Article 1. Definitions
1.1. In the absence of explicit statement to the contrary, the terms used in these general terms and
conditions are defined as follows.
User: LFP BATTERY SOLUSION the user of these general terms and conditions.
Buyer: The user's other party to the contract, acting in the course of his profession or business,
who which the user sells and delivers, and for whom the user renders services should the need
arise, etc.
Contract: The contract between the user and the buyer.
Article 2: Scope of Application
2.1. These conditions are applicable to all legal relationships between the user and the buyer, including
all offers, quotations and agreements between the user and the buyer to which the user has
declared these terms and conditions applicable, insofar as these conditions have not been
expressly departed from in writing by the parties.
2.2. These terms and conditions are further applicable to all contracts with the user that are executed
with the assistance of third-parties.
2.3. Departures from these general terms and conditions are valid exclusively if expressly agreed in
writing.
2.4. The applicability of any purchasing or other conditions of the buyer is expressly rejected.
2.5. If one or more of the provisions of these general terms and conditions are invalid or set aside, the
remaining provisions of these general terms and conditions shall remain applicable in full. The user
and the buyer will in that case enter into consultation with a view to making agreement on the
substitution of the invalid provisions with new ones that approach as closely as possible the
purpose and the tenor of the original provisions.
Article 3. Offers and formation of the contract
3.1. All offers made by the user are subject to contract unless an acceptance period has been expressly
stated in or in relation to the quotation.
3.2. In the absence of agreement to the contrary, the prices stated in the aforementioned offers /
quotations are exclusive of VAT and other governmental levies as well as the costs incurred
in relation to the contract, including forwarding and administration expenses.
3.3. The offer is based exclusively on the information provided for that purpose by the buyer, and the
user can rely on the accuracy and completeness of that information. The buyer guarantees the
accuracy and completeness of that information.
3.4. The contract is formed between the user and the buyer by one of the following methods and
Times:
a) if no order confirmation is sent, at the time at which the buyer expressly accepts in good time
and verbally or in writing and in unamended form an offer made by the user;
b) if an order confirmation is sent, at the time at which the user takes receipt of the returned order
confirmation that was sent to the buyer, signed for agreement;
c) or at the time to which the user commences execution of the order on the buyer's request.
Notwithstanding the above, either party is free to make a case that the contract has been formed
by other means and/or at a different time.
Article 4: Execution of the contract
4.1. The user will execute the contract with the due care that can reasonably be expected of a good
contractor. The user does not however guarantee that a certain result will be achieved.
4.2. All deadlines indicated by the user are indicative and are not to be regarded as firm deadlines.
Exceeding these deadlines shall not oblige the user to pay any compensation for damages or give
the buyer the right to dissolve the contract other than in cases of intentional act or omission or
causes on par with gross negligence on the part of the user.
4.3. In cases of late delivery the user must be held in default by the buyer before being considered to
be in default.
4.4. Within a period of 14 days after the order confirmation the user can in written form cancel the
order free of charge. After this period cancelation of the order will result in a cancelation fee of
35% of the total order amount.
4.5. If and in so far as required for the correct execution of the contract, the user reserves the right to
have the work carried out by third-parties.
4.6. The buyer shall ensure that the user is provided in good time with all information that the user
indicates is necessary and which the buyer could reasonably be expected to realise is necessary to
the execution of the contract. If the information required for the execution of the contract is not
issued to the user on time, the user reserves the right to suspend execution of the contract and/or
to charge the buyer with extra costs incurred as a result of the delay at the current market rates.
Article 5: Delivery
5.1. Delivery shall take place ex works/shop/warehouse/factory of the user.
5.2. The buyer is obliged to accept the goods at the time at which the user delivers them or has them
delivered to him or when they are made available to him in accordance with the contract.
5.3. If the buyer refuses to take delivery or fails to provide information or instructions necessary to the
delivery, the user shall be entitled to store the goods at the buyer's expense and risk.
5.4. The risk of the goods shall transfer to the buyer at the time at which they are legally and/or actually
delivered to the buyer and are thus placed at the buyer's disposal or a third-party nominated by
the buyer for that purpose.
Article 6: Price and costs
6.1. The price is exclusive of VAT and all other costs incurred in the context of the contract.
6.2. The user reserves the right to increase that price, in cases where amendments or additions are
made to the contract, for example.
6.3. The user is further authorised to pass on price increases to the client if cost-determining factors
such as salaries or other costs are increased between the time of the quotation and delivery.
Article 7: Payment
7.1. Invoices are payable within 14 days of the invoice date in a manner indicated by the user and in the
currency stated on the invoice, without deduction, discount or set-off being permitted. Objections
to the level of the bills do not suspend the payment obligation.
7.2. If the buyer fails to remit payment within the 14-day period, the buyer shall be held in default by
operation of law. The buyer shall in that case be liable for the payment of interest equal to the
statutory commercial interest rate at that time. The interest over the payable amount shall be
calculated from the time at which the buyer was held in default until the time of full and final
settlement, in which context part of a month shall be deemed to be a full month.
7.3. In the event of the buyer being liquidated, declared bankrupt or granted suspension of payment,
the claims of the user on the buyer shall become immediately due and payable.
7.4. The user reserves the right to have payments made by the buyer extend first to payment of costs,
then to outstanding interest and finally the principal amount and the current interest. The user can
refuse a payment offer, without that being in default, if the buyer indicates a different order of
allocation. The user can refuse full payment of the principal amount if the due and current interest
and costs are not remitted at the same time.
7.5. If the user exceeds any payment period the user has the right to discontinue further deliveries to
the buyer until the full outstanding amount under all contracts entered into with the user has been
paid. The user is in that case further entitled to send subsequent deliveries exclusively on a cash
on delivery basis.
Article 8: Retention of title
8.1. All goods delivered by the user remain the property of the user until the buyer has met in full all of
the obligations under the contract entered into with the user; this to be decided at the user's
discretion.
8.2. The buyer is not authorised to pledge or encumber in any other way the goods covered by
retention of title.
8.3. In the event of third-parties imposing an attachment on the goods delivered under retention of
title or setting out to establish or invoke any rights to them, the buyer is obliged to notify the user
of that as soon as may reasonably be expected.
8.4. The buyer is obliged to insurance goods delivered under retention of title and to keep them
insured against fire, explosion and water damage and against theft and to issue the insurance
policy for inspection on demand.
8.5. Goods delivered by the user and which are covered by retention of title as provided for under
paragraph 1 of this article may only be sold on in the context of normal business operations and
may not under any circumstances be used as a means of payment. If the goods are resold, the
buyer further undertakes to transfer them under retention of title.
8.6. In the event of the user wishing to exercise his property rights as provided for in this article, the
buyer hereby gives unconditional and irrevocable permission, now for then, for the user or
third-parties engaged by the user to enter the places where the property of the user is located and
to repossess that property.
Article 9: Collection costs
9.1. All judicial and extrajudicial (debt collection) costs reasonably incurred by the buyer in connection
with the consumer's non-compliance or late compliance with his payment obligations shall be for
the buyer's account.
9.2. The buyer is liable for payment of statutory interest over the debt collection costs.
Article 10: Inspection, complaints
10.1. The buyer must notify the user in writing of complaints within three (3) days of establishing the
defect. The letter of complaint should contain a description of the failure to perform in as much
detail as possible so that the user is able to put forward an adequate response.
10.2. If a complaint is well-founded, the user is authorised to decide at his own discretion whether to
amend the invoice, redeliver the relevant product or service or reimburse a proportion of the price
already paid without continuing to implement the contract.
10.3. If the buyer fails to lodge a claim within the period provided for in article 10.1, all of his rights and
claims of any nature regarding the subject of the complaint made or which could have been made
during that period shall be null and void.
Article 11: Expiry period
11.1. Notwithstanding the provisions of article 10, the buyer is obliged if he is or remains of the opinion
that the user has failed to implement the contract on time, completely or correctly - unless this is
done subject to the provisions of article 10.1 - to notify the user as such in writing and without
delay and to exercise his rights to institute claims on that basis within one year of the date of that
notification, or within one year of the time at which notification should have taken place, in the
absence of which all of his rights and claims in that regard shall lapse upon expiry of the period set
forth above.
Article 12: Suspension and dissolution
12.1. If the buyer fails to meet any obligation to the user or to meet it in full or on time, if the buyer is
declared bankrupt or a request for his bankruptcy is filed at the court, if the buyer has applied for
or been granted suspension of payment, if the buyer's company is discontinued or liquidated, if
goods of the buyer are subjected to an attachment, or if the buyer is placed under administration
or guardianship, the user has the right to suspend compliance with his obligations to the buyer or
to dissolve the contract with the buyer in full or in part, without any notice of default or legal
intervention being required and without being obliged to pay any compensation for damages,
without prejudice to the remaining rights of the user, including the right to claim compensation for
damages.
Article 13: Liability
13.1. In the event of the user being held liable, that liability shall be limited to the provisions of this
clause.
13.2 The user's liability for losses suffered by the buyer caused by the late, incomplete or incorrect
implementation of the contract shall be limited to a maximum of the invoice amount charged by
the user to the buyer for the delivered goods and or the performance of services in which the
cause of the loss has occurred. The compensation payable by the user to the client cannot
however under any circumstances exceed the amount for which the user's liability is insured, or a
maximum amount of amount of the invoice if no cover is provided by that insurance, insofar as
that insurance does not provide cover in the case in question. The above is subject to exception in
cases of intentional act or omission on par with gross negligence on the part of the user. For the
purpose of this and subsequent clauses of this article the user is also defined as the user's
employees and third-parties he has engaged for the implementation of the order.
13.3. The user cannot be held liable for losses caused by the buyer's failure to meet his obligation to
provide information as provided for in article 3.3 unless those losses have been caused by
intentional act or omission or causes on par with gross negligence on the part of the user.
13.4. Neither can the user be held liable for losses caused by acts or omissions of third- parties engaged
by the buyer during implementation of the order, unless those losses have been caused by
intentional act or omission or causes on par with gross negligence on the part of the user.
13.5. The user is further authorised at all times to maximally limit or reverse the buyer's loss, for which
the buyer is obliged to cooperate in full.
13.6. The buyer is obliged to limit or, where possible, to reverse his or her loss and that of his or her
members.
13.7. The user cannot under any circumstances be held liable for indirect losses, including
consequential losses, loss of income, missed savings or losses caused by business stagnation. The
above is subject to exception in cases of intentional act or omission on par with gross negligence
on the part of the user.
Article 14: Warranty
14.1. The software and hardware produced and supplied by the user meet the technical requirements
and specifications set by Dutch law.
14.2. The user will not issue any warranties for goods manufactured by third parties. If the manufacturer
has issued a warranty, the buyer must approach the manufacturer directly.
14.3. The user warrants each MG Energy Systems B.V. or MG branded products sold by the user or any
of its authorized dealers or distributors worldwide, to be free of defects for a period of 4 years
from the date of sale. Within the warranty time frame, subject to the issues listed below, user will
repair or replace the products and/or parts of the products if the components in question are
defective in materials or workmanship.
14.4. The warranty does not cover a battery reaching its normal end of life which may occur prior to the
warranty periods stated above. Depending on the application a battery can reach its normal end of
life before the end of the Applicable Warranty Period. A battery can deliver only a fixed number of
usable amp-hours over its lifetime and is considered to have reached its normal end of life if the
application uses up all of these amp-hours, regardless of the time the battery has been in service.
Therefore the user reserves the rights to deny a warranty claim if it determines the battery to be at
its normal end of life, even if the claim is lodged within the Applicable Warranty Period.
14.5. If the battery is determined by user, in its sole discretion, to be defective for material or
workmanship under terms of this limited warranty, it will be replaced or repaired. User’s
acceptance of any items shipped to user shall not be deemed an admission that the items so
shipped are defective. Any items shipped back to user, shall in user’s sole discretion, become user’s
property.
14.6. If a battery is replaced by a new battery under the terms of this limited warranty, costs will be
charged proportionally to the period of use of the replaced battery.
- Replacement in the 1st year: 0 % of the original purchase price will be charged.
- Replacement in the 2nd year: 20 % of the original purchase price will be charged.
- Replacement in the 3rd year: 35 % of the original purchase price will be charged.
- Replacement in the 4th year: 50 % of the original purchase price will be charged.
14.7. User is not obligated to warrant the battery in question if defects are related to damages caused by
abuse/neglect, or from the following:
- Damage from shipping, loose terminal bolts or corroded hardware;
- User codes tampering or removal;
- Failure to properly install the battery, in addition to keeping the battery properly charged
and maintained;
- Breakage from collision, fire or freezing-which includes damage from extreme heat or
cold, improper storage, water damage or tampering, short-circuit, overcharging, deep
discharging;
14.8. Buyers should adhere to all user’s documentation and guidelines. All bolts must be firmly tightened
with a torque wrench and NOT by hand to avoid overheating caused by loose connection. User will
not be responsible for any expenses related to installation/removal, electrical system tests, battery
charging, loss of time of other expenses which should be considered incidental damages, including
all shipping charges after the first 30 days of warranty.
Article 15: Indemnification
15.1. The buyer indemnifies the user against claims of third-parties regarding intellectual property rights
on materials or information issued to the buyer and which are used during implementation of the
contract.
15.2. The buyer indemnifies the user against claims of third-parties regarding losses related to or arising
from the contract implemented by the user if and insofar as the user is not liable to the buyer in
that respect by virtue of the provisions of article 13.
Article 16: Force majeure
16.1. The parties are not be required to comply with any obligation if prevented from doing so as a
result of a circumstance that is beyond their control and for which they cannot be held
accountable by virtue of the law, a juristic act or generally accepted views.
16.2. In these general conditions, force majeure is defined - in addition to that which is deemed as such
by law and legal precedent - as all circumstances, foreseen or unforeseen, that are beyond the
control of the user but which prevent the user from meeting his obligations. That includes strikes
at the user's business.
16.3. No claims for any compensation can be made by the buyer in the event of force majeure.
16.4. If a case of force majeure leads to an agreed date or term being exceeded, the buyer has the right
to dissolve the relevant contract by means of written notification to that effect. That dissolution
shall not extend to goods that have already been delivered; those goods must be paid for by the
user with due observance of article 7 of these general conditions.
Article 17: Intellectual property and copyrights
17.1. Without prejudice to the provisions of these General Terms and Conditions, the user will retain the
rights and powers vested in it pursuant to intellectual property law.
17.2. All documents made available by the user, such as reports, recommendations, agreements,
designs, video and audio material, photos, logos, software, websites, data files and data carriers,
such as CDs, videos, DVDs, software, etc., will be exclusively intended to be used by the buyer and
may not be multiplied, sold on, rented out, processed, copied, reproduced, published or disclosed
to third parties without the User’s prior permission, unless the contrary ensues from the nature of
the documents made available.
17.3. The user will retain the right to use any knowledge acquired pursuant to the performance of the
work for other purposes, to the extent that this does not involve disclosing any confidential
information to third parties.
Article 18: Applicable law and disputes
18.1. In the absence of mandatory rules of law to the contrary, the court in the user's place of
establishment has exclusive competent jurisdiction.
18.2. All legal relationships between the user and the buyer to which these general conditions apply
shall be governed by the laws of the Netherlands. The Vienna Sales Convention is expressly
excluded.
Article 19: Source
19.1. These conditions have been filed at the offices of the Leeuwarden Chamber of Commerce under
number 60513047.
19.2. The most recently filed version or the version that was applicable at the time at which the contract
was formulated shall be applicable at all times.