DATED

13th May 2024

GTECHNIQ

TERMS & CONDITIONS

CONTENTS
____________________________________________________________
CLAUSE
1. Interpretation ........................................................................................................................ 2
2. Basis of contract ................................................................................................................... 3
3. Goods..................................................................................................................................... 4
4. Delivery .................................................................................................................................. 4
5. Quality .................................................................................................................................... 6
6. Title and risk............................................................................................................................ 7
7. Price and payment .............................................................................................................. 8
8. Limitation of liability .............................................................................................................. 9
9. Termination .......................................................................................................................... 10
10. Force majeure ................................................................................................................. 11
11. Advertising Materials ...................................................................................................... 11
12. Intellectual Property ....................................................................................................... 11
13. General ............................................................................................................................ 12

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The customer's attention is drawn in particular to the provisions of clause 8.

1. Interpretation

1.1 Definitions:
Advertising Material such advertising material as Gtechniq shall make available
to the Dealership (e.g. point of sale printed brochure) free of charge from time to
time.

Business Day: a day other than a Saturday, Sunday or public holiday in England,
when banks in London are open for business.
Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
Conditions: the terms and conditions set out in this document as amended from
time to time in accordance with clause 13.3.
Contract: the contract between the Supplier and the Customer for the sale and
purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Delivery Location: has the meaning given in clause 4.2.
Force Majeure Event: an event, circumstance or cause beyond a party's
reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Intellectual Property: any and all intellectual property rights owned by the
Supplier including patents, utility models, rights to inventions, copyright and
neighbouring and related rights, trade marks and service marks, business names
and domain names, rights in get-up and trade dress, goodwill and the right to
sue for passing off or unfair competition, rights in designs, rights to use, and
protect the confidentiality of, confidential information (including know-how and
trade secrets), and all other intellectual property rights, in each case whether
registered or unregistered and including all applications and rights to apply for
and be granted, renewals or extensions of, and rights to claim priority from, any
rights and all similar or equivalent rights or forms of protection that subsist or will
subsist now or in the future in any part of the world.
Order: the Customer's order for the Goods, as submitted through on online portal.
Supplier: Gtechniq Ltd registered in England and Wales company number
05749351and whose registered office is at The Mill Pury Hill Business Park, Alderton
Road, Towcester, NN12 7LS. The main trading address is Unit 2, Langfurlong,
Upper Heyford, Northamptonshire NN7 3FA. The Supplier’s VAT number is
931643530

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 Warranty Period: has the meaning given in clause 5.1.

1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body
(whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors
and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as
amended or re-enacted. A reference to legislation or a legislative
provision includes all subordinate legislation made under that legislation
or legislative provision.
(d) Any words following the terms including, include, in particular, for
example or any similar expression shall be interpreted as illustrative and
shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written excludes fax but not email.

2. Basis of contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that
the Customer seeks to impose or incorporate, or which are implied by law, trade
custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in
accordance with these Conditions. The Customer is responsible for ensuring that
the terms of the Order are complete and accurate.

2.3 After the Customer places an Order, the Supplier will send an e mail
acknowledging that the order has been received but note that the Order shall
only be deemed to be accepted when the Supplier issues a written acceptance
of the Order, at which point the Contract shall come into existence.

2.4 The Customer waives any right it might otherwise have to rely on any term
endorsed upon, delivered with or contained in any documents of the Customer
that is inconsistent with these Conditions.

2.5 Any samples, descriptive matter or advertising produced by the Supplier and
any descriptions or illustrations contained in the Supplier's catalogues or
brochures or on its website are produced for the sole purpose of giving an
approximate idea of the Goods referred to in them. They shall not form part of
the Contract nor have any contractual force.

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3. Goods

3.1 The Goods are described on the Supplier's website but the images are for
illustration purposes only.

3.2 Although the Supplier makes every effort to be as accurate as possible, all sizes,
weights, capacities, dimensions and measure indicated on our website have a
2% tolerance.

3.3 The packaging of Goods may vary from that shown on images on the Supplier’s
website.

3.4 The Customer shall observe all directions and instructions given to it by the
Supplier in relation to promotional and advertising materials of the Supplier and
shall cease use of the upon notification by the Supplier.

3.5 Sale of the Goods by the Customer must be directly sold by the Supplier via its
own website or retail space and under no circumstances via a third party reseller
of the Goods.

3.6 Any samples, descriptive matter or advertising produced by the Supplier and
any descriptions or illustrations contained in the Supplier's catalogues or
brochures or on its website are produced for the sole purpose of giving an
approximate idea of the Goods referred to in them. They shall not form part of
the Contract nor have any contractual force.

4. Delivery

4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a
delivery note that shows the date of the Order, the type and quantity of the
Goods (including the code number of the Goods, where applicable), special
storage instructions (if any) and, if the Goods are being delivered by instalments,
the outstanding balance of Goods remaining to be delivered.

4.2 The Supplier shall deliver the Goods to the location set out in the Order or such
other location as the parties may agree (Delivery Location) at any time after the
Supplier notifies the Customer that the Goods are ready.

4.3 Delivery is completed on the completion of unloading of the Goods at the

Delivery Location.

4.4 Any dates quoted for delivery are approximate only, and the time of delivery is
not of the essence. The Supplier shall not be liable for any delay in delivery of the
Goods that is caused by a Force Majeure Event or the Customer's failure to

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 provide the Supplier with adequate delivery instructions or any other instructions
that are relevant to the supply of the Goods.

4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs
and expenses incurred by the Customer in obtaining replacement goods of
similar description and quality in the cheapest market available, less the price of
the Goods. The Supplier shall have no liability for any failure to deliver the Goods
to the extent that such failure is caused by a Force Majeure Event or the
Customer's failure to provide the Supplier with adequate delivery instructions or
any other instructions that are relevant to the supply of the Goods.

4.6 Other than delivery failure or delay caused by a Force Majeure Event or the
Supplier's failure to comply with its obligations under the Contract in respect of
the Goods if the Customer:
(a) fails to accept delivery of the Goods within three Business Days of the
Supplier notifying the Customer that the Goods are ready, then delivery
and acceptance of the Goods shall be deemed to have been
completed at 9.00 am on the fourteenth Business Day after the day on
which the Supplier notified the Customer that the Goods were ready for
delivery,
(b) believes that no actual or attempted delivery of the Goods by the
Supplier’s carrier has taken place within three Business Days of the
Supplier notifying the Customer that the Goods are ready, then delivery
and acceptance of the Goods shall be deemed to have been
completed at 9.00 am on the fourteenth Business Day unless the
Customer notifies the Supplier within such time period that it believes
that delivery has not been attempted in which event the Supplier shall
investigate the same but shall have no liability if:
(i) the Supplier can reasonably demonstrate that delivery was
attempted or did in fact take place

(ii) notification to the Supplier from the Customer does not occur
within the time period set out in this clause

and, if the event that either clause 4.6(b)(i) or (iii) apply the Customer
shall be deemed to have irrevocably accepted delivery of the Goods
on the aforementioned fourteenth day and the Supplier shall have
liability for non delivery or damage to the Goods.
For the avoidance of doubt, the provisions of this clause 4.6 mean that
once the Supplier has notified the Customer of delivery then, unless the

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 Customer notifies the Supplier within 3 Business Days of the Supplier’s
notification that delivery has in fact not taken place, then risk and
responsibility in the Goods will automatically pass to the Customer after
14 Business Days of such delivery date notification by the Supplier. This
applies whether the Customer selected delivery to its premises or to
another specified delivery point or to a carrier of its choice. This means
that the Goods will be automatically at the Customer’s risk and the
Customer’s responsibility after such 14 Business Day period including
whether the Customer or its selected carrier/other delivery recipient is in
fact in receipt of the Goods.

4.7 If fifteen Business Days after the day on which the Supplier notified the Customer
that the Goods were ready for delivery the Customer has not taken actual
delivery of them, the Supplier may resell or otherwise dispose of part or all of the
Goods and, after deducting reasonable storage and selling costs, account to
the Customer for any excess over the price of the Goods or charge the
Customer for any shortfall below the price of the Goods.

4.8 If the Supplier delivers up to and including 5% more or less than the quantity of
Goods ordered the Customer may not reject them, but on receipt of notice from
the Customer that the wrong quantity of Goods was delivered, the Supplier shall
make a pro rata adjustment to the invoice for the Goods.

4.9 The Supplier may deliver the Goods by instalments, which shall be invoiced and
paid for separately. Each instalment shall constitute a separate contract. Any
delay in delivery or defect in an instalment shall not entitle the Customer to
cancel any other instalment.

5. Quality

5.1 The Supplier warrants that on delivery, and for a period of 12 months from the
date of delivery (Warranty Period), the Goods shall:
(a) conform in all material respects with their description; and
(b) be fit for any purpose held out by the Supplier.

5.2 Subject to clause 5.3, if:

(a) the Customer gives notice in writing to the Supplier during the Warranty
Period within a reasonable time of discovery that some or all of the
Goods do not comply with the warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods;
and

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 (c) the Customer (if asked to do so by the Supplier) returns such Goods to
the Supplier's place of business at the Customer's cost,

the Supplier shall, at its option, repair or replace the defective Goods, or refund
the price of the defective Goods in full.

5.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty
set out in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving notice in
accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Supplier's
oral or written instructions as to the storage, commissioning, installation,
use and maintenance of the Goods or (if there are none) good trade
practice regarding the same;
(c) the Customer alters such Goods without the written consent of the
Supplier;
(d) the defect arises as a result of fair wear and tear, wilful damage,
negligence, or abnormal storage or working conditions; or
(e) the Goods differ from their description as a result of changes made to
ensure they comply with applicable statutory or regulatory requirements.

5.4 Except as provided in this clause 5, the Supplier shall have no liability to the
Customer in respect of the Goods' failure to comply with the warranty set out in
clause 5.1.

5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the
fullest extent permitted by law, excluded from the Contract.

5.6 These Conditions shall apply to any repaired or replacement Goods supplied by
the Supplier.

6. Title and risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery when
the Goods are unloaded at the Delivery Location.

6.2 Title to the Goods shall not pass to the Customer until the Supplier receives
payment in full (in cash or cleared funds) for the Goods and any other goods
that the Supplier has supplied to the Customer.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

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 (a) store the Goods separately from all other goods held by the Customer so
that they remain readily identifiable as the Supplier's property;
(b) not remove, deface or obscure any identifying mark or packaging on or
relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured
against all risks for their full price from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events
listed in clause 9.1(b) to clause 9.1(d); and
(e) give the Supplier such information as the Supplier may reasonably require
from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer.

7. Price and payment

7.1 The price of the Goods shall be the price set out in the Order, or, if no price is
quoted, the price set out in the Supplier's published price list in force as at the
date of delivery.

7.2 The Supplier may, by giving notice to the Customer at any time up to 3 Business
Days before delivery, increase the price of the Goods to reflect any increase in
the cost of the Goods that is due to:
(a) any factor beyond the Supplier's control (including foreign exchange
fluctuations, increases in taxes and duties, and increases in labour,
materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities
or types of Goods ordered; or
(c) any delay caused by any instructions of the Customer or failure of the
Customer to give the Supplier adequate or accurate information or
instructions.

7.3 The price of the Goods:

(a) excludes amounts in respect of value added tax (VAT), which the
Customer shall additionally be liable to pay to the Supplier at the
prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of packaging, insurance and transport
of the Goods, which shall be invoiced to the Customer.

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7.4 The Supplier may invoice the Customer for the Goods on or at any time after the
completion of delivery.

7.5 The Customer shall pay each invoice submitted by the Supplier:
(a) as specified on our invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by
the Supplier, and

time for payment shall be of the essence of the Contract.

7.6 If the Customer fails to make a payment due to the Supplier under the Contract
by the due date, then, without limiting the Supplier's remedies under clause 9,
the Customer shall pay interest on the overdue sum from the due date until
payment of the overdue sum, whether before or after judgment. Interest under
this clause 7.6 will accrue each day at 4% a year above the Bank of England's
base rate from time to time, but at 4% a year for any period when that base rate
is below 0%.

7.7 All amounts due under the Contract shall be paid in full without any set-off,
counterclaim, deduction or withholding (other than any deduction or
withholding of tax as required by law).

8. Limitation of liability

8.1 References to liability in this clause 8 include every kind of liability arising under or
in connection with the Contract including liability in contract, tort (including
negligence), misrepresentation, restitution or otherwise.

8.2 Nothing in the Contract limits any liability which cannot legally be limited,
including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
or
(d) defective products under the Consumer Protection Act 1987.

8.3 Subject to clause 8.2, the Supplier's total liability to the Customer shall not exceed
the price of the Goods.

8.4 Subject to clause 8.2, the following types of loss are wholly excluded:
(a) loss of profits;

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 (b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.

8.5 This clause 8 shall survive termination of the Contract.

9. Termination

9.1 Without limiting its other rights or remedies, the Supplier may terminate this
Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract
and (if such a breach is remediable) fails to remedy that breach within
14 Business Days of that party being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering
administration, provisional liquidation or any composition or arrangement
with its creditors (other than in relation to a solvent restructuring),
obtaining a moratorium, being wound up (whether voluntarily or by
order of the court, unless for the purpose of a solvent restructuring),
having a receiver appointed to any of its assets or ceasing to carry on
business;
(c) the Customer suspends, threatens to suspend, ceases or threatens to
cease to carry on all or a substantial part of its business; or
(d) the Customer's financial position deteriorates so far as to reasonably
justify the opinion that its ability to give effect to the terms of the
Contract is in jeopardy.

9.2 Without limiting its other rights or remedies, the Supplier may suspend provision of
the Goods under the Contract or any other contract between the Customer and
the Supplier if the Customer becomes subject to any of the events listed in clause
9.1(b) to clause 9.1(d), or the Supplier reasonably believes that the Customer is
about to become subject to any of them, or if the Customer fails to pay any
amount due under this Contract on the due date for payment.

9.3 Without limiting its other rights or remedies, the Supplier may terminate the
Contract with immediate effect by giving written notice to the Customer if the
Customer fails to pay any amount due under the Contract on the due date for
payment.

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9.4 On termination of the Contract for any reason the Customer shall immediately
pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest
and, in respect of Goods supplied but for which no invoice has been submitted,
the Supplier shall submit an invoice, which shall be payable by the Customer
immediately on receipt.

9.5 Termination of the Contract, however arising, shall not affect any of the parties'
rights and remedies that have accrued as at termination, including the right to
claim damages in respect of any breach of the Contract which existed at or
before the date of termination.

9.6 Any provision of the Contract that expressly or by implication is intended to

come into or continue in force on or after termination of the Contract shall
remain in full force and effect.

10. Force majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure
or delay in the performance of its obligations if such delay or failure results from a
Force Majeure Event. The time for performance of such obligations shall be
extended accordingly. If the period of delay or non-performance continues for
30 days, the party not affected may terminate the Contract by giving 7day’s
written notice to the affected party.

11. Advertising Materials

11.1 The Customer shall:

(a) observe all directions and instructions given to it by the Supplier for
promotion and advertisement (or cessation of such promotion and
advertisement of the Products; and
(b) not make any written statement as to the quality or manufacture of the
Products without the prior written approval of the Supplier.

12. Intellectual Property

12.1 All of the Intellectual Property shall remain vested with the Supplier and any logo
or symbol associated with the Supplier.

12.2 The Customer must not in any way use or display or make any statement or
representation about any of the Supplier's Intellectual Property unless in
accordance with these terms and conditions or the Supplier authorises the same
in writing.

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12.3 The Customer must not in any way threaten or take any action to contest the
validity of the Supplier’s Intellectual Property unless the Supplier authorises the
Customer in writing to do so.

12.4 No right or licence is granted under these terms and conditions under any
Intellectual Property except the right to resell the Goods in accordance with
these terms and conditions.

12.5 The Supplier makes no representation or guarantee the selling the Goods will
affect the rights of any third party.

13. General

13.1 Assignment and other dealings.

(a) The Supplier may at any time assign, transfer, mortgage, charge,
subcontract, delegate, declare a trust over or deal in any other manner
with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract,
delegate, declare a trust over or deal in any other manner with any or all
of its rights or obligations under the Contract without the prior written
consent of the Supplier.

13.2 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties.
(b) Each party acknowledges that in entering into the Contract it does not
rely on any statement, representation, assurance or warranty (whether
made innocently or negligently) that is not set out in the Contract. Each
party agrees that it shall have no claim for innocent or negligent
misrepresentation or negligent misstatement based on any statement in
the Contract.

13.3 Variation. No variation of this Contract shall be effective unless it is in writing and
signed by the parties (or their authorised representatives).

13.4 Waiver.
(a) Except as set out in clause 2.4, a waiver of any right or remedy is only
effective if given in writing and shall not be deemed a waiver of any
subsequent right or remedy.
(b) A delay or failure to exercise, or the single or partial exercise of, any right
or remedy shall not waive that or any other right or remedy, nor shall it

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 prevent or restrict the further exercise of that or any other right or
remedy.

13.5 Severance. If any provision or part-provision of the Contract is or becomes

invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not
affect the validity and enforceability of the rest of the Contract. If any provision
of the Contract is deemed deleted under this clause 13.5 the parties shall
negotiate in good faith to agree a replacement provision that, to the greatest
extent possible, achieves the intended commercial result of the original
provision.

13.6 Notices.
(a) Any notice given to a party under or in connection with the Contract
shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next
working day delivery service at its registered office (if a company)
or its principal place of business (in any other case); or
(ii) sent by email to the following addresses (or an address substituted
in writing by the party to be served):
Supplier: Gtechniq Ltd, Unit 2, Langfurlong, Upper Heyford,
Northamptonshire NN7 3FA.
Customer: per the address supplied to the Supplier at the time of
placing the order
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper
address;
(ii) if sent by pre-paid first-class post or other next working day delivery
service, at midday on the second Business Day after posting; or
(iii) if sent by email, at the time of transmission, or, if this time falls
outside Business Hours in the place of receipt, when Business Hours
resume
(c) This clause does not apply to the service of any proceedings or other
documents in any legal action or, where applicable, any arbitration or
other method of dispute resolution.

13.7 Third party rights.

(a) Unless it expressly states otherwise, the Contract does not give rise to any
rights under the Contracts (Rights of Third Parties) Act 1999 to enforce
any term of the Contract.

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 (b) The rights of the parties to rescind or vary the Contract are not subject to
the consent of any other person.

13.8 Governing law. The Contract, 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 law of England and Wales.

13.9 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 the Contract
or its subject matter or formation.

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