle charging solutions which are made available for purchase in its Web Shop.
The Web Shop is available to installers, wholesalers, electrical contractors, larger electric vehicle installers, house builders, and any other purchaser of electric vehicle charging solutions, each of which purchase the charging solutions in the course of their business. Charging solutions will not be sold directly to consumers via the Web Shop.
These Conditions and the Contract are made only in the English language.
1. INTERPRETATIONS
The following definitions and rules of interpretation apply in these Conditions.
1.1. Definitions:
1st and 2nd Level Support: 1st Line Support will include UK telephone support or via the Zaptec support portal. 2nd Line Support will involve more detailed diagnosis and repair requiring support from Zaptec AS and Zaptec UK Limited remotely or onsite. 1st and 2nd Line Support are limited to Zaptec hardware and software solutions only.
Approved Installer: a person who is authorised by Zaptec (and such authorisation is confirmed in writing) to install and repair the Products. For the avoidance of doubt, you (or any Customer) must be registered with Zaptec as an Authorised Installer to fall under this definition, and use of the Web Shop does not deem you an Authorised Installer.
Conditions: these terms and conditions.
Contract: this contract under which Zaptec supplies the Products, in accordance with the Order, these Conditions, any applicable Mandatory Policies and the Warranty.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and Controls, Controlled and the expression change of Control shall be construed accordingly.
Customer: the person or firm who purchases the Products from the Supplier, and any reference to “you” or “your” will be a reference to the Customer.
Effective Date: the date the Contract takes effect, as set out in the Contract Details.
Excluded Products: the Zaptec Products identified by Zaptec as (i) Zaptec Go, and (ii) Zaptec Pro, which are excluded from any warranty given under these Conditions in accordance with clauses 4.1 to 4.3 below.
Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
Mandatory Policies: Zaptec’s guides, policies, handbooks, instructions, manuals and procedures as provided or made available to you by Zaptec from time to time (including but not limited to any documentation found at https://zaptec.com/en/for-partners/ as updated from time to time, or any instructions and manuals for Authorised Installers).
Onward Transfer: has the meaning given to it in clause 7.1.
Order: the Customer's order for the Products, as set out in the Customer's purchase order form in the Web Shop in accordance with clause 2.
PECR: the Privacy and Electronic Communications (EC Director) Regulations 2003 and any replacing or superseding legislation.
Products: the products of the type and specification manufactured and sold by Zaptec and described in the Order together with any other products developed by Zaptec and which Zaptec may make available for sale in the Web Shop but excluding any products which Zaptec ceases to manufacture.
Zaptec’s Guarantee: Zaptec's standard Guarantee covering the Excluded Products, as available on Guarantee – Zaptec EN, as updated by us from time to time.
Trademarks: the trademark registrations and applications available on and any further trademarks that Zaptec may, by express notice in writing, permit or procure permission for, you to use in respect of the Products and their Onward Transfer.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
Web Shop: the online platform in which you can purchase the Products from Zaptec, for installation and/or sale to your end-customers.
Zaptec: the supplier of the Products, with the company details as stated at the beginning of these Conditions, and party to this Contract. Any reference to “us”, “we” or “our” shall be a reference to Zaptec.
1.2. Interpretation:
a) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.
b) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
c) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
d) A reference to writing or written includes email.
2. THE CONTRACT AND ORDERS
2.1. These Conditions apply to the Contract. Subject to clause 15 below, no other terms are implied by trade, custom, practice or course of dealing.
2.2. Please follow the onscreen prompts to place an Order. Each order is an offer by you to buy the Products specified in such Order subject to these Conditions.
2.3. The Order constitutes an offer by the Customer to purchase the Products, and our Order process allows you to check and amend any errors before submitting an Order. You are responsible for ensuring that your Order is complete and accurate.
2.4. After you place an order, you may receive an acknowledgement that we have received it, but please note that this does not mean that your Order has been accepted.
2.5. The Order shall only be deemed to be accepted when Zaptec issues a written acceptance of the Order (the “Order Confirmation”), at which point the Contract shall come into existence.
2.6. You shall place an Order and shall buy the Products for your own account for Onward Transfer, resale, installation and/or any other form of transfer of ownership under, and in accordance with, this Contract.
2.7. This Contract will continue in full force and effect until all Orders have been fulfilled by us.
2.8. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.9. If we are unable to supply you with the Products or complete an Order for any reason, we will inform you of this by email and we will not process your Order. If you have already paid for the Products, we will refund you the full amount as soon as possible.
3. THE PRODUCTS
3.1. The Products are described in the Web Shop. Although we have made every effort to display the Products accurately, the images of the Products on our Web Shop and website are for illustrative purposes only.
3.2. Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our Web Shop have a 2% tolerance.
3.3. We reserve the right to amend the specification of the Products if required by any applicable statutory or regulatory requirement.
4. WARRANTY
4.1. The Zaptec Guarantee will apply in respect of all Excluded Products, and contains all statements, guarantees and warranties given in respect of those Excluded Products.
4.2. Except as provided in the Zaptec Guarantee, Zaptec shall have no liability to the Customer in respect of the Excluded Products failure to comply with any warranty set out in the Zaptec Guarantee.
4.3. Due to the existence of the Zaptec Guarantee in respect of the Excluded Products, the following clauses 4.4 to 4.7 will not apply to the Excluded Products.
4.4. Zaptec warrants that on delivery , and for a period of 12 months from the date of delivery (the “Warranty Period”), the Products, excluding those covered by our 5 year Guarantee shall:
a) conform in all material respects with their description;
b) be free from material defects in design, material and workmanship; and
c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
4.5. Subject to clause 4.6, if:
a) you give notice in writing to Zaptec during the Warranty Period within 30 days of discovery that some or all of the Products do not comply with the warranty set out in clause 4;
b) Zaptec is given a reasonable opportunity of examining such Products; and
c) you (if asked to do so by Zaptec) returns such Products to Zaptec's place of business at your cost,
d) Zaptec shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full.
4.6. Zaptec shall not be liable for the Product's failure to comply with the warranty set out in clause 4.1 if:
a) you make any use of such Products after giving notice in accordance with clause 5.a);
b) the defect arises because you failed to follow Zaptec's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same;
c) you (or any end-customer) alters or repairs such Products in any way that is in conflict with Zaptec’s instructions, or Mandatory Policies, or by any person who is not an Approved Installer, without the written consent of Zaptec; or
d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
4.7. Except as provided in this clause 4, Zaptec shall have no liability to the Customer in respect of the Products’ failure to comply with the warranty set out in clause 4.4.
4.8. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract (and where relevant, unless expressly stated in the same, the Zaptec Guarantee).
4.9. These Conditions (and in respect of the Excluded Products, the Zaptec Guarantee) shall apply to any repaired or replacement Products supplied by Zaptec.
5. DELIVERY
5.1. Zaptec shall deliver the Products to the Customer’s address as notified to Zaptec in an Order (“Delivery Address”), and will confirm an estimated delivery date in our Order Confirmation.
5.2. Risk in the Products will transfer to the Customer on delivery to the Delivery Address.
5.3. Title shall not pass to the Customer until Zaptec has received payment of such Product(s) in full (in cash of cleared funds).
5.4. Delivery is completed and the Customer shall be deemed to have accepted delivery of the Products when they are made available at such Delivery Address.
5.5. Within 30 days of the Products being delivered to the Delivery Address, you shall inspect the Products for any obvious defects. If you fail to inspect the Products as set out in this clause 5.5, you shall lose its right to make any warranty claims for any faults, damages, or defects that could reasonably have been discovered on inspection.
5.6. If you fail to take delivery within 7 days after the day on which we notified you that the Products were ready for delivery, we may resell part of, or all the Products.
5.7. Whilst Zaptec will use all reasonable endeavours to ensure delivery is made in accordance with any agreed dates, any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
5.8. Subject to clause 5.9, if Zaptec fail to deliver the Products, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Products.
5.9. Zaptec shall not be liable for any delay in delivery of, or failure to deliver, the Products that is caused by a Force Majeure Event or the Customer's failure to provide Zaptec with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
6. PRICE AND PAYMENT
6.1. The price of the Products shall be the price set out in the check-out process (on the “cart page”), before you confirm your order.
6.2. Prices for our Products may change from time to time, but changes will not affect any Order that has been confirmed.
6.3. All sums payable under this Contract, or otherwise payable by any party to any other party under this Contract, are exclusive of:
a) delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order;
b) any VAT chargeable on the supplies for which such sums (or any part of them) are the whole or part of the consideration for VAT purposes;
c) all other taxes, import duties, levies, insurance or freight charges; and
d) any other additional expenses, costs and charges incurred in the performance of your obligations under this Contract (including where applicable, any costs incurred with an Authorised Installer), unless Zaptec has expressly agreed in advance in writing to pay such expenses, costs and charges.
6.4. Payment for the Products and all applicable delivery charges is either:
a) in advance, during the check-out process when placing your Order; orb) within 30 days of the date of any invoice received from Zaptec.
6.5. We will not charge your debit card or credit card until we dispatch your Products.
6.6. If the Customer fails to make a payment due to Zaptec under the Contract by the due date, then, without limiting Zaptec’s remedies under clause 10, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
6.7. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. RESALE & ONWARD TRANSFER
7.1. You are permitted to resell or otherwise transfer the ownership of the Products in the United Kingdom only (an “Onward Transfer”).
7.2. For the avoidance of doubt, no Onward Transfer, resale, installation of the Products or otherwise is permitted outside of the United Kingdom under this Contract, unless the Customer has received prior written consent from Zaptec.
7.3. Any Order or Products purchased by you which are subject to an Onward Transfer in accordance with this clause 7, are supplied to you for Onward Transfer on a non-exclusive basis, and nothing in this Contract will prevent or limit the sale of Products by Zaptec or any third party. Zaptec shall as such be free to appoint any other installer, distributor, reseller or agent for the Products in the United Kingdom or worldwide.
7.4. You undertake and agree with Zaptec that at all times during the course of undertaking, or completing, an Onward Transfer or installation of the Products (or undertaking any services in relation to an Onward Transfer or installation in respect of the Products), you will:
a) comply with, and perform such services in accordance with, all relevant Mandatory Policies, or written instructions, that we provide to you from time to time;
b) perform such services with all reasonable care, skill and diligence in accordance with best practice in Zaptec's industry, profession or trade;
c) where you are an Approved Installer, use all reasonable endeavours to ensure such installation of our Products is completed free from material defects in workmanship; and
d) comply with, following and undertake any relevant services in accordance with all up-to-date electrical regulations relating to the installation of electric vehicle charging points.
7.5. Zaptec will on request from the Customer provide it’s recommended retail pricing for the Products. Please contact the Zaptec sales team for further information.
7.6. It is your responsibility to ensure that all Products are installed (i) by an Approved Installer, and (ii) in accordance with the Mandatory Policies (or any written instructions of Zaptec). Any installation by anyone who is not an Approved Installer, will invalidate any warranty (including but not limited to the warranty given in clause 4 above), or Zaptec Guarantee.
7.7. Zaptec will not be liable for any fault in or failure with the Products arising following installation by anyone who is not an Approved Installer.
7.8. You must ensure any recipient of an Onward Transfer is aware of the requirement to use an Approved Installer, and the consequences of allowing installation by anyone who is not an Approved Installer.
7.9. You shall ensure that every location and site where the Products are to be installed meet the technical specifications for installation available at https://zaptec.com/en/for-partners/. and register all assets to the Zaptec portal.
7.10. You shall be responsible for providing 1st and 2nd Level Support to all customers and Authorised Installers in accordance with the guidelines and standards provided by us.
7.11. You shall keep all stocks of the Products that it holds in conditions appropriate for their storage, and provide appropriate security for the Products, all at your own cost.
7.12. Each party has the right to market the Products and their respective services, provided that at all times any marketing materials relating to the Products (written or otherwise) are approved in advance by Zaptec.
7.13. The parties shall assist each other with any marketing materials intended for advertising, marketing, campaigns, and/or media coverage. Such material will include all illustrations, Product photos, press photos, Product information, and any other relevant or associated information or materials.
7.14. Zaptec’s name, brand, material and Products, must be used in accordance with the current Zaptec brand policy, practice and guidance. Marketing guidelines will be made availed by Zaptec within the Mandatory Policies, or as provided from time to time.
7.15. The parties shall exchange marketing materials and information concerning the Products and any common concepts or services, to ensure a unified and consistent brand message.
8. LIMITATION OF LIABILITY
YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
8.1. References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or (iv) defective products under the Consumer Protection Act 1987.
8.3. Neither party shall under any circumstances be liable to the other for: (i) any loss of profit, revenue, or anticipated savings; or (ii) any loss that is an indirect or secondary consequence of any act or omission of the party in question.
8.4. The total liability of either party to the other in respect of all other loss or damage arising under or in connection with this Contract, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall in no circumstances exceed £500,000 for the entire term of this Contract.
8.5. In the event that you are an Authorised Installer, your total liability in respect solely of any damage to Zaptec’s property caused by your (or your employee’s) negligence as an Authorised Installer in connection with this Contract shall be limited to the replacement value of Zaptec’s property.
8.6. Except as expressly stated in these Conditions, we do not give any representations, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Conditions 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 Products are suitable for your purposes.
9. TRADEMARKS
9.1. Zaptec grants you the non-exclusive right to use the Trademarks in the promotion, advertisement and Onward Transfer of the Products, subject to, and for the duration of, this Contract.
9.2. You acknowledge and agree that all rights in the Trademarks shall remain in Zaptec, and that you have and will acquire no right in them by virtue of the discharge of its obligations under this Contract, except for the right to use the Trademarks as expressly provided in this Contract.
9.3. You shall not, without our prior written consent:
a) alter or make any addition to the labelling or packaging of the Products displaying the Trademarks.b) make any addition or modifications to the Products or to any advertising and promotional materials supplied by us; or
c) alter, deface or remove any reference to the Trademarks, any reference to us or any other name attached or affixed to the Products or their packaging or labelling.
d) sub-license, assign, transfer, charge, or otherwise encumber the right to use, reference, or designate the Trademarks to any other party.
9.4. On termination of this Contract for any reason, you shall immediately stop using all or any part of the Trademarks.
9.5. You shall ensure that any website or promotional material that you use for the Onward Transfer of the Products only includes approved images of the Products which are available at https://zaptec.com/en/for-partners/, and that the website is of a suitable standard and quality.
10. TERMINATION
10.1. Without limiting its other rights or remedies, either party may terminate this Contract with immediate effect by giving written notice to the other party if the other party:
a) commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
b) fails to pay any amount due under the Contract on the due date for payment;
c) suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
d) financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
10.2. Without limiting its other rights or remedies, Zaptec may suspend provision of the Products under the Contract or any other contract between the Customer and Zaptec if the Customer becomes subject to any of the events listed in clauses 10.1.b) to 10.1.d) above, or Zaptec reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
10.3. Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
10.4. On termination of the Contract for any reason the Customer shall immediately pay to Zaptec all of the Zaptec’s outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, Zaptec shall submit an invoice, which shall be payable by the Customer immediately on receipt.
10.5. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
11. FORCE MAJEURE
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Contract by giving 14 days' written notice to the affected party.
12. CONFIDENTIALITY
12.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 12.2.
12.2. Each party may disclose the other party's confidential information:
a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12; and
b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.
13. RECORD-KEEPING
The Customer undertakes to maintain (and share with Zaptec) appropriate, up-to-date and accurate records to enable the immediate recall of any Products or batches of Products. These records shall include records of Product ownership transfers and any house builds or developments which contain Products.
14. PRODUCT RECALLS
You shall, at Zaptec’s cost, give any assistance that we reasonably require to recall, as a matter of urgency, Products from the retail or wholesale market.
15. ENTIRE AGREEMENT
15.1. Subject to clauses 15.2 and 15.3 below, the Contract (including, only where applicable, the Zaptec Guarantee) 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 the Contract.
15.2. In the event that the Customer has entered into (and signed) a separate and independent agreement with Zaptec which relates to the subject matter of this Contract, such agreement will form part of the overall agreement between the parties and be read (and interpreted) in conjunction with this Contract.
15.3. Neither this Contract, nor the separate agreement as described in clause 15.2 above, will override the other, and in the event of any conflict or ambiguity between the terms of such separate agreement, and the terms of any of the documents comprising this Contract, a term contained in such executed separate agreement will prevail.
16. VARIATION
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
17. WAIVER
A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
18. SEVERANCE
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
19. NOTICES
19.1. Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
a) delivered by hand, and shall be deemed to have been received at the time the notice is left at the proper address;
b) by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case), and shall be deemed to have been received at 9.00 am on the second working after posting; or
c) sent by email to the usual business email address of the other party (as used in the parties communications from time to time), and shall be deemed to have been received at the time of transmission, or, if that time falls outside of the other parties usual working hours, when such working hours resume.
20. THIRD PARTY RIGHTS
The Contract is between you and us. No other person has any rights to enforce any of its terms.
21. STATUS OF PARTIES
Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party, and as such you shall not without our prior written confirmation or consent:
a) represent yourself as an agent of Zaptec for any purpose without written agreement from us;
b) give any condition or warranty, or make any representation on our behalf;
c) commit us to any contracts;
d) otherwise incur any liability for or on our behalf; or
e) make any promises or guarantees about the Products beyond those contained in the promotional material supplied by us.
22. INSURANCE
Customers shall maintain in force an adequate level of public liability insurance sufficient to protect against the risks associated with this Contract and any associated services provided in connection with the Products.
23. COMPLIANCE WITH THE LAW
23.3. Additionally, and for the avoidance of doubt, in any Onward Transfer or any other onward sale, installation, or supply of the Products in accordance with these Conditions (and any Mandatory Policies supplied to you from time to time), you shall at your own expense comply with all laws and regulations relating to your activities relating to this Contract, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
24. DATA PRIVACY
24.1. The parties shall each be responsible for complying with their relevant obligations under UK GDPR and PECR.
24.2. Zaptec confirms that all personal data will be processed in accordance with its Privacy Policy, which can be found here: https://uk.zaptec.shop/pages/privacy-policy
25. ASSIGNMENT & TRANSFER
We may assign or transfer our rights and obligations under the Contract to another entity. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
26. GOVERNING LAW & JURISDICTION
This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.
END.