1 Interpretation

1.1 Definitions

1.2 Interpretation

• References to legislation include amendments/re-enactments.
• Headings do not affect interpretation.
• “Including” means “including without limitation”.

2 Basis of Contract

1. These Terms apply to the Contract to the exclusion of any other terms the Customer seeks to impose or incorporate (including any terms on the Customer’s purchase order), unless expressly agreed in writing by IPDE.
2. Any quotation issued by IPDE is valid only for the period expressly stated on the quotation. Where no validity period is stated, the quotation shall be valid for 30 Business Days from its date of issue. IPDE reserves the right to withdraw or amend any quotation after the expiry of its validity period.
3. The Order constitutes an offer by the Customer to purchase Goods under these Terms.
4. The Order is accepted only when IPDE issues written acceptance (including by email) or dispatches the Goods (whichever is earlier). On acceptance, a Contract is formed.
5. Any samples, drawings, images, marketing materials, catalogues, specifications, and descriptions are provided to give an approximate idea only and do not form part of the Contract, except to the extent expressly incorporated into the Order/Specification.

3 Goods and Specification

1. The Goods are described in IPDE’s quotation, Order acknowledgement, or Specification (as applicable).
2. IPDE may make reasonable changes to the Goods:
   • to comply with applicable law or regulatory requirements; or
   • to implement product improvements, provided the change does not materially reduce performance for the stated purpose.
3. Customer responsibility for selection and suitability: The Customer is responsible for ensuring the Goods (and any system design/selection) are suitable for the Customer’s intended use and environment. IPDE does not accept responsibility for system design or suitability unless expressly agreed in writing.
4. Where Goods are supplied to a Customer-provided Specification, the Customer is responsible for its accuracy and suitability.

4 Connectivity and Network-Dependent Operation (where applicable)

1. Where the Goods rely on mobile data, internet access, or other network connectivity (including 4G) to operate, the Customer is responsible for carrying out appropriate on-site checks prior to installation/use to confirm adequate signal strength and network performance.
2. Any minimum performance requirements stated in IPDE’s product documentation, quotation, or Order must be met for the Goods to operate as intended.
3. IPDE is not liable for any failure, reduced performance, or loss of functionality caused by inadequate signal strength, network congestion, outages, maintenance, changes made by mobile network operators or other third-party providers, or other issues outside IPDE’s reasonable control.

5 Price

1. Prices are as set out in IPDE’s quotation or accepted Order. If no price is stated, prices are as per IPDE’s current price list at the time of acceptance.
2. Prices are exclusive of VAT, which will be charged at the applicable rate.
3. Unless otherwise agreed, prices exclude delivery/transport, packaging, and insurance, which may be charged in addition.

6 Payment

1. Unless otherwise agreed in writing, payment terms are:
   • Account customers: payment due within 30 days of invoice date;
   • Non-account customers: payment due in cleared funds prior to dispatch or as stated on the quotation/order.
2. Time for payment is of the essence.
3. If the Customer fails to pay on time, IPDE may charge interest at 4% per annum above Barclays Bank PLC base rate, accruing daily from due date until payment.
4. IPDE may suspend further deliveries and/or cancel Orders if payment is overdue.
5. The Customer must pay all amounts due without set-off, counterclaim, deduction, or withholding (except as required by law). IPDE may set off amounts owed by the Customer against sums payable by IPDE.

7 Delivery

1. Delivery will be to the address agreed in the Order (the Delivery Address).
2. Any delivery dates are estimates only. Time is not of the essence.
3. Delivery is completed on arrival at the Delivery Address (or on collection where collection is agreed). The Customer is responsible for unloading unless agreed otherwise.
4. If the Customer fails to accept delivery within 3 Business Days of notification that Goods are ready/attempted delivery, IPDE may store the Goods and charge reasonable storage/insurance costs.
5. If the Customer continues to fail to take delivery for 10 Business Days after notification, IPDE may resell or dispose of the Goods and recover reasonable costs and any shortfall from the Customer.
6. IPDE may deliver in instalments. Each instalment is separately invoiced and payable. Delay/defect in one instalment does not entitle cancellation of other instalments.

8 Inspection on Delivery

1. The Customer must inspect the Goods promptly on delivery.
2. Shortage, transit damage, or incorrect delivery that is reasonably apparent on inspection must be notified to IPDE within 48 hours of delivery.
3. Any other defect must be notified within a reasonable time of discovery.

9 Title and Risk

1. Risk passes to the Customer on completion of delivery.
2. Title to the Goods does not pass until IPDE has received payment in full (cleared funds) for:
   • the Goods; and
   • all other sums due from the Customer to IPDE on any account.
3. Until title passes, the Customer must:
   • hold the Goods as IPDE’s bailee;
   • keep the Goods identifiable as IPDE property;
   • not pledge, charge, or encumber the Goods.
4. If the Customer becomes insolvent or suffers a relevant credit event, IPDE may require return of Goods for which title has not passed and may enter premises to recover them (to the extent permitted by law).

10 Warranty (Goods)

1. IPDE warrants that, on delivery and for the applicable warranty period, the Goods shall:
   • (a) conform in all material respects with their description and any agreed Specification; and
   • (b) be free from material defects in design, materials, and workmanship.
   Warranty periods:
   (a) IPGUARD products and associated Baticonnect cloud access control hardware: 3 years from invoice date.
   (b) IPVIEW products: 1 year from invoice date.
   
   Warranties apply solely to IPDE-manufactured or IPDE-branded products and do not apply to third-party products, software, consumables, accessories, or services unless expressly stated in writing.
2. If the Customer notifies IPDE in writing during the warranty period (and within a reasonable time of discovery) that Goods do not comply, and IPDE is given a reasonable opportunity to examine the Goods (and the Customer returns them if requested at the Customer’s cost), IPDE will, at its option:
   • repair the Goods;
   • replace the Goods; or
   • refund the price paid for the defective Goods.
3. The warranty does not apply if the defect arises from:
   • improper storage, handling, installation, maintenance, misuse, or abnormal conditions;
   • failure to follow IPDE instructions/documentation;
   • alteration/repair without IPDE written consent;
   • fair wear and tear, wilful damage, or negligence;
   • use with non-approved third-party equipment or systems; or
   • selection of Goods unsuitable for the Customer’s intended purpose.
4. Except as set out in this clause, IPDE has no further warranty obligations.
5. Business customers only: to the fullest extent permitted by law, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are excluded.

11 Returns (Non-Defective Goods)

1. Returns are accepted only with IPDE’s prior written consent and in accordance with IPDE’s returns process.
2. Unless IPDE agrees otherwise in writing, Goods must be returned:
   • in unused condition;
   • in original unopened packaging; and
   • within 7 days of delivery.
3. Special Orders / Bespoke Items are non-returnable unless defective.
4. Return carriage and insurance are the Customer’s responsibility.
5. Where a return is accepted, IPDE may apply a restocking and administration fee of up to 30% of the Goods price. Delivery/carriage charges are non-refundable.

12 Intellectual Property

1. All intellectual property rights in the Goods and any IPDE documentation remain with IPDE or its licensors.
2. Where software/firmware is embedded in the Goods, the Customer is granted a non-exclusive licence to use it only as necessary to operate the Goods in accordance with IPDE documentation. The Customer must not reverse engineer, decompile, or circumvent security features except to the extent permitted by law.

13 Termination

1. Either party may terminate immediately by written notice if the other party:
   • commits a material breach and fails to remedy it within 7 days of written notice (if remediable); or
   • becomes insolvent, enters administration/liquidation, or ceases/threatens to cease business.
2. IPDE may terminate immediately if the Customer fails to pay any amount due by the due date.
3. Termination does not affect rights accrued prior to termination.

14 Limitation of Liability

1. Nothing in these Terms limits or excludes liability for:
   • death or personal injury caused by negligence;
   • fraud or fraudulent misrepresentation;
   • breach of section 12 Sale of Goods Act 1979 (title); or
   • any liability that cannot lawfully be limited.
2. Subject to clause 14.1, IPDE shall not be liable for:
   • loss of profit;
   • loss of revenue;
   • loss of business;
   • loss of goodwill; or
   • any indirect or consequential losses.
3. Subject to clause 14.1, IPDE’s total liability arising out of or in connection with the Contract (whether in contract, tort, negligence, breach of statutory duty or otherwise) shall not exceed the higher of:
   • the amount paid by the Customer for the Goods giving rise to the claim; and
   • any amount recoverable by IPDE under its applicable insurance (less any excess).
4. The Customer acknowledges that the limitations in this clause are reasonable in a B2B context and reflect pricing and allocation of risk.

15 Force Majeure

Neither party is liable for delay/failure due to events beyond reasonable control. If the event continues for 2 months, either party may terminate on 5 Business Days’ written notice.

16 Confidentiality

1. Each party must keep the other’s confidential information confidential and use it only to perform the Contract.
2. Confidential information includes quotations and pricing.
3. Disclosure is permitted to staff/advisers who need to know, and where required by law/court/regulator.

17 Data Protection

Where personal data is exchanged, each party shall comply with applicable data protection law. IPDE’s privacy information is available on its website.

18 General

1. Assignment: IPDE may assign/subcontract. The Customer may not assign without IPDE written consent.
2. Entire agreement: the Contract is the entire agreement relating to its subject matter.
3. Variation: no variation is effective unless in writing and signed by authorised representatives.
4. Severance: unenforceable provisions are modified/removed to minimum extent; remainder remains effective.
5. Notices: notices must be in writing and sent to the addresses stated in the Order (Customer) or IPDE’s trading address as notified. Email notices are deemed received 1 Business Day after transmission.
6. Third-party rights: no third party may enforce these Terms.
7. Governing law & jurisdiction: England & Wales; courts of England & Wales have exclusive jurisdiction.