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Terms & Conditions
Terms & Conditions
TERMS AND CONDITIONS
1. DURATION
1.1. This agreement is effective from the AGL Acceptance date on the order form and shall remain in force for a minimum term of 12 months or other term stated.
2. FORMATION OF AGREEMENT
2.1. These Conditions apply to the Order and all subsequent orders of goods and/or services by You from Us to the exclusion of all other terms and conditions.
2.2. Until We accept Your Order, no agreement exists between You and Us and We are not bound to provide any Products or Services to You. Your Order will not be deemed to be accepted until We give you a written notice of acceptance of Your Order or (if earlier) the Products are dispatched to You or We commence performance of the Services.
2.3. Any variation to these Conditions must be agreed in writing by an authorised AGL Vehicle Solutions signatory.
2.4. By signing the Order Form, you accept these Conditions. You may not cancel the Order without Our written agreement and on terms that You indemnify Us, and keep Us indemnified, in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses directly or indirectly incurred by Us as a result of such cancellation. Any such cancellation will be treated as early termination whereupon clauses 6.3.2 and 6a will apply.
2.5. If You elect to enter into a Rental Agreement We do not guarantee that Your request has been or will be accepted.
3. DELIVERY and INSTALLATION
3.1. We will use all reasonable endeavours to meet any dates or times specified or requested for delivery and installation of the Products and the performance of the Services, but all such dates and times are estimates only and We will not be liable for any damage or loss suffered by You as a result of such dates or times not being met. Any installations that have been scheduled on specific dates will incur a charge of £75 per vehicle for any cancellations unless 48 hours notice is provided to AGL Vehicle Solutions.
3.2. We reserve the right to make deliveries in instalments. Delay or other default by Us in relation to an instalment will not relieve You of Your obligation to accept delivery of and pay for other instalments.
3.3. The Products will be delivered to and installed at Your delivery address as set out on the Order Form.
3.4. All risk in the Product will pass to You at the time of delivery or, if You wrongfully fail to take delivery of the Products, at the time when we tender delivery of them.
3.5. If You do not accept delivery of the Products, fail to give Us adequate delivery instructions or delay or prevent Us from delivering or installing the Products, then without prejudice to any other right or remedy available to us:
3.5.1. We may on written notice to You, charge a reasonable sum in respect of any additional expenses incurred by Us; and
3.5.2. You will be deemed to have repudiated this Agreement and We may terminate it in accordance with these Conditions.
3.6. You will ensure full and convenient access for Us to the installation address and to all vehicles at all reasonable times so that We can carry out Our obligations under this Agreement. You will be responsible for:
3.6.1. Obtaining all necessary consents for the installation and use of the Products in any premises and/or vehicles; and
3.6.2. Providing a suitable and safe environment for Our personnel.
3.7. We will observe Your reasonable site regulations previously advised to Us in writing.
3.8. We will normally carry out work during usual working hours but may, on reasonable notice, require You to provide access at other times. At your request We may agree, exceptionally, to work outside usual working hours. You will pay Our reasonable charges for complying with such a request.
3.9. You will be liable for the cost of any service call out in respect of the Products. If it is covered under warranty no charge will be made. Regarding service call-outs for Defit & Refit bookings, cancellations must give 24 hours notice, with less than 24 hours notice you the customer will be charged a cancellation fee of £35 per vehicle.
4. PAYMENT TERMS
4.1. Unless otherwise agreed in writing, the price for the Products, and the charges for any installation and training services, will be invoiced in one instalment on signature of this Agreement, unless You opt and have been accepted for a 3rd Party Lease Rental Agreement whereupon we will invoice on the rental basis set out in the Order Form. We will issue a Pro Forma invoice and this should be paid within seven days. Once this has been paid delivery and installation will be scheduled as per the customers’ requirements. Unless otherwise agreed in writing, any Rental or subscription charges will be payable monthly in advance by direct debit; the charges for the Initial Term are due within 14 days of signature of this Agreement and the charges for each subsequent 12-month period are due within 14 days of the start of such period. Charges for any other Services will be invoiced monthly.
4.2. All invoices issued under this Agreement are payable within 7 days of the date of the invoice. Time for payment will be of the essence. We will not be obliged to perform any Services for You until We have received payment in full of the relevant invoice(s).
4.3. The charges for the Products and Services are inclusive of VAT which will be charged at the rate current at the date of invoice. The charges for the Products and Services exclude Our transport and insurance charges and reasonable out of pocket travel expenses for training which will also be invoiced by Us to You.
4.4. Late payment will carry interest at an annual rate of 2% above the Barclays Bank Plc base rate from time to time from the due date until the date You make payment in full. Interest will accrue daily after as well as before any judgment. You will reimburse Us for all costs and expenses (including legal costs) incurred in the collection of any late payments.
4.5. If you do not make any payments to Us by the due date or You commit any other breach of these Conditions, we may, on 14 days’ prior written notice and without prejudice to any other remedy or right available to Us, suspend any further deliveries of Products and/or performance of any or all the Services.
5. OWNERSHIP
5.1. Notwithstanding delivery and the passing of risk in the Products, we will retain all the ownership rights in the Products until we have received payment in full of all the sums due to Us for the Products under this Agreement.
5.2. If You enter into any Rental Agreement title of the Products will not pass to You.
5.3. Unless and until We have received payment in full for all the sums due to Us in respect of the products, We may at any time:
5.3.1. require You to return the Products to Us, and/or
5.3.2. enter any of Your premises or vehicles where Products are present or reasonably thought to be present to remove them. You will reimburse Us for all costs and expenses reasonably incurred by Us in connection with any such entry and/or removal.
6. TERMINATION
6.1. This Agreement will commence on the date that both parties have signed the Agreement and (subject to earlier termination in accordance with the Agreement) will continue in force for any minimum period defined on the Order Form as the Initial Term (“the Initial Term”) and thereafter on a rolling 12 months renewal basis, unless and until terminated by either party giving at least 90 days written notice to the other expiring at the end of the Initial Term or on any anniversary of the Initial Term.
6.2. Either party may terminate this Agreement immediately on written notice to the other if the other:
6.2.1. Commits any material breach of this Agreement and in the case of breach capable of remedy, fails to remedy within 14 days of being required to do so; or
6.2.2. Dies or makes any arrangement with or composition for the benefit of its creditors, has petition for its winding up passed or presented (other than for the purpose of amalgamation or reconstruction) or has bankruptcy proceedings commenced against it, or has a receiver or administrative receiver, administrator or manager appointed over the whole or any part of its business or any of the above under the law of any jurisdiction occurs in relation to the other party.
6.3. If this Agreement is terminated for any reason, without prejudice to any other right and remedy available to Us You will immediately pay any sums due to Us as set out in clause 7 and:
6.3.1. Upon our written request, you will immediately return to us all Products for which you have not already paid Us in full;
63.2. You will pay all Our costs expenses and losses resulting from such termination;
6.3.3. All rights granted to You pursuant to paragraph 8 will cease; and
6.3.4. In respect of an Initial Term of 12 months, it is the responsibility of the Customer to return the tracker(s) to AGL Vehicle subject to clause 7. Return of Goods.
6a TERMINATION PAYMENTS
6a.1. If We give You notice of termination as described in clause 6, You will immediately pay Us, an amount equal to all arrears of rentals or subscriptions outstanding at the date of termination, plus agreed compensation for loss of future earnings, which will be the total of the rentals or subscriptions which, but for such termination would have been payable by You during the remainder of the Initial Term and any de-installation costs incurred by AGL Vehicle Solutions.
7. RETURN OF GOODS
7.1. It is the responsibility of the Customer to return the tracker(s) to AGL Vehicle Solutions Ltd within 10 working days from the termination date of the agreement. Should you need an engineer to de install the tracking unit(s), AGL Vehicle Solutions Ltd can supply one at a cost of £95 + Vat per tracker. If the tracking unit(s) are not received by this time, AGL Vehicle Solutions Ltd reserves the right to charge the RRP (£229 + vat) for the tracking unit(s). If the tracking unit(s) are returned with any damage or missing wires, AGL Vehicle Solutions Ltd reserves the right to charge to put the tracker back to its original condition.
8. WARRANTIES
8.1 AGL Vehicle Solutions will warrant all products for a period of 12 months. Late / non-payment voids warranty with immediate effect. AGL Vehicle Solutions shall not be liable for and provides no warranty for any damage caused by the Customer or his representative or any unauthorised 3rd party through installation, use, modification or repair of the Products, nor for any accidental or other damage to the Products caused by any party or external force. Unless agreed in writing, Warranty is immediately void if a non-representative of AGL Vehicle Solutions carries out any work on the equipment.
8.2 Warranty can be extended at the end of the 1-year period by way of an additional payment by You, in which case a revised warranty agreement will apply.
8.3. If any Product is found to Our reasonable satisfaction not to conform to the warranty set out in paragraph 8.1, Our only obligation is at Our discretion either to:
8.3.1. Replace or repair (at a location in the United Kingdom agreed between You and Us) free of charge the defective Product; or
8.3.2. Refund the price of the defective Product if this has already been paid to Us by You against the return of the Product.
8.3.2. Refund the price of the defective Product if this has already been paid to Us by You against the return of the Product
8.4. We will redeliver any repaired or replaced Products to You free of charge to destinations (agreed between You and Us) in the United Kingdom. Such delivery will otherwise be in accordance with the subject of these Conditions, except that the period of 12 months referred to in paragraph 8.1 will be replaced by the un-expired portion of the 12-month period since the original delivery of the Products.
8.5. We will not be liable to You under paragraph 8.1 and/or 8.2:
8.5.1. If the Products or Services have been misused, mishandled, overloaded, modified or used for any purpose other than that for which they were intended; or
8.5.2. If the Products have been installed or repaired by someone other than Us or Our agents or sub-contractors and the defect results from such installation or repair; or
8.5.3. If the defect is due to fair wear and tear, wilful damage, negligence, abnormal operating conditions or failure to follow Our instructions: or
8.5.4. If the total price of the Product has not been paid to Us by the due date for payment.
8.6. You will pay all costs and expenses reasonably incurred by Us:
8.6.1. In attempting to repair the Products where either no fault is found or is found to exist or the fault is not covered by the warranty not contained in this paragraph 8; and/or
8.6.2. if We are prevented from or delayed in carrying out any replacement or repair pursuant to paragraph 8.3.1 by You or Your employee’s or contractors act or omission.
8.7. Except as expressly provided in this Agreement, all warranties, guarantees and conditions relating to the Products and/or Services including (without limitation) those relating to description, quality, and fitness for purpose (whether express or implied by statute common law or otherwise) are excluded. We give no warranty as to the accuracy of data transmitted via the Systems nor as to the continuous availability of the Systems nor as to the continuous availability of the Systems.
8.8. You must notify Us of any claim under paragraph 8 as soon as reasonably possible.
9. GDPR PRIVACY
AGL Vehicle Solutions are registered with the Information Commissioner’s Office, ICO, Registration number ZA321745. Full details of our Privacy Notice can be found on our website www.aglvehiclesolutions.co.uk.
10.OUR LIABILITY
10.1. You acknowledge and agree that:
10.1.1. You are responsible for the operation of the Products and You will ensure that they are used safely and properly and that You will use, maintain and keep them in accordance with any instructions provided by Us; and
10.1.2. the prices of the Products and Services are agreed commercially based on Our potential liability as set out in this Agreement, with You having had the opportunity to ask for a variation of these Conditions with any appropriate adjustment to the charges for the Products and/or Services.
10.2. Except as expressly provided in this Agreement We will not be liable to You in any way (whether contractual, tortuous or otherwise) in respect of any loss, damage or expense arising directly or indirectly from any defect in the Products or any failure to provide the Services whether or not caused by Our negligence or that of our employees, agents or sub-contractors. We will not be liable for any loss of profit, loss of data, loss of goodwill, loss of business opportunity or any liability to third parties or for any consequential or indirect loss, damage or expense which may be suffered or incurred by You relating to the Products or the Services.
10.3. Our aggregate liability to You for any and all claims arising from any and all acts and/or defaults of Us, or Our employees, agents or subcontractors, whether for negligence, breach of contract or otherwise will not in any event exceed the total amount paid by You to for the Products and Services under this Agreement.
10.4. Nothing in these Conditions will:
10.4.1. restrict or exclude liability for death or personal injury caused to You by Our negligence; or
10.4.2. if You are a consumer, restrict or exclude liability for death or personal injury caused to You by Our act or omission; or
10.4.3. restrict or exclude any liability of Us which may arise under section 12, Sale of Goods Act 1979, Part 1, Consumer Protection Act 1987 or Section 2, Supply of Good and Services Act 1982; or
10.4.4. if You are dealing as a consumer (as defined in Section 12, Unfair Contract Terms Act 1977) affect Your statutory rights under the Sale of Goods Act 1979, the Consumer Transactions (Restrictions on Statements) Order 1976 or the Supply of Goods and Services Act 1982.
10.5. You are responsible for satisfying yourself that the Products and the Services are appropriate for the purposes for which they are intended.
10.6. You will indemnify Us and keep us indemnified against all liabilities, claims, damages, losses and proceedings arising out of or in any way connected with any breach of this Agreement or act or omission by You, Your employees, agents and sub-contractors.
10.7. In any event, our liability shall automatically cease either if You are in breach of the Rental Agreement or of this or any other contract made with Us or if We or Our servants or agents are denied full and free rights of access to any alleged defective Products or Services.
11. SIMs & CELLULAR SERVICES
11.1. You must not alter, modify, tamper with or remove any SIM from any Products or permit or allow others to do so. This will be regarded as a breach of Warranty.
11.2. You must advise Us immediately by telephone in the event of loss or theft of the Products or the SIM or if the SIM is damaged. You acknowledge and agree to indemnify Us of any airtime or other charges that We may incur if the Product and/or the SIM is stolen.
11.3. You have no property right in any number and/or password assigned to You and understand that such number and/or password can be changed from time to time.
11.4. As a condition of providing cellular service the underlying wireless service carrier requires that You accept the following condition. You expressly understand and agree that You have no contractual relationship whatsoever with the underlying wireless service carrier and that you are not a third-party beneficiary of any agreement between Us and the underlying carrier. In addition, you expressly understand and agree that the underlying carrier will have no legal, equitable or other liability of any kind to subscribe in any event, regardless of the form of the action whether for breach of contract, warranty, negligence, strict liability in tort or otherwise. Your exclusive remedy and the total service provided hereunder is limited to payment of damages in an amount not to exceed the amount paid by Us to the underlying wireless service carrier for the Services during the 1 month preceding the date the claim arose.
12. GENERAL
12.1. Entire Agreement – This Agreement, together with any documents referred to in it, constitutes the whole agreement between You and Us relating to its subject matter and supersedes any prior agreements, understandings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter. No, statements or descriptions whether contained in any advertising matter, catalogues, brochures, price lists or otherwise provided by Us concerning the Products and/or the Services nor any verbal representations by any agent, employee or representative of Us shall from part of this Agreement or be treated as constituting a representation on Our part. You acknowledge that You have not been induced to enter into this Agreement by any representation or warranty other than those contained in this Agreement and agree that You shall have no remedy in respect of any other such representation or warranty except in the case of fraud or fraudulent misrepresentation.
12.2. Assignment/Sub-Contracting – (a) You may not assign, transfer or otherwise deal with or dispose of any or all Your rights, benefits or liabilities under this Agreement without Our prior consent. You may not resell any of the Products or Services (whether as a distributor, retailer or dealer). (b) We may perform or exercise all Our obligations and/ or rights under this Agreement through any third party, provided that any act or omission of any such third party shall be deemed to be Our act or omission. We may assign transfer or otherwise deal with or dispose of all or any of Our rights, benefits or liabilities under this Agreement, provided that if You are a Consumer such assignment does not reduce any of Your guarantees under this Agreement.
12.3. Force Majeure – Neither party shall be liable in any way for loss or damage arising directly or indirectly through or in consequence of being unable to perform its obligations under this Agreement as a result of any cause beyond its reasonable control. Upon the occurrence of such event, such party may terminate this Agreement without liability.
12.4. Third parties – A person who is not a party to this Agreement has no right under the Contracts (Rights to Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from this Act.
12.5. No partnership – Nothing in this Agreement shall create or evidence any relationship of partnership or agency between the parties.
12.6. Waiver – No failure by either party to exercise, nor any delay in exercising, any of its rights, powers, privileges or remedies under this Agreement shall operate as a waiver, nor prevent such party subsequently enforcing any right, power, privilege or remedy nor prevent such party treating any material breach by the other as a repudiation of this Agreement.
12.7. Severability – If any provision of this Agreement shall be held to be invalid, illegal, void or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction shall not be affected and the legality, validity and enforceability of the whole of this Agreement shall not be affected in any other jurisdiction.
12.8. Export Terms – You shall be responsible for complying with any legislation or regulations governing the importation of the Products into the country of destination and for the payment of any duties on them.
12.9. Set Off – Except where You are a Consumer, you are not entitled to exercise any right of set off or counter claim against any amounts due to Us from You under this Agreement.
12.10. Notices – Any notice given under this Agreement shall be sent by post or delivered by hand to the recipient’s address stated in the Order Form. Notices shall be deemed to have been delivered 48 hours after the date of posting or on delivery if delivered by hand.
12.11. Governing Law and Jurisdiction – This Agreement shall be governed and construed in accordance with the laws of Scotland. All disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the Scottish Courts.