Reliance On Information Posted & Disclaimer
The materials contained on our site are provided for general information purposes only and do not claim to be or constitute legal or other professional advice and shall not be relied upon as such.We do not accept any responsibility for any loss which may arise from accessing or reliance on the information on this site and to the fullest extent permitted by English law, we exclude all liability for loss or damages direct or indirect arising from use of this site.
Information about us
www.denchigroup.com is a site operated by Denchi Group Ltd; we are a company registered in England and Wales under registration number 08676692. Our registered office is Denchi House, Thurso, Caithness, KW14 7XW. Our VAT number is GB178 472077.
Accessing our site
Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if for any reason our site is unavailable at any time or for any period.
Intellectual property rights
Our site changes regularly
We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.
The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, and third parties connected to us hereby expressly exclude:All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for:loss of income or revenue;loss of business;loss of profits or contracts;loss of anticipated savings;loss of data;loss of goodwill;wasted management or office time; andfor any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above. This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
Viruses, hacking and other offences
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.
Links from our site
Jurisdiction and applicable law
Denchi Group Ltd is a UK registered trade mark of Denchi Group.
If you have any concerns about material which appears on our site, please contact email@example.com.Thank you for visiting our site.
Denchi Group is committed to ensuring that your privacy is protected. Should we at any point ask you to provide certain information by which you can be identified when using this website, then you can be assured that it will only be used in accordance with this privacy statement.
Denchi Group may change this policy from time to time by updating this page. You should check this page from time to time to ensure that you are happy with any changes. This policy is effective from 3 Feb 2022.
What we collect
We currently collect the following information as a result of your use of the website:
Contact information via ‘contact us’ form which may include your email address.
What we do with the information we gather.
We require this information to understand your needs and provide you with a better service and information. We may use the information to customize the website according to your interests.
A cookie is a small file which asks permission to be placed on your computer’s hard drive. Once you agree, the file is added, and the cookie helps analyse web traffic or lets you know when you visit a particular site. Cookies allow web applications to respond to you as an individual. The web application can tailor its operations to your needs, likes and dislikes by gathering and remembering information about your preferences.
We use traffic log cookies to identify which pages are being used. This helps us analyse data about web page traffic and improve our website in order to tailor it to customer needs. We only use this information for statistical analysis purposes and then the data is removed from the system.
Overall, cookies help us provide you with a better website, by enabling us to monitor which pages you find useful and which you do not. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us.
You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. This may prevent you from taking full advantage of the website.
Links to other websites
Our website may contain links to other websites of interest. However, once you have used these links to leave our site, you should note that we do not have any control over that other website. Therefore, we cannot be responsible for the protection and privacy of any information which you provide whilst visiting such sites and such sites are not governed by this privacy statement.
You should exercise caution and look at the privacy statement applicable to the website in question.
Controlling your personal information
In general, you may choose to restrict the collection or use of your personal information.
We do NOT collect, and we would NOT sell, distribute or lease your personal information to third parties and would not unless we have your permission or are required by law to do so. We do NOT collect, and we would NOT use your personal information to send you promotional information about third parties.
You may request details of personal information which we hold about you under the Data Protection Act 1998. If you would like a copy of the information (if any) held on you please write to firstname.lastname@example.org or Denchi House, Thurso Business Park, Thurso, Caithness, KW14 7XW, UK
1.1 “Denchi” means Denchi Group Ltd.
1.2 “Vendor” means the organization or individual named in the Purchase Order overleaf
1.1 Acceptance of this Quotation by, or on behalf of the Customer constitutes an agreement between the Customer and Denchi Group Ltd ("Denchi") of Denchi House, Thurso Business Park, Thurso, Caithness, KW14 7XW, United Kingdom.
2.1 “Component” means any component of the products supplied by Denchi.
2.2 “Confidential Information” or “Propriety Information” termed in this Agreement is defined without limitation as information and technical know-how, in tangible, written, graphic, documentary, oral, electronic or other machine readable form including but not limited to (a) information of a business, planning, marketing or technical nature, sales leads, work in progress, engineering, manufacturing, service, commercial, legal, financial and personnel information relating to existing and future business, know-how, process techniques and formulae (b) models, tools, hardware, any component thereof, material samples, computer software, programs, data, information relating to any research project, future development (c) any information obtained by examination, testing or analysis of any hardware and (d) reports, specifications, designs, plans, drawings, memoranda, notes, files or analyses, information related to inventions, techniques, processes, devices, discoveries and improvements disclosed by customer relating in any way to the subject matter of this Agreement.
2.3 “Customer” shall mean the party to whom this Quotation is addressed.
2.4 “Intellectual Property” or (IP) shall mean (whether registered or unregistered) patents, trade marks, drawings, service marks, trade names, registered designs, unregistered designs, design rights, copyrights, copyright material (including computer software) moral rights, renewal rights, reversionary rights, rights relating to confidential information or know-how and any other intellectual property rights, applications for the grant of any such rights, and all analogous or similar rights or forms of protection anywhere in the world.
2.5 “Order” shall mean any Purchase Order issued by the Customer.
2.6 “Party” shall mean either Denchi or the Customer.
2.7 “Parties” shall mean Denchi and the Customer.
2.8 “Persons” shall mean any body corporate, unincorporated association (including but not limited to any sole trader or person trading under any particular name) firm, or partnership or living person.
2.9 “Products” shall mean a deliverable under this Agreement which may include but which is not limited to any battery product, charger product or battery related product.
2.10 “Services” shall mean any services provided by Denchi under these terms and conditions to the customer, including but not limited to Consultancy Services, Managed Services, Hardware Maintenance Services to be supplied under this Agreement by Denchi to the Customer.
2.11 “Specification” means technical or descriptive specifications of functional, operational, performance or other characteristics required of a Service or Product, as attached to the Agreement Details.
2.12 A “Year” shall mean a 365 day period (or a 366 day period if that period encompasses 29th February) commencing either on the date of order acknowledgment by Denchi in accordance with Denchi’s terms and conditions or on any anniversary of such date.
2.13 Words in the singular shall also include the plural and vice versa where the context requires.
2.14 The headings in this Agreement are for convenience of reference only and shall not be deemed to be part of this Agreement or be taken into consideration in the interpretation or construction of this Agreement.
3 ENTIRE AGREEMENT
3.1 This Agreement sets forth the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior discussions, agreements, representations and understandings between them. This Agreement shall not be modified except by written document, signed by both parties.
4 PAYMENT AND CHARGES & RETENTION OF TITLE
4.1 The Customer shall pay in Sterling the charges made by Denchi in respect of the Products within twenty-eight (28) days of the submission of any invoice by Denchi. All sums stated to be payable by the Customer exclude any Value Added Tax, sales tax or similar, and any taxes, duties or imports chargeable thereon by any Government, Local Government or statutory body and such taxes, duties and imports if payable shall be born by the Customer.
4.2 All Products supplied by Denchi are subject to Denchi's full and unconditional retention of title until full and final payment of all monies owed / all sums due to Denchi are paid by the Customer. It is expressly understood, acknowledged and agreed by the Customer that this clause shall also specifically apply to all products supplied by Denchi to the Customer and to all monies outstanding under any Contract / Agreement whatsoever between Denchi and the Customer.
4.3 In the event that any additional costs are incurred by Denchi as a result of any act or omission on the part of the Customer, its employees, representatives, agents, Denchi shall be fully entitled to charge the Customer for such additional costs and the Customer expressly agrees to pay those additional costs.
4.4 The Products supplied by Denchi shall be stored separately until used and shall not be sold or transferred on to any third party until payment has been made to Denchi in full.
5.1 Upon any order being acknowledged in accordance with these terms and conditions, the Customer fully acknowledges and understands that Denchi may incur cost and expense in reliance of any order. As such, the Customer acknowledges and agrees that it may not cancel, vary or amend any order placed with Denchi (other than as identified in sub-clause 7).
5.2 In the event that the customer requires to cancel any order, it is fully acknowledged and understood by the parties that this shall require Denchi’s express written agreement. The Customer acknowledges and agrees that Denchi may have incurred costs and / or expenses (including business costs) or be contractually obligated to incur costs and / or expenses (including business costs) up to and beyond the date of any requested cancellation. Should the Customer request cancellation of any order, and subject to Denchi’s express written agreement (which the parties understand and acknowledge that Denchi has no obligation to grant), the Customer expressly agrees to fully pay Denchi for any such costs and / or expenses (including but not limited to business costs) and to pay Denchi for any and all work and services performed to the date of any agreed cancellation.
6.1 The Customer shall only use the products supplied for the purposes detailed in this Quotation and which has been fully disclosed to Denchi. The Customer expressly agrees to make full disclosure to Denchi of any specific requirements and all material facts related to the design, manufacture, use and application of the products. In the event that the Customer fails to make any such full disclosure, the Customer shall fully indemnify and hold harmless Denchi from any damages, costs incurred or to be incurred in defending any legal proceedings raised or to be raised against Denchi (including any and all legal fees (solicitor / attorney) and costs).
6.2 The Customer shall not dismantle the Products or re-sell or transfer any component parts individually to third parties.
7.1 Denchi will use reasonable endeavours efforts to deliver the Products or Services within the time agreed and, if no time is agreed, then within a reasonable time after acceptance by the Customer of the Quotation; provided that at no time shall the time of delivery or performance, as the case may be, by Denchi be of the essence. If, despite those endeavours, Denchi is unable for any reason to fulfil any delivery / performance on the specified date, Denchi will be deemed not to be in breach of this Agreement, nor (for the avoidance of doubt) will Denchi have any liability to the Customer for direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused (including as a result of negligence) by any delay or failure in delivery / performance except as set out in this clause. Any delay in delivery / performance will not entitle the Customer to cancel the order or any part thereof unless and until the Customer has given forty (40) days’ written notice to Denchi requiring the delivery / performance to be made and Denchi has not fulfilled the delivery / performance or commenced delivery or commenced performance within that period. Notwithstanding anything to the contrary contained herein, in such an event:
7.1.1 Denchi will refund to the Customer any sums which the Customer has paid to Denchi in respect of that order or part of the order which has been cancelled and not otherwise shipped or performed prior to the expiration of the forty (40) day notice period; and
7.1.2 The Customer will be under no liability to make any further payments under Clause 4 in respect of that order or part of the order, which has been cancelled, provided that Denchi has not otherwise performed all or part of such delivery of Products or the performance of Services or commenced performance of delivery of Products or performance of Services prior to the expiration of the forty (40) day notice period.
7.2 The Products shall be delivered CARRIAGE PAID TO the Customer’s premises, or alternatively, an agreed place of destination (in accordance with Incoterms 2010), unless otherwise stated in the Quotation. Denchi shall deliver the products to the carrier, and will be responsible for paying for carriage to the named place of destination. It is acknowledged and agreed that once Denchi delivers the product(s) to the carrier, the Customer shall become fully responsible for any and all additional costs.
7.3 For the avoidance of doubt, the Customer is fully responsible for any and all insurance requirements and Denchi has no liability or responsibility to the Customer for meeting any insurance cover requirements for delivery of the Products. The Customer acknowledges and agrees that Denchi has a noted interest in any insurance cover the Customer obtains for the transportation and delivery of any product(s) supplied by Denchi. It is expressly agreed and acknowledged that title in the Products shall only pass upon receipt of full payment by Denchi.
7.4 Risk in the Products shall pass when the Products are delivered to the Carrier by Denchi (in the event that subsequent carriers are used for the carriage to the agreed destination, the risk passes when the products have been delivered to the first carrier).
7.5 The Customer expressly agrees and acknowledges that the Customer shall be fully and unconditionally responsible for obtaining and paying costs of all import licenses and authorisations and carry out all import formalities. In the event of any failure to obtain any such import licenses and / or authorisations, it is expressly acknowledged and agreed that Denchi shall have no liability to the Customer. In the event of any failure to obtain any required import licenses and / or authorisations, the Customer shall at all times continue to be liable to Denchi for the payment of the invoice sum.
7.6 The Customer acknowledges and understands that the Customer must take delivery of the products from the time the products have been delivered to the carrier by Denchi.
7.7 The Customer acknowledges and understands that the Customer will pay any and all additional costs once the products have been delivered to the carrier, including but not limited to unloading, lighterage, wharfage at the port of destination and pay any and all costs relating to import formalities including duties, taxes and other charges including transshipment.
7.8 If the Customer specifies and Denchi agrees and acknowledges in writing a time for shipping and / or specified port of destination, the Customer acknowledges and agrees that the Customer shall provide Denchi with sufficient notice.
7.9 The Customer acknowledges and agrees that the Customer shall require to pay for the costs of pre-shipment inspection(s).
7.10 The Customer acknowledges and agrees that the Customer shall require to pay all costs associated with securing any documentation from the country of origin or export as required for import and shall fully reimburse Denchi for any and all costs incurred in providing such documentation or assistance.
7.11 Denchi shall use reasonable endeavors to deliver the products within the time agreed when the customer order is acknowledged by Denchi in accordance with Denchi terms and conditions and, if no time frame is agreed, then within a reasonable time. For the avoidance of doubt, time of delivery performance of any obligations under this Agreement by Denchi will not be of the essence.
8 EXPORT / IMPORT CONTROL
8.1 All products and / or services supplied under this Agreement are subject to any necessary export procedures of the United Kingdom Government and any export / import laws and procedures of any other relevant country. In the event that the Customer fails to provide any or all of the following or should any of the following events arise:
8.1.1 Any information required by Denchi in order that the export licence application may be processed by the U.K. Government Department of Trade and Industry or;
8.1.2 Any information required to meet any export / import procedures of any relevant country or;
8.1.3 Should the Customer fail to provide any required End User Undertaking or other Undertaking as required by Denchi or any UK Government Department body including but not limited to the Department of Trade and Industry or;
8.1.4 Should the export licence application be rejected by any U.K. Government Department including but not limited to the Department of Trade and Industry or;
8.1.5 Should the export licence be issued but be subsequently revoked by any U.K. Government Department including but not limited to the Department of Trade and Industry then Denchi shall have no liability to the customer (including but not limited to responsibility to the Customer to deliver the products or provide any services).
8.2 Should any event detailed in sub-clause 8.1 arise, the Customer expressly agrees and acknowledges that it shall be liable to Denchi for any and all costs / expenses incurred (including but not limited to business costs / expenses) and any costs / expenses Denchi is contractually obligated to incur up to and beyond the date of any event detailed in clause 8.1 above. The Customer expressly agrees to pay Denchi for any such costs / expenses and to pay Denchi for any and all work / services performed.
8.3 The Customer expressly acknowledges and agrees that the Customer shall not sell, transfer, lease or otherwise dispose of the products and / or services (including any technical information provided by Denchi in accordance with UK Export Control requirements) in any manner which is contrary to the laws of the United Kingdom including but not limited to any UK Export Control requirements.
8.4 The Customer expressly acknowledges and agrees that the Customer shall not export the Products or any technical information provided by Denchi in accordance with UK Export Control requirements directly or indirectly through any third (3rd) party to any of the countries or locations against which any economic sanction is imposed under resolutions approved by the Security Council of the United Nations, as long as such resolutions remain valid and effective and in so far as the Products remain the “prohibited subject” of which export to such countries is prohibited thereunder.
8.5 In the event that the Customer breaches any such obligations as detailed in clause 8 to this Agreement, the Customer acknowledges and agrees that the Customer shall indemnify and hold harmless Denchi from any and all liabilities, fines, penalties, costs (including but not limited to legal costs) for any such breach of the aforementioned clauses and any breaches or violations of any UK laws; and / or UK Export Control Requirements; and / or UN Sanctions.
9.1 In the event of any breach of Denchi’s express obligations under Clauses 7, and 10 the remedies of the Customer will be limited to damages.
9.2 Denchi does not exclude its liability (if any) to the Customer:
9.2.1 For breach of Denchi’s obligations arising under section 12 of the Sale of Goods Act 1979 or section 2 of the Sale and Supply of Goods and Services Act 1982;
9.2.2 For personal injury or death resulting from Denchi’s negligence;
9.2.3 Under section 2(3) of the Consumer Protection Act 1987;
9.2.4 For any matter which it would be illegal for Denchi to exclude or to attempt to exclude its liability for; or
9.2.5 For fraud.
9.3 Without prejudice to any liability on the part of the Denchi referred to in Clause 7 and 10, Denchi’s total liability (inclusive of any liability under Clauses 7 and 10) for any breach of its contractual obligations under this Agreement or for any representation, statement or tortious act or omission, including negligence, arising under or in connection with the Agreement shall not exceed one hundred and twenty five percent (125%) of the Agreement value.
9.4 Except as provided in Clauses 7, 10, 9.2 and 9.3, Denchi will be under no liability to the Customer whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss even if such loss was reasonably foreseeable or Denchi had been advised of the possibility of the Customer incurring the same howsoever caused arising out of or in connection with:
9.4.1 Any of the Products, or the manufacture or sale or supply, or failure or delay in supply, of the Products by Denchi or on the part of Denchi’s employees, agents or sub-contractors;
9.4.2 Any of the Services, or the performance of the Services, or failure or delay in the performance, of the Services by Denchi or on the part of Denchi’s employees, agents or sub-contractors;
9.4.3 Any breach by Denchi of any of the express or implied terms of the Agreement;
9.4.4 Any use made or resale by the Customer of any of the Products, or of any product incorporating any of the Products;
9.4.5 Any statement made or not made, or advice given or not given, by or on behalf of Denchi.
9.5 Except as set out in Clauses 7, 10, 9.2 and 9.3, Denchi hereby excludes to the fullest extent permissible in law, all conditions, warranties and stipulations, express (other than those set out in the Agreement) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Customer.
9.6 Each of Denchi’s employees, agents and sub-contractors may rely upon and enforce the exclusions and restrictions of liability in Clause 7, Delivery, and Clauses 9.1 to 9.5 in that person’s own name and for that person’s own benefit, as if the words “its employees, agents and sub-contractors” followed the word Denchi wherever it appears in those clauses.
9.7 The Parties each confirm that all the exclusions and limitations of liability set out in this Agreement are fair and reasonable having regard to all relevant circumstances including the resources of Denchi; the availability of insurance to Denchi; the strength of the bargaining position of the parties; any inducement to Denchi to accept the exclusions and limitations; the Customer’s knowledge of the existence and extent of the exclusions and limitations; and whether the Services were provided to the special order of the Customer.
9.8 On termination of this Agreement (for whatever reason), this clause 9 will remain in effect.
10.1 Denchi will, free of charge, within a period of 12 months from the date of delivery of the Products or performance of Services which are proved to the reasonable satisfaction of Denchi to be damaged or defective or not comply with agreed Specification due to defects in material, or workmanship or design (other than a design made, furnished or specified by the Customer), repair, or at its option replace, such Products or re-perform such Services. This obligation will not apply where:
10.1.1 The Products have been improperly altered in any way whatsoever, or have been subject to misuse or unauthorised repair;
10.1.2 The Products have been improperly installed or connected;
10.1.3 Any maintenance requirements relating to the Products have not been complied with;
10.1.4 Any instructions as to storage, handling or use of the Products have not been complied with in all respects; or
10.1.5 The Customer has failed to notify Denchi of any defect or suspected defect within fourteen (14) days of the delivery where the defect should be apparent on reasonable inspection, or within fourteen (14) days of the same coming to the knowledge of the Customer where the defect is not one which should be apparent on reasonable inspection, and in any event within twelve (12) months from the date of delivery or performance.
10.2 Denchi will refund to the Customer the cost of carriage on the return of any such defective or damaged Products, and will deliver any repaired or replacement Products to the Customer at Denchi’s own expense.
10.3 Any Products, which have been replaced, will belong to Denchi. Any repaired or replacement Products will be liable to repair or replacement under the terms specified in clause 10.1 for the unexpired portion of the twelve (12) month period from the original date of delivery of the replaced Products.
10.4 In the event that any product(s) returned to Denchi under these warranty provisions are determined by Denchi to be non-warranty returns, the Customer fully acknowledges and agrees that the Customer shall be fully liable for any and all costs (including business costs, time and labour) incurred by Denchi (including any and all such costs Denchi is obligated to incur as a result of the return of the product(s) to Denchi. Said costs shall include but not be limited to the following: investigation costs, labour costs, purchase or hire of any required equipment, disposal costs, return of any product(s) to the customer.
11.1 Either party shall have the right to make general references to the work performed hereunder in press releases or promotional materials, but neither party shall include therein any detailed information concerning the work or any confidential or proprietary information without the written consent of the other, which consent shall not be unreasonably withheld.
12.1 Each party shall take all reasonable measures to keep confidential (such confidentiality obligations are in addition to the terms and conditions of any Non Disclosure Agreement or Confidentiality Agreement between the parties) following the date of acceptance of this offer all information which is received from the other party under this Agreement and which is specified by the disclosing party to be confidential at the time of disclosure or which may come to one party’s knowledge or is disclosed to it as a result of visiting the premises of the other party.
12.2 This obligation shall not apply to information which either at the time of disclosure or after disclosure is published or generally available to the public other than through a breach hereof or information already in the receiving party’s possession at the time of receipt and which was not acquired directly or indirectly from the disclosing party or information acquired by the receiving party in good faith from a third party.
12.3 Denchi and the Customer expressly acknowledge and agree that no licences or rights of use are granted to said Confidential and/ or Proprietary Information without the express written consent of Denchi.
13 CUSTOMER’S SAMPLES ETC.
13.1 As soon as practicable after acceptance of any Quotation, the Customer shall arrange free of charge and risk to Denchi, the delivery to Denchi of any samples, equipment, materials and/or information required by Denchi in order to supply the Products and / or Services under this Agreement.
14 SPECIAL CONDITIONS
14.1 In the event of any conflict between the terms contained herein, the order of prevalence shall be:
14.1.1 Any Special Conditions specified in this Agreement;
14.1.2 These General Terms and Conditions of Supply.
15 INTELLECTUAL PROPERTY & PROPRIETARY INFORMATION
15.1 All patents (registered or unregistered), trademarks, trade secrets, copyrights, trade names, service marks and any other intellectual property rights owned and / or operated by Denchi shall unconditionally remain the property of Denchi and no licences or rights of use are granted to the said Intellectual Property without the express written consent of Denchi. All drawings, designs, models, tools, tooling, jigs, hardware, fittings, material samples, including but not limited to all components thereof, processes, technical know-how are the property of Denchi and will not be transferred as a result of this Agreement. For the avoidance of doubt, no rights or licenses are created by this Agreement. Any third (3rd) party Intellectual Property Rights belong to that third (3rd) party and no rights or licenses to that third (3rd) party Intellectual Property Rights are created by this Agreement.
15.2 The Customer fully acknowledges and understands that any and all intellectual property rights created, to be created or in existence as a result of any product produced or service provided in accordance with this agreement shall belong exclusively to Denchi. Any third (3rd) party Intellectual Property Rights belong to that third (3rd) party and no rights or licenses to that third (3rd) party Intellectual Property Rights are created by this Agreement.
16 CUSTOMER’S ORDER
16.1 Unless specifically agreed otherwise in writing by the Customer and Denchi, the terms contained in any purchase order or any other form of contract document or piece of correspondence (irrespective of manner of communication electronic or otherwise) issued by the Customer to Denchi shall not apply in any way whatsoever to the provision of the Products except for the purposes of specifying the Customer’s contact reference number(s) and the Customer’s relevant invoicing address(es).
17 MATERIAL SAFETY DATA SHEETS – STORAGE HANDLING & CHARGING INSTRUCTIONS
17.1 A copy of the Material Safety Data Sheet (hereafter referred to as “MSDS”) and a copy of the Storage, Handling and Charging Instructions (“SHCI”) in the English language shall be provided to the Customer. The Customer has the responsibility of providing copies of the MSDS and SHCI to any third party who acquires (in any form – whether by sale or any form of transfer) the products. The MSDS and SHCI may not be amended or altered in any form without the express written authorisation of Denchi
17.2 Charging Instructions. In the event that the Customer requires a translation of the MSDS the SHC or any other document into any language other than the English language, it is expressly and fully understood by the Customer that the Customer shall be solely and exclusively responsible for determining this requirement (specifically including but not limited to any third party requirements communicated to the Customer). In the event that the products will be sold or transferred by the Customer to any non-English speaking third party, it will be the exclusive responsibility of the Customer to identify any such requirements. In the event that the MSDS and SHCI require to be translated for any non-English speaking party (either the Customer or any third party), it is fully and unconditionally understood by the Customer that the Customer shall immediately advise Denchi of this requirement (by all of the following methods)
17.2.1 by telephone call and;
17.2.2 faxed letter detailing the scope of the telephone request and referencing the date, time and member of Denchi staff involved in the telephone call; and
17.2.3 the forwarding of the original letter referenced in 17.2.2 above to Denchi by recorded delivery.
17.3 Upon receipt of the request for translation as detailed in 17.2 above, Denchi shall instruct an authorised translator to provide a translated copy. It is further acknowledged and understood by the Customer that any costs / fees for this translation shall be met by the Customer. In the event that a translated version of the MSDS and SHCI documents are required prior to transportation of the Products from Denchi's premises, it is understood and acknowledged by the Customer and Denchi that Denchi shall not be liable under this Agreement to supply the Products until the translation has been provided.
17.4 In the event that the Customer fails to notify Denchi of any of the requirements detailed in clause 17 (including any sub-clause) regarding the MSDS and the SHCI documents, the Customer expressly and unconditionally agrees to fully indemnify and hold harmless Denchi from any and all claims, losses, damages, costs and expenses, attorney / legal fees (including but not limited to any personal injury, death, damage to property (whether or not damage to property occurred to Customer’s property or any third party property) in any jurisdiction.
18.1 No rights or obligations under this Agreement may be assigned by either party hereto without the prior written consent of the other party, except that Denchi may, upon written notice to the Customer, assign Denchi’s rights and obligations under this Agreement to any company which is directly or indirectly controlling, controlled by or is under common control with Denchi, subject to such company undertaking to observe and perform terms and conditions similar to those contained in this Agreement insofar as such terms and conditions are applicable to and capable of observance and performance by such company. For the purposes of this Agreement, ‘'control’' means the direct or indirect ownership of the majority of the stock giving entitlement to vote upon the election of directors or persons performing similar functions.
18.2 Neither Denchi nor the customer shall assign, delegate nor attempt to assign or delegate any of its rights, duties or obligations, whether in whole or in part, or in order manner transfer its interest in this Agreement as matter of law pursuant to a merger, consolidation, or reorganisation with any presently existing (at time of execution) subsidiary, division or element of the customer or Denchi. In the event a party is granted written permission to make an assignment, it shall nevertheless remain fully and completely liable for the assignee’s performance hereunder in the same extent and manner as the assignee.
19 FORCE MAJEURE
19.1 Denchi shall not be liable in any circumstances for any failure whatsoever to perform any of its obligations hereunder where such failure is due to any cause beyond its reasonable control (including without limitations, any act of God, outbreak of hostilities, riot, civil disturbance, acts of terrorism, acts of any Government or Authority including (but not limited to) refusal and / or revocation of any licence (including export / import licence), fire explosion, earthquake, lightening, storm, hurricane, accident, failure of public services, absence of transport facilities, flooding or severe flooding, breakdown of machinery, default of suppliers or sub-contractors (including but not limited to any Force Majeure occurrence as detailed herein), difficulty or increased expense in obtaining workmen, materials, products, component parts or raw materials in connection with the performance of this Agreement, theft or malicious damage, labour disputes or strike lockout or other industrial action).
20.1 Any provision of this Agreement prohibited by, or unenforceable under, applicable law shall be ineffective to the extent of such prohibition and shall be replaced by an enforceable provision to the same or nearest possible equivalent effect. Notwithstanding the forgoing, the other provisions hereof shall continue in effect unless the ineffectiveness of any provision shall substantially alter the nature of the relationships between the parties as contemplated herein.
21.1 Either party may terminate this Agreement (without prejudice to the rights and privileges under this Agreement) with immediate effect by providing written notice to the other party on or at any time after the occurrence of any of the following events in relation to the other party:
21.1.1 A material breach by the other party of any of its obligations and the defaulting party has failed to cure the material breach within thirty (30) days of written notice by the non-defaulting party giving details of the material breach
21.1.2 Winding-up receivership etc administration order
21.1.3 Arrangement with creditors
22 EXERCISING OF RIGHTS
22.1 The failure by Denchi to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or any other right or remedy available to Denchi under this Agreement. It is also expressly acknowledged and agreed by the Customer that any exercise or partial exercise of any right or remedy under this agreement shall not prohibit or prevent Denchi from exercising that same right or remedy or any other right or remedy in the future.
23 LEGAL NOTICE
23.1 Any legal notice shall be delivered or sent by facsimile and recorded delivery notice (or by courier service) to the facsimile number and address detailed in this Agreement (or such other address or facsimile number as may have been notified in writing). Any such notice shall be deemed to have been delivered upon the expiration of forty eight (48) hours after posting and in the case of facsimile transmission upon expiry of twelve (12) hours after dispatch.
24.1 Acceptance of this Quotation or the placement of a purchase order in reliance of this quotation by, or on behalf of the Customer constitutes an Agreement made in England and subject to the exclusive laws and jurisdiction of the Courts of England.
24.2 Denchi and the Customer expressly agree and acknowledge that the Courts of England shall have exclusive jurisdiction over this Agreement and any dispute arising from this Agreement (including but not limited to the supply of products in accordance with this Agreement).
Terms and Conditions of Purchase
1.1 “Denchi” means Denchi Group Ltd.
1.2 “Vendor” means the organization or individual named in the Purchase Order overleaf
1.3 “Party” means Denchi or Vendor; “Parties” means Denchi and Vendor
1.4 “Articles‟ in these conditions means goods and/or services, including results, reports, drawings, designs, computer software, semiconductor topography, information, inventions, trade and service marks, and any other deliverables supplied by the Vendor under the Contract.
1.5 „The Contract Price‟ means the price payable by Denchi to the Vendor for the Articles, inclusive of packaging, marketing, handling, freight and delivery to the address specified in the Purchase Order overleaf, insurance and any other applicable costs and charges but excluding Value Added Tax properly chargeable thereon, which shall also be paid by Denchi. The said price shall unless otherwise agreed, be firm, fixed and not subject to any adjustment whatsoever.
1.6 „Contract‟ means the Purchase Order, any document referred to therein, these Terms and Conditions of Purchase and any amendment expressly agreed in writing by the parties hereto EXCEPT THAT if this purchase is covered by a Framework Contract (agreed in writing by the parties) the terms and conditions of the said Framework Agreement shall apply unless agreed otherwise.
1.7 „Documentation and Information‟ means any specifications, plans, drawings, patterns or samples or any other information issued by Denchi in aid of the Contract, in any format whether written, electronic or oral.
1.8 „Intellectual Property Rights‟ means any patent, copyright, trademark, registered design or unregistered design right or other industrial or intellectual property right and all rights in any applications for the foregoing.
1.9 „Denchi Property‟ means any materials, component parts or equipment, which are owned by Denchi.
1.10 The headings in this Contract are for convenience of reference only and shall not be deemed to be part of this Contract or be taken into consideration in the interpretation or construction of this Contract.
2.1 The Articles shall be in accordance with the Vendor‟s specification therefor and/or as described in and required by the Documentation and Information, as the case may be, and any other requirements specified in the Contract.
2.2 The Articles shall conform in all respects with the requirements of any statutes, orders, regulations or laws (including any relevant British Standard or ISO Specifications) from time to time in force.
3.1 The Vendor shall observe all applicable legal requirements in relation to health, safety and environment.
4 DOCUMENTATION AND INFORMATION; CONFIDENTIALITY
4.1 Unless otherwise expressly agreed in writing, the Intellectual Property Rights in all Documentation and Information remain vested in Denchi.
4.2 The Vendor undertakes to use solely for the purposes of the Contract, and to keep confidential, and not to copy or disclose to any third party (except as strictly necessary for the purposes of the Contract), all Documentation and Information except in respect of Documentation and Information which is published or generally available to the public otherwise than through a breach hereof by the Vendor or which the Vendor can show was known to the Vendor prior to disclosure by Denchi or which was acquired by the Vendor in good faith from a third party.
4.3 At the completion of the Contract, the Vendor shall return all Documentation and Information received from Denchi under this Contract and all copies thereof as may have been made by or on behalf of the Vendor.
5 Denchi PROPERTY
5.1 Any Denchi Property issued or provided to the Vendor pursuant to this Contract shall remain the property of Denchi and shall be used only in the execution of the Contract. If, by any action of the Vendor, any such Denchi Property is damaged or rendered unusable or irreparable, the Vendor shall reimburse the repair or replacement cost to Denchi as the case may be.
5.2 At the completion of the Contract, the Vendor shall return to Denchi, free of charge to Denchi, the issued Denchi Property including any unused materials or component parts in the same condition as provided by Denchi except for fair wear and tear.
6.1 Denchi shall inspect the Articles after delivery to the address specified in the Purchase Order overleaf.
6.2 Denchi may inspect or arrange for the inspection of the Articles, or any of them, in course of production, at the Vendor‟s premises, at any reasonable time. Inspection under this Condition shall not relieve the Vendor of any of his obligations under the Contract.
7.1 Denchi may reject any Article, which on inspection in accordance with Condition 6 is found not to conform to any of the requirements of the Contract (including but not limited to any specification or design).
7.2 The Vendor shall be notified as soon as possible of Denchi‟s rejection of any Article. Upon receipt of notification, he shall at his own expense collect the rejected Articles within 5 working days.
7.3 The Vendor shall agree with Denchi a revised timescale for the supply of replacement Articles.
8.1 If required by the Contract, the Vendor shall install, commission and demonstrate that the Articles operate to the satisfaction of Denchi.
8.2 Articles shall not be deemed to be accepted until Denchi has had a reasonable period of time to accept the Articles.
9 PACKING, IDENTIFICATION AND DELIVERY
9.1 Each consignment must be accompanied by an Advice Note. As a minimum this must include: order number and delivery address, all as specified in the Purchase Order overleaf.
9.2 Failure by the Vendor to incorporate the above details in the Advice Note may result in the Articles being rejected. Any costs associated with abortive deliveries shall be borne in full by the Vendor.
9.3 Deliveries via Goods Inwards will only be accepted Monday-Friday between 08.30-15.30.
9.4 Unless otherwise provided by the Contract all containers (including packing cases, boxes, tins, drums and wrappings) supplied by the Vendor shall be considered as non-returnable, and their cost as having been included in the Contract Price.
9.5 The Vendor shall ensure that the Articles are properly packed and secured for safe delivery to Denchi in accordance with the Contract.
9.6 The Vendor shall ensure that, prior to the delivery or transfer of any hazardous material to Denchi, the Vendor shall provide Denchi with the appropriate Material Safety Data Sheet prior to such delivery or transfer. The Vendor shall also ensure that any such hazardous material shall be packaged and delivered in compliance with all applicable regulations.
10 TIMESCALE FOR DELIVERY
10.1 Any time or period specified in the Purchase Order overleaf for delivery, dispatch or completion shall be of the essence. In the event of any occurrence which places the „promised dock‟ at risk, the Vendor shall immediately contact Denchi to review the implications.
11 RECOVERY OF SUMS DUE
11.1 Whenever under the Contract any sum of money shall be recoverable from or payable by the Vendor, the same may be deducted from any sum then due, or which at any time thereafter may become due, to the Vendor under the Contract or under any other contract with Denchi.
12 OWNERSHIP AND RISK
12.1 Subject to the provisions of Condition 12.2 hereof, property and risk in the Articles shall pass to Denchi on arrival of the Articles at Denchi‟s premises at the address specified in the Purchase Order overleaf.
12.2 All Intellectual Property Rights in respect of any information generated by the Vendor and paid for by Denchi under this Contract shall vest in Denchi.
12.3 Except as provided in Condition 12.2 hereof, nothing in this Contract shall affect either Party‟s Intellectual Property Rights subsisting at the commencement of this Contract.
13.1 Should the Articles or any portion thereof not be delivered within the time or times specified in the Contract or the Vendor has breached any other obligation under this Contract and which has not been remedied or cannot be remedied within thirty (30) days of written notice by Denchi of such breach, Denchi may without prejudice to any remedy available to Denchi whether express or implied under the terms and conditions of this Contract or at law, by notice to the Vendor determine the Contract either as regards the Articles which have not been delivered in accordance with the Contract at the time of such determination, or as regards all Articles to which the Contract relates.
13.2 Where Denchi have determined the Contract under Condition 13.1 and without prejudice as aforesaid Denchi may replace all or any of the Articles as respects which the contract is so determined by purchasing or manufacturing other Articles of the same or similar description, or by allocating other Articles of the same or similar description in the possession or control of Denchi to the purposes for which the Articles replaced are required, there shall be recoverable from the Vendor the amount by which the aggregate of the cost of purchasing and of manufacturing Articles in this way and of the value of any Articles allocated as aforesaid exceeds the amount which would have been payable to the Vendor in respect of all the Articles so replaced if they had been delivered in accordance with the Contract, provided that Denchi will not seek to make such recovery in cases where the delay in executing the Contract is due to the Force Majeure conditions stipulated in Condition 23 hereof.
14 BANKRUPTCY, ETC
14.1 Denchi shall have the option to determine the Contract in the event the Vendor becomes bankrupt, has a receiving or administration order made against him, or receivers or managers appointed by creditor, or a winding-up order made by the Court, without compensation to the Vendor.
15 TERMINATION FOR CONVENIENCE
15.1 In addition to Denchi‟s other rights of cancellation specified herein, Denchi may cancel the Purchase Order and any Order amendment thereto at any time by sending the Vendor a notice of termination. The Vendor will comply with any instructions that Denchi may issue with regard to the Articles. If the Vendor submits a termination claim, then Denchi will pay to the Vendor the cost of any commitments, liabilities or expenditure which in Denchi‟s reasonable opinion were a consequence of this Contract at the time of termination. The total of all payments made or due to the Vendor under this Contract, including any termination payment, shall not exceed the Contract Price. If the Vendor fails to submit a termination claim within 3 months of the date of Denchi‟s notice of termination, then Denchi shall have no further liability under the Contract.
16 TRANSFER AND SUB-LETTING
16.1 The Vendor shall not give, bargain, sell, assign, sub-let (except as is customary in the trade), or otherwise dispose of the Contract or any part thereof without the previous consent in writing of Denchi.
17 WARRANTY AND LIABILITY
17.1 If within 24 months, or such other period as is agreed, after the Articles shall have been taken into use, there shall appear in the Articles any defect which under proper use shall arise from faulty design, materials, manufacture or workmanship or provision of services and Denchi shall give notice thereof in writing to the Vendor, the Vendor shall, at his own expense, make good the defects either by repair, or at the option of the Vendor by the supply of a replacement; provided that the Vendor shall not be responsible in respect of a defect in the Articles attributable to a design made or furnished by Denchi. Any such repaired or replaced Article shall itself be warranted for 24 months (or such other period as is agreed) after such repair or replacement.
17.2 If the Vendor so requires, the defective Articles or defective parts thereof shall be returned to the Vendor, carriage paid by the Vendor. The Vendor shall deliver within a reasonable time any repaired or replacement Articles free of charge.
17.3 In the event that the Vendor becomes aware of data showing that defaults or non-conformances exist in articles similar to the Articles which may adversely affect the performance or operation of the Articles, the Vendor shall immediately notify Denchi, and the provisions of this Condition 17 shall apply.
17.4 The Vendor shall be liable for and shall indemnify Denchi against liability for all personal injury or loss of property suffered by Denchi, servants of Denchi or third parties, which shall be occasioned by or shall have arisen out of the negligence of the Vendor or his servants, agents or subcontractors in connection with the execution or purported execution of the Contract. In this Clause, the expression „loss of property‟ includes, but is not limited to, damage, loss and destruction; and the expression „injury‟ includes, but is not limited to, sickness and death.
17.5 The Vendor‟s liability under this Condition shall be in addition to any condition or warranty implied by law as to the quality or fitness for any particular purpose of Articles delivered.
18 INFRINGEMENT OF PATENTS
18.1 With the exception of Articles made to Denchi‟s design or instructions, the Vendor warrants that neither the Articles nor Denchi‟s use of them will infringe any patent, registered design, trade mark, copyright or other protected right, and hereby indemnifies Denchi against all actions, claims, demands, costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any such right.
19 COMPLIANCE WITH EXPORT REGULATIONS
19.1 The Vendor shall comply with import/export laws and licences and regulations of any applicable country or jurisdiction. The Vendor agrees that it will not transfer any export controlled item, data or service, including transfer to foreign persons, without the authority of an Export Licence or applicable licence exception. Unless otherwise instructed by Denchi, the Vendor shall obtain any necessary or required export licences and/or authorisations.
19.2 The Vendor shall include with the Articles a certified statement that the Articles do or do not (as the case may be) fall under the jurisdiction of (i) the United States Department of Commerce pursuant to 15 CFR Parts 730-774 (and if so shall specify the Export Control Classification Number or EAR99 as appropriate) and (ii) the United States Department of State pursuant to 22 USC 2778, 90 Stat.744 (and if so shall specify the Munitions List Category).
19.3 Failure by the Vendor to comply with this condition 19 shall be a breach of this Contract.
20.1 The Contract shall be considered as a contract made in England and subject to English Law and the exclusive jurisdiction of the Courts of England.
21.1 The Vendor agrees that any terms or conditions of business published or issued, or any terms or conditions of Contract or general reservations which may be printed on any correspondence or documents (other than any Special Terms and Conditions agreed between Denchi and the Vendor) shall not be applicable and that these Conditions, having been read and understood, will take precedence.
22 PAYMENT TERMS
22.1 Payment will be made 60 days from when a correctly rendered invoice is received provided that Denchi has accepted the Articles.
22.2 Invoices shall show the amount and rate of Value Added Tax each as a separate item.
22.3 Invoices should be submitted at the time of delivery.
23. FORCE MAJEURE
23.1 If, by reason of any acts of nature, war, hostilities, act of God, civil disturbance, acts of terrorism, fire, explosion or severe flooding, industrial or governmental action outside the reasonable control of either Party (each, a “Force Majeure”), a Party becomes unable to meet its obligations under this Agreement, such Party shall, immediately upon becoming aware of such delay, give the other Party notice in writing requesting an extension of time in order to fulfil its obligations to the other Party.
23.2 Once both Parties have determined that the failure to meet obligations is indeed due to the Force Majeure circumstances, the Parties shall agree to a reasonable extension of time for the defaulting Party to fulfil its obligations. The defaulting Party shall not be entitled to any extension of time unless the defaulting Party shall have used all reasonable endeavours to prevent and minimise any such delay and to do all that may be reasonably required to proceed with the supply of the Articles.
The Waste Batteries & Accumulators
As a producer of industrial batteries under the Waste Batteries and Accumulators Regulations 2009, we Denchi Group Ltd produce Lithium-ion batteries. We are obliged to take back free of charge, waste industrial batteries supplied to an end user for treatment and recycling. We are required to do this in any calendar year we place new industrial batteries on the market. If any of our customers or in certain cases other end users, require us to take back Industrial batteries, they should contact us at email@example.com. We will agree the necessary arrangements for the return, proper treatment and recycling of the waste industrial batteries.