Standard Terms & Conditions of Sale.

Last Updated: 18th November 2025

These Terms govern all quotations issued, orders accepted, and contracts formed for the supply of goods and/or services (“Goods” and “Services”) by Intelli EV (“Company”) to any purchaser (“Buyer”). These Terms take precedence over all other terms unless expressly agreed in writing by the Company.

1. Definitions & Interpretation

1.1 “Contract” means the agreement between the Company and the Buyer incorporating these Terms.
1.2 “Goods” means any products supplied under the Contract.
1.3 “Services” means any services provided under the Contract.
1.4 “Order” means the Buyer’s request for Goods and/or Services.
1.5 “Delivery Location” means the place specified in the Order for delivery of Goods.
1.6 “Intellectual Property Rights” includes all patents, designs, copyrights, trade secrets and know-how.
1.7 “Force Majeure Event” means an event beyond a party’s reasonable control.

Interpretation: Clause headings are for convenience only and do not affect interpretation.

2. Basis of Contract

2.1 These Terms apply exclusively to all Contracts. Any terms submitted by the Buyer are expressly rejected unless agreed in writing by the Company.

2.2 No representation, warranty, or undertaking shall bind the Company unless recorded in these Terms or confirmed in writing.

2.3 All export sales are subject to the latest Incoterms® rules.

2.4 The Company may correct typographical, clerical, or other errors without liability.

2.5 Product descriptions, illustrations, specifications, and weights are approximate only and do not form part of the Contract.

3. Quotations, Orders & Acceptance

3.1 Quotations remain valid for 28 days, unless otherwise stated. A quotation is not an offer.

3.2 An Order constitutes an offer by the Buyer. A Contract is formed only when the Company issues written acceptance or begins performance.

3.3 All Orders must include sufficient information to enable fulfilment. Delivery Location must be stated.

3.4 Acceptance is subject to the Company’s satisfactory credit check. The Company may terminate the Contract if Buyer creditworthiness is unsatisfactory.

4. Import & Export Requirements

4.1 The Buyer is responsible for obtaining all import and, where instructed, export licences.

4.2 The Company accepts no liability for Goods exported without required licences.

5. Prices & Charges

5.1 Prices remain fixed for the 28-day quotation period.

5.2 If no price is agreed, the Company’s price list at the date of acceptance applies.

5.3 Prices are exclusive of:

• packaging
• transport
• insurance
• duties and taxes
• import and export licences

5.4 All prices exclude VAT. VAT is payable upon receipt of a valid invoice.

5.5 Charges for Services shall be on a time-and-materials basis and include all reasonable expenses incurred.

6. Payment Terms

6.1 Payment terms are stated in the Order. Time of payment is of the essence.

6.2 Each delivery instalment is treated as a separate invoice.

6.3 If payment is late, the Company may:

• suspend deliveries or Services
• recover collection costs
• withdraw or reduce credit limits

6.4 If any invoice becomes overdue, all outstanding invoices become immediately payable.

6.5 Any disputed invoice must be notified in writing within 5 Business Days.

6.6 Interest accrues on overdue sums at 8% per annum above the Bank of England base rate (or 8% if base rate is below 0%).

6.7 Payments must be made in full without set-off or deduction.

7. Delivery

7.1 Delivery dates are estimates only and not of the essence.

7.2 The Company is not liable for delay, including delays caused by:

• transport issues
• Force Majeure Events
• Buyer’s failure to provide instructions

7.3 Delivery occurs upon unloading at the Delivery Location.

7.4 If the Buyer fails to take delivery:

• invoices remain payable
• storage and redelivery costs will be charged
• risk passes to the Buyer

7.5 The Company may deliver in instalments.

7.6 Delivery charges and duties are payable by the Buyer unless agreed otherwise.

8. Cancellation & Variation

8.1 The Buyer may not cancel or vary an Order without the Company’s written consent.

8.2 Standard Goods cancellation: 20% of the order price.

8.3 Custom or special Goods cancellation:
20% plus all manufacturing, material, and other costs incurred up to cancellation.

8.4 Any price increases caused by external factors (e.g., taxes, raw materials, foreign exchange fluctuations) may be passed on with notice.

9. Title & Risk

9.1 Risk passes to the Buyer on delivery.

9.2 Title passes only when the Company has received payment in full for all Goods under the Contract.

9.3 The Buyer may resell the Goods in the ordinary course of business but does so as principal.

10. Termination

10.1 The Company may terminate immediately if the Buyer:

• fails to pay when due
• becomes insolvent
• ceases business
• suffers material deterioration in creditworthiness

10.2 Termination does not affect accrued rights or liabilities.

11. Consequences of Termination

11.1 Upon termination, all outstanding sums become immediately due.

11.2 Provisions intended to survive termination continue in full force.

12. Intellectual Property

12.1 All IP in the Goods and Services remains the property of the Company.

12.2 The Company grants the Buyer a non-exclusive, non-transferable licence to use deliverables solely for internal business use.

12.3 The Buyer shall not copy, modify, or reverse-engineer the Goods.

12.4 The Buyer indemnifies the Company for any claim arising from materials or specifications supplied by the Buyer.

13. Force Majeure

13.1 Neither party is liable for failure or delay caused by a Force Majeure Event.

13.2 Payment obligations are not suspended except at the Company’s discretion.

13.3 If performance is prevented for more than 90 days, either party may terminate on 10 days’ notice.

14. Testing & Performance

14.1 Goods undergo standard tests before dispatch.

14.2 Performance figures are estimates only unless expressly guaranteed.

14.3 Special tests requested by the Buyer are at the Buyer’s expense.

15. Liability

15.1 Nothing limits liability for:

• death or personal injury from negligence
• fraud
• breach of title obligations

15.2 The Company’s total liability shall not exceed the price paid under the Contract.

15.3 The Company shall not be liable for:

• loss of profit
• loss of data
• indirect or consequential loss

15.4 The Buyer indemnifies the Company against third-party claims arising from Buyer instructions or misuse of Goods.

15.5 Claims must be notified within 1 month of the event giving rise to the claim.

16. Warranty

16.1 Goods carry a 24-month warranty for defects in workmanship and materials unless stated otherwise.

16.2 Warranty remedies are limited to repair or replacement at the Company’s discretion.

16.3 Warranty is void where defects arise from:

• misuse, improper installation or maintenance
• unauthorised modifications
• normal wear and tear
• use contrary to instructions

16.4 The Buyer is responsible for shipping Goods to the Company for warranty repair.

17. Sub-Contracting

The Company may subcontract any part of the Contract.

18. Returns Policy

18.1 Goods must be unused, in original packaging and condition.

18.2 Returns permitted within 14 days, excluding:

• personalised items
• custom-made items
• perishables
• final sale items

18.3 Defective or damaged items must be reported within 7 days.

18.4 Refunds issued to the original payment method within 5–7 Business Days.

18.5 A restocking fee (e.g., 10%) may apply.

19. General

19.1 Notices must be in writing and sent by registered post or email.

19.2 Assignment: Buyer may not assign without consent. Company may assign upon notice.

19.3 No waiver of rights unless in writing.

19.4 Severance: Invalid provisions are replaced by lawful ones.

19.5 Independent parties: No partnership or agency created.

19.6 Entire Agreement: These Terms supersede prior agreements.

19.7 Third Party Rights: None unless expressly stated.

19.8 Variation: Requires written agreement signed by both parties.

19.9 Governing Law: English law applies.
Courts of England & Wales have exclusive jurisdiction.