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AnyPower Limited – B2B Terms & Conditions of Sale

Effective Date: 01/09/2025

These Terms & Conditions of Sale (“Terms”) govern all sales of products by AnyPower Limited (“Seller”, “we”, “us”, or “our”) to business customers (“Buyer”, “you”, or “your”). By placing an order, you agree to be bound by these Terms.

1. Definitions

  • Contract – The agreement for the sale of goods between Seller and Buyer incorporating these Terms.

  • Goods – Any products supplied by Seller to Buyer.

  • Order – The Buyer’s request to purchase Goods, subject to acceptance by Seller.

2. Basis of Sale

  • These Terms apply to all B2B transactions and override any conflicting terms provided by Buyer unless expressly agreed in writing.

  • No variation shall be binding unless agreed in writing by an authorised officer of Seller.

3. Orders & Acceptance

  • Orders are subject to acceptance in writing by Seller.

  • Seller reserves the right to refuse any Order at its discretion.

  • Buyer is responsible for ensuring Order accuracy.

4. Pricing & Payment

  • Prices are exclusive of VAT, duties, tariffs, and shipping unless otherwise stated.

  • Payment terms are [e.g., 30 days from invoice date] unless otherwise agreed in writing.

  • Interest of 8% above the Bank of England base rate will accrue daily on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

  • Seller reserves the right to withhold or cancel delivery if payment is outstanding.

5. Delivery & Risk

  • Delivery dates are estimates only; Seller shall not be liable for delays beyond its reasonable control.

  • Risk passes to Buyer upon delivery to the delivery location.

  • Title to Goods remains with Seller until payment in full is received.

6. Inspection & Returns

  • Buyer must inspect Goods upon delivery. Any shortages, damages, or defects must be reported in writing within 7 days of delivery.

  • Returns require Seller’s prior written authorisation and are subject to inspection.

  • Non-faulty Goods returned at Seller’s discretion may be subject to a 20% restocking fee.

7. Warranty

  • Goods are supplied with manufacturer’s warranties only.

  • Seller warrants that Goods are free from material defects at delivery.

  • Seller’s liability under warranty is limited to repair, replacement, or credit at its discretion.

  • Warranty does not cover misuse, improper installation, unauthorised modification, or fair wear and tear.

8. Limitation of Liability

  • Seller’s total liability under any Contract shall not exceed the price paid for the Goods giving rise to the claim.

  • Seller shall not be liable for:

    • Loss of profit, revenue, or business.

    • Consequential, indirect, or special losses.

    • Delays or failures due to circumstances beyond Seller’s reasonable control (force majeure).

  • Nothing in these Terms limits liability for death or personal injury caused by Seller’s negligence or fraud.

9. Import & Compliance

  • Buyer acknowledges that Goods may be imported and undertakes to comply with all applicable UK laws, regulations, and standards (including UKCA/CE requirements) when reselling or installing Goods.

  • Seller is not responsible for delays or issues arising from customs clearance, duties, or international shipping.

10. Cancellation & Termination

  • Orders may not be cancelled by Buyer without Seller’s written consent.

  • Custom or special-order Goods are non-cancellable and non-returnable.

  • Seller may suspend or terminate a Contract immediately if Buyer breaches these Terms or becomes insolvent.

11. Intellectual Property

  • All intellectual property rights in Goods, designs, documentation, and branding remain the property of Seller or its licensors.

  • Buyer may not reproduce, modify, or misuse Seller’s intellectual property without prior consent.

12. Confidentiality

  • Both parties shall keep confidential all commercial, technical, and financial information obtained through the business relationship, unless disclosure is required by law.

13. Force Majeure

  • Seller shall not be liable for failure or delay in fulfilling obligations due to events beyond its reasonable control, including but not limited to natural disasters, strikes, transport delays, government restrictions, or pandemics.

14. Governing Law & Jurisdiction

  • These Terms and any Contract are governed by the laws of England and Wales.

  • The parties submit to the exclusive jurisdiction of the courts of England and Wales.

15. Entire Agreement

  • These Terms constitute the entire agreement between Buyer and Seller and supersede any prior agreements or representations.