Terms and Conditions

1. DEFINITIONS

In this document the following words shall have the following meanings:

1.1 “Buyer” means the organisation or person who buys Goods from the Seller;

1.2 “Goods” means the articles to be supplied to the Buyer by the Seller;

1.3 “Intellectual Property Rights” means all patents (including patent applications), concepts, creations, discoveries, formulas, ideas, rights to inventions, rights in get-up and trade dress, samples, specifications, guidelines, business and domain names, goodwill and the right to sue for passing off or unfair competition, registered and unregistered designs (including tooling, drawings, models, etc.), copyright and related rights, database rights, devices, methods, procedures, processes, trade marks and service marks, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other forms of intellectual property 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, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future wherever in the world enforceable in, or associated with, the Goods;

1.4 “List Price” means the list of prices of the Goods maintained by the Seller as amended from time to time;

1.5 “Seller” means Lucid Electronics Limited, Unit 425 Bedford Heights, Manton Lane, Bedford, MK41 7PH, England

1.6 “Writing” means any mode of reproducing words in a tangible or non-transitory form including written letter, telex, cable, facsimile transmission, standard e-mail and other comparable means of communication.

2. GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.

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 the Seller.

2.3 The Seller shall sell, and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Terms and Conditions, which shall govern the contract.

2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller, is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. ORDERS AND SPECIFICATIONS

3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative.

3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the contract in accordance with its terms.

3.3 The quantity, quality and description of, and any specification for, the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer), or the Buyer’s order (if accepted by the Seller) where such order shall also be deemed as acceptance of the Seller’s quotation by the Buyer.

3.4 The Seller reserves the right to make any changes in the specification of the Goods which (i) do not materially affect their quality, or performance or (ii) which are required to conform with the requirements of (a) any applicable statutory, legislative, regulatory or other official body requirements, or (b) the Buyer, where Buyer has notified such requirements to Seller.

3.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all losses, costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

4. TOOLING

4.1 Any and all tooling, machinery and equipment (including any dies, moulds, drills, presses and related items) used in the production of the Goods shall be owned by the Seller, even if created specifically for the production, assembly and/or installation of the Goods and therefore bespoke to, Goods supplied to the Buyer, unless specifically agreed otherwise in Writing.

5. PRICE AND PAYMENT

5.1 The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in Writing. All prices quoted are valid for 30 days only unless otherwise stated by Seller or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer. The price is exclusive of VAT or any other applicable costs. Carriage shall be paid for by the Buyer. Seller is not responsible for any other duties, taxes and government fees (“Charges”) either applicable in the manufacture or delivery of the Goods including any new or additional Charges that were not included in the Seller’s quotation.

5.2 Payment of the price and VAT and any other applicable costs shall be due within 30 days of the date of receipt of the invoice supplied by the Seller.

5.3 If payment of the price or any part thereof is not made by the due date, then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

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

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

5.3.3 terminate the contract;

5.3.4 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer).

5.4 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

5.5 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an Ex-Works (“EXW”), Incoterms® 2010 basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.

5.6 Without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer, and if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary, if the Buyer:

5.6.1 makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

5.6.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

5.6.3 the Buyer ceases, or threatens to cease, to carry on business; or

5.6.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

6. DESCRIPTION

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.

7. SAMPLE

Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample.

8. DELIVERY

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

8.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract.

8.3 If the Seller is unable to deliver the Goods for reasons beyond its control (including if the Buyer fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault), then the Seller shall be entitled to (i) place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage, (ii) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the contract or charge the Buyer for any shortfall below the price under the contract.

8.4 Where Seller has agreed to be responsible for transporting the goods, the Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation. The Buyer must notify the Seller of the damage within 24 hours of delivery.

9. RISK

Risk in the Goods shall pass to the Buyer in accordance with the agreed Incoterms® 2010 delivery term, or if not agreed, then at the moment the Goods are dispatched from the Seller`s premises. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.

10. TITLE

10.1 Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.

10.2 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

10.3 If during such time as title in the Goods remains in the Seller any of the Goods are incorporated in or attached to or used as material for or in the manufacture of other goods the property in the whole of such goods shall vest in and remain with the Seller and the Buyer shall hold such goods as bailee of and to the order of the Seller until the Seller has received payment in full in respect of the Goods and all the Seller’s rights in relation to the Goods (including its rights under these Terms and Conditions) shall extend to such goods.

10.4 If the Buyer sells any of the Goods during the time that title in them remains in the Seller, the Buyer must hold all the proceeds of sale as trustee for the Seller, and if the Buyer sells any goods incorporating the Goods, the Buyer must hold so much of the proceeds of sale as relates to the Goods as trustee for the Seller, which must be placed in a separate bank account held to the order of the Seller until amounts due to the Seller are paid.

11. WARRANTY

11.1 Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall repair, or in its sole discretion, replace defective Goods free of charge within twelve (12) or twenty-four (24) months (product dependant) from the date of delivery, subject to the following conditions: 11.1.1 the Buyer notifying the Seller in writing immediately upon the defect becoming apparent;

11.1.2 the defect being due to the faulty materials or workmanship of the Seller.

11.2 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller.

11.3 Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer. For the avoidance of doubt, the warranty granted by the Seller to the Buyer shall not exceed that which is provided to the Seller by a third party in respect of the Goods, unless otherwise agreed by Seller.

11.4 The Seller shall be entitled in its absolute discretion to refund the price of the defective Goods in the event that such price has already been paid.

11.5 The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including, but without limitation, Clauses 12 and 13 below.

11.6 The above warranty is given by the Seller subject to the following conditions:

11.6.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;

11.6.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, improper maintenance, negligence, abnormal working conditions, failure to follow the specifications or Seller’s instructions (whether oral or in Writing), misuse or alteration or repair of the Goods without the Seller’s prior approval in Writing;

11.6.3 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.

12. LIABILITY

12.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:

12.1.1 the correspondence of the Goods with any description;

12.1.2 the quality of the Goods; or

12.1.3 the fitness of the Goods for any purpose whatsoever.

12.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:

12.2.1 the correspondence of the Goods with any description;

12.2.2 the quality of the Goods; or

12.2.3 the fitness of the Goods for any purpose whatsoever.

12.3 All implied terms, conditions 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 known to the Seller or not) are hereby excluded from the contract.

13. LIMITATION OF LIABILITY

13.1 Where any court or arbitrator determines that any part of Clause 12 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price paid by the Buyer to the Seller for the Goods, in the twelve (12) months immediately preceding the claim for such liability.

13.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.

13.3 Without prejudice to clause 13.2, the Seller shall not be liable to the Buyer, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any (i) loss of profit (ii) loss of goodwill (iii) loss of business (iv) loss of business opportunity (v) loss of anticipated saving (vi) loss or corruption of data or information or (vii) special, indirect or consequential damage suffered by the Buyer that arises under or in connection with these Terms and Conditions or any contract.

13.4 For the avoidance of any doubt and in accordance with clause 13.2, the Seller’s total liability arising under or in connection with these Terms and Conditions, whether arising in contract, tort (including negligence) or for breach of statutory duty or otherwise, shall not exceed the contract price paid by the Buyer to the Seller for the Goods, in the twelve (12) months immediately preceding the claim for such liability.

13.5 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract where the Buyer:

13.5.1 fails to use the Goods in accordance with the user manual supplied (where applicable) with the Goods or the guidelines for a minimum level of safety supplied with the Goods or any other warnings or instructions included with or on the Goods by the Seller; or

13.5.2 makes modifications or amendments to the Goods without the prior written consent of the Seller.

13.6 The Seller shall not be liable to the Buyer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any Force Majeure.hether made known to the Seller or not) are hereby excluded from the contract.

14. INTELLECTUAL PROPERTY RIGHTS AND INDEMNITIES

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

14.2 The Buyer acknowledges that, in respect of the Goods:

14.2.1 Intellectual Property Rights are the Seller’s (or its licensor’s) property;

14.2.2 nothing in these Conditions shall be construed as conferring any licence or granting any rights in favour of the Buyer in relation to the Intellectual Property Rights except that the Buyer may install and use the Goods and re-sell the Goods after installation into a vehicle. The Seller asserts its full rights to control the use of its Intellectual Property Rights; and

14.2.3 any reputation in any trade marks affixed or applied to the Goods shall accrue to the sole benefit of the Seller or any other owner of the trade marks from time to time.

14.3 The Buyer shall not reverse engineer, decompile, disassemble or modify the Goods in whole or in part. This clause shall not limit or prohibit any of the Buyer’s rights which cannot legally be limited or prohibited.

14.4 The Buyer shall not repackage the Goods and/or remove any copyright notices, confidential or proprietary legends or identification from the Goods save for any removal which is a necessary result of a manufacturing process of which the Seller has been previously notified in Writing by the Buyer.

14.5 The Buyer shall not use (other than pursuant to these Terms and Conditions), or seek to register any trade mark or trade name (including any company name) which is identical to, confusingly similar to or incorporates any trade mark or trade name which the Seller, or any associated company of the Seller, owns or claims rights in anywhere in the world.

14.6 If at any time it is alleged that the Goods infringe the rights of any third party or if, in the Seller’s reasonable opinion, such an allegation is likely to be made, the Seller may at its option and its own cost:

14.6.1 modify or replace the Goods in order to avoid the infringement; or

14.6.2 procure for the Buyer the right to continue using the Goods; or

14.6.3 repurchase the Goods at the price paid by the Buyer, less depreciation at the rate the Seller applies to its own equipment.

14.7 The Buyer shall promptly and fully notify the Seller of:

14.7.1 any actual, threatened or suspected infringement of any Intellectual Property Rights which comes to the Buyer’s notice; and

14.7.2 any claim by any third party that comes to the Buyer’s notice that the sale or advertisement of the Goods infringes the rights of any person.

14.8 the Buyer agrees (at the Seller’s request and reasonable expense) to do all such things as may be reasonably required to assist the Seller in taking or resisting any proceedings in relation to any infringement or claim referred to in clause 14.7.

14.9 In the event of any claim, proceeding or suit by a third party against the Buyer alleging an infringement of any Intellectual Property Right connected with the Goods, then unless the claim arises from the use of any drawing, design or specification supplied, selected or specified by the Buyer the Seller shall defend the Buyer at the Seller’s expense, provided:

14.9.1 the Buyer promptly notifies the Seller in Writing of any such claim, proceeding or suit;

14.9.2 the Seller is given sole control of the defence of the claim, proceeding or suit;

14.9.3 the Buyer gives the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;

14.9.4 except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld);

14.9.5 the Buyer shall do nothing which would or might invalidate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);

14.9.6 the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim;

14.9.7 without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause; and

14.9.8 the Seller shall not be liable for infringements to the extent that they arise out of or in connection with modifications to the Goods made by anyone except the Seller or its authorised representative, or out of use or combination of the Goods with products or third-party materials not specified or expressly approved in advance in Writing by the Seller.

14.10 The Seller shall reimburse the Buyer with an amount equal to any agreed reasonable and necessary (i) direct cost, (ii) expense or (iii) legal fees incurred at the Seller’s written request or authorisation and shall indemnify the Buyer against any liability assessed against the Buyer by final judgement on account of an infringement described in clause 14.9.

14.11 The Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against, or incurred by the Seller in connection with, or paid or agreed to be paid by the Seller in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or Intellectual Property Rights of any other person which results from the Seller’s use of the Buyer’s specifications.

15. FORCE MAJEURE

The Seller 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 (including threat of war), fire, explosion, flood, sabotage, acts, bye-laws, regulations, embargoes, cyber-attacks, power failure, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.

16. 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.

17. RIGHTS, ASSIGNMENT AND SUB-CONTRACTINGS

A person who is not a party to the contract shall not have any rights under or in connection with it. The contract between the Buyer and Seller 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 the Seller.

18. WAIVER AND NOTICES

18.1 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 herein.

18.2 Any notice required or permitted to be given by either party to the other under these Terms and Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may, at the relevant time, have been notified pursuant to this provision to the party giving the notice.

19. 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.

20. GOVERNING LAW AND JURISDICTION

These Terms and Conditions shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts in the settlement of any dispute or claim that arises out of or in connection with these Terms and Conditions or any contract, their subject matter or formation (including non-contractual disputes or claims).