Terms of Use

TERMS AND CONDITIONS OF SALE

of Elgin Bay Ltd T/A Intelli-Hood UK

Date: 28th October 2025

1. Applicability

1.1 These Terms and Conditions of Sale (the “Terms”) govern the sale of all goods (“Goods”) and/or services (“Services”) by Elgin Bay Ltd T/A Intelli-Hood UK (“Seller”) to any purchaser (“Buyer”) as identified in any quotation, proposal, or sales order (the “Proposal”).

1.2 The Proposal and these Terms together constitute the entire agreement between the parties (the “Agreement”) and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, whether oral or written.

1.3 These Terms shall prevail over any terms or conditions of purchase submitted by the Buyer, regardless of when such terms are provided. Fulfilment of any order by the Seller shall not constitute acceptance of any of the Buyer’s terms and conditions and shall not modify or amend these Terms.

1.4 The Seller reserves the right, at any time and without prior notice, to make substitutions or changes to materials, components, specifications or functional attributes, provided that such substitutions or changes do not materially alter the nature or scope of the Goods or Services.

2. Price

2.1 The price for the Goods and/or Services shall be as set out in the Proposal and is based on information supplied by the Buyer.

2.2 The Seller reserves the right to amend the quoted price if the Proposal was based on inaccurate information or if the Buyer does not accept the Proposal within the validity period stated therein.

2.3 Unless otherwise stated, prices apply only to deliveries within the United Kingdom.

2.4 The Buyer shall reimburse the Seller for all reasonable travel, accommodation, and out-of-pocket expenses properly incurred by the Seller in connection with the performance of the Services provided that such expenses are supported by receipts.

3. Payment Terms

3.1 Payment terms shall be as stated in the Proposal.

3.2 Any invoices not settled within the agreed payment period shall bear interest at the rate of 8% per annum above the Bank of England base rate, or, if lower, the maximum rate permitted by applicable law.

3.3 The Seller reserves the right to suspend further deliveries or the performance of Services where any invoice remains unpaid. The Seller shall give written notice before suspending further deliveries or Services.

3.4 The Buyer shall not be entitled to withhold payment of any amount due under this Agreement by reason of any set-off, counterclaim, deduction or withholding, whether arising out of this Agreement or otherwise.

4. Taxes and Duties

4.1 All prices are exclusive of Value Added Tax (VAT) and any other applicable taxes, duties, or levies imposed by any governmental authority.

4.2 The Buyer shall be responsible for all such taxes and charges, except for taxes imposed on the Seller’s income, revenue, or profits.

4.3 The Seller will include all applicable taxes and duties in the final invoice unless the Buyer provides a valid exemption certificate prior to invoicing.

5. Delivery of Goods and Performance of Services

5.1 Delivery dates are approximate only. The Seller shall use commercially reasonable endeavours to deliver the Goods and/or perform the Services within ten to twenty (10-20) Business Days of acceptance of the Buyer’s order and receipt of all necessary specifications and site readiness, if applicable.

5.2 Requests for delivery within a period shorter than ten (10) Business Days may be subject to an expedited service charge not exceeding five per cent (5%) of the total price of the Goods, in addition to any applicable freight or courier charges.

5.3 Unless otherwise stated in the Proposal, delivery shall be FCA (Incoterms 2020) Seller’s facility, title and risk in the Goods shall pass to the Buyer upon delivery to the carrier.

5.4 The Seller may make partial deliveries at its discretion without liability, and each delivery shall constitute a separate contract.

5.5 The Buyer shall:

(a) cooperate fully with the Seller in all matters relating to the Services;

(b) provide access to its premises and such facilities as the Seller may reasonably require for performance of the Services;

(d) obtain all necessary licences, consents, and permissions required for the performance of the Services.

5.6 Title to the Goods shall not pass to the Buyer until full payment has been received by the Seller.

6. Inspection and Rejection of Non-Conforming Goods

6.1 The Buyer shall inspect the Goods within five (5) Business Days of delivery.

6.2 The Goods shall be deemed accepted unless the Buyer provides written notice within that period specifying that:

(a) the Goods delivered differ from those ordered; or

(b) the Goods are incorrectly labelled or packaged (“Non-Conforming Goods”).

6.3 The Seller may, at its sole discretion, either

(a) replace any Non-Conforming Goods with conforming Goods; or

(b) credit or refund the price paid for the Non-Conforming Goods, including reasonable return shipping costs.

7. Warranty

7.1 The Seller warrants that:

(a) for a period of three (3) years from the date of delivery, the Goods shall be free from defects in materials; and

(b) for a period of one (1) year from the date of delivery, the Goods shall be free from defects in workmanship arising under normal use and installation.

7.2 The Seller warrants that all Services will be performed by appropriately qualified and experienced personnel in a professional manner consistent with recognised industry standards.

7.3 Except as expressly set forth above, all other warranties, whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law, including any implied warranties of merchantability, satisfactory quality, or fitness for a particular purpose.

7.4 The Seller shall not be liable for any breach of warranty if:

(a) the defect arises from the Buyer’s failure to follow the Seller’s instructions regarding storage, installation, use, or maintenance; or

(b) the Buyer alters or repairs the Goods without the Seller’s prior written consent.

7.5 If the Seller determines that any reported defect does not constitute a breach of warranty, the Buyer shall reimburse the Seller for all related inspection, labour, and travel costs, subject to a minimum charge of £1,750.00 plus expenses.

7.6 The Seller’s sole obligation, and the Buyer’s exclusive remedy, for any breach of warranty shall be, at the Seller’s option, to:

(a) repair or replace the defective Goods or re-perform the defective Services; or

(b) issue a credit note or refund for the price paid for such Goods or Services.

8. Limitation of Liability

8.1 The Seller shall not be liable to the Buyer for any loss of profit, loss of revenue, loss of use, diminution in value, or for any consequential, indirect, special, or incidental loss or damage, whether arising in contract, tort (including negligence), or otherwise.

8.2 The Seller’s aggregate liability in respect of any claim arising out of or in connection with this Agreement shall not exceed the total amount paid by the Buyer for the specific Goods and/or Services giving rise to such claim.

8.3 Nothing in this Agreement shall limit or exclude liability for:

(a) death or personal injury caused by negligence.

(b) fraud or fraudulent misrepresentation; or

9. Cancellation

9.1 This Agreement shall become binding upon the Seller’s acceptance of the Buyer’s order.

9.2 The Buyer may cancel an order only by giving written notice to the Seller. The Seller may cancel the Agreement if the Buyer fails to perform any of its obligations as set out in Clause 5.

9.3 Upon cancellation for any reason, the Buyer shall:

(a) pay the Seller an administrative fee of up to £1,750.00; and

(b) indemnify and reimburse the Seller for all losses, costs, and expenses (including overheads and reasonable profit) incurred as a result of such cancellation.

10. Confidential Information

10.1 All non-public, confidential, or proprietary information disclosed by the Seller to the Buyer, whether orally or in writing, shall be treated as confidential and used solely for the performance of this Agreement. These confidentiality obligations shall continue for five (5) years after completion or termination of this Agreement.

10.2 Confidential Information includes, but is not limited to, trade secrets, technical data, specifications, drawings, designs, processes, test results, reports, and any information designated as confidential by the Seller.

10.3 The Buyer shall not disclose such information without the Seller’s prior written consent and shall, upon request, promptly return or destroy all such materials.

10.4 The Seller shall be entitled to injunctive relief for any breach of this clause.

10.5 The Seller retains ownership of and all intellectual property rights in:

(a) all data generated by the Goods or Services; and

(b) all intellectual property embodied in or arising from the Goods or Services.

11. Force Majeure

The Seller shall not be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, fire, flood, supply chain disruption, epidemic, war, civil unrest, terrorism, strikes, lockouts, or governmental restrictions.

12. Assignment

The Buyer may not assign, transfer, or subcontract any of its rights or obligations under this Agreement without the Seller’s prior written consent. Any unauthorised assignment shall be void.

13. Third-Party Rights

This Agreement is made for the benefit of the parties only. No person other than a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

14. Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

15. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

End of Terms and Conditions

Definitions

In these Terms and Conditions of Sale (the “Terms”), unless the context otherwise requires, the following expressions shall have the following meanings:

“Agreement” means the contract between the Seller and the Buyer for the sale and purchase of the Goods and/or Services, comprising the Proposal and these Terms, together with any documents expressly incorporated by reference.

“Business Day” means a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.

“Buyer” means the person, firm, or company who purchases the Goods and/or Services from the Seller.

“Confidential Information” has the meaning given in Clause 10.

“Goods” means the goods, materials, or equipment supplied by the Seller to the Buyer under the Agreement.

“Proposal” means any written quotation, proposal, or sales order issued by the Seller to the Buyer setting out details of the Goods and/or Services, prices, and delivery terms.

“Seller” means Elgin Bay Ltd trading as Intelli-Hood UK, a company registered in the United Kingdom (Company No: 04304053), with its registered office at 1 Newark Road,Coddington, Newark, NG24 2QF, and its successors or permitted assigns.

“Services” means the services supplied by the Seller to the Buyer under the Agreement.

“Terms” means these Terms and Conditions of Sale as amended from time to time in writing by the Seller.Last updated: 1 st October 2025

These Terms of Use (“Terms”) govern your use of the website www.intelli-hood.co.uk (the “Site”). By accessing or using this Site, you agree to be bound by these Terms. If you do not agree, you must not use this Site.

Website Terms & Conditions.

1. About Us

This Site is operated by Intelli-Hood UK (“we”, “us”, “our”), based at:

Intelli-Hood UK
Unit 1, Newark Road
Coddington
Newark,
NG24 2QF
United Kingdom

Email: info@intelli-hood.co.uk

2. Use of the Site

You agree to use this Site only for lawful purposes and in accordance with these Terms.

You must not:

Use the Site in any way that breaches applicable laws or regulations.
Introduce viruses, trojans, worms, logic bombs, or other harmful material.
Attempt to gain unauthorised access to the Site, its server, or connected systems.

We reserve the right to suspend or withdraw access to the Site without notice for business or operational reasons.

3. Intellectual Property

All content on this Site, including text, graphics, logos, images, and software, is the property of Intelli-Hood UK or its licensors and is protected by copyright and other intellectual property laws.

You may view, download, and print content for personal or internal business use only. You must not reproduce, distribute, modify, or exploit the Site content without our prior written consent.

4. Information on the Site

The content provided on this Site is for general information purposes only. Whilst we take reasonable steps to ensure accuracy, we do not guarantee that the information is complete, up to date, or free from errors.

We accept no liability for any reliance placed on the content of this Site. Professional or technical advice should always be sought before acting on information provided here.

5. Links to Third-Party Sites

This Site may contain links to external websites. These links are provided for convenience only. We have no control over and accept no responsibility for the content, privacy policies, or practices of third-party sites.

6. Limitation of Liability

To the fullest extent permitted by law:

We exclude all warranties, conditions, and representations relating to this Site.
We will not be liable for any loss or damage (whether direct, indirect, incidental, or consequential) arising from or in connection with your use of, or inability to use, this Site.

Nothing in these Terms excludes or limits our liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under English law.

7. Privacy and Cookies

Your use of this Site is also governed by our Privacy Policy and Cookie Policy, which are incorporated into these Terms by reference.

8. Changes to These Terms

We may update these Terms from time to time. Any changes will be posted on this page with the updated “last revised” date. Your continued use of the Site after changes are posted constitutes acceptance of the revised Terms.

9. Governing Law

These Terms are governed by and construed in accordance with the laws of England and Wales. Any disputes arising in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

10. Contact Us

If you have any questions about these Terms, please contact us at:

Intelli-Hood UK
Unit 1, Newark Road
Coddington
Newark,
NG24 2QF
United Kingdom

Email: info@intelli-hood.co.uk