GENERAL

These general conditions apply to all offers, legal relations and agreements whereby CP Automotive Ltd, with company number 13118035 hereinafter referred to as "CP Automotive", offers goods and/or services of any nature to and/or with end users or resellers, hereinafter jointly and separately referred to as the "Customer". This concerns in any case the User and License agreements of Track Technologies B.V. ("Track") and its Customers. CP Automotive is the official distributor of Track in the United Kingdom and represents the commercial interests of Track towards Customers. In the event of a continuing relationship between CP Automotive and the Customer, these General Terms and Conditions will continue to apply and do not repeatedly require to be declared applicable. Deviations of and additions to these General Terms and Conditions are valid only if they have been explicitly agreed upon in writing.

1. APPLICATION OF GENERAL TERMS AND CONDITIONS

1.1 Any purchase or other conditions of the Customer shall not apply unless CP Automotive has explicitly accepted them in writing.
1.2 Arrangements to the contrary, additional agreements or changes at a later date, as well as (oral) arrangements and/or undertakings given by employees, representatives or agents will only bind CP Automotive if they have been confirmed in writing.
1.3 All offers and other communications of CP Automotive are free of obligation, unless CP Automotive expressly indicates otherwise in writing. The Customer is responsible for the accuracy and completeness of the data provided.
1.4 If any provision of these General Terms and Conditions is null and void, the other provisions shall remain in full force. A valid provision that has the same or practically the same effect will apply instead.
1.5 CP Automotive can always make additional requirements concerning the communication between Parties or the performance of legal acts by email.
1.6 If CP Automotive does not require strict compliance with these conditions, this does not mean that these conditions would not apply or that CP Automotive would lose the right to require strict compliance in the future.

2. AGREEMENT, PRICE AND PAYMENT

2.1 Purchase agreements between CP Automotive and the Customer are concluded by a written confirmation of the order by CP Automotive, or if CP Automotive confirms in writing that its implementation has started.
2.2 All offers and quotations are free of obligation and based on the information supplied by the Customer. The Customer is responsible for the accuracy and completeness of the information provided.
2.3 The prices are based on the rates, salaries, taxes, duties, charges, freight charges and other cost factors valid during the offer. If after confirmation of the order a change occurs in one or more of these cost factors, CP Automotive is entitled to adapt the agreed price accordingly. If the price increase is more than 15%, the Customer is entitled to terminate the agreement.
2.4 The Customer will pay all invoices in accordance with the payment conditions stated on the invoice. In the absence of specific conditions, payment must be made within thirty (30) days after the invoice date. The Customer is never entitled to set-off and/or suspend payment unless the Customer is a natural person not acting in the exercise of a profession or business.
2.5 If the Customer does not pay the amounts due in time, the Customer, without any warning or notice being required, is liable to pay an interest of 1.5% per month on the outstanding amount.
2.6 If after notice of default the Customer still fails to pay, the Customer is obliged to pay extrajudicial collection costs, including all legal assistance costs, in addition to the outstanding amount, with a minimum of 15% of the total amount due.
2.7 If CP Automotive has any reasonable doubts as to the creditworthiness of the Customer, CP Automotive is entitled to demand advance payment or security before performing or continuing the agreement.

3. TRANSFER OF TITLE

3.1 Delivery dates are never strict deadlines. All deadlines are fixed to the best of CP Automotive's knowledge. In the event of late delivery, the Customer must give CP Automotive written notice of default, whereby a reasonable term of 30 days is allowed.
3.2 All risk of loss and damage to a Product purchased by the Customer passes to him/her/it at the time of transport to the Customer, unless agreed otherwise in writing.

4. ONWARD SUPPLY

4.1 The Customer is only allowed to onward supply of the goods bought to non-end users after CP Automotive’s written permission.
4.2 The Customer explicitly agrees not to export the purchased goods either directly or indirectly.
4.3 In case of breach, CP Automotive is entitled to terminate agreements with immediate effect and to cease all deliveries, without the Customer being entitled to damages.
4.4 In case of onward delivery to non-end-users, the Customer indemnifies CP Automotive and Track for all claims by these non-end-users, subject to the warranty obligation included in the User Agreement.

5. RETENTION OF TITLE AND LIEN

5.1 All goods supplied by CP Automotive shall remain its property until the Customer has complied with all obligations.
5.2 Goods subject to retention of title may only be resold in the framework of the Customer's normal business operations. The Customer is not entitled to pledge the goods or to establish any other real right.
5.3 The Customer undertakes to assign rights of claims resulting from resale to CP Automotive on demand.
5.4 If the Customer fails to fulfil obligations, CP Automotive is entitled to remove the goods. The Customer is obliged to cooperate on penalty of a fine of 10% of the amount due for each day of default.
5.5 The Customer is required to insure the goods delivered subject to retention of title against fire, explosion, water damage and theft.

6. SOFTWARE

6.1 All software associated with the supplied goods will remain the property of Track at all times.
6.2 In case of sale, the Customer only purchases the media or hardware, never the software itself.
6.3 By using the goods, the Customer is granted a license for the corresponding software in accordance with the License Agreement enclosed with the goods.

7. INTELLECTUAL OR INDUSTRIAL PROPERTY RIGHTS

7.1 All intellectual and industrial property rights attached to the software, websites, databases, equipment or other materials developed or made available under the agreement are held exclusively by Track, its licensors or suppliers.
7.2 The Customer only acquires rights of use explicitly granted. Any right of use is non-exclusive and non-transferable.
7.3 The Customer is not allowed to modify or remove any indication concerning copyrights, brands, trade names or confidentiality.
7.4 CP Automotive and Track may take technical measures to protect the software.
7.5 Customers are only entitled to make one back-up copy.

8. LIABILITY; INDEMNITY

8.1 Without prejudice to mandatory legislative provisions regarding product liability, CP Automotive is not liable for any failure in the implementation of the agreement or for any goods and/or services, unless this is the result of intent or gross negligence.
8.2 CP Automotive is never liable for indirect or consequential damages including lost profits, lost savings, goodwill, data loss or immaterial damage.
8.3 CP Automotive’s total liability for direct damages will never exceed the invoice value of the relevant goods.
8.4 The Customer states to be aware that Track and CP Automotive shall not promote infringements of laws and regulations. The Customer expressly agrees that it is his or her responsibility to comply with applicable laws and regulations at all times.

9. FORCE MAJEURE

9.1 Neither party is held to fulfil any obligation if prevented from doing so as a result of force majeure.
9.2 If a force majeure situation continues for more than ninety days, the Parties have the right to terminate the agreement in writing, without being liable to each other.

10. APPLICABLE LAW AND DISPUTES

10.1 All agreements between CP Automotive and the Customer shall be governed by English law.
10.2 The application of the 1980 Vienna Sales Convention (CISG) is excluded.
10.3 Any disputes between CP Automotive and the Customer will be settled by the competent courts of England.

Company details
 CP Automotive Ltd
Company number: 13118035 
Registered office address: Lytchett House, 13 Freeland Park, Wareham Road, Poole, England, BH16 6FA
Company status: Active
Contact: chiel@blu-eye.co.uk