Terms of Service

1. Definitions

In these terms, the following expressions have the meanings given below. A reference to the singular includes the plural, and a reference to a person includes a company or other legal entity.

• Company means Talaria Power Tech (HongKong) Co., Limited, registered at Rm 704 Cheuk Nang Centre, 9 Hillwood Rd, Tsim Sha Tsui, Hong Kong - 999077, Hong Kong (HK).
• Customer means the individual or organisation that orders goods or services from the Company.
• Goods means battery packs, chargers, cables, enclosures and other items supplied by the Company.
• Services means pack assembly, charger batch runs, fleet conversion desk work, balance windows, tune reviews and range test sittings.
• Order means a written request for Goods or Services accepted by the Company.
• Site means the premises at which the Services are performed or the Goods are installed.

Headings are included for convenience only and do not affect interpretation.

2. Acceptance of Terms

These terms form the whole agreement between the Company and the Customer in respect of the Goods and Services unless a separate written contract has been signed by both parties. Any terms printed on a Customer purchase order that conflict with these terms are rejected unless expressly accepted in writing by an authorised representative of the Company.

An Order becomes binding when the Company issues a written order confirmation. A quotation alone is not an acceptance of an Order. Where the Customer asks the Company to begin work before a confirmation is issued, these terms apply to that work from the moment it begins.

No variation of these terms is effective unless it is recorded in writing and approved by an authorised representative of the Company.

3. Scope of Services

The Company supplies power packs, chargers and fleet conversions from its Tsim Sha Tsui quarter. The six standing services are pack assembly bays, charger batch runs, fleet conversion desks, cell balance windows, BMS tune reviews and range test sittings, each described on the services page of the website.

The Company does not manufacture battery cells and does not sell vehicles. Where a cell supplier changes a specification, the Company will inform the Customer and agree a substitution where one is needed.

The Company may decline an Order where the requested work falls outside its competence, where the site is unsafe, or where the Customer cannot supply the information needed to carry out the work responsibly.

4. Quotations and Order Confirmation

A quotation is valid for thirty days from its date unless it states otherwise. Prices in a quotation are based on the scope described in it, and a change in that scope may lead to a revised quotation.

The Company may ask for a written purchase order, a deposit or written confirmation of a delivery address before issuing an order confirmation. Where a quotation is based on an estimated fleet size, the Company may adjust quantities after an intake survey without changing the quoted unit price.

An order confirmation records the Goods or Services, the price, the estimated delivery window and any special conditions. A Customer that believes the confirmation is incorrect must say so within five working days.

5. Pricing and Taxes

Prices are stated in the currency shown on the quotation. Unless a quotation states otherwise, prices exclude freight, insurance, duties and any tax that applies at the date of invoice.

The Company may adjust a price where the cost of cells, components or freight changes materially before delivery, provided that the Customer is notified in writing and given the option to cancel the affected portion of the Order.

A Customer that supplies its own goods, cells or components for use in a build agrees that the Company may charge for additional handling, testing and storage where those items arrive late, damaged or out of specification.

6. Payment Terms

Unless the order confirmation states otherwise, invoices are payable within thirty days of the invoice date. The Company may require a deposit before starting work on a custom build or a staged conversion.

Late payment may attract interest at the rate stated on the invoice or, where no rate is stated, at a reasonable commercial rate from the date due until payment is received. The Company may suspend further work while an undisputed invoice remains overdue.

Payments are made by bank transfer to the account shown on the invoice. The Customer bears any bank charges. The Company does not accept payment to an account that has not been confirmed in writing by an authorised representative.

7. Delivery and Collection

Delivery windows in an order confirmation are estimates. The Company will make reasonable efforts to meet them and will notify the Customer of any material delay. Time is not of the essence unless the order confirmation says so expressly.

Goods are delivered to the address stated in the order confirmation. The Customer must provide safe access, a responsible person to receive the Goods and suitable equipment to unload them. Where delivery cannot be completed for reasons within the Customer control, the Company may charge for a repeat delivery.

Where the Customer collects Goods from the quarter, collection is by prior arrangement. A person collecting must be authorised in writing and must be able to sign for the Goods.

8. Risk and Title

Risk in the Goods passes to the Customer on delivery or, where the Customer collects, on collection. Title to the Goods passes when the Company has received payment in full for those Goods and for any other amount due under the same Order.

Until title passes, the Customer holds the Goods as bailee for the Company, keeps them identifiable and does not dispose of them except in the ordinary course of its business. The Company may require the return of Goods for which title has not passed where an invoice remains unpaid.

The Customer must inspect the Goods on receipt and record any visible damage on the delivery document. Damage that is not visible must be reported within five working days, with photographs where possible.

9. Pack Assembly Standards

Packs are assembled to the specification recorded in the order confirmation. Cells are graded, grouped by measured similarity and welded under a recorded routine. Terminal hardware is torqued with a calibrated driver, and each pack receives a continuity pass and a low current wake test before the lid is closed.

A build sheet records the cell lots, torque values and operator initials for each pack. The Customer may request a copy of the build sheet for any pack supplied. The build sheet is a manufacturing record rather than a certificate of fitness for a particular vehicle.

The Customer is responsible for confirming that a pack specification is suitable for the vehicle, the controller and the intended duty cycle. Where the Company has recommended a specification based on information supplied by the Customer, the Customer remains responsible for the accuracy of that information.

10. Charger Batch Conditions

Chargers are tested in matched batches. Each unit receives a thermal note, a cable and connector check and a record of its cut off behaviour. Units that drift from the batch median are withheld from shipment until the cause is understood.

The Customer must install and operate chargers in accordance with the label and the handover briefing, including the ambient temperature range and the ventilation requirements. A charger used outside those conditions may lose its warranty cover.

Charger performance depends on the supply at the Site. The Company is not responsible for damage caused by an unstable supply, an unapproved adapter or a cable that has been modified after delivery.

11. Fleet Conversion Responsibilities

A fleet conversion is planned by the conversion desk and executed according to a staged schedule. The Customer provides accurate information about vehicles, routes, depots and charging points. The Company prepares the schedule on the basis of that information and may revise it where the information changes.

The Customer is responsible for taking vehicles out of service as scheduled, for providing a safe working area and for ensuring that any third party contractor working alongside the Company is coordinated. Delays caused by vehicle unavailability may lead to a revised schedule and additional charges.

Wiring and harness changes recommended by the desk are part of the conversion scope where they appear in the schedule. A Customer that declines a recommended change accepts responsibility for any consequence that the change was intended to prevent.

12. Balance Work, Tune Reviews and Range Testing

A balance window corrects drift between cell groups using a slow programme chosen after measurement. The record shows the starting spread, the programme used and the closing spread. A balance window does not repair a failing group, and the Company will say so where replacement is the honest answer.

A tune review proposes changes to the management profile. Changes are made only where the logged data supports them, and each change is recorded with a rollback path. The Customer remains responsible for monitoring the pack after a change and for reporting any unexpected behaviour.

A range test sitting runs a fixed course under a repeatable load profile until the pack reaches cut off. The result is a record of that sitting and is not a guarantee of future range. Range varies with load, temperature, tyre pressure, route and riding style.

13. Customer Obligations

The Customer must provide accurate information, timely access and a safe working environment. The Customer must also nominate a technical contact who can answer questions during a build or a conversion.

• Supply vehicle documentation and controller details where requested.
• Ensure that the Site is accessible and that power is available for tools and test equipment.
• Keep records provided by the Company, including build sheets and range records, available for future service.
• Inform the Company promptly of any incident involving a pack or charger supplied by the Company.

A Customer that fails to meet these obligations accepts responsibility for any loss that results from that failure, including delay and rework costs.

14. Safety, Storage and Handling

Lithium packs and chargers must be handled by trained personnel. The Customer must store packs in a dry, ventilated area away from combustible material and must follow the storage conditions printed on the label.

A pack that has been dropped, immersed, crushed or exposed to fire must be isolated and reported to the Company before any further use. The Customer must not attempt to open an enclosure or replace cells without written authorisation.

The Customer must maintain suitable fire safety measures at any location where packs are charged or stored. The Company may refuse to deliver to a location that it considers unsafe.

15. Warranty

The Company warrants that Goods are free from defects in materials and workmanship for the period stated in the order confirmation. Where no period is stated, the warranty is twelve months from delivery for packs and chargers, and ninety days for workmanship on conversion and balance tasks.

The warranty does not cover wear, accident, misuse, modification, incorrect charging, water ingress, an unstable supply or use outside the published operating conditions. The warranty is also void where a serial label has been removed or altered.

Where a valid warranty claim is accepted, the Company will repair, replace or refund the affected Goods at its discretion. The remedy is limited to the defective item and does not extend to consequential losses.

16. Returns and Replacements

A return must be authorised in writing before Goods are sent back. The Customer must provide the serial number, the reason for the return and photographs where relevant. Unauthorised returns may be refused.

Goods returned for a warranty inspection must be packed safely and shipped in accordance with the dangerous goods rules that apply to lithium products. The Customer bears the cost of return shipping unless the Company agrees otherwise.

Where a return is found to be outside warranty, the Company may charge an inspection fee and the cost of return shipping. A quotation for repair will be provided before any chargeable work begins.

17. Limitation of Liability

Nothing in these terms excludes liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot lawfully be excluded.

Subject to the paragraph above, the total liability of the Company under or in connection with an Order is limited to the price paid for the Goods or Services that gave rise to the claim.

The Company is not liable for loss of profit, loss of revenue, loss of use, loss of business opportunity, downtime or indirect or consequential loss, whether arising in contract, tort or otherwise.

Where the Customer supplies cells, components or vehicle data, the Company is not liable for a defect that originates in those items or in that data.

18. Indemnity

The Customer indemnifies the Company against claims, losses and costs arising from the Customer use of the Goods outside the published conditions, from modifications made without authorisation, or from inaccurate information supplied by the Customer.

The Company indemnifies the Customer against claims that the Goods, as supplied and used in accordance with the documentation, infringe a third party intellectual property right, provided that the Customer notifies the Company promptly and allows the Company to conduct the defence.

Each party must take reasonable steps to mitigate any loss covered by this section.

19. Intellectual Property

All drawings, build methods, tuning routines, test profiles and written materials prepared by the Company remain the property of the Company. The Customer is granted a non exclusive licence to use those materials for the operation and maintenance of the Goods supplied.

The Customer may not reproduce a build method or a test profile for commercial use with another supplier without written permission. The licence does not transfer ownership of any design right.

Website content, including text and the winged sandal device, is protected by copyright and may not be copied for commercial purposes.

20. Confidentiality

Each party will keep confidential any technical, commercial or operational information received from the other party and marked as confidential, or which a reasonable person would understand to be confidential.

Confidential information may be disclosed to employees and advisers who need it for the Order, provided that they are bound by confidentiality obligations. Disclosure required by law is permitted after notice to the other party where lawful.

Confidentiality obligations survive the end of the agreement for a period of three years, or longer where the information remains commercially sensitive.

21. Force Majeure

Neither party is liable for a failure to perform caused by an event beyond its reasonable control, including natural disaster, epidemic, war, civil disturbance, industrial action, failure of a public utility or a shortage of cells or components in the global market.

A party affected by such an event must notify the other promptly and must take reasonable steps to reduce the effect. If the event continues for more than sixty days, either party may cancel the affected portion of the Order without liability.

Payments already due for work completed before the event remain payable.

22. Suspension and Termination

The Company may suspend work where an invoice remains unpaid, where a safety concern arises at the Site, or where the Customer provides information that is materially inaccurate.

Either party may terminate an Order by written notice where the other party commits a material breach and fails to remedy it within fifteen working days of notice. Termination does not affect rights that have already accrued.

On termination, the Customer must pay for work completed and for materials ordered specifically for the Order that cannot be returned to a supplier.

23. Governing Law and Disputes

These terms are governed by the laws of Hong Kong. The parties submit to the exclusive jurisdiction of the courts of Hong Kong, although the Company may enforce a judgment in any jurisdiction where the Customer holds assets.

Before starting proceedings, the parties will attempt to resolve a dispute through good faith discussion. A party must give written notice of a dispute and allow twenty working days for a response before taking further steps.

Nothing in this section prevents a party from seeking urgent interim relief where a delay would cause harm.

24. Changes to These Terms

The Company may update these terms from time to time. The version in force at the date of an order confirmation governs that Order. A change does not apply retrospectively to an Order that has already been confirmed unless both parties agree in writing.

The current version is always available on this page. The date at the top of the page shows when the version was last revised.

If any provision of these terms is found to be invalid, the remaining provisions continue in full force and the invalid provision is replaced with a valid provision that reflects the original intent.

25. Contact Details

Questions about these terms, an Order or a warranty claim should be sent to the desk using the details below.

Business hours are Monday to Friday, 09:00 to 18:00 Hong Kong time. Written correspondence received outside those hours is handled on the next working day.

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