GREEN CAR DEPOLLUTION LIMITED (GCD)

Standard Terms and Conditions of Sale and Supply (B2B)

Version 2026

1. Definitions and Interpretation

In these Terms:

Company / GCD means Green Car Depollution Limited.

Client means the person, firm or company purchasing Products and/or Services from GCD.

Produits means any machinery, equipment, parts, components, consumables or goods supplied by GCD.

Services means installation, repair, maintenance, commissioning, training, inspection or other services supplied by GCD.

Contract means the agreement between GCD and the Client for the sale of Products and/or Services incorporating these Terms.

Order means the Client’s written or verbal instruction to purchase Products and/or Services.

Working Day means Monday to Friday excluding public holidays in England.

Force Majeure Event means any event beyond GCD’s reasonable control.

References to writing include email.

2. Basis of Contract

2.1 These Terms apply to all Contracts between GCD and the Client to the exclusion of all other terms.

2.2 A quotation does not constitute an offer and is valid for 30 days unless otherwise stated.

2.3 A Contract shall only come into existence when:

• GCD issues written acceptance of an Order; or
• GCD commences supply of Products or Services.

2.4 The Client confirms it has authority to enter into the Contract.

2.5 These Terms and the Order constitute the entire agreement between the parties.

3. Orders and Variations

3.1 Orders accepted by GCD may not be cancelled or varied except with GCD’s written agreement.

3.2 GCD reserves the right to charge for costs incurred and loss of profit arising from cancellation, suspension or variation.

3.3 Product specifications may be amended where necessary to comply with legal or technical requirements.

4. Price and Payment

4.1 Prices are as stated in the quotation or Order confirmation.

4.2 All prices are exclusive of VAT unless expressly stated.

4.3 Delivery, packaging, customs, duties and insurance are additional unless stated otherwise.

4.4 Unless otherwise agreed in writing:

• account customers shall pay within 30 days of invoice date;
• non-account customers shall pay in full before dispatch.

4.5 GCD may require deposits and stage payments.

4.6 If payment is overdue, GCD may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 or 8% above the Bank of England base rate, whichever is higher.

4.7 GCD reserves the right to suspend supply or withdraw credit facilities for overdue accounts.

4.8 Unless otherwise specified, all quotations and invoices are denominated in Pounds Sterling (£) (GBP).

4.9 If the Client chooses to pay in a currency other than GBP, the amount due shall be calculated at the exchange rate applied by GCD’s bank on the date payment is received.

4.10 The Client is responsible for ensuring the full GBP value invoiced is received by GCD.

4.11 Any shortfall in the GBP amount received due to exchange rate fluctuations, intermediary bank deductions or transfer fees shall remain a debt due from the Client and shall be immediately payable upon demand by GCD.

5. Retention of Title

5.1 Title to Products shall not pass until GCD has received payment in full for all sums due.

5.2 Until title passes, the Client shall:

• store Products separately;
• keep them identifiable;
• insure them for full replacement value;
• not alter or remove identifying marks.

5.3 GCD may enter the Client’s premises to inspect or recover unpaid Products.

5.4 Risk in the Products passes on delivery.

6. Delivery

6.1 Delivery dates are estimates only and time is not of the essence.

6.2 Delivery occurs when Products are unloaded at the agreed delivery point or collected by the Client.

6.3 The Client must inspect Products immediately upon delivery.

6.4 Claims for shortages, damage or non-delivery must be notified in writing within:

• 3 Working Days for damage/shortage;
• 7 Working Days for non-delivery.

6.5 Failure to notify within these periods constitutes acceptance.

6.6 Delivery outside the UK shall be subject to Incoterms 2020 as agreed in writing.

6.7 Where Products are ready for dispatch, collection or installation and the Client delays delivery, collection or acceptance for any reason, GCD reserves the right to invoice and require payment in accordance with the agreed payment terms as though delivery had taken place.

6.8 GCD may provide up to 10 Working Days of storage free of charge from the date the Products are ready for dispatch. Thereafter, GCD reserves the right to charge reasonable storage, handling and insurance fees until delivery or collection takes place.

6.9 Risk in the Products shall pass to the Client from the date the Products are ready for dispatch.

6.10 If Products remain unpaid for or uncollected for more than 60 days after notification that they are ready for dispatch or collection, GCD reserves the right, upon reasonable written notice, to resell, dispose of or otherwise recover the Products and recover any associated losses, costs or shortfall from the Client.

7. Services

7.1 GCD shall use reasonable care and skill in performing Services.

7.2 Timeframes for Services are estimates only.

7.3 The Client shall provide:

• safe access;
• utilities;
• permits;
• competent site contact;
• all site-specific safety information.

7.4 Any delays caused by the Client may result in additional charges.

7.5 If the Client prevents or delays Services, GCD may charge for wasted time, travel and associated costs.

8. Health and Safety

8.1 The Client is responsible for ensuring the site is safe and legally compliant.

8.2 The Client must disclose all known hazards including:

• asbestos;
• hazardous chemicals;
• confined spaces;
• fire risks;
• electrical risks.

8.3 GCD may suspend work where health and safety risks exist.

8.4 Any suspension for safety reasons shall not constitute breach by GCD.

9. Acceptance

9.1 Services and installed Products shall be deemed accepted upon:

• signed engineer completion report; or
• use of the Products; or
• 5 Working Days after completion if no written defects are notified.

10. Warranty

10.1 GCD warrants Products for 12 months from delivery against material defects.

10.2 GCD warrants Services for 30 days from completion against defective workmanship.

10.3 GCD may repair, replace or re-perform defective Products or Services at its discretion.

10.4 Warranty excludes defects arising from:

• fair wear and tear;
• misuse;
• neglect;
• improper installation;
• unauthorised repair;
• Client modifications;
• unsuitable operating environment.

10.5 Consumables and third-party supplied items are excluded except to the extent of manufacturer warranty.

11. Limitation of Liability

11.1 Nothing in these Terms limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability which cannot legally be excluded.

11.2 Subject to clause 11.1, GCD shall not be liable for:

• loss of profit;
• loss of business;
• loss of revenue;
• loss of opportunity;
• indirect or consequential loss.

11.3 GCD’s total aggregate liability shall not exceed the total contract value paid by the Client.

12. Client Obligations

12.1 The Client shall ensure Products are suitable for their intended purpose.

12.2 The Client is responsible for compliance with:

• environmental laws;
• planning permissions;
• operating licences;
• local regulatory requirements.

12.3 The Client shall ensure operators are adequately trained.

13. Intellectual Property

13.1 All drawings, designs, technical documents, software and intellectual property remain the property of GCD unless agreed otherwise in writing.

13.2 The Client shall not copy, reproduce or distribute GCD intellectual property without written permission.

14. Force Majeure

14.1 GCD shall not be liable for delay or failure caused by a Force Majeure Event.

14.2 Performance shall be suspended for the duration of the Force Majeure Event.

15. Termination

15.1 GCD may terminate immediately if the Client:

• fails to pay sums due;
• commits a material breach;
• becomes insolvent;
• prevents performance;
• creates unsafe site conditions.

15.2 Termination does not affect accrued rights.

15.3 The Client remains liable for Products supplied and Services performed up to termination.

16. Data Protection

16.1 GCD shall process personal data in accordance with applicable UK data protection laws.

16.2 Each party shall comply with UK GDPR and Data Protection Act 2018.

16.3 Full details are set out in GCD’s Privacy Policy.

17. Export Compliance

17.1 The Client shall comply with all applicable export, import and sanctions laws.

17.2 The Client is responsible for all duties, taxes and customs charges unless agreed otherwise.

18. General

18.1 No waiver shall be effective unless in writing.

18.2 If any provision is unenforceable, the remaining provisions remain in force.

18.3 The Client may not assign the Contract without GCD’s written consent.

18.4 GCD may subcontract its obligations.

18.5 Notices must be in writing.

18.6 No third party shall have rights under the Contracts (Rights of Third Parties) Act 1999.

19. Governing Law and Jurisdiction

19.1 These Terms shall be governed by the laws of England and Wales.

19.2 The courts of England and Wales shall have exclusive jurisdiction.