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    Standard Terms and Conditions of Commercial Sales

    Standard Terms and Conditions of Commercial Sales

    FOR THE SUPPLY OF ELECTRIC VEHICLE CHARGING UNITS

    1 DEFINITIONS

    1.1 “Buyer” means the person who buys Goods from bp pulse; 

    1.2 “Goods” means the goods and any related services as described in the Invoice to be supplied to the Buyer from bp pulse;

    1.3 “Installation Requirements” means any written installation requirements with respect to the Goods issued by bp pulse to the Buyer together with the supply of the Goods; 

    1.4 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable; 

    1.5 “Invoice” means the invoice or receipt issued by bp pulse to the Buyer with respect to the supply of the Goods; 

    1.6 “bp pulse” means Chargemaster Ltd, Breckland, Linford Wood, Milton Keynes, MK14 6GY, England; 

    1.7 “User Guide” means any written guide for the operation and maintenance of the Goods issued by bp pulse to the Buyer together with the supply of the Goods. 

    1.8 “Unrecoverable Costs” means any costs incurred by bp pulse related to the Buyer’s order of Goods and Installation Services which cannot be recovered in the event of an order cancellation or change, including but not limited to costs for: (i) the site assessment and design work conducted for the Buyer’s Premises; (ii) any licences or authorisations required from the Distribution Network Operator (DNO), other local authorities, or third parties for the installation of Goods at the Buyer’s Premises; (iii) standing time associated with the labour assigned to perform Installation Services; and (iv) any Goods that have been specially ordered for the Buyer’s Premises.

    2 GENERAL

    2.1 These Terms and Conditions shall apply to the sale of Goods by bp pulse to the Buyer to the exclusion of all other terms and conditions referred to, implied, offered or relied on by the Buyer, by trade, custom, practice or in the course of dealing, whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer. 

    2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by bp pulse. 

    2.3 Terms and Conditions may be updated from time to time by bp pulse. These Terms and Conditions shall apply to the sale of Goods occurring on or after 30 June 2022. If you have questions on previous Terms and Conditions that cover the sale of Goods before this date, please email us at b2bsupport-bppulse@bp.com.

    3 PRICE AND PAYMENT

    3.1 The price for the Goods shall be that price stated in the Invoice, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs. 

    3.2 Subject to clause 3.3 and unless otherwise agreed in writing between the Buyer and bp pulse, payment of the price and VAT and any other applicable payments under these Terms and Conditions shall be due from the Buyer by credit/debit card or bank transfer payment against an Invoice upon ordering the Goods from bp pulse. 

    3.3 bp pulse may (at its sole discretion and subject to credit checking) extend credit terms to the Buyer upon terms to be agreed between the Buyer and bp pulse. 

    3.4 bp pulse shall be entitled to charge interest on overdue payments from the date when payment becomes due from day to day until the date of payment is received in full by bp pulse at a rate of 2.00% per annum above the base rate of the Bank of England. 

    3.5 If payment of the price or any part thereof is not made when due, bp pulse shall be entitled to: 

    3.5.1 require payment in advance of delivery in relation to any Goods not previously delivered; 

    3.5.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery; and/or 

    3.5.3 terminate the contract with the Buyer. 

    3.6 If the Buyer cancels the order after fourteen (14) days from the date of order placement, the Buyer shall be required to pay bp pulse for all Unrecoverable Costs that bp pulse has incurred related to the installation of Goods at the Buyer’s Premises. 

    3.7 If the Buyer requests changes to the order after fourteen (14) days from the date of order placement, bp pulse shall provide a revised Invoice which includes an updated amount due by the Buyer or any reimbursement owed bp pulse. Bp pulse reserves the right to include any Unrecoverable Costs on the revised Invoice. Any amounts due by the Buyer or any reimbursement owed by bp Pulse, as detailed on the revised Invoice, shall be paid within 30 days of the date of issuance of the revised Invoice. 

    DESCRIPTION

    4.1 Any samples, drawings, descriptive matter or advertising issued by bp pulse and any descriptions of the Goods or illustrations or descriptions contained in bp pulse’s data sheets or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods or services described in them shall not form part of the contract with the Buyer or have any contractual force. Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract with the Buyer. 

    4.2 The Goods are described in bp pulse’s data sheets, brochures, websites and the Invoice. bp pulse reserves the right to amend the specification for the Goods if required by any applicable statutory or regulatory requirement, and bp pulse shall notify the Customer in any such event. 

    5 DELIVERY

    5.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by bp pulse. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. 

    5.2 The date of delivery specified by bp pulse is an estimate only.

    6 RISK

    Risk of loss and damage to the Goods shall pass to the Buyer when the Goods are installed at the Buyer’s premises, except that if the Goods are delivered and stored at the Buyer’s premises prior to installation, risk of loss and damage to the Goods shall pass to the Buyer during such period of storage. If the parties have agreed that the Buyer shall install the Goods itself, risk of loss and damage to the Goods shall pass to the Buyer upon delivery.

    7 RETENTION OF TITLE

    Title to the Goods, including full legal and beneficial ownership, shall not pass to the Buyer until bp pulse has received cleared payment in full: (i) for such Goods in accordance with these Terms and Conditions; and (ii) of all outstanding amounts (including interest) due from the Buyer to bp pulse under this and all other contracts between bp pulse and the Buyer.

    8 WARRANTY

    8.1 Subject to clause 8.3, the Goods shall be covered by a 36 months repair or replacement warranty (at bp pulse’s discretion) with respect to faulty parts and/or installation arising from any act or omission of bp pulse. This warranty period commences on the date of delivery of the Goods. 

    8.2 The Buyer undertakes to promptly notify bp pulse by calling bp pulse’s dedicated customer service call centre (available at www.bppulse.co.uk) of any fault in the Goods and in any event within 7 days of becoming aware of such fault. 

    8.3 bp pulse’s warranty does not apply in the event of a fault or damage arising from any of the following causes: 

    8.3.1 maintenance performed by any person not appointed or authorised by bp pulse; 

    8.3.2 installation of the Goods not carried out by bp pulse or one of its contractors; 

    8.3.3 damage caused by theft or vandalism or any other third-party act; 

    8.3.4 misuse or use of any kind of the Goods by the Buyer or any person for whom the Buyer is responsible that is not in accordance with the User Guide or any other oral or written instructions issued by bp pulse regarding the storage, installation, commissioning, use or maintenance of the Goods; 

    8.3.6 unauthorized opening of the Goods by the Buyer or any person for which the Buyer is responsible; 

    8.3.7 natural disasters: earthquakes, lightning, wind or water damage, and problems caused by fire or similar events; 

    8.3.8 unsuitable storage conditions; 

    8.3.9 modifications, additions or any other interference with the Goods by the Buyer, or any other party, or the electric vehicle, including software modifications, without the prior written consent from bp pulse; and 

    8.3.10 normal ageing and wear-and-tear of the Goods (i.e.: discoloration, normal corrosion). 

    8.4 Save where the Buyer has entered into an ongoing maintenance services contract with bp pulse with respect to the provision of “on-site” maintenance services, faulty Goods being repaired or replaced under bp pulse’s warranty shall be removed and returned to bp pulse’s premises. If the fault is found to have arisen due to any reason for which bp pulse’s warranty does not apply, the costs of the removal, repair, replacement, transportation, delivery, reinstallation, diagnostics, call-out fees and any other costs will be the responsibility of the Buyer. bp pulse reserves the right to suspend the performance of any repair or replacement of the Goods in accordance with bp pulse’s warranty at any time until the Buyer has paid in full for such repair, replacement and/or associated costs for which the Buyer may be responsible. 

    8.5 Repair, modification or replacement of parts during the warranty period will not extend the original warranty period of the Goods. 

    8.6 Where the Goods have been manufactured and supplied to bp pulse by a third party, any warranty granted to bp pulse in respect of the Goods shall be passed on to the Buyer. 

    8.7 bp pulse shall be entitled in its absolute discretion to refund the price of the faulty Goods if such price has already been paid in whole or in part. 

    8.8 If the Buyer has subscribed to, and paid for, any ongoing maintenance services contract, the terms of such contract shall prevail over these Terms and Conditions with respect to the repair or replacement of any faulty Goods. 

    8.9 Upon receipt of any Goods returned under bp pulse’s warranty, bp pulse will examine and attempt to remedy any defects identified at its own expense and by whatever means bp pulse deems appropriate. Under this warranty, bp pulse reserves the right to supply new or reconditioned equipment to the Buyer, or by way of repairing the product in bp pulse’s workshops and/or at the point of installation. 

    8.10 Any part or component in the Goods replaced under bp pulse’s warranty will become the property of bp pulse. 

    8.11 Except as provided in this clause 8, bp pulse shall have no liability to the Buyer in respect of the failure of the Goods to comply with these Terms and Conditions.

    9 INSTALLATION

    9.1 If bp pulse is responsible for installing the Goods, bp pulse shall perform such services: 

    9.1.1 with reasonable care and skill and in accordance with generally recognised commercial practices and standards in the industry for similar services; 

    9.1.2 in accordance with the descriptions and specifications set out in the Installation Requirements; and 

    9.1.3 in accordance with all applicable law. 

    9.2 If the Buyer or any contractor, employee, servant or agent of the Buyer (or any person other than bp pulse or one of its contractors) installs the Goods, bp pulse shall have no liability to the Buyer arising in contract, tort, negligence or otherwise for any the design, workmanship, equipment and materials provided with respect to such installation. 

    10 CHARGEVISION

    10.1 If the Buyer has purchased a communicating charging unit and has subscribed to a data package as part of the sale of the Goods, the Buyer shall be given access to bp pulse’s online ChargeVision service providing bp pulse with electric usage data with respect to the Goods for a period to be agreed between the Parties. 

    10.2 The Buyer acknowledges that at the end of the data package period described in clause 10.1, access to the ChargeVision service shall be withdrawn unless the Buyer enters into a separate written agreement with bp pulse for the ongoing provision of the ChargeVision services. The fees for the ongoing provision of ChargeVision shall be available from bp pulse on request. 

    10.3 By using the ChargeVision services, the Buyer confirms that it understands that: 

    10.3.1 electric usage data will be collected from the Goods during any period in which the Buyer has access to the ChargeVision service; 

    10.3.2 electric usage data provided by the ChargeVision service is provided for information purposes and the ChargeVision service shall not be considered or used as an electricity meter; 

    10.3.3 electric usage data provided by the ChargeVision service is subject to the performance of the relevant mobile phone operator, mobile phone signal and/or the quality of data transmission; and 

    10.3.4 bp pulse shall not be held responsible for the delivery or accuracy of any of the electric usage data provided. 

    10.4 bp pulse withholds the right to disable and/or de-commission the Goods at any time if bp pulse believes (acting reasonably) that the Buyer has abused or misused the Goods or any of the electric usage data provided. 

    11 LIABILITY

    11.1 All implied terms, conditions, representations or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made by bp pulse or not) are, to fullest extent permitted by law, hereby excluded from the sale of the Goods to the Buyer under these Terms and Conditions. 

    11.2 The Buyer shall indemnify bp pulse and/or any of bp pulse’s contractors, servants, employees and agents against any claim, loss or damage (including indirect and consequential losses), injury, fine or penalty suffered as a result of any act, omission or breach of these Terms & Conditions including the use of the Goods that is not in accordance with the User Guide or any interference, opening up, tampering, modification of or with the Goods, in each case, by the Buyer or persons for whom the Buyer is responsible.

    12 LIMITATION OF LIABILITY

    12.1 Nothing in the Terms and Conditions limits any liability of either party which cannot legally be limited, including but not limited to liability for: 

    12.1.1 death or personal injury caused by negligence; 

    12.1.2 fraud or fraudulent misrepresentation; and 

    12.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession). 

    12.2 Subject to clause 12.1, bp pulse’s total liability to the Buyer shall not exceed the price paid for the Goods. bp pulse’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the sale of the Goods. 

    12.3 To the extent permitted by applicable law and save as provided by clause 12.1, neither party shall be liable to the other with respect to the following types of loss: 

    12.3.1 loss of profits; 

    12.3.2 loss of sales or business; 

    12.3.3. loss of agreements or contracts; 

    12.3.4 loss of anticipated savings; 

    12.3.5 loss of use or corruption of software, data or information; 

    12.3.6 loss of or damage to goodwill; or 

    12.3.7 indirect or consequential loss.

    13 INTELLECTUAL PROPERTY RIGHTS

    All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of bp pulse, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest and remain vested in bp pulse by the execution of appropriate instruments or the making of agreements with third parties.

    14 FORCE MAJEURE

    bp pulse shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and bp pulse shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as bp pulse considers unreasonable, it may, without liability on its part, terminate the contract with the Buyer.

    15 RELATIONSHIP OF PARTIES

    Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

    16 ASSIGNMENT AND SUB-CONTRACTING

    The contract between the Buyer and bp pulse for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of bp pulse.

    17 WAIVER

    The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

    18 SEVERABILITY

    If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed, and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

    19 PERSONAL INFORMATION AND USAGE DATA

    19.1 bp pulse undertakes that personal information of the Buyer will be safeguarded and processed in accordance with the requirements of the Data Protection Act 2018 as set out in our Customer Privacy Notice (which can be found at www.bppulse.co.uk). 

    19.2 The Buyer gives its permission for government departments, public bodies, utilities, licensed energy suppliers and bp pulse to use the electric usage data from the Goods (in an anonymised form) to inform future strategy and policy development.

    20 ANTI-CORRUPTION, ANTI-MONEY LAUNDERING AND ETHICAL COMPLIANCE

    20.1 The Buyer agrees and undertakes that, in connection with these Terms and Conditions and any transactions under them, it will comply with all applicable anti-money laundering and anti-corruption laws, rules and regulations, decrees and/or official government orders of the United Kingdom, the United States of America, and of any country where the Goods will be transported or distributed to or from in connection with these Terms and Conditions and any transaction under them. 

    20.2 The Buyer warrants and undertakes that, in connection with these Terms and Conditions and any transactions under them nor any other person acting on its behalf, has made, offered, promised to make or authorized, or will make, offer, promise to make or authorize, any payment or other transfer of anything of value, directly or indirectly to: 

    20.2.1 any government official; 

    20.2.2 any director, officer, or employee of bp pulse or any of its affiliates; 

    20.2.3 any political party, official of a political party, or candidate for public office; 

    20.2.4 an agent or intermediary for payment to any of the foregoing; or 

    20.2.5 any other person or entity, 

    In each case, for the purpose of obtaining or influencing official actions or decisions or securing any improper advantage in order to obtain or retain business, if such payment or transfer would violate or be inconsistent with the principles of any applicable anti-corruption legislation, including but not limited to the anti-corruption laws of the United Kingdom, the United States of America or of any country where goods will be transported or distributed to or from in connection with these Terms and Conditions. 

    20.3 For the purposes of this clause, the term “government official” shall include any minister, deputy minister, manager, civil servant, director, officer, or employee of any government or any department, agency or instrumentality of any government, and/or of any public sector company or an enterprise in which a government owns a majority or controlling interest, and/or of any public international organization. This term also includes any police or military personnel and any person acting in any official, administrative or judicial capacity for or on behalf of any such government or such department, agency, instrumentality, company or public international organization. 

    20.6 The Buyer confirms that it has carefully reviewed the bp Code of Conduct (a copy of which is available at www.bp.com) and agrees and undertakes that, in connection with these Terms and Conditions and any transactions under them, it will act consistently with the applicable principles of the bp Code of Conduct in all material respects. 

    21 FLEET AT HOME

    21.1 Definitions

    For the purposes of this Section 21, the following definitions will apply:

    21.1.1 “Additional Works” means any additional works required at the address as agreed with the Buyer to enable installation of the Goods that are not included within a Standard Domestic Installation, including but not limited to:

    (A) aerial or subterranean runs of cable;

    (B) cable runs greater than 15m;

    (C) alterations to a Buyer Employee's existing electrical installations, electrical meter or consumer units (power distribution board);

    (D) installations of a cable that must be trenched, or hidden behind walls, through joists, under tiles/carpets/floorboards/paving slabs;

    (E) installations at properties with 3-phase electricity supply; and

    (F) installation at an address located in the Scottish highlands, remote locations by postcode or an island that is separated from mainland England, Scotland, Wales, or Northern Ireland.

    21.1.2 “Additional Works Charges” means the charges as agreed with the Buyer pursuant to the Additional Works Quotation for any Additional Works.

    21.1.3 “Additional Works Quotation” has the meaning given to it in Section 21.7.4.

    21.1.4 "Buyer Employee" means an employee of the Buyer who is to have Goods installed at their Buyer Employee Premises.

    21.1.5 "Buyer Employee Premises" means the residential premises of Buyer Employees.

    21.1.6 “Standard Domestic Installation” means installation of the Goods by bp pulse (or an agent or contractor engaged by bp pulse) that:

    (A) includes a cable run of up to 15 meters to be fixed flush to the wall, with the installation being completed by one installation engineer within 4 hours in accordance with current BS7671 wiring regulations and the current IET Code of Practice for Electric Vehicle Charging Equipment Installation, and any relevant subsequent amendments thereof and shall not include any Additional Works or supply of equipment or other infrastructure necessary as a result of onerous, unusual or challenging conditions at the premises that adversely affect the installation of the Goods. Where Additional Works, supply of equipment or other infrastructure are required, Section 21.7.4 shall apply;

    (B) assumes that correct electrical connections and protections are available on the Buyer Employee Premises, and that no civil works or electrical remedial works (including such work as required by the relevant DNO and / or the installation of an isolator switch) are required prior to or during installation; and

    (C) assumes the installation point and the cable installation route is safe, free from asbestos and complies with all applicable health and safety regulations.

    21.2 General

    21.2.1 This Section 21 only applies where the Buyer is purchasing the Goods for use by Buyer Employees.

    21.2.2 For the purposes of this Section 21, references to the Buyer's [p/P]remises should be deemed to be references to the Buyer Employee Premises.

    21.3 Relationship with Buyer Employees

    21.3.1 The Buyer shall ensure that it makes a copy of the Terms and Conditions available to Buyer Employees, and procure that Buyer Employees provide reasonable cooperation to bp pulse where required in accordance with these Terms and Conditions. The Buyer shall also provide such web link (or alternative means for Buyer Employees to provide personal details) as bp pulse may specify to the Buyer from time to time in writing to Buyer Employees to enable bp pulse to collect the personal details from them to facilitate installation of the Goods.

    21.3.2 The Buyer shall be responsible and liable for the actions of all Buyer Employees in relation to these Terms and Conditions. bp pulse shall not be liable to any Buyer Employee in relation to these Terms and Conditions save as set out in Section 21.3.5.

    21.3.3 Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between bp pulse and any Buyer Employees and nothing in these Terms and Conditions shall be deemed to construe bp pulse or any Buyer Employee as the agent of the other(s).

    21.3.4 Subject to Section 21.3.5, these Terms and Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.

    21.3.5 Buyer Employees shall be entitled to enforce the benefit of Section 21.8. However this right will be limited to a right to enforce the indemnity and shall not include a right to terminate these Terms and Conditions.

    21.3.6 The rights of the parties to rescind or vary these Terms and Conditions are not subject to the consent of any other person, including Buyer Employees.

    21.4 Descriptions

    21.4.1 The Buyer shall ensure that Buyer Employees are aware of Section 4.1 of the Terms and Conditions.

    21.5 Pre Installation Survey

    21.5.1 The Buyer shall procure that prior to installation, bp pulse and its chosen contractor are permitted to conduct a survey of each relevant Buyer Employee Premises to ascertain suitability and requirements for the installation of the Goods. As an alternative to an on-site survey conducted by bp pulse or its contractor, bp pulse may ask Buyer Employees to complete a self-service online survey.

    21.5.2 The self-service online survey includes an evaluation of aspects of the Buyer Employee Premises that may impact or be impacted by the installation of the Goods. The Buyer shall procure that Buyer Employees provide to bp pulse all relevant data and/or information to make a technical assessment of works involved either by online questionnaire, image and video upload, video call or telephone call. The Buyer warrants that all information supplied by the Buyer Employees to bp pulse in relation to the self-service online survey is correct, complete, and accurate, and the Buyer shall be liable for any costs incurred by bp pulse due to the supply of false, inaccurate or incomplete information.

    21.5.3 The on-site survey requires the local presence of bp pulse’s installation partner at the Buyer Employee Premises and will require access, to all aspects of the Buyer Employee Premises that may impact or be impacted by the installation of the Goods including but not limited to electrical meter, consumer units (power distribution board), and Goods location. The Buyer will procure that Buyer Employees grant such access as is necessary in relation to this Section 21.5.3.

    21.5.4 Following the self-service online installation survey or the on-site survey (whichever is chosen by the Buyer Employee), the Buyer will receive confirmation from bp pulse of a Standard Domestic Installation or whether any Additional Works are required along with a quotation for the same. If Additional Works are required, installation will be scheduled after the Buyer has paid for such Additional Works.

    21.6 Additional Works

    21.6.1 Where the Buyer is notified of any Additional Works in accordance with Sections 21.7.4 and 21.7.5, the Buyer must pay bp pulse the Additional Works Charge before the Additional Works will be completed. Where the Additional Works Quotation has been agreed by the Buyer, bp pulse will contact the Buyer to request payment of the Additional Works Charge prior to the completion of the Additional Works.

    21.6.2 Where the Buyer has paid the Additional Works Charge and bp pulse is subsequently unable to undertake the Additional Works at the address specified by the Buyer, bp pulse will refund the full amount of the Additional Works Charge paid by the Buyer. Where bp pulse undertakes part of the Additional Works, bp pulse will refund to the Buyer the amount of the Additional Works Charges attributable to the Additional Works that bp pulse has not undertaken.

    21.7 Delivery and Installation

    21.7.1 Section 5.1 of the Terms and Conditions shall not apply to the Goods. bp pulse shall make arrangements directly with Buyer Employees to deliver the Goods.

    21.7.2 The Buyer shall ensure that Buyer Employees are aware that the date of delivery specified by bp pulse is an estimate only.

    21.7.3 The Buyer shall ensure that the Buyer Employees are aware of, and shall procure the Buyer Employees compliance with, the Installation Requirements.

    21.7.4 The price for the installation of the Goods shall be based upon the information provided by the Buyer Employees to bp pulse. On each day of installation, a site survey of the relevant Buyer Employee Premises will be conducted by bp pulse’s installation engineer. If and to the extent the Goods cannot be installed because:

    (A) any information provided by the Buyer or a Buyer Employee in relation to the installation site is found to be incorrect or has changed; or

    (B) bp pulse’s installation engineer discovers onerous, unusual or challenging conditions at the installation site that adversely affect the installation of the Goods;

    then, bp pulse may, at its own discretion: (i) cancel or suspend the installation of the Goods until any necessary Additional Works have been completed by the Buyer; and/or (ii) provide the Buyer with a written quotation for bp pulse to complete any necessary Additional Works (“Additional Works Quotation”).

    21.7.5 bp pulse may at its own discretion charge the Buyer a missed installation fee of an amount equal to the total cost of installation as listed in the quotation provided to Buyer in respect of each missed installation if:

    (A) Buyer or a Buyer Employee cancels or suspends the installation within three (3) business days from the agreed installation time;

    (B) the installation has been cancelled or suspended in accordance with Section 21.7.4 due to inaccurate or incomplete information provided by the Buyer or a Buyer Employee prior to the agreed installation date;

    (C) the relevant Buyer Employee or a delegate of the Buyer Employee over the age of 18 is not, or is unable to be, present during the agreed installation time; or

    (D) Buyer requests changes to the scope of work or selected products on the agreed day of installation.

    21.7.6 Where bp pulse has provided and the Buyer has accepted an Additional Works Quotation, bp pulse will invoice the Buyer for the Additional Works Charge after completion of the Additional Works, and Buyer shall make payment Invoices submitted by bp pulse in accordance with clause 3 and not later than thirty (30) calendar days of the invoice date.

    21.7.7 In the event that the Buyer does not accept the Additional Works Quotation or cancels the installation of the Goods and/or any Additional Works for any reason, then bp pulse will not continue with the installation of the Goods and/or any Additional Works (as may be applicable) and the Buyer shall be entitled to a refund of any payments received by bp pulse for the Goods or works not undertaken provided that if the Buyer cancels the installation of the Goods and/or Additional Works, bp pulse shall be entitled to deduct from such refund any reasonable costs or expenses that it may incur as a result of such cancellation.

    21.8 Indemnity

    21.8.1 bp pulse shall indemnify the Buyer against any claim, loss or damage (including indirect and consequential losses), injury, fine or penalty in connection with death, personal injury or damage to property suffered by the Buyer Employee as a direct result of any inherent defect in the Goods.

    21.9 Data Protection

    21.9.1 The Buyer acknowledges and agrees that it shall not transfer any personal data in relation to Buyer Employees to bp pulse.

    21.9.2 The parties agree that bp pulse is an independent controller of any personal data it collects from Buyer Employees.

    21.10 Warranties

    21.10.1 For the purposes of Section 8 of the Terms and Conditions (but excluding Section 8.4, 8.6, 8.8) references to the Buyer shall be deemed to include the Buyer Employees.

    21.10.2 bp pulse's warranty does not apply in the event of a fault or damage arising from: (i) abnormal user conditions that lead to excessive wear-and-tear of the Goods (e.g., charging cables left in socket for excessive periods of time); or (ii) accidental, negligent, or wilful damage to Goods caused by the Buyer, Buyer Employee, or other third parties (e.g., damage from vehicle strike).

    21.11 Liability

    21.11.1 The Buyer shall ensure that Buyer Employees are aware that all implied terms, conditions, representations or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made by bp pulse or not) are, to fullest extent permitted by law, excluded by bp pulse.

    21.12 HSSE

    21.12.1 Heath, safety, security and environment (HSSE) terms will be provided separately to the Buyer by bp pulse in line with the CDM Regulations 2015, and the roles and responsibilities of the parties will be assigned therein.

    22 GOVERNING LAW

    These Terms and Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England.

    23 JURISDICTION

    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms and Conditions or their subject matter or formation.