Effective: 01/08/2025

Section 1 – Definitions and Interpretation

1.1 “GeiG” means the GeiG business platform available at geig.co.uk (“GeiG”, “we”, “us”).
Service address: Riverside Business Centre, Fort Road, Tilbury, Essex, RM18 7ND, United Kingdom.

1.1.1 The contracting entity for Goods and Services supplied under these Terms is identified on the applicable order confirmation and/or invoice.

1.2 “Customer” means any business, company, partnership, sole trader, public body or institution purchasing Goods or Services from GeiG.

1.3 “Goods” means any product, hardware, component, software, or accessory supplied under a Contract.

1.4 “Services” means installation, configuration, maintenance, cloud access, or other professional or technical services supplied under a Contract.

1.5 “Contract” means the binding agreement formed on GeiG’s written acceptance of the Customer’s order, delivery of Goods, or commencement of Services, whichever occurs first.

1.6 These Terms apply only to business-to-business (B2B) transactions and do not apply to consumers.

1.7 Headings do not affect interpretation. Words in the singular include the plural and vice versa. References to legislation include amendments and re-enactments.

Section 2 – Basis of Sale

2.1 All quotations, proposals and offers are subject to these Terms, which prevail over any Customer terms.

2.2 No Contract exists until GeiG accepts the order in writing or delivers Goods or commences Services.

2.3 The Customer warrants that it has full authority to enter into the Contract.

2.4 GeiG may correct clerical or typographical errors in quotations, acknowledgements or invoices.

2.5 Oral statements by staff are not binding unless confirmed in writing by an authorised GeiG representative.

2.6 The Customer confirms it does not rely on representations not expressly set out in these Terms.

Section 3 – Orders, Cancellations and Variations

3.1 Orders must include accurate product codes, quantities and delivery details and are subject to stock availability and credit approval.

3.2 Orders may not be cancelled or varied without GeiG’s prior written consent.

3.3 Where cancellation or variation is accepted, the Customer shall pay a cancellation fee equal to 20% of the order value or GeiG’s actual costs, whichever is greater.

3.4 Custom, configured or special-built Goods are non-cancellable once manufacture or configuration has commenced.

3.5 The Customer acknowledges that no statutory consumer cooling-off rights apply to B2B purchases.

3.6 GeiG may decline or suspend orders where accounts are overdue, export restrictions apply, or fulfilment would breach law or policy.

3.7 Variations accepted after order confirmation may affect pricing and delivery schedules.

Section 4 – Delivery and Risk Transfer

4.1 GeiG will deliver Goods to the address specified in the order or make them available for collection as agreed.

4.2 Delivery dates are estimates unless expressly guaranteed in writing.

4.3 Delivery is completed on the earliest of:
(a) physical receipt by the Customer or its agent;
(b) signature of the carrier’s delivery note; or
(c) GeiG’s notice that Goods are ready for collection (EXW).

4.4 Risk passes on completion of delivery. Title remains with GeiG until full payment of all sums due.

4.5 The Customer must inspect Goods on delivery and notify GeiG within 48 hours of visible damage or shortage; failure to do so constitutes acceptance.

4.6 Where delivery is delayed due to the Customer, GeiG may store Goods at the Customer’s cost and risk and charge for re-delivery.

4.7 GeiG may deliver Goods by instalments; each instalment constitutes a separate sale.

4.8 Delivery is governed by Incoterms® 2020, default EXW (UK) unless otherwise agreed in writing.

4.9 GeiG is not liable for delays caused by carriers, customs authorities, or events beyond its reasonable control.

Section 5 – Returns, Acceptance and Warranty

5.1 Goods may not be returned without a valid Return Material Authorisation (RMA) issued by GeiG.

5.2 Returns are accepted only for defective or incorrectly supplied Goods or where expressly authorised.

5.3 Returned Goods must be unused, in original packaging, and accompanied by the RMA.

5.4 The Customer bears return carriage costs unless the return arises from GeiG’s error.

5.5 GeiG warrants that Goods are free from defects in materials and workmanship for 12 months from delivery, unless otherwise stated in writing.

5.6 The warranty excludes defects caused by incorrect installation, storage, modification, misuse, neglect, normal wear and tear, or breach of instructions.

5.7 GeiG may, at its discretion, repair, replace or credit defective Goods once verified.

5.8 Except as expressly stated, all other warranties and conditions are excluded to the fullest extent permitted by law.

Section 6 – Prices and Payment

6.1 Prices exclude VAT, import duties, and transport unless stated otherwise.

6.2 Quotations remain valid for 30 days unless withdrawn earlier.

6.3 Payment terms are 30 days net from invoice date unless agreed otherwise. Time for payment is of the essence.

6.4 Interest on overdue sums accrues at 8% per annum above the Bank of England base rate, calculated daily.

6.5 GeiG may suspend deliveries or Services where accounts are overdue or credit limits exceeded.

6.6 Payments must be made without set-off or deduction.

6.7 GeiG may adjust prices to reflect changes in currency exchange rates, tariffs, or raw material costs.

Section 7 – Cloud Services and Digital Access

7.1 Cloud Services are licensed for the Customer’s internal business use only.

7.2 Access credentials are issued to authorised users and must not be shared.

7.3 Cloud Services are provided “as is”; GeiG gives no warranty of uninterrupted availability or fitness for a particular purpose.

7.4 The Customer is responsible for its own data backups and cybersecurity controls.

7.5 GeiG may suspend access for misuse, non-payment, or legal non-compliance.

Section 8 – Title and Intellectual Property

8.1 Title to Goods remains with GeiG until full payment of all sums due.

8.2 Until title passes, the Customer shall hold Goods as fiduciary bailee, keep them separate, and maintain appropriate insurance.

8.3 GeiG may repossess unpaid Goods and may enter Customer premises for recovery where lawful.

8.4 Software and related intellectual property are licensed, not sold. The Customer must not copy, modify, decompile or reverse engineer them.

8.5 All patents, trade marks, copyrights, designs and other intellectual property rights in the Goods, Services and Site are owned by or licensed to GeiG.

8.6 Trade mark notice. “GeiG” is a trade mark used in connection with the Site, Goods and Services. All other trade marks remain the property of their respective owners.

Section 9 – Liability and Limitation

9.1 Nothing in these Terms excludes liability for death or personal injury caused by negligence or for fraud.

9.2 GeiG’s total aggregate liability for any claim shall not exceed the price paid for the Goods or Services giving rise to the claim.

9.3 GeiG is not liable for indirect or consequential loss, loss of profit, revenue or goodwill, or losses arising from delay, data loss or third-party claims.

9.4 The Customer indemnifies GeiG against claims arising from misuse, resale, unauthorised modification, or combination of Goods with third-party equipment.

9.5 All implied warranties and conditions are excluded to the maximum extent permitted by law.

Section 10 – Data Protection and Confidentiality

10.1 Each party shall comply with the UK GDPR and Data Protection Act 2018.

10.2 Where GeiG processes personal data as a processor, it shall act only on documented instructions and implement appropriate technical and organisational measures. Where GeiG acts as data controller, processing will be in accordance with GeiG’s Privacy Policy.

10.3 The Customer warrants that personal data supplied relates only to business contacts or employees and is lawfully provided.

10.4 Each party shall keep confidential all non-public commercial and technical information disclosed under the Contract.

Section 11 – Force Majeure

11.1 Neither party is liable for failure or delay caused by events beyond reasonable control.

11.2 Force Majeure does not relieve the Customer of its obligation to pay for Goods or Services already supplied.

11.3 If a Force Majeure event continues for more than 60 days, either party may terminate the affected part of the Contract.

Section 12 – Termination and Suspension

12.1 GeiG may suspend or terminate performance immediately if the Customer fails to pay, commits a material breach, or becomes insolvent.

12.2 On termination, all outstanding sums become immediately due and payable.

12.3 The Customer must return unpaid-for Goods within 7 business days or permit GeiG to recover them.

12.4 Termination does not affect accrued rights or obligations.

Section 13 – Compliance, Ethics and ESG

13.1 Both parties shall comply with applicable law, including the Bribery Act 2010, Modern Slavery Act 2015, and environmental and product-compliance legislation.

13.2 The Customer shall maintain policies consistent with GeiG’s ethical and ESG standards and provide evidence on request.

13.3 Breach of this Section constitutes a material breach.

Section 14 – Subcontractors, Subprocessors and Audit

14.1 GeiG may subcontract elements of performance and will maintain a list of subprocessors on request.

14.2 GeiG remains responsible for the acts and omissions of its subcontractors.

14.3 Audits may be conducted on reasonable notice (minimum 10 business days) and are limited to compliance with security, data protection and service obligations.

Section 15 – Security, Data Breach and PCI-DSS

15.1 GeiG shall maintain reasonable technical and organisational security measures.

15.2 If a personal data breach affecting Customer data occurs, GeiG will notify the Customer within 24 hours, provide updates and cooperate with regulatory reporting.

15.3 Where cardholder data is processed, GeiG warrants compliance with applicable PCI-DSS requirements and will provide evidence on request.

Section 16 – Accessibility and Support SLA

16.1 GeiG aims to make Services and documentation accessible. Requests for alternative formats will be acknowledged within 2 business days and fulfilled within 5 business days where reasonably practicable.

Section 17 – General Provisions

17.1 These Terms constitute the entire agreement.

17.2 Variations must be in writing and signed by both parties.

17.3 Notices shall be sent to the addresses stated in the order or by registered business email.

17.4 No waiver constitutes a waiver of future breaches.

17.5 If any provision is invalid, the remainder remains in force.

17.6 No third-party rights are created under the Contracts (Rights of Third Parties) Act 1999.

17.7 The English-language version prevails.

Section 18 – Governing Law and Dispute Resolution

18.1 The Contract is governed by English law.

18.2 The courts of England and Wales have exclusive jurisdiction.

18.3 The CISG is excluded. Parties may attempt mediation under the CEDR model before litigation.

End of Business Terms of Sale