UK FUELS LIMITED
Terms and Conditions of Sale:
Electrical Vehicle Charge Points
The purpose of these General Terms and Conditions govern the acquisition and use of electrical vehicle charge points supplied by UK Fuels.
2.1. These General Terms and Conditions apply to, form an integral part of and take priority over the Preliminary Quotation and the Final Quotation. In the event of a conflict between any provision of these General Terms and Conditions, the Preliminary Quotation and the Final Quotation, these General Terms and Conditions shall take precedence and the Final Quotation shall take precedence over the Preliminary Quotation.
2.2 The parties agree that the Preliminary Quotation is a non-binding indication of pricing available to the Customer only and is replaced by the Final Quotation. The Customer’s acceptance of the Final Quotation is binding and subject to these General Terms and Conditions.
2.3. These General Terms and Conditions do not cover the use of a Charge Card for the purchase of any products other than the use of a Charge Point. The use of a Charge Card for the purchase of all other products shall be governed by the UK Fuels General Terms and Conditions of Card Use as set out here https://www.ukfuels.co.uk/terms-conditions/ as amended from time to time.
2.4. The applicability of any general terms and conditions of the Customer is hereby explicitly rejected and disregarded by UK Fuels, and any such terms shall be wholly inapplicable to any sale made by UK Fuels to Customer and shall not be binding in any way on UK Fuels.
2.5 UK Fuels may propose a modification to a Final Quotation by notice to the Customer, which the Customer must accept or reject within one Business Days of notification by UK Fuels. If the Customer fails to notify UK Fuels of its acceptance or rejection of the modification, UK Fuels may deem that the Customer accepted the notification.
– Affiliate: any entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.
– Agreement: these General Terms and Conditions and the Final Quotation.
– Business Days: any day on which clearing banks are open for business in London excluding Saturdays.
– Charge Card: a carrier of an unique identification number issued by UK Fuels, such as a charge card or a key chain, which grants access to one or more Charge Points.
– Charge Point: a facility for charging an Electric Vehicle.
– Charge Point Operator: the service provider selected by either UK Fuels or the Customer to operate the Charge Point.
– Charge Token: a token issued by UK Fuels or the Manufacturer to the Customer for use by the Customer’s employees only and used to identify the employee and enable a charge session on a Charge Point.
– Charging Services: all services offered by UK Fuels to the Customer in connection with the use of a Charge Point and/or a Charge Card, including but not limited to the use of the Website and Portal by the Customer.
– Control: means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and Controls, Controlled and the expression change of Control shall be construed accordingly.
– Customer: the natural person or legal entity who enters into a legal relationship with UK Fuels. A Customer is also an End User if he uses the Products and/or Services himself.
– Customer Service: the customer service of the Manufacturer that can be approached directly by Customers and End Users for questions and/or complaints.
– Electric Vehicle: a road vehicle containing more than two wheels which is entirely or partially powered by an electric engine, which may or may not use energy stored in a battery that can be charged using a Charge Point.
– End User: the natural person or legal entity who makes use of the Products and/ or Services provided by UK Fuels.
– General Terms and Conditions: these general terms and conditions, including any annexes.
– Intellectual Property: all vested, contingent and future intellectual property rights including but not limited to goodwill, reputation, rights in confidential information, copyright, trademarks, logos, services, marks, devices, plans, models, diagrams, specifications, source and object code materials, data and processes, design rights, patents, know how, trade secrets, inventions, database rights, and any applications or registrations for the protection of these rights and all renewal and extensions thereof existing in any part of the world whether now known or in the future created.
– Manufacturer: the manufacturer of the Charge Points.
– Manufacturer Services: any and all services provided directly by the Manufacturer at any time.
– Network: the combination of all Charge Points that can be used with the Charge Card.
– Portal: the website where the Customer can log in using its login credentials, to, for example, manage its user details and check its usage.
– Preliminary Quotation: the initial indicative and non-binding quotation provided by UK Fuels to the Customer.
– Private Charge Point: a Charge Point which, under the Agreement between UK Fuels and the Customer, is supplied to the Customer which is not designated as a Public Charge Point, and which can be used by using a Charge Card or Charge Token or otherwise as explained in the product manual for the Charge Point.
– Product: the physical product supplied by UK Fuels to the Customer, including (Private and Public) Charge Points.
– Public Charge Point: a Charge Point within the Network that has been made available for use by anyone in possession of any charge card accepted by the Charge Point Operator.
– Quotation: the quotation issued by UK Fuels for one or more Product(s) and/or Service(s).
– Safety Instructions: the instructions and user instructions applicable to the use or installation of a Charge Point, using or connecting the Electric Vehicle, the use of a charging cable, each as published by UK Fuels or the respective charging operator, manufacturer, or supplier of the relevant item.
– Services: Any Charging Services and Subscriptions offered by UK Fuels at any time.
– Subscription: the subscription related to a Charge Point or Charge Card offered to the Customer by UK Fuels through the Portal or otherwise.
– UK Fuels: the supplier of the Services and Products, being UK Fuels Limited, and its Affiliates.
– Unauthorised Use: this includes, without limitation: the incorrect or improper use of Charge Points (including the use of charging cables without the CE quality mark or otherwise of substandard quality, unsuitable, faulty or defective charging cables and/or charging plugs and the use of charging cables that are too easy to disconnect during locking); the Customer and/or End User repairing, attempting to repair, or having repaired on its behalf, a malfunction in a Charge Point; the circumventing or removing of technical safeguards or usage restrictions on or in the Products and/or Services; the use of charging cables that are not suitable for the charging capacity of the Electric Vehicle in question; the charging of (or attempts to charge) vehicles or other items not suitable for this; the use of a Product or another item other than stated in the (Safety) Instructions relating to the Product or the applicable statutory (safety and other) regulations; and any acts or omissions of the Customer or the End User causing damage, including, but not limited to, the copying, modifying, combining, supplementing, reverse engineering, reverse assembling, decompiling, disassembling of the Charging Services, in an unauthorised manner gaining or providing access to the Charging Services, using the Charging Services in such a way that the Charging Services and/or other systems used by UK Fuels deteriorate, are disrupted, or enables unauthorised access to the Charging Services.
– Website: the UK Fuels website and any other website used by UK Fuels related to the Products and/or Services.
4.1. The Customer warrants that all information supplied by the Customer to UK Fuels, the Charge Point Operator or any other third party appointed by UK Fuels or the Customer, including information supplied during the quotation and installation process, is correct, complete, and accurate. This means, for example, that the Customer, when activating a Charge Card and concluding a Subscription, provides its personal details, such as name, bank account number, VAT number, billing address, credit card details and e-mail address, which will be current, complete, and correct at all times. The Customer is required to immediately report any changes to these details to UK. UK Fuels may assume that all details are accurate until notified of a change.
4.2. To enable proper performance of the Agreement by UK Fuels, the Customer shall always provide UK Fuels with all data and/or information reasonably required by UK Fuels in a timely manner, whether or not at the request of UK Fuels.
4.3. UK Fuels is not liable for shortcomings in the performance of the Agreement if such shortcomings are the result of any breach of the obligations set out in clauses 4.1 and 4.2 by the Customer.
4.4. Correspondence by UK Fuels, including invoices and any payment reminders, will be communicated in such manner as is determined by UK Fuels, unless otherwise expressly agreed with the Customer.
4.5. An e-mail sent to the email address of the Customer will be deemed to have been received.
5. Commencement of the Agreement
5.1. An Agreement is accepted as indicated in the Final Quotation, but at the latest at the moment the Customer accepts a Product or Service or the performance of the Agreement has commenced.
5.2. Offers and Quotations made by UK Fuels are non-binding and can be revoked by UK Fuels at any time prior to the conclusion of an Agreement.
5.3. Verbal promises or agreements by its employees do not bind UK Fuels. Nor is UK Fuels bound to honour any Quotations containing obvious errors, such as incorrect prices or any other incorrect description.
5.4. An Agreement for the provision of Services or the sale of Products can also be concluded in other ways than provided for in this clause 5, including distance sales or services via telephone or internet.
5.5. UK Fuels may, within legal frameworks, perform solvency checks and credit assessments. If the outcome hereof gives cause to do so, UK Fuels is entitled not to enter into or to terminate the Agreement or to apply special conditions to its performance of the Agreement.
5.6. UK Fuels is entitled not to enter into or to terminate an Agreement in, amongst others, but not limited to, the following cases: a. UK Fuels receives no payment authorisation; b. In case of failure of any payment obligation; c. Shipping to the relevant delivery address is not possible; d. Other circumstances which justify termination of the Agreement, including, but not limited to, the misuse of discounts and/or suspicion of fraud.
6.1. Products are delivered by or on behalf of the Manufacturer Ex-Works, unless otherwise agreed in writing. Shipment, transport, export, and import of Products will always take place at the expense and risk of the Customer. UK Fuels or the Manufacturer are only required to take out transport insurance if and insofar as they agree to do so in writing. The risk of the Products will always be transferred to the Customer as soon as he is informed that the Products are ready for collection.
6.2. The delivery dates, delivery periods, and delivery times provided or confirmed by UK Fuels are rough estimates and will never constitute a fatal term. UK Fuels shall not be liable for, nor shall UK Fuels be in breach of its obligations to Customer, for any delivery made within a reasonable time before or after the communicated delivery date, period or time. In all cases in which an explicit term has been agreed, UK Fuels can only be in default if UK Fuels does not deliver, after UK Fuels has been given notice of default in writing by the Customer giving UK Fuels sufficient opportunity to still perform and in any event UK Fuels shall not be liable for any delay or failure in delivery which is the fault of the Manufacturer.
6.3. The Customer shall provide all cooperation to UK Fuels or any third party appointed by UK Fuels that can be reasonably expected from the Customer for the delivery of the Products and/or Services. If, before or after the conclusion of the Agreement, it appears that the delivery of the Service or Product is not or not entirely possible, UK Fuels will be entitled to impose additional conditions on the Customer that the Customer must meet before UK Fuels is obliged to deliver the Service or Product. If these conditions are not met, the Customer cannot claim the delivery of the Service or Product, without UK Fuels being responsible or liable to the Customer for any damage resulting therefrom.
6.5. If the Customer does not take receipt of the ordered Product(s), UK Fuels may deliver the Products in consignation at the expense of the Customer.
6.6. If the supply chain of UK Fuels is disrupted for any reason, UK Fuels will be entitled, at its sole discretion, to allocate its available Products among its various customers and as a result may sell and deliver to Customer fewer Products than agreed, without being responsible or liable to Customer for any damage resulting therefrom.
6.8. The Customer is responsible for obtaining the required government licences and/ or permits, including, but not limited to, import and export licences or exemptions applicable to the delivery of the Products and Services.
7. Retention of title
7.1. Title to the Products shall pass to the Customer on delivery.
7.2. Prior to the transfer of ownership referred to above, the Customer is not authorised to sell, deliver, or otherwise transfer or encumber the Products with any rights of lien, other than in accordance with its normal business operations and the normal purpose of the Products.
7.3. The Customer shall insure the Products with a reputable insurance company upon delivery. UK Fuels retains the right to, if needed, give prior approval to this insurance company, and the Customer shall include UK Fuels’s interest in the Products in the insurance conditions. The Customer hereby cedes in advance all claims regarding payout(s) of insurance payments, in the absence of which notification UK Fuels will be entitled to notify the insurance company itself.
7.4. The Customer will, until the ownership has been transferred to the Customer, ensure that the Products remain identifiable by storing the Products per order, separate the Products from third party products, or by marking the Products clearly as the property of UK Fuels.
7.5. UK Fuels is entitled to reclaim the Products that were delivered under retention of title and are still at the premises of the Customer, if the Customer fails to ensure timely payment of the invoices or face, or is likely to face, difficulty meeting its financial obligations. The costs for complying with the said duty to co-operate in enforcing all rights in respect of the retention of title and for all arrangements made for the maintenance and storage of the Products shall be borne by the Customer. The Customer will always give UK Fuels, the Manufacturer or any third party appointed by UK Fuels (as applicable) free access to its Products for inspection and/or to exercise any rights UK Fuels may have.
8.1. The Customer is obliged to inspect a delivered Product immediately upon receipt. If it appears that a delivered Product is incorrect, faulty or incomplete, the Customer must (before returning the Product(s) to UK Fuels or its nominated third party) report such deficiencies immediately, in any case no later than 48 hours after receipt, under penalty of forfeiture of its rights related to non-conformity and related rights.
8.2. The Product(s) must be returned in its original packaging (including accessories and related documents) and in an as-new condition to the address provided by UK Fuels to the Customer for this specific purpose.
8.3. If the Product is put into use or given into service, is damaged, and/or resold, the claim to non-conformity and the related rights shall lapse.
8.4. If the Customer’s complaint is deemed valid by UK Fuels, UK Fuels will, at its sole discretion, to the exclusion of any right of the Customer, use reasonable endeavours to procure that the Manufacturer replaces the delivered items free of charge, repairs the items free of charge, or reimburses the purchase price paid.
8.5. UK Fuels is not liable on grounds of non-conformity in any event if, in the reasonable opinion of UK Fuels: a) the Customer is in default towards UK Fuels, b) the Customer has installed, repaired, and/or adjusted the Product himself or has had the Product installed, repaired and/or adjusted or treated by third parties, c) the Product has been exposed to abnormal circumstances or has otherwise been improperly handled, or handled in contrary to the instructions of UK Fuels or the Manufacturer and/or the instructions for use on or within the packaging, or d) the defectiveness of the Product is wholly or partially the result of (new) requirements set by the government regarding the nature or the quality of the materials used.
8.6. The above only applies exclusively to Products purchased directly from UK Fuels by the Customer (and not from third parties, such as resellers).
8.7 In the case of Products returned to UK Fuels or its nominated third party, the Products will be delivered to UK Fuels (or at the direction of UK Fuels, directly to the Manufacturer) in the original packaging. Any call-out fees, inspection costs, (de)montage and shipping costs for the Products cannot be reclaimed from UK Fuels.
PRODUCTS AND SERVICES
9. Charge Point, Charge Card, Portal and UK Fuels Apps
9.1. The Customer is obligated to immediately register the Charge Point and Charge Card in the Portal upon installation.
9.2. The Customer must handle the Charge Point(s) and the Charging Services in a proper manner and with due care, use them in accordance with the Safety Instructions, and refrain from any Unauthorised Use thereof.
9.3. The Customer and/or End User must ensure that any peripheral equipment and connections (including mobile phones and computers) used by him are sufficiently secured when using the Charge Point(s) and Charging Services, to protect against, for example, viruses and unauthorised use by third parties, e.g. by setting a strong password.
9.4. If Charging Services operate using (private or public) communication infrastructure, networks, and/or software to function, including but not limited to (mobile) internet connections, and the electricity network, UK Fuels offers no guarantee that these will be available without interruption, faults or malfunction, and UK Fuels will not be liable for any damage resulting from interruptions, defects and/or faults in this infrastructure or in the supply of electricity to the Charge Services.
9.5. UK Fuels strives to procure the proper functioning of the Charging Services from its suppliers. UK Fuels shall never be liable for a malfunction or interruption. A (brief) interruption in the Services may be required for certain work, such as maintenance. UK Fuels strives, within reasonable limits, to avoid and prevent interruptions and disruptions or otherwise come up with a solution within a reasonable time frame.
9.6. UK Fuels does not guarantee the correctness, completeness, or accuracy of the information shown and provided by UK Fuels or any third party through its Charging Services.
9.7. UK Fuels is entitled to immediately remove registered Charge Points from its back-office and block access to the Portal, to not activate (activated) Charge Cards or to terminate and/or block access to the Charging Services: a. if the direct debit could not be executed successfully several times or in case of the non-fulfilment of any payment obligation, or b. if any proceedings in insolvency, bankruptcy (including reorganization), liquidation or winding up are instituted against the Customer or an Affiliate of the Customer, whether filed or instituted by the Customer or the Affiliate, voluntary or involuntary, a trustee or receiver is appointed over the Customer or an Affiliate of the Customer or any assignment is made for the benefit of creditors of the Customer or an Affiliate of the Customer; or c. if the Customer or the End User caused damage to a Charge Point and/or Charging Service; or d. in other circumstances, including, but not limited to, misuse and/or suspicion of fraud.
9.8. If the Customer, when using a Charge Point and/or Charging Services, discovers damage, defects, or irregularities to that Charge Point and/or Charging Services, the Customer shall report this damage, defect, or irregularity to the Manufacturer as soon as possible, but in any event within 2 days, by contacting the Manufacturer’s customer services team.
10. Charge Card
10.1. A Customer can obtain a Charge Card in various ways, for which provision UK Fuels may charge a fee based on the rates applicable at that time, to be paid by the Customer using the payment
method applicable. The moment of the request of a (new) Charge Card determines the applicable rate and payment method, regardless of when the Customer entered into a legal relationship with UK Fuels.
10.2. The Customer must register an account in the Portal, using the relevant identification code, and must activate the Charge Card and/or Charge Tokens in order to: a. Use the Charge Card for Private Charge Points; b. Use the Charge Card for access to Public Charge Points; c. View usage information of the Charge Card or Charge Point; d. View reimbursement settings for Charge Points, including, for example, settings for guest usage or settings for reimbursement of End Users by their employer, leasing company, or business account; e. Upload and/or download Customer data and/or data supplied by the Customer. Notwithstanding the right to use a pseudonym (“alias” or “nickname”) when creating an account using the identification code, the Customer agrees to provide correct information when registering or changing information in accordance with clauses 4.1 and 4.2.
10.3. The Customer must enter its account details and link them to the relevant Charge Card or Charge Token, whereby the Customer authorises UK Fuels to debit the costs charged by direct debit from the account. Customers situated in the Eurozone must enter their International Bank Account Number (IBAN) and Customers situated outside the Eurozone must enter their credit card details.
10.4. The Customer ensures that the Charge Card is never used by any other person and shall, in the event of theft or loss, act in accordance with clause 10.5.
10.5. In the event the Charge Card or Charge Token is damaged, lost, or stolen, the Customer must inform UK Fuels as soon as possible. UK Fuels will then use reasonable endeavours to block the Charge Card within two Business Days. The Customer will be liable for any and all damage resulting from the loss, unauthorised use, theft, or misuse of the Charge Card until the moment it is blocked. The Customer will be liable for all costs for transactions made using the Charge Card prior to it being blocked. UK Fuels will charge costs for replacement in line with the rates applicable at that time.
11. Public Charge Points
11.1. If the Customer wishes to open a Private Charge Point to be used by the public, UK Fuels’ appointed Charge Point Operator will include the Charge Point concerned as a Public Charge Point in its Network. As of that moment, the Charge Point is to be regarded as a Public Charge Point. The Customer shall clearly display any specific usage, precautionary, and safety measures for the relevant Charge Point by displaying them in plain sight.
12. Charge Points Warranty
12.1. A Charge Point and/or Charge Card supplied by UK Fuels has a two-year warranty from the date of delivery to UK Fuels provided by the Manufacturer against material defects and manufacturing faults. During this period, the Manufacturer will to the best of its ability try to arrange the repair of any material or manufacturing defects within a reasonable time frame, or, at the discretion of the Manufacturer, provide a replacement Charge Point and/or Charge Card. Repair or replacement will only take place if the defect or fault has been reported to the Manufacturer as soon as is reasonably possible, but in any event within 5 Business Days following its discovery as permitted by law, and the Customer having to provide as many details about the defect or fault as possible. Late notifications may result in claims for free repair or replacement being voided. The warranty does not apply where the defect is the result of Unauthorised Use, inappropriate use, vandalism, acts of war, wear and tear or the result of improper installation and/or improper (de)montage by, or on behalf of, the Customer or any third party. Nor does the warranty apply to the installation, removal, or maintenance of the Charge Point and/or the Charge Card. The warranty is non-transferable.
12.2. The above only applies to Charge Points and/or Charge Cards purchased directly from UK Fuels by the Customer (and thus not from third parties, such as resellers).
12.3. In the event that the Manufacturer repairs or replaces a defective Product, the warranty period of the original Product remains in effect, albeit with a minimum duration of 6 months.
12.4. The warranty does not apply to any of the Charging Services.
12.5 The warranty shall lapse immediately in case of installation, repairs and replacements not performed by (or on behalf of) the Manufacturer. In that case, the Customer has no right to any repair or replacement of the Product.
12.6 The Manufacturer’s obligation to repair or replace defects under this section will be the Customer’s sole remedy for defects and/or failures of the Products.
13.1. Upon the purchase of a Charge Point, the Customer is required to take out a Subscription to which the Subscription terms and conditions apply. The Subscription terms and conditions are available upon request from UK Fuels.
13.2. UK Fuels is entitled to terminate the Subscription with immediate effect: a. if the direct debit could not be completed successfully several times or in case of the non-fulfilment of any payment obligation; or b. if any proceedings in insolvency, bankruptcy (including reorganization), liquidation or winding up are instituted against the Customer or an Affiliate of the Customer, whether filed or instituted by the Customer or the Affiliate, voluntary or involuntary, a trustee or receiver is appointed over the Customer or an Affiliate of the Customer or any assignment is made for the benefit of creditors of the Customer or an Affiliate of the Customer; or c. if the Customer or the End User has caused damage to a Charge Point.
13.3 Subscription fees may be amended from time to time at the discretion of UK FUELS or the Manufacturer, eve in cases where the Customer has agreed to a rental model with a fixed fee.
14.1. UK Fuels shall procure the installation of a Charge Point by the Manufacturer, in which case the Manufacturer’s installation terms and conditions and pricing shall apply and shall form part of the Final Quotation. In the event that the Customer wishes to appoint a third party for installation, it shall only do so with the prior written consent of UK FUELS.
14.2. UK Fuels is not liable for any loss arising from the installation of the Products and/or Services or any advice given as part of the installation process. UK Fuels is not a certified or recognised installer or a training company or institute for installers. Following up on or acting in accordance with an installation advice is at the Customer’s own expense and risk.
14.3. In the event that the Customer does not use the installation services of the Manufacturer, it shall ensure that the Products are installed by a competent and qualified installer.
15. Other provisions
15.1. UK Fuels reserves the right to (temporarily) suspend or change a Product and/or a Service, which also includes the location where the Service is performed, due to, among other things, economic reasons, to comply with (new) legal requirements, for compliance with requirements of time and technological innovation, at the request of the Charge point manufacturer or the supplier of Charging Services or on grounds of quality and/or quantity considerations, without any liability towards the Customer or End User. This means for example that UK Fuels is also entitled, among other things, to adjust the functionality of Charging Services as a result of which the functioning of the Product and/or Service may change.
16. Customer Service
16.1. Customer Service relating to the Products is provided by the Manufacturer.
16.2. The Manufacturer will make every effort to help the Customers and End Users as best as it can, but UK Fuels cannot guarantee that Customer Service will always be available nor that Customer Service will always be able to resolve a complaint to the Customer’s satisfaction.
PRICES, RATES, INVOICING, AND PAYMENT
17. Tariffs and billing of Products and Services
17.1. The Customer is obliged to pay the amounts due to UK Fuels under the Agreement. These amounts are specified either in the Final Quotation or on the invoice, or will be in accordance with the prices, tariffs and rates as determined by UK Fuels from time to time. Prices quoted by UK Fuels assume that the Customer is eligible for an OLEV grant and I the event that such grant is not available UK Fuels shall invoice the Customer for that amount.
17.2. UK Fuels invoices in the manner indicated in the Agreement, unless explicitly agreed otherwise in writing between UK Fuels and the Customer. The Customer must transfer the full invoiced amount within the payment term. If no payment term is specified, a payment term of 14 days of date of the invoice applies.
17.3. If a direct debit, for any reason, cannot proceed (in full), respectively if the payment by the Customer does not take place within the payment term set for it by UK Fuels, the Customer is by operation of law and without further notice in default and owes a (contractual) interest of 4% per month or the maximum amount allowed by law (whichever is less) or part thereof, this part being considered as a whole month. To the extent permitted by law, UK Fuels will be entitled to charge administration costs of at least GBP 15 ex VAT per reminder or, at UK Fuels’ discretion, to charge the legally permitted extrajudicial collection costs to the Customer, notwithstanding any other claims for compensation UK Fuels may have. Furthermore, in the event that any payment by the Customer does not take place within the payment term set for it by UK Fuels, UK Fuels may immediately block the Customer’s access to the Portal.
17.4. All amounts and rates are exclusive of (turnover) tax(es), surcharges, and other levies. UK Fuels is entitled to pass on any (interim) increases in taxes, surcharges, and other levies imposed by the authorities directly to the Customer, including those where it concerns outstanding Quotations.
17.5. If VAT is payable on any supply made by UK Fuels under the Agreement, the Customer must pay to UK Fuels, in addition to and at the same time as the payment for the supply, an amount equal to the amount of VAT on the supply. Where the Customer is required by the Agreement to reimburse or indemnify UK Fuels for any loss or other amount incurred, the amount to be reimbursed or paid will be reduced by the amount of any input tax credit that UK Fuels will be entitled to claim for the loss or amount incurred and increased by the amount of any VAT payable by UK Fuels in respect of the reimbursement or payment.
17.6. Unless the parties explicitly agree otherwise, all costs related to the performance of the Agreement, including costs resulting from requests or instructions from UK Fuels, will be and remain at the expense of the Customer.
17.7. Complaints about invoices must be submitted to UK Fuels within 10 days of the date of invoice. If a Customer wrongly complains about invoices more than three times in one calendar year, UK Fuels will be entitled to charge the Customer administrative costs of at least GBP 40 ex VAT and/or to terminate the Agreement.
17.8. If the complaint is proved to be well-founded, UK Fuels will refund the amount paid by the Customer as soon as possible after the complaint has been submitted, set off against the costs for the use of the Products or Services.
17.9. In the event of liquidation, bankruptcy, repossession, or suspension of payments Customer, UK Fuels’ claims against the Customer will become immediately due and payable.
17.10. The Customer waives its right to suspend (which includes the exercise of any right of retention). The Customer is not entitled to withhold or reduce payments or to set off existing and/or future claims against any outstanding amounts owed to UK Fuels.
18. Cessation of Use of Charge Points
18.1. In the event that the Customer ceases using a Charge Point or relocates to new premises, the Customer’s obligations to pay UK Fuels shall continue and all fees, including rental payments for any Charge Point and subscription fees, shall remain due and payable in full.
19. Remuneration conditions of Private Charge Points
19.1. The Charge Point Operator may allow the Customer to set up fees for public usage via the Portal. Hen using the Portal for such purpose, the Customer must adhere to the relevant terms and conditions.
20. Liability of UK Fuels
20.1. The liability of UK Fuels for indirect damage (including consequential damage, loss of profits, lost savings, reduced goodwill, loss through business interruptions, third party damage, corruption or loss or degradation of data, goods, materials, or software of third parties) is explicitly excluded under all circumstances.
20.2. Subject to the provisions laid down in the previous subsection, where UK Fuels is obliged to compensate direct damages, this compensation is at all times limited to a maximum amount of £ 5,000 (five thousand GBP) per event.
20.3. Under no circumstances is UK Fuels ever liable for damage that is caused by or is partly due to Unauthorised Use by or on behalf of the Customer or the End User, or for damage that has been caused in part because the Customer failed to comply with the applicable Safety Instructions, or any other regulations for the Charge Point concerned or the Electric Vehicle concerned, or any other relevant regulations or the terms and conditions of the Manufacturer or the Charge Point Operator I force at the time in question.
20.4. When the Customer concludes an Agreement with UK Fuels, and the Customer makes the Products and/or Services available to third parties, including End Users, in any way whatsoever, the Customer indemnifies UK Fuels, at its first request to do so, for any liability for damages, entitlements, and claims arising from the agreement between the Customer and a third party, including an End User.
20.5. UK Fuels is not liable in any way for the damage that results from any act or omission of the Customer in violation of statutory and/or contractual provisions, including these General Terms and Conditions. The Customer is liable towards UK Fuels for damage as a result of acts and/or omissions in breach of statutory and/or contractual provisions, including these General Terms and Conditions.
20.6. All possible claims by the Customer for compensation for damage must be submitted by e-mail to UK Fuels, within 10 business days following the day in which the Customer has discovered or could reasonably discover the damage or shortcoming, under penalty of forfeiture of these claims. 20.8. To the extent legally possible, UK Fuels will not be liable for any damage caused to the Customer or to third parties by its employees and/or third parties engaged by it. The limitation of liability in this clause also applies, among other things, to third parties engaged by UK Fuels for the performance of the Agreement, as well as with regards to persons for whom UK Fuels is responsible.
20.7. The limitations referred to in this clause 20 will lapse if and ¬¬insofar the damage is the result of intent or gross negligence on the part of UK Fuels. However, UK Fuels is not liable for damage due to intent or gross recklessness of nonsupervisory staff or of third parties engaged by UK Fuels.
20.8. Nothing in the Agreement excludes or limits in any way either party’s liability to the other for: a. death or personal injury caused by that party’s negligence or the negligence of its employees, agents or subcontractors; b. fraud or fraudulent misrepresentation; c. for any other liability that cannot be excluded or limited at law.
20.9 Under no circumstances is UK Fuels ever liable for damage that is or that is caused by the Manufacturer or the Charge Point Operator or that results directly or indirectly from the provision of the Manufacturer Services or the provision of services by the Charge Point Operator. UK Fuels is not liable for an inaccuracy in any data provided by the Charge Point Operator.
21. Force majeure
21.1. UK Fuels is not obliged to fulfil any obligation in the event of force majeure. Amongst other things, the term force majeure means any circumstances or occurrences beyond UK Fuels’ reasonable control – whether or not foreseeable at the time of the Agreement – as a result of which UK Fuels cannot reasonably be required to execute its obligations and means delay at or breach of contract by suppliers and/or third parties engaged by UK Fuels, internet faults, electricity network faults, e-mail traffic faults, and faults or changes in technology, supplied by third parties, transport difficulties, strike action, government measures, delays in the supply, omissions of suppliers and/or manufacturers of UK Fuels and of auxiliary staff or persons, sickness of staff, faults of resources or means of transport, and any other circumstance that interferes with the performance or execution of the Agreement.
21.2. In the event of force majeure, UK Fuels is entitled to cancel or postpone performance of the Agreement without judicial intervention, for a period of 6 months, or to terminate the Agreement in whole or in part, without any liability towards the Customer or End User.
21.3. If a situation of force majeure lasts for more than 30 days, UK Fuels has the right to terminate the Agreement, in which case any part of the Agreement that has already been performed must be paid for pro rata, and neither party will be liable to the other for any reason.
22. Liability of the Customer
22.1. The Customer guarantees that all obligations from these General Terms and Conditions apply legally binding on the End User, being a customer of the Customer and/or a third party to whom the Customer has granted permission or has actually enabled the use of the Products and/or Services.
22.2. The Customer warrants and guarantees that both himself and the End User, as described in clause 22.1, will not make Unauthorised Use of the Products and/ or Services. The Customer indemnifies UK Fuels for any damage, including all costs reasonably incurred or that might be incurred by UK Fuels as a result of such acts and/or omissions and any claims for damages of third parties and/or End Users in connection with situations in which the Customer is liable as set out in this clause.
22.3. The Customer undertakes to perform the Agreement with due observance of the interests of UK Fuels. The Customer shall not obstruct UK Fuels in any way in the delivery of its Services. For example, the Customer is not permitted to take any action of which, in the reasonable opinion of UK Fuels, it can reasonably be assumed that it could damage the Products and/or Services of UK Fuels.
22.4. The Customer guarantees to UK Fuels that in no way whatsoever the Charge Card, or the coding, details, or other data stored on the Charge Card, will be copied or recreated. This means the whole or partial transfer of the coding, details, and data to other data carriers, such as telephones or digital keychains.
22.5 The Customer guarantees that it holds all permits and other authorisations necessary to own, lease and operate its properties as envisaged in the Agreement.
OTHER PROVISIONS AND APPLICABLE LAW
23.1. To the extent permitted by law, UK Fuels is entitled at all times to suspend or interrupt its obligation in respect of the Product and/or Services if the Customer fails to fulfil its obligations. Any resumption of performance by UK Fuels will only take place after the Customer has fulfilled its obligations in full, including payment of extra costs incurred by UK Fuels.
23.2. Postponement or suspension of Services and/or forced unavailability of a Product does not release a Customer from its obligation to pay the outstanding invoice(s) to UK Fuels.
23.3. In the event UK Fuels exercises its right of suspension, no right to compensation or restitution for the Customer will arise.
23.4. Insofar as permitted by law and unless explicitly agreed otherwise, any right of suspension and/or to set-off and/or right to retention of title by the Customer is excluded.
24. Assignment to Third Parties
24.1. The Customer is not permitted to assign its rights or obligations under the Agreement as a whole or in part to a third party, except with the prior written consent of UK Fuels. This provision has effect under both Contract Law and Property Law.
24.2. UK Fuels is entitled to assign its rights and obligations under the Agreement as a whole or in part to a third party. The Customer hereby grants its consent for such assignment in advance.
25. Intellectual Property
25.1. The Customer accepts that all intellectual property rights (including copyrights, trademark rights, database rights, and patent rights) contained in the Products and/or Services remain the property of UK Fuels and/or its licensors. In the context of the supply of the Products and/or Services, UK Fuels may use or develop products, materials, and methodologies containing data provided by the Customer or information derived from it, in which case any such products, materials, and methodologies will belong to the proprietary rights of UK Fuels. The Customer must refrain from violating or infringing the intellectual property rights, and any other rights, of UK Fuels.
25.2. The Customer is not permitted to remove or change any markings related to intellectual property rights (such as logos and copyright claims) on or related to the Products and/or Services supplied by UK Fuels, or on or in any software, hardware, equipment, UK Fuels Apps, Website, or materials provided.
25.3. The Customer shall not and shall not allow or assist third parties to: a. create or attempt to, or aid or permits others to, create by reverse, copy, engineering, disassembly, de-compilation, reverse engineering or otherwise, the internal structure, the source code, hardware design, or organization of any Product and/or Documentation, unless explicitly permitted by Law, or b. copy, modify, translate, or create derivative works of the same for any purpose (including error correction or any other type of maintenance) included in any Product and/or Documentation, unless with UK Fuels’ prior consents in writing, or c. separate the Product into component parts for distribution or transfer to a third party.
25.4 The Customer undertakes:
a. not to remove or alter any trademarks, Product identification, notices of any proprietary or copyright restrictions, or other markings or notices that appear on the Products or their packaging;
b. not to cause or permit anything which may damage or endanger the Manufacturer’s or UK Fuels’ Intellectual Property Rights or Products;
c. to notify UK Fuels of any actual, threatened or suspected infringement of the Manufacturer’s or UK Fuels’ Intellectual Property Rights;
d. to notify UK Fuels of any claim by any third party that the Products infringe any Intellectual Property Rights of any third party;
e. take such reasonable action as UK Fuels may direct at the expense of UK Fuels in relation to such infringement;
f. to compensate UK Fuels for any use by the Partner of the Manufacturer’s or UK Fuels’ Intellectual Property Rights otherwise than in accordance with this Agreement;
g. to indemnify UK Fuels for any liability incurred to third parties for any use of the Manufacturer’s or UK Fuels’ Intellectual Property Rights otherwise than in accordance with this Agreement;
h. on the expiry or termination of this Agreement forthwith not to use the Intellectual Property Rights save for any Products already purchased under the terms of this Agreement;
i. not to tamper with any markings or name plates or other indication of the source of origin of the Products which may be placed by the Manufacturer or UK Fuels on the Products;
j. not to use any name or mark similar to or capable of being confused with any trademark of the Manufacturer or UK Fuels nor modify any trademark of the Manufacturer or UK Fuels in any way nor use such trademarks or any derivation of them otherwise than is permitted by these General terms and Conditions;
k. to acknowledge that any goodwill or reputation for the Products or documentation generated by UK Fuels’ obligations under this Agreement will belong to UK Fuels and upon termination of this Agreement for whatever reason the Customer shall not be entitled to claim recompense or compensation for such enhanced goodwill or reputation.
26.2. When using UK Fuels’ Products and/or Services, the Customer shall comply with all applicable regulations, including the GDPR. Pursuant to the GDPR, UK Fuels may send personal data provided by the Customer or End User to third parties in the context of the performance of an agreement. If the Customer itself is also the controller of these personal data, the Customer is obliged to inform the data subject hereof. Customer will enter into a data processing agreement as provided by UK Fuels if needed according to clause 28 GDPR.
27. Other Provisions and Applicable Law
27.1. To the extent permitted by law, UK Fuels shall at all times have the right to unilaterally change the contents of the Services, the rates and tariffs, and these General Terms and Conditions. Changes will take effect on the date on which they are published on the Website or the Portal, unless otherwise specified, and will void the General Terms and Conditions and/or rates that applied until that time. Changes to the General Terms and Conditions will also apply to ongoing Agreements.
27.3. UK Fuels is entitled to engage third parties for the performance of the Agreement.
27.4. In the event that any provision(s) of these Terms and Conditions shall be held invalid or unenforceable by a court of competent jurisdiction or by any future legislative or administrative action, such holding or action shall not negate the validity or enforceability of any other provisions thereof. In that event, UK Fuels and the Customer will negotiate to agree on new provisions to replace the voided or nullified provisions. In the event that any provision of these Terms and Conditions shall finally be determined to be unlawful or unenforceable, such provision shall be deemed severed from these Terms and Conditions, but every other provision shall remain in full force and effect, and in substitution for any such provision held unlawful or unenforceable, there shall be substituted a provision of similar import reflecting the original intent of the clause to the extent permissible under applicable law.
27.5. Where these General Terms and Conditions state “including” or “among other things”, this will be read and interpreted to mean “including but not limited to”.
27.6. UK Fuels has an adequately published complaints’ procedure as published on the Website and handles complaints according to this procedure.
27.7. The Agreement and these General Terms and Conditions are governed exclusively by the laws of England and Wales. Any disputes related to or arising from the Agreement or these General Terms and Conditions must be filed with the competent courts of England and Wales.