Velo Lighting – Terms & Conditions

1. Scope and Definitions

1.1 Scope

• Goods: Velo’s LED lighting products (e.g. sports/flood lights and related equipment).
• Services: Any installation or design services.
• Seller: Velo Lighting (insert full registered address).
• Buyer: The customer purchasing Goods/Services.

1.2 Applicability

These terms apply to all sales to Buyers (primarily business customers). Any inconsistent terms proposed by the Buyer are excluded.

1.3 Entire Agreement

The contract is based on Velo’s order confirmation or invoice and represents the entire agreement.
A contract is formed when Velo accepts the Buyer’s order by written confirmation or dispatch of the Goods.
Any changes must be made in writing.

2. Price and Payment

2.1 Pricing

All prices exclude VAT and import duties. VAT and taxes will be added at the statutory rate on each invoice.

2.2 Payment Terms

Payment is due as per invoice terms (typically within 30 days or as quoted for the job).
Velo reserves the right to require advance payment or alternative terms.
Payments must be made in the specified currency (GBP or EUR) to Velo’s bank account.

2.3 Late Payment

Overdue invoices incur interest at the UK statutory rate (Bank of England base rate + 8%) under the Late Payment of Commercial Debts Act 1998.

2.4 Default

Time of payment is of the essence. If the Buyer fails to pay on time, Velo may suspend deliveries or treat the contract as repudiated.

2.5 Retention of Title

Legal title to the Goods remains with Velo until full payment of all sums owed is received. This protects Velo if the Buyer becomes insolvent.

3. Delivery and Risk

3.1 Delivery Terms

Delivery is typically FCA or EXW at Velo’s premises. Delivery dates are estimates only.
Velo may ship in instalments. A force majeure clause applies to delays beyond Velo’s control.

3.2 Risk of Loss

Risk passes to the Buyer when Goods are delivered to the carrier or site (as per agreed Incoterm).

3.3 Title

Title remains with Velo until full payment is received.

3.4 Inspection

The Buyer must inspect Goods on arrival and notify any defects within 5 working days.
If no defects are reported, Goods are deemed accepted.

3.5 Returns and Cancellations

Returns are not permitted without Velo’s written consent.
If an accepted order is cancelled, Velo may charge termination fees (to be defined).

4. Warranties and Liability

4.1 Warranty

Refer to Velo’s separate warranty document for product performance and defects.
All other warranties are disclaimed to the fullest extent permitted by law.
For business Buyers, implied terms of merchantability or fitness are expressly excluded.

4.2 Limitation of Liability

Velo’s liability is limited to direct losses up to the invoiced price of the Goods.
Indirect, special, or consequential losses (e.g. loss of profit) are excluded.

4.3 Statutory Non-Excludables

Nothing in these terms limits liability for:

• Death or personal injury caused by Velo’s negligence.
• Fraud or fraudulent misrepresentation.

4.4 Remedies

The Buyer’s sole remedies for defective Goods are:

• Repair, or
• Replacement, or
• Refund of the purchase price.

5. Intellectual Property and Confidentiality

5.1 IP Rights

Velo retains all intellectual property rights in its products and documentation.
The Buyer may only use products as intended and must not copy or reproduce proprietary designs/manuals without permission.

5.2 Buyer-Supplied IP

If the Buyer provides designs or specifications, the Buyer indemnifies Velo against IP infringement claims.

5.3 Confidentiality

All technical information or designs shared by Velo must be treated as confidential.

6. Governing Law and Jurisdiction

6.1 Law

The contract is governed by the laws of England and Wales.

6.2 Jurisdiction

All disputes are subject to the exclusive jurisdiction of the courts of England and Wales.

Notes

Each clause above should be drafted in full legal language in the final Terms & Conditions document.
By including clear definitions, explicit payment and IP clauses, warranty limits, and UK law governance, Velo Lighting’s updated Terms & Conditions will comprehensively protect the company’s interests.

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