Business Terms and Conditions
Vehicle conversions, fit-outs, goods and related services
Version 1.0 | Effective 4 September 2026
BUSINESS CUSTOMERS ONLY.
These terms apply only where the customer is acting in the course of a business, trade, craft or profession. They do not apply to consumers. If you are buying wholly or mainly for personal use, please contact DuraSto before placing an order.
1. Application and parties
1.1 These Conditions govern every quotation, order and contract under which DuraSto supplies Goods and/or Services to the Customer, including vehicle conversions, fleet fit-outs, installation work, supply-only goods, vehicle graphics, electrical equipment, security products and ancillary services.
1.2 DuraSto means DuraSto Limited, a company registered in England and Wales with company number 11299613. Its registered office is Blackhedge Farm, Leckhampton Hill, Cheltenham, United Kingdom, GL53 9QJ. Its contact details are sales@durasto.com and 01242 371066.
1.3 By placing an Order, the Customer confirms that it is acting wholly or mainly for purposes relating to its business and that the person placing the Order is authorised to bind it.
1.4 These Conditions do not apply to a person acting as a consumer. Nothing in these Conditions is intended to restrict any right that cannot lawfully be restricted. A consumer must ask DuraSto for the applicable consumer terms before ordering.
1.5 The version of these Conditions made available to the Customer at or before the Contract is formed will apply to that Contract. A later website update will not alter an existing Contract unless the parties agree the change in Writing.
2. Definitions and interpretation
2.1 Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
2.2 Completion means the point at which DuraSto notifies the Customer that the Services are complete or the Goods and/or Customer Vehicle are ready for collection or delivery, whether or not the Customer has collected or accepted them.
2.3 Conditions means these business terms and conditions.
2.4 Contract means the binding contract between DuraSto and the Customer for the Goods and/or Services, comprising the documents listed in the Basis of Contract clause.
2.5 Contract Price means all sums payable under the Contract, excluding VAT unless stated otherwise.
2.6 Customer means the person, company, partnership, public body or other organisation purchasing the Goods and/or Services.
2.7 Customer Materials means any goods, components, designs, data, branding, equipment or other materials supplied or made available by or for the Customer.
2.8 Customer Vehicle means any vehicle, chassis, trailer or other mobile asset supplied or made available by or for the Customer in connection with the Services, together with its keys, equipment and contents.
2.9 Goods means all goods, parts, materials, equipment and deliverables supplied by DuraSto, whether supplied separately or installed in a Customer Vehicle.
2.10 Order means the Customer's purchase order, written acceptance of a Quotation, instruction to proceed or other request for Goods and/or Services.
2.11 Quotation means DuraSto's written quotation, proposal or order acknowledgement, including any stated assumptions, exclusions and commercial terms.
2.12 Services means all design, procurement, conversion, installation, fitting, removal, refurbishment, repair, transport, project management, inspection and related services supplied by DuraSto.
2.13 Specification means the agreed description of the Goods and/or Services, including any approved drawing, render, bill of materials, first-off standard, scope, written instruction or variation.
2.14 Writing includes email and any other electronic message that can be stored and reproduced, but the formal Notices clause applies to notices of termination or legal claims.
2.15 References to legislation include that legislation as amended or replaced. Words such as including, include and for example are illustrative and do not limit the words preceding them. Headings do not affect interpretation, and the singular includes the plural and vice versa.
3. Basis of Contract
3.1 A Quotation is an invitation to place an Order and is not an offer capable of acceptance unless it expressly says otherwise. It is valid for 30 days from its date unless a different period is stated and may be withdrawn before a Contract is formed.
3.2 An Order is an offer by the Customer to purchase the Goods and/or Services on these Conditions. A Contract is formed only when DuraSto accepts the Order in Writing or begins performance, whichever occurs first.
3.3 The Customer accepts these Conditions when it signs or accepts a Quotation, issues a purchase order referring to it, pays a deposit, instructs DuraSto to proceed, delivers a Customer Vehicle for the Services, or accepts any Goods or Services.
3.4 If the Contract documents conflict, the following order of priority applies:
(a) a written variation expressly agreed by both parties after the Contract was formed;
(b) DuraSto's order acknowledgement or Quotation, including any special terms;
(c) the latest Specification approved by both parties; and
(d) these Conditions.
3.5 Any terms in the Customer's purchase order, portal, onboarding document or other standard form are excluded unless a director of DuraSto expressly agrees in Writing that a specified term will apply.
3.6 The Contract constitutes the entire agreement concerning its subject matter and supersedes earlier discussions, proposals and understandings. Each party acknowledges that it has not relied on a statement not recorded in the Contract, but this does not limit liability for fraud or fraudulent misrepresentation.
3.7 No employee, agent or subcontractor may vary the Contract or give a binding guarantee unless DuraSto confirms it in Writing.
4. Specification, design and approvals
4.1 DuraSto will supply the Goods and Services in accordance with the Specification in all material respects and will use reasonable care and skill in any design work it undertakes.
4.2 DuraSto may rely on the information, dimensions, weights, vehicle details, intended use, load data, site conditions, end-client requirements and other instructions supplied by or for the Customer. The Customer must ensure that they are complete and accurate.
4.3 Website descriptions, brochures, samples, photographs, 3D visualisations and general sales material give an approximate indication only. They do not form part of the Contract unless expressly incorporated into the Specification.
4.4 The Customer is responsible for reviewing and approving the Specification, including the layout, access, clearances, working positions, storage capacity, positioning of racking, drawers, shelves, worktops, locks, steps, roof equipment, electrical items, lighting, cameras, beacons, heating, ventilation, welfare equipment and graphics, together with any stated weight or payload assumptions.
4.5 Where DuraSto provides a prototype or first-off vehicle, the Customer must inspect it and either approve it or identify required changes in Writing. Approval authorises DuraSto to reproduce that standard across the agreed fleet or batch, subject to reasonable differences between vehicle models, derivatives and manufacturing tolerances.
4.6 If the Customer instructs DuraSto to continue with later vehicles, uses the first-off vehicle in service without raising a material issue, or fails to respond within a reasonable approval period stated by DuraSto, DuraSto may treat the first-off standard as approved for the matters reasonably apparent on inspection.
4.7 DuraSto may make a non-material change to the Specification where needed for safety, regulatory compliance, installation feasibility, vehicle variation or component availability, provided the change does not materially reduce function or quality. DuraSto will seek approval before making a material change unless urgent action is reasonably needed to prevent danger or damage.
4.8 Dimensions and component positions are subject to normal engineering tolerances. Colours, grains, textures and finishes may vary between batches, displays, printed samples, vehicle paintwork and different materials.
5. Customer obligations and Customer Vehicles
5.1 The Customer warrants that it owns the Customer Vehicle or has the authority of the owner, lessor, finance provider and any other interested party to instruct the Services, authorise modifications, grant the rights set out in these Conditions and allow DuraSto to retain the Customer Vehicle where payment is overdue.
5.2 The Customer must obtain and maintain all approvals, permissions, manufacturer or body-builder consents, insurance notifications and third-party authorisations that are its responsibility under the Contract.
5.3 The Customer must deliver the correct Customer Vehicle, model, derivative, wheelbase, roof height and door or bulkhead configuration at the agreed time. Unless the Specification says otherwise, the Customer Vehicle must be roadworthy, safe, accessible, reasonably clean and dry, adequately fuelled or charged, and supplied with all required keys, security codes and instructions.
5.4 The Customer must remove personal property, stock, tools, confidential material and valuables that are not required for the Services. DuraSto is not responsible for unrecorded items left in the Customer Vehicle unless loss or damage is caused by DuraSto's negligence.
5.5 Before work starts, the Customer must disclose all known defects, warning lights, accident damage, corrosion, water ingress, weak or damaged panels, paint or adhesive issues, battery faults, aftermarket wiring, alarms, immobilisers, trackers, previous modifications and any other matter that may affect the Services or the safe handling of the Customer Vehicle.
5.6 The Customer must also disclose and safely remove or identify any dangerous, contaminated, biohazardous, pressurised, flammable or regulated substance or equipment, including gas cylinders and fuel containers. DuraSto may refuse or stop work if it reasonably considers the Customer Vehicle or its contents unsafe.
5.7 DuraSto may prepare a written or photographic condition record on arrival. It is a record of reasonably visible condition only, not a mechanical, structural or electrical inspection. Unless obvious inaccuracy is raised promptly, that record will be evidence of the Customer Vehicle's condition on receipt.
5.8 DuraSto is not responsible for a pre-existing or latent defect, corrosion, underlying paint or substrate failure, inherent vehicle weakness, manufacturer defect, incompatible prior modification or deterioration that it could not reasonably have identified before work, except to the extent DuraSto negligently causes or worsens the damage.
5.9 The Customer authorises DuraSto and its subcontractors to unlock, move, drive, road-test, weigh, inspect, transport and operate the Customer Vehicle and its equipment so far as reasonably required for the Services. Reasonable mileage, fuel, battery charge and consumables may be used for those purposes.
5.10 The Customer must keep the Customer Vehicle comprehensively insured while it is at DuraSto's or a subcontractor's premises and during any agreed transport, except that this does not exclude DuraSto's responsibility for direct loss or damage caused by its negligence or breach of Contract.
6. Performance, scheduling and site work
6.1 DuraSto will perform the Services with reasonable care and skill and will use reasonable endeavours to meet any programme stated in the Quotation.
6.2 Unless the Quotation expressly identifies a date as a guaranteed completion date, all delivery, installation and completion dates are estimates and time is not of the essence. A target date, planned date, lead time or project 'Golden Date' is not a guarantee by itself.
6.3 Dates are dependent on timely vehicle availability, correct information and approvals, payment, supplier performance, component availability, access to the Customer Vehicle and cooperation by the Customer, its dealer, leasing provider, end client and other appointed suppliers.
6.4 If DuraSto is delayed or prevented by the Customer or a third party for whom the Customer is responsible, DuraSto may extend the programme, reallocate the workshop slot and charge the reasonable additional labour, storage, transport, administration and supplier costs caused by the delay.
6.5 If a Customer Vehicle does not arrive for an agreed workshop or installation slot, arrives late or is not in a condition that allows safe work, DuraSto may reschedule it to the next reasonably available slot and recover its reasonable wasted costs and committed capacity.
6.6 DuraSto may use suitably qualified subcontractors and specialist suppliers to perform part of the Contract. DuraSto remains responsible for their performance to the same extent as if DuraSto performed that part itself, subject to these Conditions.
6.7 DuraSto may remove or alter trims, linings, fixings and other components where reasonably necessary for the Services. Removed items will be disposed of unless the Customer asks for their return before work begins or DuraSto is required to retain them for a warranty claim. Storage and return are at the Customer's cost and risk unless agreed otherwise.
6.8 If DuraSto discovers hidden damage, unsuitable structure, inaccessible systems, incorrect vehicle information or additional work reasonably required to complete the Services safely, it may pause the affected work and issue a variation. DuraSto may take proportionate urgent steps without prior approval where reasonably necessary to prevent injury or material damage.
6.9 For work at the Customer's or a third party's site, the Customer must provide safe and unobstructed access, adequate workspace, lighting, ventilation, power and other agreed facilities, together with site inductions and permits. If conditions are unsuitable, DuraSto may suspend or reschedule the work and recover its reasonable attendance and delay costs.
7. Changes and additional work
7.1 A requested change to the Goods, Services, Specification, quantity, sequence or programme will take effect only when DuraSto confirms it in Writing.
7.2 DuraSto may provide a revised Quotation or change notice stating the revised scope, price, assumptions and effect on timing. Unless DuraSto agrees otherwise, it may continue with the original scope or suspend the affected work while approval is outstanding.
7.3 The Customer must pay for additional work, materials, rework, abortive work and supplier charges caused by an approved change, an inaccurate instruction, a late decision or a Customer Vehicle that differs from the information used for the Quotation.
7.4 Volume prices and discounts are conditional on the quantities, batch profile and programme stated in the Quotation. If the Customer reduces or divides the quantity, changes the mix, or materially extends the programme, DuraSto may reprice the remaining units on a reasonable basis.
7.5 If a specified component becomes unavailable or its lead time would materially delay the Contract, DuraSto may propose a substantially equivalent alternative. Customer approval is required if the alternative materially changes appearance, function, price or warranty.
7.6 A change to the underlying vehicle model, manufacturer specification, body, battery, electrical architecture or production year may require redesign and repricing even if the vehicle description appears similar.
8. Compliance, approvals, weight and safe use
8.1 DuraSto will comply with laws and mandatory standards that apply directly to its supply of the agreed Goods and Services and will provide any test record, declaration or certificate expressly included in the Specification.
8.2 The Customer must tell DuraSto before the Contract is formed about every end-client, framework, employer, sector, site or contractual standard that the conversion must meet. DuraSto is not responsible for an undisclosed requirement.
8.3 Chapter 8 markings, beacons, conspicuity products, security ratings, electrical standards, welfare provisions, rail or utilities requirements, fleet policies and other project-specific measures are included only where they are expressly stated in the Specification. Their inclusion does not make DuraSto responsible for the Customer's wider operating or contractual compliance.
8.4 Unless expressly included in the Specification, the Customer is responsible for deciding whether the Customer Vehicle or conversion requires vehicle type approval, Individual Vehicle Approval, voluntary approval, reclassification, a V5C or DVLA update, a plating or design-weight change, insurer approval, leasing-company approval, an operator-licence update or any other third-party inspection or notification.
8.5 Any stated component or conversion weight is an estimate unless DuraSto supplies a weighbridge ticket or other agreed verified record. The conversion, driver, passengers, fuel, tools, stock, water and carried equipment all reduce available payload and may affect individual axle loads.
8.6 After Completion, the Customer and driver are responsible for ensuring that the Customer Vehicle is not overloaded, that gross, axle and train weights are observed, that loads are distributed and secured safely, and that the vehicle remains roadworthy and suitable for each journey.
8.7 Racking, shelves, drawers, roof equipment, steps, load restraints and anchor points must be used only for their intended purpose, within any stated rating and in accordance with instructions. The Customer must train users, check fixings and restraints regularly, and take damaged equipment out of service.
8.8 Ongoing servicing, calibration, electrical inspection, maintenance and statutory examination after Completion are the Customer's responsibility unless a maintenance agreement states otherwise. This includes LOLER examinations for lifting equipment and any other inspection required for the Customer's use.
8.9 Vehicle modifications may affect a manufacturer, leasing-company or insurer warranty or approval. DuraSto does not guarantee that an unrelated third party will preserve its cover or approval, but DuraSto remains responsible for defects or damage caused by its own Goods or Services subject to these Conditions.
8.10 If a defect or damage may affect safety, the Customer must stop using the affected equipment or Customer Vehicle as soon as it is safe to do so, prevent further use and contact DuraSto promptly.
9. Customer-supplied goods, reused equipment and specialist systems
9.1 DuraSto may refuse to fit Customer Materials that it reasonably considers unsafe, damaged, unsuitable, incomplete, incompatible or unsupported. Any inspection by DuraSto is limited to matters reasonably apparent and does not amount to a manufacturer-level test or certification.
9.2 DuraSto gives no product warranty for Customer Materials, customer-supplied parts or used or reused equipment, including equipment transferred under a swap-out or de-fleet service. DuraSto's workmanship warranty applies only to the removal, adaptation and installation work it performs.
9.3 Removal or reuse may reveal concealed wear, damage, missing fixings or incompatibility. Replacement parts, repairs, cleaning, adaptation and additional labour will be treated as a variation. DuraSto may stop reuse where continued use would in its reasonable opinion create a safety risk.
9.4 For livery, decals and wraps, the Customer warrants that it has the right to use all names, logos, designs and content it supplies. Colour matching is subject to the limitations in the Specification clause, and the result may be affected by existing paint condition, repairs, contamination, corrosion or surface irregularity.
9.5 Graphics and surface-finish warranties do not cover damage caused by accidents, abrasion, stone chips, corrosive chemicals, unsuitable cleaning products, excessive heat, pressure washing at unsafe distance or pressure, poor underlying paint, later body repairs or third-party removal or alteration.
9.6 Electrical and electronic systems may increase standby current and depend on a serviceable vehicle battery, charging system and operating pattern. Unless battery replacement or testing is included, DuraSto does not warrant the condition or remaining life of an existing starter, auxiliary or traction battery.
9.7 Cameras, trackers, telematics, alarms, inverters, software, mobile data, SIMs, portals and connected equipment may rely on third-party networks, licences, subscriptions, updates and service availability. DuraSto is not the provider of those services unless the Quotation expressly says otherwise.
9.8 The Customer is responsible for the lawful operation of cameras, monitoring and telematics after Completion, including lawful basis, worker consultation, privacy information, signage, data retention, access controls and compliance with data protection law.
9.9 Locks, alarms, trackers, vaults and other security products are risk-reduction measures. They do not guarantee that theft, loss or unauthorised access will be prevented, and the Customer must maintain appropriate insurance and operating controls.
10. Completion, delivery, collection and storage
10.1 DuraSto will notify the Customer when Completion has occurred. Completion is not postponed because the Customer has not collected the Customer Vehicle, has not attended a sign-off, or has minor outstanding matters that do not prevent safe and reasonable use.
10.2 A person who delivers, inspects, signs for or collects a Customer Vehicle or Goods on the Customer's behalf is treated as authorised to record condition and accept delivery, but cannot vary the Contract unless separately authorised.
10.3 At collection or delivery, the parties may complete a condition and sign-off record. Signature confirms the condition and matters reasonably apparent at that time; it does not remove rights in respect of a latent defect or an applicable warranty.
10.4 If a Customer Vehicle, Customer Materials or Goods arrive before the agreed date or are not collected on time, DuraSto may charge the storage rate stated in the Quotation or otherwise its reasonable prevailing storage, insurance, handling and administration costs.
10.5 DuraSto may arrange delivery or vehicle transport if agreed. Unless DuraSto has expressly agreed to provide transport as principal, an independent carrier's terms and liability limits will apply and DuraSto may act as the Customer's agent in appointing that carrier.
10.6 If delivery or collection is aborted because the Customer, its site or its representative is unavailable or unprepared, the Customer must pay the reasonable redelivery, waiting, handling and storage costs.
10.7 DuraSto may supply or complete a multi-vehicle Order in instalments and invoice each instalment separately. A delay or defect affecting one instalment does not entitle the Customer to reject or cancel an unaffected instalment unless the delay or defect substantially deprives the Customer of the benefit of the Contract as a whole.
11. Prices and charges
11.1 The Contract Price is set out in the Quotation. Unless stated otherwise, it excludes VAT, delivery, collection, storage, insurance in transit, specialist certification and work outside the Specification.
11.2 The Contract Price is based on the information, quantity, vehicle condition, access, programme and assumptions stated or reasonably apparent when the Quotation is issued.
11.3 DuraSto may adjust the Contract Price to reflect an agreed variation, a Customer-caused delay, inaccurate or incomplete information, unexpected vehicle condition, a change in quantity, taxes or duties, or a supplier or currency increase arising after the Customer postpones the agreed programme. DuraSto will notify the Customer before incurring a material additional charge unless urgent safety action is permitted by these Conditions.
11.4 Reasonable travel, subsistence, delivery, toll, parking, permit and third-party costs are chargeable where the Quotation says they are excluded or where they arise from a Customer-requested change or delay.
11.5 Any deposit or reservation payment is part-payment of the Contract Price and secures procurement, design work and/or capacity. Its treatment on cancellation is set out in the Cancellation and rescheduling clause.
12. Payment and credit accounts
12.1 Unless DuraSto has approved credit terms in Writing, the Customer must pay deposits and staged payments stated in the Quotation and must pay the balance in cleared funds before Goods are dispatched or a Customer Vehicle is released.
12.2 Where DuraSto has approved a credit account and has not agreed another period in Writing, invoices are due within 30 days of the invoice date.
12.3 A credit facility is discretionary and is not a commitment to accept future Orders. DuraSto may set or vary a credit limit, withdraw credit or require a deposit, security or pro-forma payment where the Customer exceeds its limit, has overdue sums or DuraSto reasonably considers its credit risk has materially increased.
12.4 DuraSto may invoice on delivery, Completion, achievement of an agreed stage, or when Goods or a Customer Vehicle are ready for collection, even if collection or acceptance is delayed by the Customer.
12.5 The Customer must pay all sums in pounds sterling, in full and without set-off, counterclaim, deduction or withholding except where required by law. DuraSto may set off any amount it owes the Customer against an amount the Customer owes DuraSto.
12.6 The Customer must raise a genuine invoice query promptly, normally within five Business Days, with enough detail for DuraSto to investigate, and must pay the undisputed balance by the due date.
12.7 If payment is late, DuraSto may claim statutory interest at the rate provided by the Late Payment of Commercial Debts (Interest) Act 1998, together with the statutory fixed compensation and its reasonable debt-recovery costs. Interest runs daily from the due date until payment, whether before or after judgment.
12.8 DuraSto may suspend design, procurement, installation, delivery, warranty work and any other performance while an amount is overdue, without losing any other right and without liability for resulting delay.
12.9 Time for payment is of the essence. Payment is made only when cleared funds reach the bank account stated on DuraSto's invoice.
12.10 The Customer should verify any purported change to DuraSto's bank details using the telephone number published on DuraSto's website. DuraSto will not be responsible for a payment sent to an unauthorised account where the Customer failed to take reasonable verification steps after receiving a suspicious or changed instruction.
13. Risk, title and lien
13.1 Risk in supply-only Goods passes on completion of unloading at the delivery address or, where collected, when they are loaded or handed to the Customer or its carrier. Risk in installed Goods passes on Completion, subject to DuraSto's duty to take reasonable care while a Customer Vehicle remains in its custody.
13.2 Title to Goods does not pass until DuraSto has received in cleared funds all sums due for those Goods and Services and any other overdue sum under the parties' trading relationship.
13.3 Until title passes, so far as reasonably practicable the Customer must keep uninstalled Goods identifiable, in satisfactory condition and insured for their full value, and must not pledge or dispose of them outside the ordinary course of business.
13.4 If an overdue sum remains unpaid, DuraSto may require the return of Goods that remain identifiable and separable and may enter the Customer's premises at a reasonable time, on reasonable notice, to recover them where the law permits. DuraSto will not remove installed Goods where removal would be unsafe or cause disproportionate damage.
13.5 The Customer must not sell, transfer or materially alter a Customer Vehicle containing unpaid Goods without first paying DuraSto or obtaining DuraSto's written consent.
13.6 DuraSto has a contractual lien over each Customer Vehicle, Customer Material and other item in its lawful possession for all sums due under the Contract and may retain it until those sums and related storage charges are paid in cleared funds.
13.7 The Customer confirms that it has authority to grant that lien and must tell DuraSto before delivery if the Customer Vehicle is owned by a leasing, finance or other third party. The Customer remains responsible for all sums due even if a third-party owner seeks return of the Customer Vehicle.
13.8 If an item remains unpaid for or uncollected, DuraSto may, after giving any notice required by law, exercise its rights under the Torts (Interference with Goods) Act 1977 or other applicable law, including a right to sell where available. DuraSto will account for the net proceeds after deducting sums due and reasonable storage, notice and sale costs.
14. Inspection, acceptance and notification of issues
14.1 The Customer must inspect the Goods, work and Customer Vehicle as soon as reasonably practicable on collection or delivery.
14.2 The Customer must notify DuraSto in Writing of an obvious shortage, transit damage or external damage to the Customer Vehicle within two Business Days after collection or delivery and provide photographs or other reasonable evidence.
14.3 The Customer must notify DuraSto of an apparent material departure from the Specification within five Business Days after collection or delivery. A latent issue must be notified promptly after discovery and within any applicable warranty period.
14.4 Failure to report an obvious matter within those periods may be evidence that it was not present at delivery, but it does not exclude a valid claim that the Customer could not reasonably have discovered earlier or any liability that cannot lawfully be excluded.
14.5 The Customer must take reasonable steps to prevent further damage, stop use where safety may be affected, preserve relevant evidence, and give DuraSto a reasonable opportunity to inspect and investigate before third-party work is carried out.
14.6 The Customer must not reject an entire vehicle, batch or Order because of a minor defect that DuraSto can remedy within a reasonable period without materially affecting use.
15. Warranty and rectification
15.1 DuraSto warrants that on Completion the Goods and Services will materially conform to the Specification, DuraSto's workmanship will be free from material defects, and the Services will have been performed with reasonable care and skill.
15.2 Unless a longer or shorter period is expressly stated in the Quotation, DuraSto warrants its workmanship for 12 months from Completion. Any named product warranty, including a longer racking warranty where specified, applies for the period and on the conditions stated in the Quotation or manufacturer's warranty.
15.3 Goods made by a third party are covered only by the manufacturer's or supplier's transferable warranty, if any. DuraSto will provide reasonable assistance with a valid claim but does not give a wider product warranty unless the Quotation expressly says so.
15.4 For a valid warranty claim, DuraSto may at its option repair, reperform or replace the defective part of the Goods or Services, or refund the price paid for that defective part where repair, reperformance or replacement is not reasonably practicable. This is the Customer's primary remedy, subject to the Limitation of liability clause.
15.5 A warranty claim is conditional on the Customer giving prompt written details, making the Customer Vehicle or Goods available for inspection, following reasonable instructions and providing maintenance, usage and fault information requested by DuraSto.
15.6 A warranty does not apply to a defect or failure caused by:
(a) fair wear and tear, consumable use, cosmetic deterioration or normal adjustment;
(b) accident, impact, theft, vandalism, fire, flood, water ingress, chemicals, contamination, extreme conditions or other external cause;
(c) overloading, insecure loads, misuse, neglect, abnormal use or failure to follow a load rating, operating instruction or maintenance requirement;
(d) a pre-existing vehicle defect, underlying corrosion or paint failure, vehicle-manufacturer issue, Customer Material or third-party system;
(e) a Customer design or instruction against which DuraSto raised a written concern;
(f) alteration, removal, repair or relocation by anyone other than DuraSto without DuraSto's consent, except for proportionate emergency work reasonably necessary to prevent injury or further damage; or
(g) continued use after the Customer knew or ought reasonably to have known that use could worsen the defect or create a safety risk.
15.7 Warranty work will normally be carried out at DuraSto's premises or another location selected by DuraSto. Unless DuraSto agrees otherwise, the Customer is responsible for presenting and collecting the Customer Vehicle and for its own travel, downtime and replacement-vehicle arrangements.
15.8 If a manufacturer recalls a third-party Good, DuraSto will pass on the remedy made available by that manufacturer. Removal, refitting, transport and labour are included only to the extent the manufacturer pays for them or DuraSto is independently responsible for the issue.
15.9 A repaired or replaced item is covered for the remainder of the original warranty period or three months from rectification, whichever is longer. A warranty is for the original Customer and Customer Vehicle and may be transferred only with DuraSto's written agreement.
16. Cancellation and rescheduling
16.1 Once a Contract is formed, the Customer may not cancel all or part of an Order without DuraSto's written consent.
16.2 If DuraSto agrees to cancellation, the Customer must pay for design and project work performed, labour used or committed, bespoke or non-returnable Goods, materials ordered, supplier cancellation or restocking charges, transport and storage, and DuraSto's other reasonable direct loss arising from the cancellation, including workshop capacity that DuraSto cannot reasonably reallocate.
16.3 DuraSto will take reasonable steps to mitigate cancellation loss and will credit recoverable supplier refunds, avoided costs and the net proceeds of Goods that it can reasonably resell. The cancellation amount is compensatory and not a penalty.
16.4 DuraSto may apply a deposit against the cancellation amount and will return any balance after the amount has been established. If the cancellation amount exceeds the deposit, the Customer must pay the difference on demand.
16.5 Bespoke, cut, configured, programmed, branded, special-order or installed Goods cannot be returned or cancelled merely because the Customer no longer requires them. This does not affect the Customer's rights where they are defective or do not conform to the Contract.
16.6 A request to reschedule is subject to workshop and supplier availability. DuraSto may charge reasonable wasted and additional costs where less than five Business Days' notice is given or procurement, labour, transport or third-party attendance has already been committed.
16.7 A dealer, leasing-company, vehicle-manufacturer or Customer Vehicle delay does not automatically cancel the Order. The Customer must notify DuraSto promptly, and DuraSto will use reasonable efforts to offer the next available slot.
16.8 DuraSto may cancel an unperformed part of the Contract if performance becomes unlawful or permanently impossible, or a critical component becomes unavailable and no reasonable substitute is accepted. DuraSto will refund sums paid for the cancelled and unperformed part after deducting amounts properly due for completed work and non-cancellable commitments.
17. Intellectual property and confidentiality
17.1 All intellectual property rights in DuraSto's pre-existing materials and in designs, drawings, 3D models, specifications, methods, templates, software, know-how and other deliverables created by or for DuraSto remain owned by DuraSto or its licensors unless the Quotation expressly assigns them.
17.2 After full payment, DuraSto grants the Customer a non-exclusive, non-transferable, royalty-free licence to use the deliverables solely to operate, maintain and repair the Goods and Customer Vehicles supplied under the Contract.
17.3 The Customer must not provide DuraSto's priced designs, drawings or technical materials to a competitor, use them to procure a copy from another supplier, manufacture from them, or remove ownership notices without DuraSto's written consent. This does not prevent the Customer sharing necessary information with a vehicle operator, maintainer, insurer or regulator on a confidential basis.
17.4 The Customer retains ownership of Customer Materials and grants DuraSto a licence to use, copy, adapt and provide them to subcontractors so far as needed to perform the Contract.
17.5 The Customer warrants that DuraSto's authorised use of Customer Materials, branding and instructions will not infringe a third party's rights or break any law.
17.6 Each party must keep the other party's confidential technical, commercial and operational information confidential and use it only for the Contract. This obligation does not apply to information that is public other than through breach, already lawfully known, independently developed, lawfully received from a third party, or required to be disclosed by law or a competent authority.
18. Data, records and photography
18.1 Each party will comply with applicable data protection law in relation to personal data it processes for its own purposes. DuraSto will handle business contact and project information in accordance with its privacy notice.
18.2 DuraSto may create and retain photographs, video, measurements, test results and job records reasonably required to document condition, design, installation, quality, handover, safety and warranty history.
18.3 DuraSto will not use identifiable Customer branding, registration numbers, confidential equipment or project details for public marketing without the Customer's consent. DuraSto may use genuinely anonymised images that do not identify the Customer, vehicle or project unless the Customer opts out in Writing before work begins.
18.4 Where DuraSto is asked to process personal data on the Customer's behalf beyond incidental installation or support, the parties will agree any additional controller-processor terms reasonably required by law.
18.5 Installation of a camera, tracker or telematics product does not make DuraSto responsible for the Customer's later collection or use of data, except to the extent DuraSto separately provides a managed service under the Contract.
19. Limitation of liability
19.1 Nothing in the Contract limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of the implied term as to title, deliberate default, or any other liability that cannot lawfully be limited or excluded.
19.2 Subject to the preceding clause, DuraSto is liable only for loss that is a reasonably foreseeable direct result of its breach of Contract or negligence, and only to the extent DuraSto caused that loss.
19.3 DuraSto's liability for direct physical loss of or damage to a Customer Vehicle while in its custody, caused by DuraSto's negligence or breach of Contract, is limited to the reasonable cost of repair or the Customer Vehicle's open-market value immediately before the loss, whichever is lower.
19.4 Subject to the preceding provisions of this clause, DuraSto's total aggregate liability arising out of or in connection with a Contract, whether in contract, tort including negligence, breach of statutory duty, misrepresentation or otherwise, will not exceed 100% of the Contract Price paid or payable under that Contract.
19.5 DuraSto will not be liable for any indirect or consequential loss, or for loss of profit, revenue, business, production, contracts, anticipated savings, goodwill, data or opportunity, whether direct or indirect.
19.6 DuraSto will not be liable for vehicle downtime, loss of use, hire or replacement-vehicle costs, recovery costs, missed appointments, third-party penalties or liquidated damages, except to the extent expressly accepted in the Quotation.
19.7 DuraSto is not liable for the availability or performance of a third-party network, portal, subscription, software service, finance or leasing service, vehicle manufacturer or warranty provider, although it remains responsible for properly selecting and installing Goods in accordance with the Contract.
19.8 The Customer must take reasonable steps to mitigate loss. No party may recover more than once for the same loss.
19.9 The parties agree that these limits reflect the Contract Price, the allocation of responsibilities and available insurance. If the Customer requires a higher liability limit, it must request this before placing the Order, and DuraSto may offer a higher limit subject to availability, insurance and an adjusted price.
20. Customer indemnities
20.1 The Customer will indemnify DuraSto against third-party claims and the reasonable resulting losses, costs and expenses to the extent they arise from:
(a) DuraSto's authorised use of Customer Materials, branding, designs or instructions infringing intellectual property or other rights;
(b) the Customer lacking authority to instruct work on, grant a lien over or permit use of a Customer Vehicle;
(c) dangerous or contaminated items or conditions not disclosed by the Customer;
(d) the Customer's unlawful, overloaded, insecure, negligent or unintended use of the Customer Vehicle or Goods after Completion; or
(e) the Customer's operation of cameras, trackers or telematics in breach of privacy, employment or data protection law.
20.2 An indemnity does not apply to the extent a claim or loss was caused by DuraSto's breach, negligence or deliberate act. DuraSto must notify the Customer of a material indemnified claim and allow reasonable participation in its defence, provided this does not prejudice DuraSto or its insurer.
21. Suspension and termination
21.1 DuraSto may suspend performance or withhold Goods or a Customer Vehicle if the Customer fails to pay on time, exceeds an agreed credit limit, fails to provide a required instruction or approval, delivers an unsafe Customer Vehicle, prevents safe performance or otherwise commits a material breach.
21.2 Either party may terminate a Contract by written notice if the other commits a material breach and, where the breach can be remedied, fails to remedy it within 14 days after written notice requiring it to do so.
21.3 DuraSto may terminate immediately if the Customer becomes insolvent, enters administration or liquidation other than for a solvent restructuring, has a receiver appointed, proposes an arrangement with creditors, ceases or threatens to cease a substantial part of its business, or DuraSto reasonably believes the Customer cannot pay debts as they fall due.
21.4 Termination does not affect rights already accrued. The Customer must immediately pay all outstanding invoices and DuraSto may invoice work performed, committed labour, non-cancellable Goods, cancellation costs and other sums properly due up to termination.
21.5 Following payment, each party must return the other's property reasonably capable of return, subject to DuraSto's lien and rights concerning removed, uncollected or unpaid Goods.
21.6 Provisions concerning payment, title, lien, warranty, intellectual property, confidentiality, data, liability, indemnities, notices and governing law continue after Completion or termination so far as necessary to give them effect.
22. Events beyond reasonable control
22.1 Neither party is in breach or liable for delay or failure caused by an event beyond its reasonable control, including severe weather, flood, fire, epidemic, war, civil disturbance, terrorism, governmental action, import or export restriction, shortage of energy or materials, utility or network failure, industrial dispute, transport disruption, manufacturer delay or supplier failure that could not reasonably have been avoided.
22.2 The affected party must notify the other as soon as reasonably practicable, use reasonable efforts to reduce the effect and resume performance when able. The Customer's obligation to pay for Goods and Services already supplied is not excused.
22.3 If the event prevents a material part of the Contract for more than 60 days, either party may cancel the affected unperformed part by written notice. The Customer must pay for completed work and Goods or commitments that DuraSto cannot reasonably cancel, less costs saved or recovered.
23. General
23.1 DuraSto may assign receivables and may subcontract or transfer performance within its group or to a competent successor. The Customer may not assign, transfer or subcontract its rights or obligations without DuraSto's written consent, not to be unreasonably withheld where the proposed assignee is creditworthy.
23.2 Nothing in the Contract creates a partnership, joint venture, fiduciary relationship, employment relationship or general agency between the parties.
23.3 A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce it, unless the Quotation expressly says otherwise. The parties may vary or cancel the Contract without a third party's consent.
23.4 A failure or delay to exercise a right is not a waiver. A waiver is effective only if given in Writing and only for the specific circumstances stated.
23.5 If a provision is invalid, illegal or unenforceable, it will be modified to the minimum extent needed to make it valid. If that is not possible, it will be deleted without affecting the remaining provisions.
23.6 No variation of a Contract is effective unless confirmed in Writing by authorised representatives of both parties, except for a non-material change expressly permitted by these Conditions.
23.7 Rights and remedies under the Contract are cumulative and do not exclude rights provided by law.
24. Notices
24.1 A formal notice under the Contract must be in Writing and delivered by hand, sent by pre-paid first-class or next-Business-Day post to the recipient's registered office or principal business address, or sent by email to the address stated in the Order or most recently notified for legal notices.
24.2 A notice is deemed received: if delivered by hand, when left at the correct address during business hours; if sent by post, at 9.00 am on the second Business Day after posting; and if sent by email, at 9.00 am on the next Business Day after transmission, provided no delivery failure message is received.
24.3 This clause does not apply to service of court proceedings or other documents in legal action. Routine project and delivery messages are not formal notices unless they clearly state that they are given under the Contract.
25. Governing law and jurisdiction
25.1 The Contract and any non-contractual dispute or claim arising from it are governed by the law of England and Wales.
25.2 The courts of England and Wales have exclusive jurisdiction, except that DuraSto may bring debt-recovery or protective proceedings in another jurisdiction where the Customer or its assets are located.
25.3 Before starting proceedings other than urgent protective action or an undisputed debt claim, each party should refer the dispute to a senior representative and allow a reasonable opportunity for a commercial resolution.