www.digiflec.com
Digital Reflections Ltd.
13-15 Maygate Exchange,
Maygate,
Dunfermline,
KY12 7NE
T: +447735559974 E: enquiries@digiflec.com
Terms and Conditions Digital Reflections Ltd T/A Digiflec, Scotland
These Terms of Sale (“Terms”) apply to the sale, supply, loan or demonstration of hardware products (including sensors, cameras, LiDAR, edge compute devices and accessories) by Digital Reflections Limited trading as Digiflec (“Seller”, “we”, “us”) to business customers (“Buyer”, “you”). These Terms apply to all quotations, orders, deliveries and contracts unless expressly agreed otherwise in writing. These Terms apply strictly on a business-to-business (B2B) basis.
Orders and Contract Formation
All quotations are non-binding and subject to written acceptance by the Seller. A contract is formed only when the Seller issues written order confirmation (including by email). Any variation to an order, including specifications, quantities, delivery dates or pricing, must be agreed in writing by the Seller. The Seller supplies only the goods expressly listed in the order confirmation.
Delivery, Risk and Incoterms
Unless otherwise agreed in writing, delivery terms shall be governed by Incoterms® 2020. Delivery dates are estimates only and time shall not be of the essence. The Seller shall not be liable for delay in delivery howsoever caused. Risk in the goods shall pass to the Buyer in accordance with the applicable Incoterm. The Seller may suspend or delay delivery where:
- the Buyer fails to provide required information;
- changes are requested after order confirmation;
- payment terms are not met; or
- events outside the Seller’s reasonable control occur.
Demonstration, Loan or Evaluation Units
Goods supplied for demonstration, loan or evaluation purposes remain the property of the Seller at all times.
The Buyer:
- assumes all risk of loss or damage;
- shall not modify, sub-loan or transfer the goods;
- shall return the goods on demand or at the end of the agreed period in original condition (fair wear
and tear excepted).
The Seller may invoice for repair, replacement or full replacement value where goods are returned damaged, incomplete or not returned.
Inspection and Acceptance
The Buyer shall inspect goods immediately upon delivery. Any visible defects or shortages must be notified in writing within 7 days of delivery. Failure to notify within this period constitutes acceptance. No returns shall be accepted without prior written authorisation.
Prices
Prices are exclusive of VAT, duties, taxes, insurance and installation unless stated otherwise. Prices are based on costs at the date of quotation. The Seller reserves the right to adjust prices where costs increase due to factors outside its control (including materials, freight, duties or currency movements). The Buyer may not cancel an order due to a price adjustment permitted under these Terms. Pricing is confidential and shall not be disclosed without the Seller’s prior written consent.
Payment Terms
Payment terms are 30 days from invoice date, unless otherwise agreed in writing. Time for payment is of the essence. Late payment interest and compensation shall accrue in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, including:
- statutory interest at Bank of England base rate + 8%;
- fixed compensation; and
- reasonable recovery costs.
The Seller may suspend deliveries, terminate contracts or require advance payment where payment is
overdue.
Retention of Title
Title to the goods shall not pass to the Buyer until payment has been made in full. Until title passes, the Buyer holds the goods as bailee and shall:
- store them separately;
- keep them identifiable; and
- maintain them in good condition.
The Seller may recover unpaid goods where payment is overdue.
Warranty
The Seller warrants that goods shall materially conform to their specification for 12 months from delivery, subject to proper use. The Seller’s sole obligation shall be, at its option, repair or replacement of defective goods or parts. The warranty excludes defects arising from:
- misuse, neglect or abnormal use;
- incorrect installation or maintenance;
- unauthorised repair or modification;
- third-party components or software.
Transport, removal, reinstallation and associated costs are excluded unless agreed otherwise
Limitation of Liability
Nothing in these Terms limits liability for death or personal injury caused by negligence or for fraud. Subject to clause 9.1, the Seller shall not be liable for:
- loss of profit, revenue or business;
- loss of data;
- indirect or consequential loss.
The Seller’s total liability under any contract shall not exceed the price paid for the goods giving rise to the claim.
Intellectual Property
All intellectual property rights in the goods, documentation, software and materials remain with the Seller or its licensors. The Buyer receives a non-exclusive right to use such materials solely for operation of the goods. No reverse engineering, copying or disclosure to third parties is permitted without consent.
Export Control and Compliance
The Buyer shall comply with all applicable export control, sanctions and import regulations. The Buyer shall not re-export goods in breach of applicable laws.
Force Majeure
Neither party shall be liable for failure to perform due to events beyond reasonable control. Performance shall be suspended for the duration of the event.
Termination
The Seller may terminate immediately where the Buyer:
- fails to pay;
- becomes insolvent; or
- breaches these Terms.
Governing Law and Jurisdiction
These Terms and any dispute arising from them shall be governed by Scots law. The courts of Scotland shall have exclusive jurisdiction.
General
These Terms prevail over any Buyer terms. If any provision is held invalid, the remainder shall remain in force. No waiver shall constitute a continuing waiver.