Standard Terms & Conditions Of Sale
1. Definitions and Interpretation
1.1 In these Terms, the following definitions apply:
- “Business Day” means a day other than a Saturday, Sunday, or public holiday in England.
- “Contract” means the agreement between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Terms.
- “Customer” means a business purchasing Goods and/or Services in the course of its trade, business, or profession.
- Digital “Vehicle Pricing Displays” or “VPDs” means electronic display labels, accessories, mounting hardware, base stations, software, and related components supplied by the Supplier.
- “Goods” means the VPDs and any other goods supplied by the Supplier.
- “Services” means installation, configuration, software access, support, training, maintenance, or other services provided by the Supplier.
- “Order” means the Customer’s written or electronic order.
- “Supplier” means the company supplying the Goods and Services.
2. Basis of Contract
2.1 These Terms apply to all sales of Goods and Services and exclude all other terms.
2.2 An Order constitutes an offer by the Customer.
2.3 A Contract is formed only when the Supplier confirms acceptance in writing.
2.4 Quotations are valid for 30 days unless stated otherwise.
2.5 No Order may be cancelled or varied without the Supplier’s written consent.
3. Goods (Digital Vehicle Pricing Displays)
3.1 The Goods are described in the Supplier’s quotation, specification, or documentation.
3.2 Images, samples, or demonstrations are for illustrative purposes only.
3.3 The Supplier may make minor changes to the Goods to comply with legal, regulatory, or technical requirements.
3.4 VPDs performance may depend on environmental factors, store layout, signal interference, and correct installation.
4. Services
4.1 The Supplier shall provide Services with reasonable care and skill in accordance with section 13 of the Supply of Goods and Services Act 1982.
4.2 Time frames for Services are estimates only unless expressly agreed in writing.
4.3 The Customer shall provide access, accurate information, power, network connectivity, and a safe working environment.
4.4 The Supplier may suspend Services where Customer cooperation is required but not provided.
5. Delivery
5.1 Delivery dates are estimates only and time is not of the essence.
5.2 Delivery is completed when the Goods arrive at the agreed delivery location.
5.3 Risk in the Goods passes to the Customer on delivery.
5.4 The Supplier shall not be liable for delays caused by events beyond its reasonable control.
6. Inspection and Acceptance
6.1 The Customer must inspect the Goods within 5 Business Days of delivery.
6.2 Any shortages, transit damage, or defects must be notified in writing within this period.
6.3 Failure to notify constitutes acceptance of the Goods.
7. Services
7.1 Bespoke, programmed, or configured VPDs are non-returnable
7.2 Standard Goods may only be returned with prior written authorisation.
7.3 Returned Goods must be unused, complete, and in original packaging.
7.4 The Supplier may apply a handling and restocking charge.
8. Price and Payment
8.1 Prices are exclusive of VAT, delivery, installation, and ancillary costs unless stated otherwise.
8.2 Invoices are payable 50% Upfront and 50% on Delivery of hardware and set up, unless agreed otherwise.
8.3 Software fees are billed monthly in advance.
8.4 Late payments may accrue interest at 8% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
8.5 The Customer shall pay all sums without deduction, set-off, or counterclaim.
9. Title and Risk
9.1 Risk passes to the Customer on delivery.
9.2 Title to the Goods remains with the Supplier until payment is received in full.
9.3 Until title passes, the Customer shall store the Goods separately and insure them for full replacement value.
10. Software and Intellectual Property
10.1 All intellectual property rights in VPD software, firmware, and systems remain the property of the Supplier or its licensors.
10.2 The Customer is granted a non-exclusive, non-transferable licence to use software solely for its internal business operations.
10.3 The Customer shall not copy, modify, reverse engineer, or resell any software.
11. Warranty
11.1 The Supplier warrants that the Goods shall conform to their description and be free from material defects for 12 months from delivery, unless stated otherwise.
11.2 The warranty does not apply to:
- misuse or incorrect installation
- battery depletion
- fair wear and tear
- unauthorised modification
- environmental or network interference
11.3 The Supplier’s sole obligation shall be repair, replacement, or refund at its discretion.
12. Data Protection
12.1 Each party shall comply with the UK GDPR and Data Protection Act 2018.
12.2 The Supplier does not process consumer personal data unless expressly agreed in writing.
13. Limitation of Liability
13.1 Nothing limits liability for death, personal injury, fraud, or statutory rights.
13.2 The Supplier shall not be liable for loss of profits, revenue, data, or indirect or consequential loss.
13.3 The Supplier’s total liability shall not exceed the value of the Contract.
14. Force Majeure
14.1 Neither party shall be liable for failure caused by events beyond reasonable control.
14.2 Obligations shall be suspended for the duration of the event.
15. Termination
15.1 Either party may terminate for material breach not remedied within 14 days of written notice.
15.2 The Supplier may terminate immediately for non-payment or insolvency.
16. Consequences of Termination
16.1 All outstanding invoices become immediately due.
16.2 Licences granted under this Contract shall terminate.
16.3 Clauses intended to survive termination shall continue.
17. Assignment and Subcontracting
17.1 The Supplier may subcontract or assign its obligations.
17.2 The Customer may not assign without written consent.
18. Governing Law and Jurisdiction
18.1 This Contract is governed by English law.
18.2 The courts of England and Wales shall have exclusive jurisdiction.