Terms & Conditions of Sale

Gericia International Ltd (including trading name Gericia Commercials UK)

1. Company, Application & Acceptance

1.1 Company details. “Gericia”, “we”, “us” or “our” means Gericia International Ltd, a company incorporated in England and Wales (Company No. 03028496; Registered Office: 20 The Limes Avenue, London, N11 1RG; VAT No.: GB 722303774). Gericia Commercials is a trading name of Gericia International Ltd and forms part of these Terms wherever vehicles are Cars, trucks, vans or other commercial vehicles.

1.2 Application. These Terms apply to all offers, quotations, pro-forma invoices, sales, exports, customisation works and ancillary services (together, the Supply) by Gericia to any purchaser, broker or end-user (the Buyer, you). These Terms prevail over your terms, purchase orders or other documents. Any variation is binding only if agreed in writing by a director of Gericia.

1.3 Business customers only. Unless Gericia expressly agrees otherwise in writing, you represent and warrant that you are purchasing in the course of business. Consumer legislation (including the Consumer Rights Act 2015 and distance-selling/cancellation rights) does not apply.

1.4 Acceptance. You accept these Terms by any of: (a) signing/acknowledging a quotation or pro-forma; (b) paying any amount to Gericia; (c) issuing a purchase order; or (d) taking delivery/arranging shipment.

2. Definitions & Interpretation

2.1 Vehicle includes cars, SUVs, motorcycles, trucks, vans, plant and machinery, special-purpose and armoured units, parts and accessories.

2.2 Incoterms means Incoterms® 2020. CIF means Cost, Insurance & Freight to the named port of destination, with risk passing at loading on board at the port of shipment.

2.3 Definitions of ‘Used’ and ‘New’. ‘Used’ means a vehicle that has been previously used. ‘New’ refers to a brand-new, new-condition vehicle by reference to its condition and mileage only; it does not relate to the date or time of registration. A vehicle may be pre-registered and still be supplied in ‘new’ condition if we state so.

2.4 Aftermarket Modifications means non-OEM changes or conversions (e.g., body styling, wheels/tyres, suspension, audio, tinting, performance, interior trim, armouring, electrical accessories), whether performed by Gericia or third parties.

3. Quotations & Specifications

3.1 Quotations are invitations to treat, subject to availability and written final confirmation by Gericia. We may withdraw or correct errors at any time (E&OE).

3.2 Descriptions (images, specifications, mileage, build sheets, features, optional packs, service history, condition grades) are given in good faith but are not warranties. For used commercial vehicles: mileage is often recorded from prior owners/telematics and is expressly unwarranted unless we state otherwise in writing. For any vehicle over five (5) years old (from first registration), the mileage is deemed unwarranted unless we expressly warrant it in writing.

3.3 Substitutions. If a unit becomes unavailable prior to shipment, we may offer a materially similar replacement. If you do not accept, our liability is limited to a refund of any sums paid for that unavailable unit (see Clause 16).

4. Pricing, Taxes & Currency

4.1 Prices are ex-VAT unless stated. Where prices are stated on a CIF basis, they include ocean freight to the named destination port and minimum marine cargo insurance per Clause 8. Prices exclude destination charges, port fees, demurrage/detention, customs examinations, local taxes/duties, and any services not expressly itemised.

4.2 FX & bank charges. Payments must equal the invoiced net amount received by Gericia. You bear all bank charges and transaction costs. We may revise pricing to reflect material changes in freight, insurance, FX or regulatory costs prior to receipt of cleared funds.

4.3 Foreign currency quotations & exchange-rate risk. Where a quotation, pro-forma or invoice is issued in any currency other than GBP (£), you bear all exchange-rate risk. Unless otherwise stated in writing, the GBP value due is determined on the date cleared funds are received. Any shortfall arising from exchange-rate movement or your bank’s applied rate/fees must be made up by you promptly so that Gericia receives the full GBP amount invoiced. If a refund is due, it will be paid in GBP and may be subject to exchange movement and bank charges, which you agree to bear.

5. Payment Terms, Title & Ownership

5.1 Full upfront payment. Unless otherwise confirmed in writing, payment in full, upfront is required prior to release or shipment. Any deposit accepted by Gericia is non-refundable unless Gericia states otherwise in writing.

5.2 Retention of title. All goods remain the property of Gericia until paid in full (cleared funds). Until title passes, you must (a) hold vehicles as bailee; (b) keep them insured and clearly identified as Gericia’s property; (c) not encumber or dispose; and (d) allow us to repossess if payment defaults.

5.3 Late payment. We may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 and recover reasonable costs of collection. We may suspend any Supply and/or cancel future orders if sums are overdue.

6. Delivery, Risk & Incoterms (Exports)

6.1 Risk transfer. Risk passes to you when the vehicle is handed to the shipping line/carrier at the UK port of shipment (i.e., on loading “on board” under CIF Incoterms 2020) or as otherwise agreed in writing (e.g., FOB/EXW). From that point you bear all risks, including loss, damage, delay and deterioration in transit.

6.2 Shipping & schedules. Sailing schedules, transit times and container/Ro-Ro allocations are indicative only. Gericia is not liable for shipping line roll-overs, omissions, port congestion, labour disputes, weather, inspections or other delays (see Force Majeure).

6.3 Documents. We will provide customary export/shipping documents where applicable (commercial invoice, packing list, bill of lading, export declaration). Any preferential origin documents (e.g., EUR.1/EU1) are not guaranteed; issuance is subject to authority approval and does not assure any duty outcome.

6.4 Marine insurance. Under CIF we arrange minimum cargo insurance (typically Institute Cargo Clauses C). You must request and pay for any enhanced cover (e.g., ICC A, war/strikes, higher insured value, special accessories). Claims in transit are between you and the insurer/carrier; we will provide reasonable assistance.

6.5 Destination costs. You are responsible for all destination port fees, storage, demurrage/detention, scanning, customs exams and any associated charges from arrival.

7. Import, Compliance & Local Regulations

7.1 Importer of record. You are the importer of record and solely responsible for compliance with all local laws and regulations in the destination country.

7.2 Your responsibility. It is your responsibility to check and confirm: (a) eligibility of the Vehicle (age, emissions, steering position, type-approval, safety standards); (b) tax/duty rates and calculation bases; (c) documentation requirements; (d) licensing/registration procedures; (e) any restrictions on modifications or armouring.

7.3 No liability for advice. Gericia may informally advise on typical local processes, but such guidance is non-binding. Gericia will not be held responsible for any compliance failures, refused registrations, unexpected local costs/taxes, or changes in law/policy. We supply on a CIF basis only (unless agreed otherwise in writing).

8. Condition, Warranty & Aftermarket Modifications

8.1 New vehicles. New vehicles may carry the balance of manufacturer’s warranty in the UK. Gericia holds no responsibility for any local dealer or manufacturer in the destination country to honour or extend such warranty. You acknowledge that we are protected against any claims against Gericia arising from non-honouring of warranties by overseas dealers/manufacturers.

8.2 Used vehicles (including Used Commercial Vehicles). Sold as seen, with no warranty, whether express or implied, unless we state otherwise in writing. Mileage is unwarranted unless expressly warranted in writing; for the avoidance of doubt, mileage for any vehicle over five (5) years old from first registration is deemed unwarranted.

8.3 Aftermarket Modifications. If you instruct or accept Aftermarket Modifications: (a) You acknowledge such modifications may affect safety, handling, durability, fuel economy, emissions, type approval, insurance, manufacturer warranty and local roadworthiness. (b) Unless we state otherwise in writing, no warranty is provided on modifications beyond any applicable third-party supplier warranty, and Gericia’s liability for modifications is excluded to the fullest extent permitted by law. (c) You are responsible for verifying that modifications are legal and registrable in the destination country and for notifying your insurer. (d) We may refuse to perform modifications we deem unsafe or unlawful.

8.4 Armoured and special‑purpose vehicles. Ratings (e.g., ballistic/blast) are derived from the upfitter’s stated standards and laboratory/test conditions only. Real‑world performance depends on threat type, angle, distance, ammunition, charge size, number of impacts, maintenance state, and operational use. No representation, warranty or guarantee (express or implied) is given that a vehicle will prevent death, personal injury or damage to property, cargo or equipment in any particular incident. You bear sole responsibility for suitability assessment, risk analysis, training of personnel, lawful end‑use and maintenance. To the maximum extent permitted by law, Gericia disclaims all liability for loss, damage, injury or death arising out of or in connection with the specification, supply, installation, use or failure of armouring or special equipment, and you agree to indemnify and hold Gericia harmless against all claims, demands, proceedings, losses, costs and expenses brought by any third party (including passengers, operators and cargo owners) relating to such vehicles. Nothing in these Terms limits or excludes liability where such limitation or exclusion is prohibited by law (see Clause 11.4).

9. Cancellations, Returns & Storage

9.1 No refunds. No refund is payable once funds are received unless otherwise stated in writing by a director of Gericia.

9.2 Your cancellation. If we exceptionally agree to cancellation, you will pay all costs and losses (including restocking, admin, inspection, storage, freight, currency losses), and any balance will be refunded at Gericia’s discretion.

9.3 Storage & abandonment. Where a Vehicle is ready but not collected/shipped due to your act/omission, we may charge reasonable storage and insurance. If you fail to remedy within 30 days of notice, we may treat the order as abandoned, resell the Vehicle and account to you for any surplus after deducting all costs (or recover any shortfall).

10. Compliance, Sanctions & Anti-bribery

10.1 You confirm Vehicles will not be used for prohibited end-uses or shipped to sanctioned persons/territories. We may cancel if we reasonably suspect sanctions or export-control issues.

10.2 You must comply with applicable anti-bribery laws (including the Bribery Act 2010) and anti-money-laundering requirements. We may request KYC information and decline/cancel a Supply at our discretion.

11. Liability & Indemnities

11.1 Primary exclusions. To the fullest extent permitted by law, Gericia excludes all terms, warranties and conditions not expressly set out in these Terms, including any implied warranties of satisfactory quality, fitness for purpose or description, particularly for used vehicles and Aftermarket Modifications.

11.2 Indirect loss. Gericia is not liable for loss of profit, revenue, business, contracts, goodwill, anticipated savings, or for any indirect or consequential loss.

11.3 Cap. Gericia’s total aggregate liability arising out of or in connection with any Supply shall not exceed the price paid for the specific Vehicle or service giving rise to the claim.

11.4 Non-excludable liability. Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited.

11.5 Transit & third parties. From risk transfer (Clause 6.1), all loss/damage in transit is for the account of the Buyer and/or the marine insurer/carrier. Claims must be pursued with the carrier/insurer; Gericia will reasonably assist.

11.6 Indemnity. You indemnify and hold Gericia harmless from claims, penalties, fines, storage/demurrage, customs liabilities, or third-party claims arising from: (a) your failure to comply with local laws/regulations; (b) your instructions regarding specifications or Aftermarket Modifications; (c) your delay or omission; (d) your end-use or resale; or (e) inaccurate information you provide.

12. Force Majeure & Shipping/Regulatory Changes

12.1 General force majeure. Gericia is not liable for delay or failure caused by events beyond its reasonable control including (without limitation) acts of God, extreme weather, strikes/lockouts, port congestion, war/terrorism, civil unrest, epidemic/pandemic, fire, explosion, cyber incidents, changes in law, sanctions, governmental actions, power outages, supply‑chain disruptions, carrier failures, or shortages of materials. Time for performance is extended for the duration of such event, or we may cancel without liability.

12.2 Shipping‑specific events. Without limitation, the following are deemed force majeure or otherwise excuse non‑performance/permit adjustment: carrier roll‑overs or cancellations; blank sailings; vessel omission/diversion; port closures; labour or equipment shortages; strikes at ports/depots; container shortages; rail/road disruptions; security alerts; customs or inspection delays; changes to routing or transhipment; canal restrictions/tolls; war‑risk; embargoes; or a carrier’s refusal to carry the cargo or vehicle type.

12.3 Regulatory & cost changes (pre‑ or post‑sale). If after the date of quotation/pro‑forma there is any change to applicable regulations or carrier policies (including but not limited to SOLAS/VGM requirements, IMO rules, environmental regimes such as EU ETS/IMO CII, low‑sulphur or emissions surcharges, bunker/fuel adjustments, security surcharges, hazardous/dangerous goods classifications, or documentation requirements), or any new/adjusted taxes, fees, or surcharges imposed by carriers, ports or authorities, we may pass such costs on to you and/or adjust lead times accordingly. If such changes make performance commercially impracticable, we may suspend or cancel the affected Supply without liability, and your sole remedy shall be a refund of any sums paid for the undelivered portion.

12.4 Price & schedule adjustments. Any additional freight, insurance, war‑risk, emergency, congestion, peak season, ETS, security or regulatory surcharges arising before shipment may be invoiced to you, and shipment may be withheld until settled. Indicative schedules are not guaranteed.

13. Data Protection & Privacy

We process limited personal data to perform the Supply (e.g., invoicing, shipping documentation, KYC). We act as a controller under UK GDPR/Data Protection Act 2018. Please see our Privacy Notice (available on request). You must provide fair processing information to any individuals whose data you share with us.

14. Intellectual Property & Branding

All trademarks, images and content used by Gericia remain our property or that of our licensors. Vehicle manufacturer names may be used for identification only. Gericia is an independent supplier and is not affiliated with, endorsed by, or authorised by any vehicle manufacturer or OEM. Any references to brands are descriptive only and do not imply association or approval.

15. Notices

Formal notices must be in writing and delivered by hand, recorded post or email to the addresses on the invoice/contract (or any updated address notified in writing). Notices are deemed received on delivery, or (email) when sent without bounce-back during business hours in England.

16. Remedies & Exclusivity

Except where expressly stated, the remedies in these Terms are exclusive. If Gericia cannot supply a Vehicle due to its fault and you have paid, your exclusive remedy is a refund of the amount paid for that unit; Gericia shall have no further liability (subject to Clause 11.4).

17. Assignment & Third-Party Rights

You may not assign or transfer your rights without our written consent. Gericia may assign/novate to any group company or financing party. No third party has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms.

18. Severability, Waiver & Entire Agreement

If any provision is invalid or unenforceable, it shall be modified to the minimum extent necessary to be valid; the remainder remains in force. A failure to enforce is not a waiver. These Terms, together with our quotation/pro-forma/invoice, form the entire agreement and supersede prior statements or representations (on which you confirm you have not relied).

19. Variation

No variation to these Terms is binding unless signed in writing by an authorised signatory of Gericia.

20. Governing Law & Jurisdiction

These Terms and any dispute or claim (including non-contractual) arise under the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.

21. Specific Provisions for Gericia Commercials (Trucks, Vans & Commercial Vehicles)

21.1 Scope. Sales of trucks, vans, tractor units, rigids, trailers, plant and machinery by Gericia Commercials are governed by these Terms.

21.2 Used Commercial Vehicles. Sold as seen, no warranty, mileage unwarranted, and subject to expected wear for age, hours and use. Load handling equipment, PTOs, hydraulics, tachographs, lifting gear and emissions after‑treatment systems are not warranted unless we expressly state otherwise in writing.

21.3 New Commercial Vehicles. May carry the balance of manufacturer’s UK warranty, subject to Clause 8.1 regarding non-liability for overseas warranty support.

21.4 Weights & dimensions. Any published kerb weights, payloads and dimensions are indicative only; you must ensure compliance with destination limits/regulations. Any re‑rating or homologation is your responsibility unless expressly contracted.

22. Post-Sale Support (Non-binding)

Any assistance with shipping claims, parts sourcing, or local compliance is offered without prejudice, at our discretion, and does not create ongoing obligations or warranties.

23. Acceptance Acknowledgement

By placing an order, paying, instructing shipment or accepting delivery, you acknowledge that you have read, understood and agree to be bound by these Terms, including the exclusions and limitations of liability.

Gericia International Ltd (“Gericia” and “Gericia Commercials”) | Company No. 03028496 | VAT No.: GB 722303774 | Registered Office: 20 The Limes Avenue, London, N11 1RG | Postal Address: PO BOX 27222, London, N11 1WN: |Email: [email protected] | Tel: +44 (0) 208 361 9222

Version: 12th September 2024. Incoterms® is a registered trademark of the ICC. These Terms supersede any prior terms published by Gericia.