BUSINESS TO BUSINESS TERMS OF SALE

1. Definitions

In these Terms of Sale, the following definitions apply:

Battery Covers Ltd means Battery Covers Ltd, a company registered in England and Wales, whose registered office is at Bellstone House, Friday Street, Painswick, GL6 6QJ, trading as a subsidiary of Embrace Renewables Ltd.

Customer means any business, trader, installer, wholesaler, distributor, or other commercial entity that places an order with Battery Covers Ltd under these Terms. These Terms do not apply to consumers.

Order means a purchase order, verbal order, or any request to purchase submitted by the Customer to Battery Covers Ltd.

Contract means the agreement formed between Battery Covers Ltd and the Customer upon Battery Covers Ltd's acceptance of an Order, incorporating these Terms.

Products means the solar battery and inverter enclosures and related items supplied by Battery Covers Ltd, including any components, accessories, or ancillary items forming part of an Order.

Installation Guidelines means the printed assembly and installation instructions supplied with the Products and the accompanying video guidance available on the Battery Covers Ltd website, as updated from time to time.

Trade Portal means the trade customer account facility available on the Battery Covers Ltd website, through which registered trade customers may access trade pricing and place orders.

Wholesale Portal means the wholesale customer account facility available on the Battery Covers Ltd website, through which registered wholesale customers may access wholesale pricing and place orders.

Agreed Pricing means any individually negotiated pricing agreed between Battery Covers Ltd and a specific Customer and confirmed in writing.

Invoice Factoring Provider means Close Brothers or any other third party finance provider to whom Battery Covers Ltd may assign its right to receive payment under a Contract.

Confidential Information means any pricing, discount, or commercial information communicated by Battery Covers Ltd to the Customer that is not publicly available, including but not limited to Agreed Pricing and volume discount structures.

White Label Supply means the supply of Products by Battery Covers Ltd for resale by the Customer under the Customer's own brand.

Intellectual Property means all patents, trademarks, design rights, copyright, trade secrets, and other intellectual property rights whether registered or unregistered.

2. Basis of Contract and Application of Terms

2.1 These Terms Apply to All Trade Sales

These Terms of Sale apply to every Contract between Battery Covers Ltd and the Customer for the supply of Products. They take precedence over any other terms, including any terms the Customer seeks to introduce whether in a purchase order, on the Customer's own letterhead, by email, or otherwise. Battery Covers Ltd's acceptance of a Customer's order does not constitute acceptance of the Customer's own terms and conditions, and any purported application of the Customer's terms is expressly rejected.

No variation to, or departure from, these Terms is binding on Battery Covers Ltd unless agreed in writing and signed by an authorised representative of Battery Covers Ltd.

2.2 How a Contract Is Formed

A Contract is formed when Battery Covers Ltd accepts the Customer's Order. Acceptance occurs at whichever of the following happens first:

    •  Battery Covers Ltd issues a written order confirmation or invoice to the Customer.

    •  Battery Covers Ltd despatches the Products to the Customer.

    •  In the case of a written quotation issued by Battery Covers Ltd, the Customer provides written acceptance of that quotation within the validity period stated on it.

A Customer's purchase order, account registration, or request to purchase does not itself constitute acceptance by Battery Covers Ltd. Battery Covers Ltd reserves the right to decline any Order at its discretion and without being required to provide a reason.

2.3 Quotations

Any quotation issued by Battery Covers Ltd is valid for the period stated on it or, where no period is stated, for 14 days from the date of issue. Quotations are not offers capable of acceptance and do not bind Battery Covers Ltd until a Contract is formed in accordance with clause 2.2.

2.4 Existing Customers

Customers who have previously transacted with Battery Covers Ltd without formal written terms are notified that these Terms of Sale apply to all Orders placed from the date these Terms are communicated to them. Continued ordering following that communication constitutes acceptance of these Terms.

3. Products and Intended Use

3.1 Product Description

Battery Covers Ltd supplies passive aluminium enclosures designed to house solar battery and inverter systems. The Products are intended for external mounting on buildings with a ventilation gap maintained between the enclosure and the wall surface. The Products do not contain active electrical components. The outer face of the enclosures uses VOX FrontoMAX PVC cladding, which carries CE marking and a fire classification of D s3, d0 under PN EN 13501 1:2019.

3.2 Intended Use

The Products are designed and intended solely for the external housing of solar battery and inverter systems, installed in accordance with the Installation Guidelines by a suitably qualified and competent person. The Customer must not use or permit the use of the Products for any purpose other than their intended use.

3.3 Limitations of Use

The Products must not be used in the following circumstances without the prior written agreement of Battery Covers Ltd:

    •  Installation on buildings classified as Higher Risk Buildings under the Building Safety Act 2022, being buildings over 18 metres in height or 7 storeys, unless the Customer has first obtained appropriate professional advice confirming compliance with all additional requirements applicable to such buildings and confirmed this in writing to Battery Covers Ltd.

    •  Housing of batteries or inverters for which the Product has not been confirmed as compatible.

    •  Any use that conflicts with applicable building regulations, planning permissions, fire safety requirements, or electrical regulations.

    •  Any modified or altered configuration that has not been approved in writing by Battery Covers Ltd.

3.4 Product Specifications

Battery Covers Ltd reserves the right to amend, update, or discontinue any Product specification at any time. Where a specification change would materially affect an outstanding Order, Battery Covers Ltd will notify the Customer and provide the option to cancel that Order without charge. Battery Covers Ltd will use reasonable endeavours to ensure product continuity for customers with ongoing requirements but gives no guarantee that any specific Product or specification will remain available indefinitely.

3.5 Technical Documentation

Battery Covers Ltd can provide technical and fire performance documentation relating to the cladding materials used in its Products on request. Provision of this documentation is for information purposes only and does not constitute a warranty or representation that any specific installation will comply with applicable building or fire safety regulations. Compliance assessment remains the sole responsibility of the Customer, installer, and building owner.

4. Pricing

4.1 Pricing Structure

Battery Covers Ltd operates the following pricing tiers, each of which is accessible only to customers registered on the relevant portal or holding a relevant account:

    •  Trade pricing, available to customers registered on the Trade Portal.

    •  Wholesale pricing, available to customers registered on the Wholesale Portal.

    •  Agreed Pricing, issued in writing to specific customers at Battery Covers Ltd's discretion.

All prices are stated exclusive of VAT unless expressly stated otherwise. VAT will be added at the applicable UK rate prevailing at the date of invoice.

4.2 Volume Breaks

Battery Covers Ltd may from time to time make volume pricing available at certain order quantities. Any volume pricing is offered at Battery Covers Ltd's sole discretion and may be amended, suspended, or withdrawn at any time and without notice. Volume pricing does not form part of any standing arrangement between the parties unless expressly confirmed in writing as a fixed term agreement.

4.3 Price Changes

Battery Covers Ltd reserves the right to change its prices at any time. The price applicable to any Order will be the price confirmed in the order acceptance or invoice at the time the Contract is formed. Price changes will not affect Orders already accepted by Battery Covers Ltd.

4.4 Confidentiality of Pricing

Where Agreed Pricing has been communicated to the Customer, that pricing is Confidential Information. The Customer must not disclose it to any third party, including other customers of Battery Covers Ltd, competitors, or any other person. Breach of this obligation entitles Battery Covers Ltd to terminate the Customer's account and any existing Contracts immediately and to seek damages for any loss suffered as a result of the disclosure.

5. Payment

5.1 Payment Terms

Payment is due in full in pounds sterling at the point of order unless credit terms have been expressly offered and accepted in writing by Battery Covers Ltd. Where credit terms have been granted, payment is due within 30 days of the date of invoice. Credit terms are offered at Battery Covers Ltd's sole discretion and may be withdrawn at any time.

Battery Covers Ltd reserves the right to require payment upfront or at the point of order from any Customer who has not been granted credit terms, whose credit terms have been withdrawn, or whose account is overdue.

5.2 Invoice Factoring

Battery Covers Ltd operates an invoice factoring arrangement with Close Brothers, its Invoice Factoring Provider. Certain invoices may be assigned to the Invoice Factoring Provider, in which case the Customer's payment obligation in respect of those invoices will be owed to the Invoice Factoring Provider rather than directly to Battery Covers Ltd. The Customer will be notified of the relevant payment details where this applies and must comply with those payment instructions.

The assignment of an invoice to the Invoice Factoring Provider does not affect the Customer's obligations under these Terms. Battery Covers Ltd retains the right to enforce all other provisions of these Terms regardless of any assignment of payment rights.

5.3 Late Payment

If the Customer fails to pay any invoice by the due date, Battery Covers Ltd reserves the right to:

    •  Charge interest on the overdue amount at the rate of 8 percentage points above the Bank of England base rate per annum, accruing daily from the due date until the date of actual payment, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

    •  Recover reasonable debt recovery costs incurred in collecting the overdue amount.

    •  Suspend all further supply to the Customer without liability until all overdue amounts are paid in full.

    •  Withdraw any credit terms previously granted and require payment upfront for all future Orders.

    •  Set off any amounts owed by the Customer against any sums owed by Battery Covers Ltd to the Customer.

5.4 Deposits

Battery Covers Ltd may require a deposit or partial payment in advance for larger or bespoke orders. The amount of any deposit will be agreed at the time of order. Deposits are non refundable in the event of cancellation by the Customer unless otherwise agreed in writing at the time the deposit is taken. Where a deposit has been paid and Battery Covers Ltd is unable to fulfil the Order through no fault of the Customer, the deposit will be refunded in full.

5.5 Credit Assessments

Battery Covers Ltd reserves the right to carry out credit checks on any Customer before granting or continuing credit terms. The granting of credit terms is at Battery Covers Ltd's sole discretion. Battery Covers Ltd may decline to grant credit terms to any Customer and is not required to provide reasons for any such decision.

6. Delivery

6.1 Delivery Method

Battery Covers Ltd delivers Products using third party courier services. Battery Covers Ltd will use reasonable endeavours to deliver within any timeframe indicated at the time of order, but all delivery dates and timeframes are estimates only and are not guaranteed. Battery Covers Ltd is not liable for any loss, cost, or damage arising from delays in delivery caused by the courier, weather conditions, or any other event outside Battery Covers Ltd's reasonable control.

6.2 Delivery Address

The Customer is responsible for providing an accurate and complete delivery address at the time of order. Battery Covers Ltd accepts no responsibility for failed or delayed deliveries arising from an incorrect or incomplete address provided by the Customer. Any additional costs incurred as a result of an incorrect address will be charged to the Customer.

6.3 Risk and Title

Risk in the Products passes to the Customer on delivery to the address specified in the Order. Title to the Products passes to the Customer only on receipt of payment in full for those Products.

Until title passes, the Customer:

    •  Holds the Products as bailee for Battery Covers Ltd and must store them separately from their own stock, clearly identified as the property of Battery Covers Ltd.

    •  Must keep the Products in satisfactory condition and insured against all risks for their full replacement value.

    •  Must not sell, transfer, charge, or otherwise dispose of the Products.

    •  Must promptly notify Battery Covers Ltd if they become subject to any insolvency event.

Battery Covers Ltd reserves the right to recover Products from the Customer's premises where title has not passed and the Customer is in breach of these Terms or is subject to an insolvency event. The Customer grants Battery Covers Ltd an irrevocable licence to enter its premises for this purpose on reasonable notice.

6.4 Inspection on Delivery

The Customer must inspect all Products on delivery. Any damage, shortfall, or discrepancy must be notified to Battery Covers Ltd in writing within 48 hours of delivery. Battery Covers Ltd will not accept liability for damage, shortfall, or discrepancy notified after this period unless the Customer can demonstrate that the issue was not reasonably discoverable on inspection at the time of delivery. Notification should be sent to toby@embracerenewables.com with photographic evidence where possible.

7. Warranty

7.1 Battery Covers Ltd Warranty

Battery Covers Ltd warrants that the Products, at the time of delivery:

    •  Are of satisfactory quality and free from material defects in materials and workmanship.

    •  Conform to their description as set out in the Battery Covers Ltd product documentation current at the time of order.

This warranty applies for a period of 24 months from the date of delivery. It is subject to the exclusions set out in clause 7.2 and the installation obligations set out in clause 9.

7.2 Warranty Exclusions

The warranty in clause 7.1 does not apply to defects or damage arising from:

    •  Incorrect installation, including failure to follow the Installation Guidelines.

    •  Modification or alteration of the Product by any person other than Battery Covers Ltd.

    •  Misuse or use of the Product outside its intended purpose.

    •  Fair wear and tear.

    •  Damage caused by weather events, vandalism, or other external forces beyond Battery Covers Ltd's control.

    •  Housing of incompatible batteries or inverters in the enclosure.

    •  Failure to comply with applicable building regulations, electrical regulations, or fire safety requirements.

    •  Any cause arising after risk in the Products has passed to the Customer.

7.3 Warranty Claims

To make a warranty claim, the Customer must contact Battery Covers Ltd at toby@embracerenewables.com within the warranty period, providing a description of the defect, photographic evidence, proof of purchase, and where relevant details of the installation. Battery Covers Ltd will assess each claim promptly and, where a valid warranty claim is established, will at its discretion repair or replace the affected Product at no cost to the Customer.

If a warranty claim is declined, Battery Covers Ltd will communicate the reason for its decision. The Customer may, if dissatisfied with that decision, refer the matter to dispute resolution in accordance with clause 15.

7.4 Manufacturer Warranty

The cladding material used in Battery Covers Ltd Products (VOX FrontoMAX) carries a separate manufacturer warranty provided directly by Profile VOX Sp. z o.o. That warranty is for 30 years in respect of structural performance and 2 years in respect of colour durability for installations in the United Kingdom. Battery Covers Ltd can provide the relevant warranty documentation on request. The VOX manufacturer warranty is separate from and in addition to the Battery Covers Ltd warranty set out in this clause.

8. Returns and Cancellation

8.1 Returns of Non Faulty Goods

Battery Covers Ltd does not accept returns of Products that are not defective. Where a Customer has ordered incorrectly, including selecting the wrong colour, size, or specification, Battery Covers Ltd will consider return requests on a case by case basis at its sole discretion. Any agreed return must be in the original, unused, and undamaged condition in its original packaging. Battery Covers Ltd reserves the right to charge a restocking fee for any agreed return of non faulty goods.

The statutory right to cancel available to consumers under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 does not apply to business to business transactions. Customers have no right to return Products solely on the basis of a change of mind.

8.2 Cancellation

Orders may not be cancelled after they have been accepted by Battery Covers Ltd without Battery Covers Ltd's prior written consent. Where cancellation is agreed, Battery Covers Ltd reserves the right to:

    •  Retain any deposit paid.

    •  Invoice the Customer for all costs and losses reasonably incurred up to the point of cancellation, including materials, labour, and overhead costs.

9. Installation Obligations and Pass Through Requirements

9.1 Competent Installation

The Customer must ensure that all Products are installed by a suitably qualified and competent person in accordance with the Installation Guidelines. Battery Covers Ltd does not require installers to hold any specific industry accreditation as a condition of purchase, but the Customer acknowledges that incorrect installation of the Products may constitute a safety risk and accepts full responsibility for ensuring competent installation.

9.2 Pass Through of Installation Guidelines

This clause is a material term of these Terms of Sale. Where the Customer is supplying the Products to a third party installer, subcontractor, or end user rather than installing the Products themselves, the Customer must:

    •  Provide the Installation Guidelines in full to the installer or end user before or at the time of supply of the Products.

    •  Not supply the Products without ensuring that the Installation Guidelines accompany them.

    •  Take all reasonable steps to confirm that the installer or end user has received and understood the Installation Guidelines before installation commences.

    •  Retain a record confirming that the Installation Guidelines were passed on, which must be made available to Battery Covers Ltd on request.

Battery Covers Ltd will not accept liability for any loss, damage, or injury arising from installation that was not carried out in accordance with the Installation Guidelines, whether or not the Customer passed on those guidelines. The Customer's obligation to pass on the Installation Guidelines is not reduced or modified by this provision.

9.3 Ventilation

The ventilation gap specified in the Installation Guidelines is a critical safety feature of the Product. The Customer must ensure that the ventilation gap is maintained in all installations and must not install or permit the installation of the Product in any configuration that closes, reduces, or compromises the ventilation gap. Any installation that does not maintain the required ventilation gap is expressly outside the scope of Battery Covers Ltd's warranty and the Customer accepts full liability for any consequences arising from such an installation.

9.4 Prohibited Modifications

The Customer must not and must not permit any third party to modify, alter, or adapt the Product in any way that is inconsistent with the Installation Guidelines, that affects the structural integrity of the enclosure, that reduces or compromises ventilation, or that could affect the fire performance of the cladding. Any such modification voids Battery Covers Ltd's warranty and may give rise to a claim under the indemnity provisions in clause 11.

9.5 Higher Risk Buildings

The Customer must not install or permit the installation of the Products on any building classified as a Higher Risk Building under the Building Safety Act 2022 (being a building over 18 metres in height or 7 storeys) without first:

    •  Obtaining appropriate professional advice from a suitably qualified fire safety or building compliance consultant confirming that the installation of the Products is compliant with all applicable requirements.

    •  Confirming in writing to Battery Covers Ltd that such advice has been obtained and that the installation has been assessed as compliant.

Battery Covers Ltd reserves the right to decline to supply to a Higher Risk Building project if it is not satisfied with the compliance confirmation provided.

9.6 Regulatory Notification

The Customer must notify Battery Covers Ltd promptly in writing if they become aware of any regulatory concern, enforcement action, investigation, or complaint relating to any installation of Battery Covers Ltd's Products, whether or not that installation was carried out by the Customer directly.

10. Limitation of Liability

10.1 Battery Covers Ltd's Total Liability

Subject to clause 10.3, Battery Covers Ltd's total liability to the Customer in respect of any single claim or series of related claims arising under or in connection with a Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total value of the invoice or invoices to which the claim directly relates.

10.2 Excluded Losses

Subject to clause 10.3, Battery Covers Ltd shall not be liable to the Customer for any of the following, regardless of how the claim arises:

    •  Loss of profit.

    •  Loss of business or business opportunity.

    •  Loss of anticipated savings.

    •  Loss of contract.

    •  Reputational damage or loss of goodwill.

    •  Any claim made against the Customer by a third party, except as expressly recoverable under the indemnity in clause 11.

    •  Any indirect, consequential, or special loss of any kind.

10.3 Losses That Cannot Be Excluded

Nothing in these Terms limits or excludes Battery Covers Ltd's liability for:

    •  Death or personal injury caused by Battery Covers Ltd's own negligence.

    •  Fraud or fraudulent misrepresentation.

    •  Any other liability that cannot be excluded or limited by English law.

10.4 Fitness for Purpose

Battery Covers Ltd does not warrant that the Products are suitable for any particular installation, building type, or regulatory environment beyond their general intended use as described in clause 3. It is the Customer's sole responsibility to satisfy itself that the Products are appropriate for the intended installation and that the installation will comply with all applicable regulations.

10.5 Reasonableness

The Customer acknowledges that the limitations and exclusions in this clause are reasonable and reflect the commercial agreement between the parties, having regard to the price of the Products and the availability of insurance.

11. Customer Indemnity

11.1 Indemnity Obligation

The Customer shall indemnify Battery Covers Ltd in full against all losses, costs, damages, claims, and reasonable legal expenses incurred by or awarded against Battery Covers Ltd arising from or in connection with any of the following:

    •  The incorrect or non compliant installation of the Products by or on behalf of the Customer, including any installation that does not follow the Installation Guidelines.

    •  The Customer's failure to pass on the Installation Guidelines to an installer or end user in accordance with clause 9.2.

    •  The modification or alteration of the Products by the Customer or any third party acting on the Customer's behalf in a manner not approved by Battery Covers Ltd.

    •  The use of the Products by the Customer or any third party in a manner inconsistent with the Products' intended purpose or outside the scope of the Installation Guidelines.

    •  Any misrepresentation made by the Customer to its own customers or to third parties regarding the Products' capabilities, certifications, compliance status, or suitability for any particular installation.

    •  The Customer's failure to comply with any of its obligations under clause 9 of these Terms.

    •  Any installation carried out on a Higher Risk Building without compliance with clause 9.5.

11.2 Conduct of Claims

Where Battery Covers Ltd becomes aware of any claim or potential claim to which the indemnity in clause 11.1 may apply, it will notify the Customer promptly. The Customer must cooperate fully with Battery Covers Ltd in the defence or resolution of any such claim, including by providing all relevant documentation and information. Battery Covers Ltd reserves the right to control the defence and settlement of any such claim, including the choice of legal representatives.

11.3 Insurance Recommendation

Whilst Battery Covers Ltd does not require the Customer to hold specific insurance as a condition of supply, Battery Covers Ltd strongly recommends that all trade customers maintain adequate public liability insurance and professional indemnity insurance sufficient to cover their obligations under this clause and clause 9. Battery Covers Ltd accepts no responsibility for any shortfall in the Customer's insurance cover in the event of a claim.

12. Intellectual Property and Confidentiality

12.1 Ownership of Intellectual Property

All Intellectual Property in the Products, designs, branding, documentation, Installation Guidelines, and all other materials produced or provided by Battery Covers Ltd remains the sole property of Battery Covers Ltd or its licensors. The Customer is granted no rights in that Intellectual Property beyond what is strictly necessary to use the Products for their intended purpose in accordance with these Terms.

12.2 Confidential Information

The Customer must keep all Confidential Information strictly confidential and must not disclose it to any third party, including other customers of Battery Covers Ltd, competitors, or any other person, without the prior written consent of Battery Covers Ltd. The obligation of confidentiality applies during and after the term of any trading relationship between the parties.

Breach of this clause is a material breach of these Terms and entitles Battery Covers Ltd to terminate the Customer's account and any existing Contracts with immediate effect and to seek damages and any other available remedy for the loss suffered.

12.3 White Label Supply

Where Battery Covers Ltd agrees to supply Products on a White Label Supply basis, the following additional provisions apply:

    •  The agreement to supply on a white label basis must be confirmed in writing by Battery Covers Ltd before any Products are branded or marketed under the Customer's name.

    •  Battery Covers Ltd accepts no responsibility for any representations, claims, warranties, or marketing statements made by the Customer about the Products under the Customer's own brand.

    •  The Customer accepts full and sole responsibility for all product claims made under their own brand, including any claims relating to performance, suitability, compliance, or fitness for purpose.

    •  These Terms apply in full to White Label Supply arrangements. The Customer's indemnity obligations under clause 11 are not reduced or modified by the fact of white label supply.

    •  Battery Covers Ltd's Intellectual Property in the underlying product design is not transferred or licensed to the Customer. The Customer must not represent that the Product is of their own design or manufacture.

    •  Battery Covers Ltd reserves the right to withdraw its agreement to White Label Supply at any time on reasonable notice.

13. Termination and Suspension

13.1 Immediate Termination

Battery Covers Ltd may terminate any Contract and the Customer's account with immediate effect and without notice in any of the following circumstances:

    •  The Customer uses or permits the use of the Products in a manner that Battery Covers Ltd reasonably considers to be unsafe, unfit for purpose, or likely to cause harm to any person or property.

    •  The Customer commits a material breach of these Terms that is not capable of remedy, including but not limited to unauthorised disclosure of Confidential Information, fraud, or deliberate misrepresentation.

    •  The Customer becomes insolvent, enters administration, receivership, or liquidation, makes an arrangement with its creditors, or has a winding up petition presented against it.

    •  Battery Covers Ltd has reasonable grounds to believe that continued supply presents a risk to Battery Covers Ltd's legal compliance, reputation, or financial position.

13.2 Termination on Notice

Battery Covers Ltd may terminate any Contract or the Customer's account on 14 days written notice in any of the following circumstances:

    •  The Customer persistently fails to pay invoices on time.

    •  The Customer commits a material breach of these Terms that is capable of remedy but has not been remedied within 14 days of written notice requiring remedy.

    •  Battery Covers Ltd decides for commercial reasons to cease supplying a particular customer.

13.3 Suspension

Battery Covers Ltd may suspend supply to the Customer without notice and without liability where any invoice is overdue for payment, where the Customer is in breach of these Terms, or where Battery Covers Ltd has reasonable grounds to believe that a risk to safety or compliance exists. Suspension does not affect Battery Covers Ltd's right to terminate.

13.4 Consequences of Termination

On termination of any Contract or the Customer's account, all outstanding invoices become immediately due and payable. Termination does not affect any accrued rights or liabilities of either party. Clauses that by their nature should survive termination, including clauses 10, 11, 12, and 16, continue in full force following termination.

14. Force Majeure

Battery Covers Ltd shall not be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by circumstances outside its reasonable control, including but not limited to acts of God, fire, flood, severe weather, pandemic, strikes or industrial action, failure of third party suppliers, governmental action, or disruption to transport or courier networks.

Where a force majeure event occurs, Battery Covers Ltd will notify the Customer as soon as reasonably practicable and will take reasonable steps to minimise the impact on outstanding Orders. If a force majeure event continues for more than 30 days, either party may terminate the affected Contract on written notice without liability, save that the Customer remains liable for any Products already delivered and for any costs already incurred by Battery Covers Ltd in fulfilling the Order.

15. Disputes and Mediation

15.1 Initial Resolution

In the event of any dispute arising out of or in connection with these Terms or any Contract, the parties will attempt to resolve the matter in the first instance through good faith negotiation between senior representatives of each party. Either party may initiate this process by giving written notice to the other setting out the nature of the dispute and the resolution sought. The parties will meet or correspond within 14 days of such notice with a view to resolving the matter.

15.2 Mediation

If the dispute cannot be resolved through negotiation within 30 days of the initial notice, either party may refer the dispute to mediation before a mediator agreed between the parties or, failing agreement, appointed by the Centre for Effective Dispute Resolution (CEDR). The costs of mediation will be shared equally between the parties unless otherwise agreed. Mediation is not a condition precedent to litigation, but both parties agree to consider it in good faith before commencing proceedings.

15.3 Litigation

Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief from the courts where necessary to protect its interests.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any written quotation, order confirmation, or Agreed Pricing communicated by Battery Covers Ltd to the Customer, constitute the entire agreement between the parties in respect of the supply of Products and supersede all prior representations, discussions, agreements, and understandings between them.

16.2 Battle of the Forms

These Terms take precedence over any terms the Customer seeks to introduce, whether in a purchase order, email, or otherwise. The Customer's own standard terms and conditions do not apply to any transaction with Battery Covers Ltd and are expressly rejected. Battery Covers Ltd's commencement of performance or issue of an invoice does not constitute acceptance of the Customer's terms.

16.3 Variation

No variation to these Terms is binding unless agreed in writing by an authorised representative of Battery Covers Ltd. Battery Covers Ltd reserves the right to update these Terms from time to time. The version of the Terms in force at the date an Order is placed will govern that Contract.

16.4 Waiver

Failure by Battery Covers Ltd to enforce any provision of these Terms on any occasion does not constitute a waiver of that provision or of Battery Covers Ltd's right to enforce it on any subsequent occasion.

16.5 Severability

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, it will be severed to the minimum extent necessary and the remaining provisions will continue in full force and effect.

16.6 Assignment

The Customer may not assign, transfer, subcontract, or otherwise delegate any of its rights or obligations under these Terms without the prior written consent of Battery Covers Ltd. Battery Covers Ltd may assign or transfer any of its rights or obligations, including its right to receive payment, without the Customer's consent, including in connection with its invoice factoring arrangements with Close Brothers or any successor Invoice Factoring Provider.

16.7 Third Party Rights

These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999, except where expressly stated. The parties may rescind or vary these Terms without the consent of any third party.

16.8 Notices

Any notice given under these Terms must be in writing and delivered by email or post to the addresses of the parties as recorded in the relevant Order or account registration. Notices sent by email are deemed received on the next working day following transmission. Notices sent by post are deemed received two working days after posting.

16.9 Product Recall

In the event that Battery Covers Ltd issues a product safety notice or recall in respect of any Products supplied to the Customer, the Customer must cooperate fully with any recall process, including by notifying its own customers and installers as directed by Battery Covers Ltd, ceasing supply of the affected Products, and returning or destroying affected stock as instructed. Battery Covers Ltd will meet its obligations under applicable product safety legislation in connection with any recall. The Customer's obligations under this clause survive termination of any Contract or account.

16.10 Governing Law and Jurisdiction

These Terms and any Contract formed under them are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute arising out of or in connection with these Terms or any Contract, subject to the dispute resolution provisions in clause 15.