These terms and conditions apply once a customer has accepted a quotation from Pro EV Group Ltd. The Quotation and these terms and conditions together constitute the binding Contract between the Customer and Pro EV Group Ltd regarding the supply and installation of electric vehicle charging points.
- Agreement for EV Charge Points
1.1 Pro EV Group Ltd, hereafter referred to as “Pro EV,” shall supply, and the Customer shall purchase the Charger and Services in accordance with the Quotation and these terms and conditions (the “Contract”).
1.2 The Contract shall prevail over any other terms and conditions related to the acceptance of the Quotation or any orders made by Pro EV.
2. Definitions and Interpretation
In this Contract, unless the context otherwise requires, the following expressions have the following meanings:
“Business Day” means any day other than a Saturday, Sunday, or bank holiday in England;
“Business Hours” means Monday to Friday, 9 am to 5 pm;
“Charger(s)” means the electric vehicle charger(s) which Pro EV will supply in accordance with this Contract and all associated hardware required for the operation of such electric vehicle charger as specified in the Quotation;
“Commencement Date” means the date the Quotation was accepted by the Customer;
“Confidential Information” means information disclosed by Pro EV to the Customer, or by the Customer to Pro EV, in connection with this Contract, whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such;
“Contract” has the meaning in clause 1.1;
“Contract Price” means the price stated in the Quotation payable for the Charger and the Installation Services. Any prices in the Quotation not related to the price for the supply of the Charger or the Installation Services under this Contract shall not form part of the Contract Price;
“Customer” means the person who accepts a Quotation from Pro EV for the sale of Charger and supply of the Installation Services;
“Delivery Date” means the date on which the Charger is to be delivered as stipulated in clause 5.2;
“DNO” means the Site’s local distribution network operator;
“Pro EV” means Pro EV Group Ltd, a company registered in England under 12545575 of Unit A, Beckerings Park, Lidlington, Bedford, England, MK43 0RD, and includes all employees and agents of Pro EV Group Ltd;
“Force Majeure Event” means any circumstance not within a party’s reasonable control, including but not limited to: (a) acts of God, flood, fire, storm, tempest, drought, earthquake, or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical, or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota, or prohibition; (f) collapse of buildings, fire, explosion, or accident; (g) interruption or failure of utility service such as a power failure, internet service provider failure; (h) any labour or trade dispute, strikes, industrial action, or lockouts; and/or (i) any supply interruptions, import delays, or customs issues. “Installation Date” means the date that the Charger is to be installed at the Site as specified in the Quotation or otherwise agreed in writing between Pro EV and the Customer, if different from the Delivery Date;
“Installation Services” means the installation of each Charger;
“Month” means the calendar month;
“Postponement Fee” means a fee payable by the Customer if the Delivery Date is postponed by three months or more following written notice by the Customer. This fee is stipulated at Pro EV’s discretion;
“Quotation” means the quote document attached to the EV charging proposal document provided to the Customer along with these terms and conditions, which sets out the Contract Price;
“Site” means the site where the Charger is to be installed as specified in the Quotation;
“Specification” has the meaning in clause 4.2.
“Workplace Charging Scheme” is a grant provided by the Office of Zero Emission Vehicles that reduces the purchase and installation costs of a workplace charge point.
2.1 Unless the context otherwise requires, each reference in this Contract to:
(a) “writing,” and any cognate expression, includes a reference to any communication effected by electronic or similar means;
(b) a statute (meaning a written law passed by the government) or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
(c) a clause is a reference to a clause of this Contract; and
(d) “Party,” “the Parties,” or “Each Party” refers to the parties to this Contract.
2.2 The headings used in this Contract are for convenience only and shall have no effect upon the interpretation of the Contract.
3. Basis of Sale and Service
3.1 Pro EV will supply the Charger and provide the Installation Services in accordance with the terms of the Quotation.
3.2 This Contract shall take effect and become binding on the Parties on the Commencement Date.
3.3 Pro EV’s employees or agents are not authorised to make any representations concerning the Charger or Services unless confirmed by Pro EV in writing. In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations not included in this Contract.
3.4 Pro EV may amend sales literature, price lists, and other documents issued in relation to the Charger and Services without notice, and these documents will not constitute offers to sell the Charger that are capable of acceptance.
3.5 Any typographical, clerical, or other accidental errors or omissions in any sales literature, proposal document, Quotation, price list, acceptance of offer, invoice, or other document or information issued by Pro EV shall be subject to correction without any liability on the part of Pro EV.
4. Charger Specification
4.1 Pro EV will ensure that each Charger:
(a) complies with any requirements specified in the Quotation;
(b) is new at the point of installation;
(c) is not the subject of any security interest or adverse title, other than any security interest approved by the Customer (not to be unreasonably withheld or delayed);
(d) complies with all applicable laws, regulations, standards, grid, and communication requirements as set out in this Contract;
4.1 Pro EV reserves the right to make any changes to the Specification which are required to conform with any applicable safety or other statutory or regulatory requirements or which do not materially affect the Charger’s quality or performance.
5. Delivery
5.1 Pro EV shall deliver the Charger to the specified Site prior to installation.
6. Non-Delivery of Charger
6.1 If Pro EV fails to deliver the Charger on the Delivery Date for reasons within Pro EV’s reasonable control or due to Pro EV’s or the carrier’s fault and seven (7) days following receipt of written notice from the Customer reporting such failure, Pro EV still fails to deliver the Charger within seven (7) Business Days after receiving such notice, the Customer may terminate the Contract, and Pro EV shall return to the Customer any advance payment made by the Customer to Pro EV under this Contract. Pro EV shall have no further liability for failure to deliver by the Delivery Date.
7. Installation Services – Pro EV’s Obligations
7.1 Pro EV will provide the Installation Services:
(a) using reasonable care and skill;
(b) in accordance with the Quotation in all material respects; and
(c) using reasonable endeavours to keep noise and disruption to the Customer’s operations to a minimum.
7.2 If the Customer wishes to postpone the Installation Services, written notice must be provided to Pro EV at least seven (7) Business Days before the Installation Date specified in the Quotation.
7.3 Pro EV will make reasonable efforts to accommodate any Site access restrictions communicated in writing ahead of the Installation Date by the Customer, its consultants, or subcontractors. However, the Customer agrees to be flexible and extend Site access times if reasonably required by Pro EV to perform the Installation Services effectively.
7.4 The Customer is responsible for ensuring that the Site is suitable for the installation of the Chargers. If the Site is not suitable for the installation or any unforeseen event arises that may materially impact the Charger and/or Installation Service, extending the contract duration and cost, Pro EV reserves the right to increase the Contract Price accordingly.
8. Installation Services – Customer Obligations
The Customer shall:
(a) Ensure that the terms of the Quotation are complete and accurate;
(b) Cooperate with Pro EV in all matters relating to the Charger and Installation Services;
(c) Provide Pro EV, its consultants, and subcontractors with access to the Site and other facilities during Business Hours, as reasonably required for the provision of the Charger and Installation Services;
(d) Obtain and maintain all necessary licenses, permits, permissions, and consents required for the Charger and Installation Services before the Installation Date;
(e) Be responsible for any costs imposed by National Grid or the DNO for connection of the Charger and the Site to the grid, including any grid reinforcement works required for the Chargers, as well as any costs for connection to a telecommunications network;
(f) Comply with all applicable laws, including health and safety regulations;
(g) Comply with any additional obligations set out in the Quotation.
9. Price
9.1 All prices are inclusive of charges for packaging and delivery, unless otherwise stated in the Quotation.
9.2 The Contract Price includes any applicable value-added tax, excise, sales taxes, or similar levies, which the Customer shall be liable to pay additionally to Pro EV.
10. Payment
10.1 Pro EV will invoice the Customer prior to delivery of the Charger and/or completion of the Installation Services (if applicable) as agreed in the Quotation.
10.3 If the Customer fails to make any payment on the due date, Pro EV may cancel the order or suspend further deliveries or services, appropriate any payment made for the Charger or Services, and charge interest on the overdue sum at a rate of 8% per year above the Bank of England’s base rate, calculated daily.
11. Risk and Retention of Title
11.1 Risk of damage or loss of the Charger shall pass to the Customer upon delivery.
11.2 Legal and beneficial title to the Charger shall remain with Pro EV until full payment of the Charger’s price has been received in cleared funds.
11.3 Pro EV may repossess any Charger for which it retains title without notice and is authorised to enter the Site during business hours for this purpose.
12. Defective Charger
12.1 Pro EV shall not be liable for any defects arising from fair wear and tear, wilful damage, negligence, failure to follow instructions, misuse, alteration without approval, or any other act or omission of the Customer or any third party.
13. Liability
13.1 Pro EV’s liability is not excluded or limited for death or personal injury caused by negligence, illegal acts, or fraud.
13.2 All warranties, conditions, and implied terms by statute or common law, except those implied by section 12 of the Sale of Goods Act 1979, are excluded to the fullest extent permitted by law.
13.3 The Customer shall indemnify Pro EV against any damages, costs, claims, and expenses arising from loss or damage to equipment caused by the Customer, its agents, or employees.
13.4 Pro EV shall not be liable for failure or delay in performing its obligations due to any cause beyond its reasonable control, including Force Majeure Events.
13.5 Pro EV’s total liability arising from the Contract shall be limited to the Contract Price, and it shall not be liable for any indirect or consequential loss or claims for consequential compensation whatsoever.
14. Ending the Contract
14.1 Pro EV may terminate the Contract with immediate effect if the Customer fails to perform its obligations and does not remedy the failure within seven (7) days of written notice.
14.2 The Customer may terminate the Contract with immediate effect under certain conditions, including failure of Pro EV to perform its obligations or insolvency.
14.3 Other than as specified in clause 14.2, the Customer may not terminate the Contract without Pro EV’s written agreement and shall indemnify and reimburse Pro EV for any losses incurred due to the termination.
14.4 Cancellation by the Customer:
(a) Subject to clauses 14.1 and 14.2, if the Customer needs to cancel the Contract for the supply and installation of the Charger, the following cancellation fees shall apply:
(i) Cancellation more than seven (7) Business Days prior to the Installation Date: The Customer shall be liable to pay a cancellation fee equivalent to 25% of the Contract Price.
(ii) Cancellation between three (3) to seven (7) Business Days prior to the Installation Date: The Customer shall be liable to pay a cancellation fee equivalent to 50% of the Contract Price.
(iii) Cancellation less than three (3) Business Days prior to the Installation Date: The Customer shall be liable to pay a cancellation fee equivalent to 75% of the Contract Price.
(b) Notice of cancellation must be provided in writing and received by Pro EV within the time frames specified above to be effective.
(c) The cancellation fee is due to the costs incurred by Pro EV in preparation for the installation, including but not limited to, scheduling, equipment reservation, and potential loss of business.
(d) Any advance payment made by the Customer may be applied towards the cancellation fee. If the advance payment exceeds the cancellation fee, the excess amount shall be refunded to the Customer. If the advance payment is insufficient to cover the cancellation fee, the Customer shall be invoiced for the remaining balance.
(e) This cancellation policy does not affect the Customer’s statutory rights.
15. Confidentiality
15.1 Both Parties shall keep Confidential Information confidential and not disclose it to others, except as necessary for the Contract’s purposes or required by law.
15.2 Confidential Information may be disclosed to certain parties, subject to appropriate confidentiality undertakings.
16. Communications
16.1 All notices shall be in writing and deemed duly given if signed by a duly authorised officer of the Party giving the notice.
16.2 Notices shall be deemed to be given when delivered (if by courier), sent successfully (if by facsimile or email), or within a specified period from mailing (if by ordinary or airmail).
17. Assignment
17.1 Pro EV may assign or subcontract the Contract without the Customer’s prior consent.
17.2 The Customer may not assign the Contract without Pro EV’s prior written consent.
18. Force Majeure
18.1 Neither Party shall be liable for failure or delay in performing their obligations due to causes beyond their reasonable control.
18.2 Provisions regarding Force Majeure Events are applicable.
19. Other important terms
19.1 This Contract constitutes the entire agreement between the Parties, supersedes previous agreements, and governs the supply and installation of Chargers at the Site.
19.2 No third-party rights under the Contracts (Rights of Third Parties) Act 1999.
19.3 Any variation to the Contract shall be in writing.
19.4 If any provision is invalid, illegal, or unenforceable, it shall be deleted, but the remaining provisions shall not be affected.
19.5 No partnership intended.
19.6 The Contract shall be governed by English law, and any disputes shall fall within the jurisdiction of the courts of England and Wales.