Terms and Conditions – Dyno Developments

Version 12 – 23rd April 2024

Innovation Systems & Design Limited

The Customer’s attention is particularly drawn to the provisions of clause 14 (Limitation of liability).

The following definitions and rules of interpretation apply in this agreement.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Commencement Date: has the meaning given in clause 3.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 18.8.

Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.

Customer: the person or firm who purchases the Goods and/or Services from the Supplier.

Deliverables: the training manuals, machinery safety information and usage guidelines produced by the Supplier for the Customer.

Delivery Location: has the meaning given in clause 5.2.

Deposit: the non-refundable deposit for the Goods and/or Services payable by the Customer to the Supplier as set out in the Order.

Force Majeure Event: has the meaning given to it in clause 17.

Goods: the goods (or any part of them) set out in the Order.

Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks 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 in computer software, database rights, 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, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future, in any part of the world.

Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Supplier’s purchase order form completed by the Customer or the Customer’s written acceptance of the Supplier’s quotation as the case may be.

Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification.

Service Specification: the description or specification for the Services provided in writing by the Supplier to the Customer.

Supplier: Innovation Systems & Design Limited registered in England and Wales with company number 05088340.

Supplier Materials: has the meaning given in clause (h).

2.1 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 a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(e) A reference to writing or written includes fax and email.

3. Basis of contract

3.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

3.2 The Order shall only be deemed to be accepted when the Supplier has received from the Customer the Deposit and the Supplier has issued written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date). The Supplier may (in its sole discretion) proceed to issue written acceptance of the Order without a Deposit where the Customer provides evidence that a finance arrangement is in place with a third-party funder. Any such funder is not connected to the Supplier.

3.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier’s catalogues, website or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

3.4 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 trade, custom, practice or course of dealing.

3.5 Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 40 Business Days from its date of issue.

3.6 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

4. Goods

4.1 The Goods are described in the Goods Specification.

4.2 The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

5. Delivery of Goods

5.1 The Supplier shall ensure that:

(a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the contract number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

(b) it states clearly on the delivery note any requirement for the Customer to return any packaging material to the Supplier. For certain orders such as an ‘4 WD Upgrade Package’ the ‘original’ cabinet is returned as part of the contract so the package of the new cabinet must be retained to pack the original to be returned, postage at suppliers expense. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.

5.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (see order confirmation for delivery address) at any time after the Supplier notifies the Customer that the Goods are ready.

5.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location or where it is agreed between the Customer and the Supplier in writing that the Customer will collect or a carrier is used to deliver the Goods, delivery shall be completed when the Goods are delivered to the carrier.

5.4 Any dates quoted for delivery of the Goods 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 provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.5 If the Customer fails to accept or take (as the case may be) delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and

(b) the Supplier shall store the Goods until delivery takes place at no cost to the Customer for 30 days but will thereafter charge the Customer for all related costs and expenses (including insurance).

5.6 If 90 days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted (or taken) 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 the price of the Goods (where previously paid in full by the Customer, minus the non-refundable deposit) retaining any excess or (where the Customer has not paid for the Goods) charge the Customer for any shortfall below the price of the Goods.

6. Quality of Goods

6.1 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 with their description and any applicable Goods Specification;

(b) be free from material defects in design, material and workmanship; and

(d) be fit for any purpose held out by the Supplier.

6.2 Subject to clause 6.3, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:

(a) the Customer gives notice in writing 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 6.1; and

(b) the Supplier is given a reasonable opportunity of examining such Goods.

6.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 6.1 if:

(a) the Customer collects the Goods (either in person or by use of its own courier) and the Goods are damaged in transit;

(b) the Customer makes any further use of such Goods after giving a notice in accordance with clause 6.2;

(c) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; Installation and commission by the customer is not a standard offering and so would need to be agreed in writing before the machine is despatched

(d) the defect