1.1 “Buyer” means the person who purchases the Goods from the Seller.

1.2 “Contract” means the contract between the Seller and the Buyer for the purchase and sale of the Goods in accordance with these Conditions.

1.3 “Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.

1.4 “Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with the Order and any goods supplied in substitution for or in replacement of or in addition to such goods.

1.5 “Order” means the Buyer’s order for Goods, as set out in the purchase order form, the Buyer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.

1.6 “Seller’ means Wheely-Safe Systems Ltd., (registered in England under company number 07184108).

1.7 “Specification” means any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Buyer and the Seller in writing.

1.8 “Writing” includes letter, email and comparable means of communication.

1.9 The headings in these Conditions are for convenience only and will not affect their interpretation.

1.10 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

2.1 Company Details. Wheely-Safe Systems Ltd. (company number 12754234) (we and us) is a company registered in England and Wales and our registered office is at Ground Floor 1 Newlands Court, Attwood Road, Burntwood, Staffs, England, WS7 3GF. We operate the website https://wheely-safe.com/.

2.2 Contacting Us. To contact us telephone our customer service team at +44 (0)1543 415823 or email info@wheely-safe.co.uk. How to give us formal notice of any matter under the Contract is set out in clause 20.

3.1 Our contract. These Conditions apply to the order by you and supply of Goods by us to you (Contract), to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3.2 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

3.3 Language. These Terms and the Contract are made only in the English language.

4.1 Quotation. A quotation for the Goods given by us shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its issue.

4.2 Placing your order. The Order constitutes an offer by you to purchase the Goods in accordance with these Conditions. You are responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

4.3 Accepting your order. Our acceptance of your Order takes place when we send an email to you to accept it (or if you are purchasing a starter pack from one of our sales representatives onsite, when we communicate to you that your order is accepted), at which point the Contract between you and us will come into existence.

4.4 If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this and we will not process your Order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.

5.1 Products may vary slightly from their description. Any samples, drawings, images, descriptive matter or advertising produced by us and any descriptions or illustrations contained on our website or in our sales documentation are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force. Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our website or in our sales documentation have a 10% tolerance.

5.2 Making sure your measurements are accurate. If we are making the Goods to measurements you have given us you are responsible for ensuring that these measurements are correct.

5.3 Suitability. We shall not be held responsible for the accuracy of any advice given regarding the suitability (or otherwise) of any Goods.

5.4 Changes to the Specification. We reserve the right to amend the Specification of the Goods if required by any applicable statutory or regulatory requirement.

6.1 Your rights to make changes. If you wish to make a change to the Goods you have ordered, please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the Goods, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

6.2 Our rights to make changes. We may change the Goods:

(a) to reflect changes in relevant laws and regulatory requirements; and

(b) to implement minor technical adjustments and improvements.

7.1 Delivery timescales. We do our best to ensure availability of all advertised Goods and endeavour to despatch all Goods within the time quoted in the Order. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. If there is a delay, we will inform you of this via email and the Goods will be despatched as soon as they are available.

7.2 Delivery in instalments. We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

7.3 We are not responsible for delays outside our control. If our supply of the Goods is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this, we will not be liable for delays caused by the event. We will not be liable for any delay in the delivery of the Goods that is caused by your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of Goods.

7.4 Delivery location. For mainland UK deliveries, we will arrange for the Goods to be delivered to the address set out in your Order, or to another location agreed in writing between us and you before despatch. For information on international deliveries, see clause 8.

7.5 Failure to take delivery. If you fail to take delivery of the Goods on the delivery date and fail to re-arrange delivery or collect the Goods from us within 5 days of the original delivery date, we may resell part of, or all the Goods and after deducting any reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge you for any shortfall below the price of the Goods.

7.6 Risk and title. For mainland UK deliveries, the risk in the Goods will pass to you on their unloading at the address for delivery. Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due. For information on when risk passes on delivery to international delivery destinations, see clause 8.3.

8.1 International delivery destinations. We deliver to certain international delivery destinations outside of the United Kingdom. Delivery will be Ex Works (Incoterms 2020). For confirmation of whether we deliver to a particular country, please contact us. You should be aware that there are restrictions on some Goods for certain international delivery destinations, and you are responsible for checking whether import of the Goods is permitted at that destination before ordering Goods.

8.2 Compliance with laws, regulations and standards. You are responsible for checking whether the Goods comply with all applicable laws, regulations and standards for such products in the international delivery destination. Please note that compliance with any laws, regulations or standards outside of the UK, Europe and/or USA is outside of the warranty for the Goods (see clause 16).

8.3 Risk for international deliveries. In accordance with Ex Works (Incoterms 2020), risk in the Goods will pass when we place them at your disposal at the place of delivery.

8.4 Import duties and taxes. If you order Goods for delivery to an international delivery destination, your Order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount. You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your Order.

8.5 Compliance with laws and regulations. You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you breach any such law.

9.1 Where to find the price for the Goods. The price (Price) of the Goods is set out in our quotation at the date of your Order or such other price as we may agree in writing with you. All prices are quoted in either GBP, Euros or Dollars. The Price of the Goods:

(a) excludes amounts in respect of value added tax (VAT) which you shall additionally be liable to pay to us at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to you.

9.2 Increases to the price for the Goods. If the costs of the Goods to us increases due to any factor beyond our control, including but not limited to, material costs, labour costs, alteration of exchange rates or duties, increases in taxes and duties or changes to delivery rates, we may, by giving notice to you at any time before delivery, increase the Price of the Goods to reflect such increase.

9.3 Discounts. You may be entitled to discounts on the Price of the Goods. Any and all discounts will be at our discretion.

10.1 When and how you must pay. All invoices are payable by credit card or on a pro-forma basis, unless credit facilities have been approved, in which case invoices are payable within 30 days after the end of the calendar month. The time for payment shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

10.2 Refunds. Due to the nature of the clearing system, if you pay via credit card, payment will be taken at the point of processing. If we are unable to supply the Goods, your payment will be refunded as soon as possible and within 14 days of us notifying you that we are unable to supply the Goods. The refund may take a few days to display as cleared funds in your account, depending on your payment provider. Your refund will be made via the same method you used for payment.

11.1 Cancellation rights. You may cancel the Contract and receive a refund, if you notify us as set out in clause 11.2 within 14 days of your Order being accepted by us. However, this cancellation right does not apply in the case of:

(a) orders in respect of 50 or more vehicles;

(b) Goods which are sourced and delivered to you direct from the manufacturer;

(c) any Goods which are customised to your Specification; or

(d) any Goods which become mixed inseparably with other items after their delivery.

11.2 How to cancel. To cancel the Contract, you can email us at info@wheely-safe.co.uk or contact our Customer Services team by telephone on +44 (0)1543 415823 or by post to Wheely-Safe Systems Ltd., Ground Floor, 1 Newlands Court, Attwood Road, Burntwood, Staffordshire, WS7 3GF, United Kingdom. If you are emailing us or writing to us please include details of your Order to help us to identify it. If you send us your cancellation notice by email or by post, then your cancellation is effective from the date you send us the email or post the letter to us. For example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or email us before midnight on that day.

11.3 Returning the Goods. If Goods have been delivered to you before you decide to cancel the Contract then you must return them to us without undue delay and in any event not later than 14 days after the day on which you let us know that you wish to cancel the Contract. You can either send them back, return them to our address or hand them to our authorised carrier.

12.1 Some of the Goods we sell to you come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Goods.

13.1 Fitting. You should ensure that all Goods are fitted / installed in accordance with manufacturer specifications and the fitting instructions on our website. We do not accept any liability for any damage caused by the fitting of the Goods, if it was not carried out in accordance with manufacturer specifications.

13.2 Compliance with manufacturer guarantee. You should ensure that you have read your manufacturer guarantee carefully before attempting to install the Goods as some manufacturer guarantees may be conditional on you using a qualified technician for installation.

14.1 Objectives are to be agreed with the customer prior to the trial commencing along with pricing.

14.2 All products supplied remains the property of Wheely-Safe Systems Ltd. until payments received

14.3 The customer is to fit the products

14.4 Upon successful completion of the trial, the customer will be invoiced for the products at the agreed terms.

14.5 In the unlikely event the trial is unsuccessful, the customer will be required to remove the products within 4x weeks and return them to Wheely-Safe Systems Ltd. (failure to meet this obligation will result in the customer being invoiced for the products). Any products returned that are damaged or not fit for use will be charged accordingly to the customer.

14.6 If the products have not been fitted after 4x weeks from delivery, they are to be returned back to Wheely-Safe Systems Ltd. at the cost of the customer.

15.1 Warranty on Goods. Unless otherwise agreed in writing, we warrant that on delivery and for a period of twelve months from the date of delivery (Warranty Period), the Goods shall:

(a) conform in all material respects with their description and any applicable Specification;

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

(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979.

15.2 Your rights under the warranty. Subject to clause 16, if:

(a) you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 15.1;

(b) you are able to provide proof of purchase (e.g. your payment receipt);

(c) we are given a reasonable opportunity of examining the Goods; and

(d) you (if asked to do so by us) return the Goods to us at your cost,

we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full. If the Goods are no longer available, we may at our option, replace the defective Goods with a similar product of the same or greater value. The value of the Goods is determined by reference to the value at the time of replacement.

15.3 Returning Goods to us. You should not return your Goods without first obtaining a return authorisation form from us. You will be responsible for arranging the return of the Goods to us including the cost of return postage/courier. We will not accept any liability, nor pay any compensation, for the loss of any returned Goods during transit.

15.4 General.

(a) Except as provided in this clause 14, we shall have no liability to you in respect of the Goods’ failure to comply with the warranty set out in clause 15.1.

(b) The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

(c) These Conditions shall apply to any repaired or replacement Goods supplied by us.

(d) The warranty is not transferable by you to a third party.

16.1 Compliance with laws, regulations and standards outside of the UK, Europe and USA. We do not warrant that the Goods comply with the laws, regulations or standards of any country outside of the UK, Europe and the USA. You are responsible for checking whether the Goods comply with all applicable laws, regulations and standards in the intended country of use.

16.2 The warranty will not apply to the following Goods:

(a) consumables (such as batteries); and

(b) any item of hardware or software which you added to the Goods that was not included in the Contract.

16.3 Exclusions. We will not be liable for the Goods’ failure to comply with the warranty set out in clause 15.1 if:

(a) you make any further use of the Goods after giving notice to us under clause 15.2;

(b) you or someone acting on your behalf alters, repairs or modifies the Goods without our written consent;

(c) the defect arises because:

i. you failed to follow our oral or written instructions or those of the manufacturer as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

ii. you failed to install any error connection issued by us for the software;

(d) the defect arises as a result of:

i. a minor software defect or fault or other minor functionality issues which do not materially impact compliance with the warranty set out in clause 15.1;

ii. us following any drawing, design or specification supplied by you;

iii. fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;

iv. impact, fire, theft, attempted theft, accidental or malicious vandalism, acts of war or terrorism, corrosion, water contamination or ingress, frost, flooding or other adverse weather conditions;

v. the use of spare parts or other replaceable items (such as consumables) that are neither made nor recommended by the manufacturer or us;

vi. the connection of other fittings, accessories, equipment or software to the Goods (including any non-Wheely-Safe or original manufacturer proprietary software) which were not approved by us;

vii. shock or fall, sand, dust, dirt, dampness or corrosion, leaking batteries, repair or cleaning by unauthorised personnel;

viii. a breach of these Conditions; or

(e) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

16.4 Costs. You will be liable for the cost of having the Goods serviced and/or repaired if the fault of the Goods is not covered by the warranty. Where the Goods are repaired or replaced under the warranty, we will not be responsible for fitting and/or installing the repaired or replaced Goods or the costs associated with this.

16.5 Statements. You agree that you will not make any statement, orally or in writing, publicly, which will or may in our reasonable opinion disparage us, our clients or customers, ours or their business, products or services.

You should carry out regular safety checks on the vehicle. The Goods are designed as a driver assistance device and should not be used as a substitute for regular manual wheel and tyre safety checks. The driver or operator of the vehicle is always responsible for the condition of the wheels and/or tyres on their vehicle and regular pre-use visual checks are essential to staying safe. All wheels and tyre pressures should be checked before any journey, when the tyres are in their cold state, using an accurate tyre pressure gauge. Whilst checking pressures, we also recommend that the tyres are given a thorough inspection for any tyre damage, tread depth or uneven wear and the wheel nuts, studs and rims are damage free and in a suitable and sound for purpose condition prior to commencing the journey. The Wheely-Safe safety system is designed as a driver assistance device and should not be used as a substitute for regular manual Wheel & tyre safety checks.

Neither the seller nor the manufacturer will be liable for any loss damage or injury directly or indirectly arising from the use or inability to determine the use of this product. Before using, the user shall determine the suitability of the product for its intended use, and the user shall assume all responsibility and risk in connection herewith.

The driver/operator is always responsible for the condition of the wheels/tyres on their vehicle and regular pre-use visual checks are essential to stay Wheel & tyre safe. All wheels and tyre pressures should be checked before any journey, when the tyres are in their cold state, using an accurate Tyre pressure gauge. Whilst checking pressures it is also recommended to give the tyres a thorough inspection for any tyre damage, tread depth or uneven wear and the wheel nuts, studs and rims are damage free and in a suitable and sound for purpose condition prior to commencing the journey.

Published product details, specifications and suitability information is the best available at the time. Wheely-Safe Systems Ltd. shall not be held responsible for the accuracy of any advice given regarding the suitability (or otherwise) of any part/s.

We encourage you to ensure all parts are fitted by a competent person in accordance with manufacturer specifications. Wheely-Safe Systems Ltd. cannot be held liable for any damage caused by the fitting of a part.

Please ensure that you have read your warranty conditions before attempting to install a part or otherwise repair item. Wheely-Safe Systems Ltd. cannot be held responsible if the item is damaged or your warranty is voided. Some manufacturer guarantees may be on condition that you use a qualified technician.

18.1 Scope of limitations. References to liability in this clause 18 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

18.2 Liabilities which cannot legally be limited. Nothing in these Terms limits or excludes our liability for:

(a) death or personal injury caused by our negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

(d) any other liability that cannot be limited or excluded by law.

18.3 Cap on liability. Subject to clause 18.2, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the price of the Goods.

18.4 Exclusions. Subject to clause 18.2, we will under no circumstances be liable to you for:

(a) any loss of profits, sales, business, or revenue;

(b) loss or corruption of data, information or software;

(c) loss of business opportunity;

(d) loss of anticipated savings;

(e) loss of goodwill; or

(f) any indirect or consequential loss.

 Except as expressly stated in these Conditions, we do not give any representations, warranties or undertakings in relation to the Goods.

 Any representation, condition or warranty which might be implied or incorporated into these Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.

18.5 No resale use. Unless we have agreed that you are an approved distributor of our Goods, we only supply the Goods for internal use by your business, and you agree not to use the Goods for any resale purposes.

19.1 Our rights to end the Contract. Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate Contract with immediate effect by giving written notice to you if:

(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;

(b) you fail to pay any amount due under the Contract on the due date for payment;

(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

(d) your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

19.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.

19.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

20.1 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.

20.2 A notice or other communication is deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00am on the second working day after posting; or

(c) if sent by email, at 9.00am the next working day after transmission.

20.3 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

21.1 Assignment and transfer.

(a) We may assign or transfer our rights and obligations under the Contract to another entity.

(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

21.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

21.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.

21.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

21.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.