Commercial Terms & Conditions

Go Zero Ltd Standard Terms and Conditions of Commercial Sales

1. Definitions

1.1 “Buyer”: The individual, company, or organisation purchasing Goods and services from Go Zero Ltd.

1.2 “Goods”: The electric vehicle charging units, associated products, and any related services described in the Invoice issued by Go Zero Ltd.

1.3 “Invoice”: The document issued by Go Zero Ltd that specifies the Goods supplied, their price, and the payment terms.

1.4 “Installation Requirements”: Written guidelines or specifications provided by Go Zero Ltd for the proper setup and installation of the Goods.

1.5 “User Guide”: Documentation supplied by Go Zero Ltd containing instructions on the operation, maintenance, and troubleshooting of the Goods.

1.6 “Go Zero Ltd”: Go Zero Ltd, a company registered in England and Wales, with its principal place of business at Unit 9, Egham Business Village, Crabtree Road, Egham, Surrey, TW20 8RB.

1.7 “Unrecoverable Costs”: Any costs incurred by Go Zero Ltd related to the Buyer’s order that cannot be recovered upon cancellation or modification, including site assessments, licensing fees, labour, and customised Goods.

1.8 “Confidential Information”: Any information shared between the parties in relation to the contract that is marked as confidential or is by its nature considered confidential, including technical, financial, and operational details.

1.9 “Intellectual Property Rights”: All intellectual property rights, including patents, trademarks, copyrights, designs, trade secrets, and know-how, enforceable globally.

1.10 “Environment and Sustainability Practices”: Actions taken to reduce environmental impact, including waste reduction, energy efficiency, recycling, and adherence to applicable environmental laws and regulations.

1.11 “Force Majeure Event”: Any event beyond the reasonable control of a party that prevents or delays performance under the contract, including acts of God, industrial disputes, governmental actions, and supply chain disruptions.

2. General Provisions

2.1 These Terms and Conditions apply to all sales of Goods by Go Zero Ltd and supersede any other terms submitted by the Buyer, whether orally or in writing.

2.2 No amendment, variation, or addition to these Terms shall be binding unless agreed in writing and signed by authorised representatives of Go Zero Ltd.

2.3 Go Zero Ltd may revise these Terms and Conditions from time to time. Any such revisions shall apply to sales occurring after the date of the update.

3. Price and Payment

3.1 The price for the Goods shall be as stated in the Invoice or as agreed in writing between the parties. All prices are exclusive of VAT and any other applicable taxes or duties.

3.2 Payment is due upon order placement unless otherwise agreed in writing. Accepted payment methods include credit/debit card or bank transfer.

3.3 Credit terms may be offered at Go Zero Ltd’s discretion, subject to satisfactory credit checks.

3.4 Interest will be charged on overdue payments at a rate of 2% per annum above the Bank of England’s base rate, accruing daily until payment is received in full.

3.5 In the event of non-payment:

3.5.1 Go Zero Ltd may withhold further deliveries;

3.5.2 The contract may be terminated; and/or

3.5.3 Advance payment may be required for any undelivered Goods.

3.6 If the Buyer cancels an order after 14 days from the date of order placement, they shall reimburse Go Zero Ltd for any Unrecoverable Costs incurred.

4. Delivery and Risk

4.1 Delivery of the Goods shall occur at the address specified by the Buyer. The Buyer must ensure that they or an authorised representative is available to accept delivery.

4.2 Delivery dates provided are estimates only and shall not constitute a material term of the contract.

4.3 Risk of loss or damage to the Goods passes to the Buyer upon delivery or, where installation is included, upon completion of the installation.

4.4 Title to the Goods shall remain with Go Zero Ltd until all sums due under the contract have been received in cleared funds.

5. Warranty

5.1 Go Zero Ltd warrants that the Goods shall be free from material defects for a period of 36 months from the date of delivery.

5.2 The warranty does not cover faults arising from:

    •          Improper installation not carried out by Go Zero Ltd or its authorised representatives;

    •          Misuse, neglect, or failure to follow the User Guide;

    •          Normal wear and tear or cosmetic changes;

    •          Force majeure events such as natural disasters or vandalism.

5.3 The Buyer must notify Go Zero Ltd of any defect in writing or by contacting customer services within 7 days of becoming aware of the defect.

5.4 If the Goods are found to be defective, Go Zero Ltd shall, at its discretion, repair, replace, or refund the purchase price.

5.5 Repairs or replacements under warranty shall not extend the original warranty period.

6. Intellectual Property

6.1 All Intellectual Property Rights in the Goods, documents, and any associated materials remain the property of Go Zero Ltd or its licensors.

6.2 The Buyer shall not use, reproduce, or modify Go Zero Ltd’s intellectual property without prior written consent.

7. Limitation of Liability

7.1 Nothing in these Terms excludes or limits liability for:

    •          Death or personal injury caused by negligence;

    •          Fraud or fraudulent misrepresentation;

    •          Breach of statutory rights under applicable laws.

7.2 Subject to clause 7.1, Go Zero Ltd’s liability is limited to the price paid for the Goods.

7.3 Go Zero Ltd shall not be liable for indirect or consequential losses, including:

    •          Loss of profits or revenue;

    •          Loss of business or opportunities;

    •          Loss of goodwill.

8. Governing Law and Jurisdiction

8.1 These Terms and any disputes arising under them shall be governed by English law.

8.2 The courts of England and Wales shall have exclusive jurisdiction to settle disputes arising under these Terms.

9. Force Majeure

9.1 Go Zero Ltd shall not be liable for failure to fulfil its obligations due to events beyond its reasonable control, including but not limited to acts of God, industrial disputes, or governmental actions.

9.2 If a force majeure event prevents performance for a continuous period exceeding 90 days, either party may terminate the contract.

10. Data Protection and Usage Terms

10.1 Go Zero Ltd is committed to protecting personal data in accordance with the Data Protection Act 2018, the General Data Protection Regulation (GDPR), and any other applicable data protection laws.

10.2 The Buyer consents to the collection, processing, and storage of their data as necessary for the performance of this contract, including for purposes of customer support, warranty claims, and marketing (if consented to).

10.3 Data collected from the operation of the Goods, including anonymised usage statistics, may be analysed to improve services or inform strategy.

10.4 The Buyer acknowledges that electronic data may be subject to network limitations, outages, or third-party disruptions beyond the control of Go Zero Ltd.

10.5 Go Zero Ltd shall not share personal data with third parties except where required for the fulfilment of its contractual obligations, or as mandated by law.

11. Indemnity

11.1 The Buyer agrees to indemnify, defend, and hold harmless Go Zero Ltd, its officers, employees, agents, and affiliates from any and all claims, liabilities, damages, losses, or expenses (including legal fees) arising out of:

11.1.1 The Buyer’s breach of these Terms and Conditions;

11.1.2 Any misuse, tampering, or unauthorised modification of the Goods by the Buyer or a third party;

11.1.3 Any claim brought by a third party arising from the use or installation of the Goods, except where caused solely by Go Zero Ltd’s negligence.

11.2 This clause shall survive the termination of the agreement.

12. Anti-Corruption and Ethical Compliance

12.1 The Buyer agrees to comply with all applicable laws and regulations relating to anti-bribery, anti-corruption, and anti-money laundering, including but not limited to the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act (FCPA).

12.2 The Buyer warrants that neither it nor any person acting on its behalf has offered, given, or agreed to give any inducement or reward to any party in connection with the purchase of the Goods.

12.3 Go Zero Ltd reserves the right to terminate this agreement immediately and without liability if it believes, acting reasonably, that the Buyer has engaged in any unethical or unlawful conduct.

12.4 For the purposes of this clause, “government official” includes any person acting in an official capacity on behalf of a government, public agency, or state-owned enterprise.

12.5 The Buyer shall notify Go Zero Ltd immediately upon becoming aware of any breach of this clause.

13. Confidentiality

13.1 Both parties agree to treat as confidential and not disclose to any third party any information, whether written, oral, or electronic, provided by the other party that is marked or otherwise identified as confidential or is of a nature that would reasonably be considered confidential (“Confidential Information”).

13.2 Confidential Information does not include information that:

13.2.1 Is or becomes publicly available without breach of these Terms;

13.2.2 Was already in the possession of the receiving party prior to disclosure;

13.2.3 Is received from a third party without restriction and without breach of a confidentiality obligation; or

13.2.4 Is required to be disclosed by law or court order.

13.3 The obligations in this clause shall survive termination of the agreement for a period of five (5) years.

14. Termination

14.1 Either party may terminate this agreement with immediate effect by giving written notice to the other if:

14.1.1 The other party commits a material breach of these Terms and, if such breach is remediable, fails to remedy it within 30 days of written notice;

14.1.2 The other party becomes insolvent, enters administration, or has a receiver appointed over its assets;

14.1.3 Performance of the contract is prevented or delayed for a continuous period exceeding 90 days due to a force majeure event.

14.2 On termination, the Buyer shall immediately pay all outstanding amounts owed to Go Zero Ltd, including for any Unrecoverable Costs.

14.3 Termination shall not affect any accrued rights or obligations of the parties as at the date of termination.

15. Dispute Resolution Mechanisms

15.1 In the event of a dispute arising under these Terms, the parties shall first attempt to resolve the matter amicably through negotiation.

15.2 If the dispute cannot be resolved through negotiation within 30 days, the parties agree to refer the matter to mediation conducted in accordance with the rules of the Centre for Effective Dispute Resolution (CEDR) or an equivalent organisation.

15.3 If mediation fails to resolve the dispute, either party may refer the matter to the courts of England and Wales, which shall have exclusive jurisdiction.

15.4 This clause shall not prevent either party from seeking urgent injunctive relief in a court of competent jurisdiction.

16. Environment and Sustainability

16.1 Go Zero Ltd is committed to conducting its business in an environmentally responsible manner and encourages the Buyer to adopt sustainable practices in the use of the Goods.

16.2 In alignment with Go Zero Ltd’s sustainability objectives, the Buyer agrees to:

16.2.1 Dispose of or recycle any packaging or materials associated with the Goods in accordance with applicable waste management and recycling laws and regulations.

16.2.2 Ensure that the installation, operation, and maintenance of the Goods are conducted in a manner that minimises environmental impact, including energy efficiency and waste reduction.

16.3 Where applicable, Go Zero Ltd will provide guidance or recommendations to the Buyer on how to use the Goods sustainably and reduce their carbon footprint.

16.4 Go Zero Ltd strives to source materials and components for its Goods responsibly and will, where practicable, prioritise suppliers and partners that adhere to recognised environmental standards.

16.5 Both parties agree to work collaboratively, where possible, to identify and implement environmentally sustainable solutions relating to the Goods or associated services.