Sales Terms and Conditions

Standard Terms of Business

Please note the limitation of liability in clause 12

1. Definitions

In these Terms, capitalised words (such as ‘Contract’) have certain definitions. These are set out in clause 16 below.

2.1 Quotations are valid for a period of 30 days from date of issue and are not binding on SBS.

2.2 The Customer is solely responsible for determining the suitability of the Deliverables for their intended application or use, and SBS shall have no liability in this regard.

2.3 The Purchase Order constitutes an offer by the Customer to purchase Deliverables in accordance with these Terms.

2.4 The Purchase Order shall only be deemed to be accepted when SBS issues written acceptance of the Purchase Order or commences the Services, at which point and on which date the Contract shall come into existence (Commencement Date).

2.5 A Purchase Order may not be cancelled once SBS has accepted it. If the Customer wishes to cancel a Purchase Order, SBS may, at its sole discretion:

(a) with regard to Products, accept such cancellation and charge an appropriate restocking fee; and.

(b) with regard to Services, accept such cancellation and charge an appropriate cancellation fee to cover its costs and expenses incurred as a result of such cancellation.

2.6 Any samples, drawings, illustrations or descriptions issued by SBS in advertising or not specifically referenced in a Quotation are illustrative only, and do not have any contractual force.

2.7 These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.8 These Terms shall apply to the supply of both Services and Products (Deliverables), except where application to one or the other is specified.

3. Supply of Services

3.1 SBS shall supply the Services to the Customer in accordance with the Contract.

3.2 Where the Services include Testing Services:

(a) the Customer Materials will:

(i) be delivered the Customer to the Delivery Location within the lead time specified in the Contract for the Testing Services to be conducted;

(ii) be suitable, complete and functional to the extent required for the Testing Services; and

(iii) at the Customer’s option be collected from the SBS Location by the Customer or disposed of by SBS.

(b) the Customer will be responsible for procuring all export licences or other permissions necessary for importing the Customer Materials into the UK and/or delivering them to the Delivery Location;

(c) the Customer Report shall belong to the Customer and SBS may use the same for its own internal research and development only; and

(d) subject to SBS fulfilling its obligations under the Contract with regard to the proper performance of the Services, SBS provides no warranty that the results of the testing Services and/or the contents of the Customer Report will be satisfactory to the Customer and/or meet its expectations.

3.3 SBS shall use all reasonable endeavours to meet any agreed performance and delivery dates for the Deliverables, but any such dates shall be estimates only, and time shall not be of the essence.

3.4 SBS may vary the Services and shall notify the Customer to that effect if such variation is necessary to comply with any applicable law or regulatory requirement, or if such variation will not materially affect the nature or quality of the Services or Product.

3.5 Subject to clause 3.3, any variation to the Services must be agreed in writing between the parties and, if appropriate, the Customer will issue a new Purchase Order.

3.6 If any of the Services fail to conform with the Contract, SBS shall, at its option and cost, reperform those Services or refund any monies paid for them. This shall be the Customer’s sole remedy for such failure.

4. Delivery of Products

4.1 Delivery of the Products is ex works (unless otherwise set out in the Quotation), i.e. delivery takes place on the completion of loading of the Products at the Delivery Location. The Customer is responsible for the Products from their collection at the Delivery Location.

4.2 Each delivery of Products will be accompanied by a delivery note which refers to the relevant Purchase Order.

4.3 Any dates quoted for delivery of the Products are approximate only, and the time of delivery is not of the essence. SBS shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event.

4.4 If the Customer fails to take delivery of the Products within 3 business days of SBS notifying the Customer that the Products are ready, then delivery shall be deemed to have taken place, and SBS shall:

(a) issue an invoice for the Products pursuant to clause 9.4; and

(b) store the Products and charge the Customer for all related costs and expenses of storage (including insurance) until such time as they are collected by the Customer.

4.5 If 10 business days after the day on which SBS notified the Customer that the Products were ready for delivery the Customer has not collected them, SBS may resell or otherwise dispose of part or all of the Products.

4.6 SBS may deliver the Products by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. Quality

5.1 SBS warrants to the Customer that the Services will be provided using reasonable care and skill.

5.2 SBS warrants that for a period of 12 months from the date of delivery (warranty period), the Products shall:

(a) conform with their description and any applicable Specification; and

(b) be free from material defects in design, material and workmanship.

5.3 Subject to clause 5.4, if:

(a) the Customer gives notice in writing to SBS during the warranty period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 5.1; and

(b) SBS is given a reasonable opportunity of examining such Products; and

SBS shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full.

5.4 SBS shall not be liable for the Products' failure to comply with the warranties set out in clause 5.1 and 5.2 if:

(a) the Customer makes any further use of such Products after giving a notice in accordance with clause 5.3 (a);

(b) the defect arises because the Customer failed to follow SBS's instructions as to the storage, installation, use or maintenance of the Products;

(d) the Customer alters or repairs such Products without the written consent of SBS; or

(e) the defect arises as a result of fair wear and tear, wilful damage or negligence.

5.5 Except as provided in this clause 5, SBS shall have no liability to the Customer in respect of the Products' failure to comply with the warranties set out in clause 5.1 and 5.2.

6. Title and risk

6.1 The risk in the Products shall pass to the Customer on completion of delivery as set out in clause 4.1. Title to the Deliverables shall not pass to the Customer until SBS receives payment in full (in cash or cleared funds) for the Deliverables.

6.2 Until title to the Products has passed to the Customer, the Customer shall:

(a) store the Products separately from all other Products held by the Customer so that they remain readily identifiable as SBS's property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Products;

(c) maintain the Products in satisfactory condition and keep them insured against all risks for their full price on SBS's behalf from the date of delivery; and

(d) notify SBS immediately if it becomes subject to any of the events listed in clause 13.1(b) and (c).

6.3 At any time before title to the Products passes to the Customer, SBS may require the Customer to deliver up all Products in its possession that have not been irrevocably incorporated into another product and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in Purchase Order to recover them.

7. Customer's obligations

7.1 The Customer shall:

(a) ensure that the terms of the Purchase Order are complete and accurate;

(b) co-operate with SBS in all matters relating to the Deliverables;

(c) provide SBS with such information and materials as SBS may reasonably require in order to supply the Deliverables, and ensure that such information is complete and accurate in all material respects;and

(d) comply with all applicable laws, including health and safety laws.

7.2 If SBS's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) without limiting or affecting any other right or remedy available to it, SBS shall have the right to suspend performance of the Services until the Customer remedies the Customer Default; and

(b) SBS shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from SBS's failure or delay to perform any of its obligations as set out in this clause 7.2.

8. Charges and payment

8.1 The price for the Deliverables:

(a) shall be the price set out in the Quotation; and

(b) shall be exclusive of all costs and charges of insurance and transport of the Products, for which the Customer is responsible.

(i) any factor beyond the control of SBS (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(ii) any request by the Customer to change the Services, delivery date or the Specification; or

(iii)

8.2 In respect of Services, SBS shall invoice the Customer as set out in the Quotation, which may include a payment in advance and stage payments. Any such advance payments are not refundable.

8.3 In respect of Products, SBS shall invoice the Customer on or at any time after completion of delivery.

8.4 The Customer shall (unless otherwise stated on the Quotation) pay each invoice submitted by SBS:

(a) within 30 days of the date of the invoice (or in accordance with any credit terms agreed by SBS and confirmed in writing to the Customer); and

(b) in full and in cleared funds to a bank account nominated in writing by SBS, and

time for payment shall be of the essence of the Contract.

8.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax (VAT) chargeable from time to time. Where any taxable supply for VAT purposes is made under the Contract by SBS to the Customer, the Customer shall, on receipt of a valid VAT invoice from SBS, pay to SBS such additional amounts in respect of VAT as are chargeable on the supply of the Deliverables at the same time as payment is due for the supply of the Deliverables.

8.6 If the Customer fails to make a payment due to SBS under the Contract by the due date, then, without limiting SBS's remedies under clause 13, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.6 will accrue each day at 8% a year above the Bank of England's base rate from time to time.

8.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. Intellectual property rights

All Intellectual Property Rights in or arising out of or in connection with the Deliverables shall be owned by SBS.

10. Data protection

10.1 The following definitions apply in this clause 10:

(a) ensure that the terms of the Purchase Order are complete and accurate;

(b) co-operate with SBS in all matters relating to the Deliverables;

(d) comply with all applicable laws, including health and safety laws.

10.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 10 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

10.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and SBS is the Processor.

10.4 Without prejudice to the generality of clause 10.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to SBS for the duration and purposes of the Contract.

10.5 Without prejudice to the generality of clause 10.2, SBS shall, in relation to any Personal Data processed in connection with the performance by SBS of its obligations under the Contract:

(a) process that Personal Data only on the documented written instructions of the Customer unless SBS is required by Domestic Law to otherwise process that Personal Data;

(b) without limiting or affecting any other right or remedy available to it, SBS shall have the right to suspend performance of the Services until the Customer remedies the Customer Default; and

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(d) not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been obtained.

(e) assist the Customer, at the Customer's cost, in responding to any request from a Data Subject;

(f) notify the Customer without undue delay on becoming aware of a Personal Data Breach;

(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Domestic Law to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with the Data Protection Legislation.

11. Confidentiality

11.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 11.2.

11.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 11; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

12. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

12.1 The restrictions on liability in this clause 12 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

12.3 Subject to clause 12.2, SBS's total liability to the Customer shall not exceed the total sum paid by the Customer to SBS pursuant to the Contract in respect of any Deliverables.

12.4 Subject to clause 12.2, The following types of loss are wholly excluded:

(i) loss of profits;

(ii) loss of sales or business;

(iii) loss of agreements or contracts;

(iv) loss of anticipated savings;

(v) loss of use or corruption of software, data or information;

(vi) loss of or damage to goodwill; and

(vii) indirect or consequential loss.

12.5 This clause 12 shall survive termination of the Contract.

13. Termination

13.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by Purchase Order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

13.2 Without affecting any other right or remedy available to it, SBS may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer shall immediately pay to SBS all of SBS's outstanding unpaid invoices and interest and, in respect of Services and Products supplied but for which no invoice has been submitted, SBS shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b) the Customer shall return any Products which have not been fully paid for.

13.3 Without affecting any other right or remedy available to it, SBS may suspend the supply of Services or all further deliveries of Products under the Contract or any other contract between the Customer and SBS if the Customer fails to pay any amount due under the Contract on the due date for payment.

14. Consequences of termination

14.1 On termination of the Contract:

(b) the Customer shall return any Products which have not been fully paid for.

14.2 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

14.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

15. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 months, the party not affected may terminate the Contract by giving 30 days' written notice to the affected party.

16. Definitions and interpretation

16.1 Definitions:

Commencement Date: has the meaning given in clause 2.4.

Contract: the contract between SBS and the Customer for the supply of Deliverables in accordance with these Terms.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

Customer: the person or firm who purchases the Deliverables from SBS.

Customer Materials: the Customer’s product, equipment, component or other materials to be tested pursuant to the Testing Services.

Customer Report: the report, raw data or other document agreed to be provided by SBS to the Customer and included in the Testing Services.

Deliverables: the Services and/or Products, as applicable.

Delivery Location: SBS's premises at Clovelly House, Clovelly Road, Southbourne PO10 8PE, or such other location as may be agreed in writing with the Customer.

Force Majeure Event: has the meaning given to it in clause 15.

Intellectual Property Rights: copyright, rights in designs, know-how, trade secrets, patents, rights to inventions, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, database rights, rights to use, and protect the confidentiality of, confidential information, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Products: the products (or any part of them) set out in the Quotation.

Purchase Order: the order for the purchase of Deliverables as set out in the Customer's purchase order, or the Customer's written acceptance of the Quotation, as the case may be.

Quotation: a written quotation provided to the Customer by SBS in relation to the proposed supply of Deliverables.

SBS: Safety Belt Solutions Limited, registered in England and Wales with company number 07623800 and whose registered office is at 9 Vinnetrow Business Park, Vinnetrow Road, Chichester, West Sussex, PO20 1QH.

Services: the engineering, design, testing and other services to be supplied by SBS to the Customer as set out in the Quotation, including the Testing Services.

Specification: any specification for the Products and/or the Services, including any relevant plans, drawings, or test requirements, agreed in writing by the Customer and SBS.

Terms: these standard terms of business as amended from time to time in accordance with clause 17.8.

16.2 Testing Services: the dynamic testing services to be carried out by SBS on the Customer Materials, as set out in the Quotation.Interpretation:

(a) A reference to a party includes its successors and permitted assigns.

(b) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.(a) the Customer shall return any Products which have not been fully paid for.

(c) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(d) A reference to writing or written includes email.

17. General

17.1 Assignment The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of SBS.

17.2 Notices. Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to the address specified in the Quotation.

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by first-class post or next working day delivery service, on the second business day after posting; or

(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.

17.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 17.3, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

17.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

17.6 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

17.7 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

17.8 Variation. Except as set out in these Terms, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

17.9 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

17.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.