These are the terms and conditions on which Saber Products Ltd., supplies goods.
By clicking on any or all of the "Accept", "Buy Now", "Confirm Order" buttons (or otherwise your acceptance of these Conditions verbally or in writing), you agree to these Conditions which will be incorporated into the contract between you and Saber Products Ltd., in respect of the goods.
a) "Business Buyer" means any Buyer who is not a Consumer Buyer.
b) "Buyer" means the person who buys or agrees to buy the Goods from the Seller.
c) "Conditions" means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
d) "Consumer Buyer" means a Buyer who is an individual acting wholly or mainly for personal use (not for use in connection with their trade, business, or profession).
e) "Delivery Date" means the date specified by the Seller when the Goods are to be delivered.
f) "Delivery Costs" means the costs for delivery as notified by the Buyer to the Seller.
g) "Goods" means the articles which the Buyer agrees to buy from the Seller.
h) "Price" means the price for the Goods including standard packing but excluding carriage, insurance, and VAT.
i) "Seller" means Saber Products Ltd. "Seller's Website" means www.saberproducts.co.uk
k) "Special Requirements" means any special requirements relating to the Goods as agreed in writing by the Buyer and the Seller.
l) "Specification" means the specification for the relevant Goods as made available on the Seller's Website (as modified by any applicable Special Requirements) or otherwise agreed in writing by the Seller and the Buyer.
a) "Writing" includes email.
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions. The Seller reserves the right to reject the Buyer's offer.
2.3 A Buyer's order will only be accepted when the Seller accepts it in writing, at which point a contract (incorporating these Conditions) will come into existence between the parties.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by a director of the Seller.
2.5 Business Buyer ONLY, these Conditions constitute the entire agreement between that Business Buyer and the Seller in relation to the purchase. The Business Buyer acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of the Seller which is not set out in these Conditions and that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Conditions.
3.1 The Price shall either be the Seller's quoted price or, where no price has been quoted, the price stipulated in the Seller's published price list available on the Seller's Website current at the date on which the Buyer placed the order. The Price is exclusive of VAT, which shall be due at the rate ruling on the date of VAT invoice, and Delivery Costs, which shall be payable by the Buyer.
3.2 The Seller takes all reasonable care to ensure that prices advised to the Buyer are correct, but it is always possible that a price may be incorrect. The Seller will normally check prices before accepting the Buyer's order and where the relevant price is lower than at the date on which the Buyer placed the order, the Buyer will be charged the lower amount. If the price is higher than the price of which the Buyer was advised, the Seller will contact the Buyer for instructions before accepting the order. If an order is accepted and processed where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Buyer as a mispricing, the Seller may end the contract, refund the Buyer any sums paid and require the return of any Goods delivered to the Buyer.
3.3 Except as otherwise stated by the Seller under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in writing (see clause 5.5), the Price is given on an ex-works basis and in particular (but without limitation) does not include the cost of installation or other work undertaken.
3.5 Subject to clause 3.6, the Seller shall not be bound to deliver the Goods until the Buyer has paid for them in full and paid any Delivery Costs. Payment shall be due before the Delivery Date and the Goods shall not be dispatched until payment in full has been received by the Seller. Time for payment shall be of the essence and the parties agree that the Seller's obligations under these Conditions are wholly conditional upon such payments being made. All such payments may, at the Seller's option, be appropriated to any contract between the Seller and the Buyer.
3.7 Business Buyer ONLY, If a Business Buyer fails to make any payment on the due date or if at any time prior to the Delivery Date the Seller has reasonable grounds to believe that the Buyer will not be able to pay for the Goods in full on the due date for payment, the Seller shall, have the right to demand from the Buyer such security as the Seller may deem reasonable to secure payment, and in the absence of such security being offered to the Seller within such period as the Seller shall deem reasonable, the Seller may suspend or cancel deliveries of any Goods due to the Buyer without further liability and the Buyer shall indemnify the Seller in respect of any losses (including without limitation loss of profit) incurred by the Seller.
4.1 The Goods shall be supplied so that they accord in all material respects with the Specification. Any Special Requirements required by the Buyer must be agreed in writing between the Seller and the Buyer.
4.2 The images on the Seller's Website are for illustrative purposes only and Goods may vary slightly from their pictures. Packaging may vary from that shown in images on the Seller's Website.
4.3 The Seller may from time to time make changes to the Goods without prior reference to the Buyer which are required to comply with any applicable or statutory requirements, or which do not materially affect the Buyer's use of the Goods or the Special Requirements (if any) of the Buyer.
4.3 Subject to clause 4.4 in relation to designs provided by the Buyer, the Specification and design of the Goods (including the copyright, design right or other intellectual property in them) shall, as between the parties, be the property of the Seller including any designs or Specifications prepared by the Seller on the Buyer's instructions.
4.4 Where any designs have been supplied by the Buyer for manufacture by or to the order of the Seller then the Buyer grants to the Seller an irrevocable, non-terminable, royalty-free licence to copy and make full use of such designs (and all intellectual property rights therein) and warrants:
a) that the use of those designs or specifications for the manufacture, processing, assembly, or supply of the Goods shall not infringe the rights of any third party.
b) the suitability and accuracy of that specification, instruction or design will be the Buyer's responsibility.
c) all necessary permissions or consents (including those of third parties) have been obtained in order to permit the Seller to supply or manufacture Goods or supply services in accordance with the relevant specification, instruction or design.
d) the Buyer will indemnify the Seller against all infringement or alleged infringement of any third party's intellectual property rights and any loss, damage, or expense which it may incur by reason of any such infringement or alleged infringement in any country; and
e) the Buyer will indemnify the Seller against any loss, damage, or expense in respect of any liability arising in any country by reason of the Goods being made to such specification, instruction or design.
4.5 The parties acknowledge that clause 4.4 shall survive termination of the contract.
5.1 During the order process, the Seller will advise the Buyer as to when the Goods will be delivered to the Buyer. The Seller will use reasonable endeavours to deliver the Goods within the time agreed and, if no time is agreed, then within a reasonable time and in any event within 30 days after the day on which the order is accepted or in the case of Goods involving Special Requirements within 6 weeks after the day on which the order is accepted, but the Delivery Date will not be of the essence.
5.2 The Seller shall deliver the Goods at the location agreed during the order process and delivery shall be completed on the completion of the unloading of the Goods at the kerbside (or similar) of that location unless another delivery option is agreed between the parties in writing and the Buyer pays the relevant Delivery Costs.
5.3 If the Seller's supply of Goods is delayed by an event outside of its control then the Seller shall inform the Buyer as soon as possible and shall minimise the effect of the delay. Provided the Seller complies with its obligations pursuant to this clause 5.3, the Seller shall not be liable for delays, but if there is a risk of substantial delay the Buyer may contact the Seller to end the contract and receive a refund for any Goods paid for but not received.
5.4 The Seller may deliver the Goods by separate instalments, which may be invoiced and paid for separately to the extent that the Goods have not already been paid for.
5.5 Where the Seller notifies the Buyer, the Price shall include the provision of certain installation services by the relevant manufacturer (or its representatives).
5.6 The Buyer is responsible for providing adequate delivery instructions in order to facilitate delivery and for taking delivery of the Goods on the Delivery Date and consequently:
a) THIS SUB-CLAUSE APPLIES TO CONSUMER BUYERS if a Consumer Buyer fails to take delivery on the Delivery Date, that Buyer will be provided with instructions relating to rearranging delivery or making collection. Where that Buyer fails to follow those instructions, the Seller will contact the Buyer and may charge for storage and further delivery costs in these circumstances. If, despite using its reasonable efforts, the Seller is unable to contact the Buyer or re-arrange delivery or collection, the Seller may end the contract and clause 10.2 will apply.
b) Business Buyer ONLY, if a Business Buyer fails to take delivery on the Delivery Date then, without prejudice to any other right or remedy available to the Seller:
ii) any costs incurred due to failure to take delivery (including but not limited to costs of storage and insurance) shall be charged to and be payable by the Buyer.
5.7 The Buyer is responsible for providing adequate and accurate information in order to facilitate the provision of any installation services pursuant to clause 5.5 and consequently, any costs incurred by the Seller arising from the inability of a manufacturer (or its representative) to carry out any installation services shall be charged to the Buyer where such inability to carry out the installation services is a result of the Buyer's failure to provide adequate or accurate information.
5.8 Business Buyer ONLY, It is a Business Buyer's responsibility to inspect the Goods at the time of delivery. The Seller accepts no responsibility for shortfall of Goods, damage on delivery or other discrepancy unless notification in writing is received from the Buyer within 48 hours from the date of delivery. In the absence of such notification the Buyer shall be deemed to have accepted the Goods.
5.9 Business Buyer ONLY, It is a Business Buyer's responsibility to inform the Seller of non-delivery of Goods. The Seller accepts no responsibility for non-delivery unless notification in writing is received from the Buyer within 2 days of the date which the Buyer was advised that delivery would be made. In the absence of such notification the Buyer shall be deemed to have accepted the Goods.
6.1 The Goods shall be at the Buyer's risk as from delivery.
6.2 In spite of delivery having been made property in the Goods shall not pass from Seller until: -
a) the Buyer has paid the Price plus VAT in full; and
b) Business Buyer ONLY, in respect of Business Buyers only, no other sums whatever (whether under any other contract between the Buyer and the Seller or otherwise) shall be due from the Buyer to the Seller.
6.3 Until property in the Goods passes to the Buyer in accordance with clause 6.2, the following provisions shall apply to all contracts and to all Goods which under the contract the Seller agrees to supply to the Buyer. No failure by the Seller to enforce strict compliances by the Buyer with such provisions shall constitute a waiver thereof and no termination of the contract shall prejudice limit or extinguish the Seller's rights under this clause.
a) upon delivery of the Goods the Buyer shall hold the Goods solely as bailee for the Seller and the Goods shall remain the property of the Seller until such time as the Buyer shall have paid to the Seller and the Seller shall have cleared funds for the full purchase price of all Goods and supplies, whether under the contract or otherwise. Until such time the Seller shall be entitled to recover the Goods or any part thereof and, for the purpose of exercising such rights, the Buyer hereby grants a licence to the Seller its employees and agents (together with appropriate transport) to enter upon the Buyer's premises and any other location where the Goods are situated and remove the Goods.
b) the Buyer is hereby granted a licence by the Seller to incorporate the Goods in any other products.
c) the licence granted under sub-clause 6.3 shall extend to detaching the Goods from any property to which they are attached or into which they have been incorporated or from any other products or Goods to which they have been incorporated or from any other products or Goods to which they have been attached pursuant to the licence granted under sub-clause (b) hereof.
d) the Buyer is hereby licensed to agree to sell on the Goods and any products incorporating any of them on condition that the Buyer shall inform its buyer of the provisions of sub-clauses (a) to (c). The Buyer acts as the Seller's bailee in respect of any such sale and shall immediately upon receipt of the proceeds of sale, and whether payment has become due under clause 3 hereof remit to the Seller the full purchase price of the Goods sold on less any part thereof which has already been paid and until such amount has been so remitted shall hold such amount as trustee and agent for the Seller.
e) the Buyer shall maintain appropriate insurance in respect of the Goods from the date or dates on which the risk therein passes to him. In the event of any loss or damage occurring while the Goods remain the property of the Seller the Buyer shall immediately on receipt of the insurance monies, remit to the Seller the full purchase price of the Goods lost or damaged less any part thereof which has already been paid and until such amount has been so remitted shall hold such amount as trustee and agent for the Seller.
f) the licences granted under such sub-clauses (a), (b) and (d), shall be terminable forthwith at any time upon notice by the Seller to the Buyer.
7.1 Where the contract is with a Consumer Buyer, the Seller is under a legal duty to supply products that are in conformity with this contract. Nothing in these Conditions will affect a Consumer Buyer's legal rights (including in relation to getting a refund in relation to payments made for defective products).
7.2 If a Consumer Buyer wishes to exercise its legal rights to reject Goods which are defective, the Buyer must return them in person to where they were bought from, post them back to the Seller or allow the Seller to collect them. In these circumstances, the Seller will pay the costs of postage or collection.
7.3 If there is a problem with a product, please contact us at www.saberproducts.co.uk Phone: 07456 808300 Address: 48 Meadow Road, Barlaston, Stoke on Trent, Staffordshire, ST12 9EJ. E. email@example.com
7.4 Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without parties having to go to court. If a Consumer Buyer is not happy with how the Seller has handled any complaint, that Buyer may want to submit a complaint for online resolution to the European Commission Online Dispute Resolution platform available here: http://ec.europa.eu/consumers/odr/
8.1 Subject to clause 8.3, the Seller warrants that Goods will at time of delivery correspond in all material respects to the Specification and will be free from material defects in material, design, and workmanship for a period of not less than 12 months from the Delivery Date.
8.2 Except as set out in this clause 8, all other warranties, conditions, or terms whether implied by statute or common law or otherwise are excluded to the fullest extent permitted in law. Provided that nothing in this contract shall restrict or exclude liability for death or personal injury caused by the negligence of the Seller.
8.3 In particular, (but without limitation) the Seller shall be under no liability to a Business Buyer:
a) in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer.
b) in respect of any defect arising from the fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller's instructions (whether oral or in writing) and in particular the directions and advice contained in the manufacturer's "Instructions & Documentation Manuals", failure to maintain or install the Goods in accordance with the manufacturer's recommendations, misuse or alteration or repair of the Goods without the Seller's approval.
c) if the total Price for the Goods has not been paid by the due date for payment.
d) in respect of any parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
e) in respect of any claim by the Buyer which is based on any defect in quality or condition of the Goods or their failure to correspond with specifications if:
i) such issue is not notified by the Buyer to the Seller in writing within 48 hours from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within 7 days after discovery of the defect or failure. and
ii) the relevant Goods are not returned to the Seller for inspection (with the Seller being responsible for all transportation costs) or (at the election of the Seller) made available to the Seller or the Manufacturer (or the Manufacturer's representation) for inspection.
For the avoidance of doubt, if delivery is not refused or the Buyer does not (a) notify the Seller pursuant to clause 5.8 and comply with the requirements of 8.3(e)(ii), the Buyer shall be deemed to have accepted the Goods and shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the Price as if the Goods had been delivered in accordance with this contract.
8.5 In respect of any valid claim which is based on any defect in quality or condition or failure to meet specifications, the Seller shall be entitled (at its sole discretion) to replace or in a reasonable time, procuring the making good of or make good the Goods in question free of charge or refund to the Buyer the Price of the defective Goods in full but the Seller shall have no further liability to the Buyer. The repair or replacement of defective Goods during the warranty period set out in clause 8.1 shall not as regards such Goods extend the period of warranty therein provided.
9.1 Subject to clause 9.2 and clause 9.3, in addition to its rights to cancel a contract where Goods are defective (pursuant to clause 7), a Consumer Buyer has 14 days after the date it receives the relevant Goods to change its mind, return the Goods and claim a refund of the Price from the Seller. In these circumstances, a Consumer Buyer must inform the Seller of its decision by:
a) calling 07456 808300 or emailing firstname.lastname@example.org
b) completing the cancellation form online or printing it off and posting it to Saber Products Ltd.,.48 Meadow Road, Barlaston, Stoke on Trent, Staffordshire, ST12 9EJ
and shall return the Goods to the Seller within 14 days of informing the Seller.
9.2 Where a Consumer Buyer exercises it right to change its mind pursuant to clause 9.1:
a) the Consumer Buyer shall pay the costs of return.
b) subject to clause 9.2(c), the Seller shall refund to the Buyer the Price paid by the Buyer (including Delivery Costs) for the relevant Goods by the method the Buyer used for payment.
c) the items to be returned, must be in an unused "A1 Condition" and in their original packaging supplied.
d) the Seller:
i) is entitled to deduct from the Price paid (excluding the Delivery Costs) a sum to reflect any reduction in the value of the relevant Goods if this has been caused by the Consumer Buyer handling them in a way which would not be permitted in a shop. If the Seller refunds the Consumer Buyer the Refunded Amount before it is able to inspect the relevant Goods and later discovers the Consumer Buyer has handled them in an unacceptable way, the Consumer Buyer must pay the Seller an appropriate amount.
ii) limit any refund for Delivery Costs at the costs of delivery by the least expensive delivery method offered by the Seller (regardless of the delivery option chosen by the Consumer Buyer);
d) the Seller shall make any refund due under this clause 9 as soon as possible and in any event within 14 days from whichever is the earliest of (i) the date on which the Seller receives the relevant Goods or (b) the date on which the Consumer Buyer provides evidence to the Seller that the relevant Goods have been sent back.
9.2 A Consumer Buyer does not have the right to change their mind in relation to Goods which the Seller has made to the Buyer's design or otherwise incorporating Special Requirements to the extent that the Goods are clearly personalised.
9.3 For the avoidance of doubt, where Goods are delivered by way of instalments, the Consumer Buyer's right to change their mind shall apply for 14 days from the date of delivery of the relevant Goods (regardless of the delivery date of any related instalments).
10.1 The Seller may end the contract for Goods at any time and/or the Seller may defer or cancel any further deliveries, stop any Goods in transit or suspend or terminate the contract for Goods by writing to the Buyer if the Buyer:
a) 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), being wound up (whether voluntarily or by 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.
b) does not make any payment to the Seller when it is due and still does not make payment with 5 days of being reminded that payment is due.
c) does not within a reasonable time of being asked for it, provide the Seller with information necessary for the provision of the Goods.
d) does not within a reasonable time, allow the Goods to be delivered or collect them.
10.2 If the Seller ends the contract in the situations set out in clause 10.1, the Seller will refund any money the Buyer has paid in advance for Goods not yet provided but may deduct or charge the Buyer reasonable compensation for the net costs incurred by the Seller as a result of the Buyer breaching the contract.
10.3 If the Seller suspends or defers an order in the situations set out in clause 10.1, the Buyer will be responsible for the Seller's costs and expenses incurred due to that suspension or deferment.
10.4 The Seller may withdraw products in which case the Seller shall write to the Buyer to inform them. The Seller shall give the Buyer as much advance of stopping the supply of the product as is reasonably practicable in the circumstances and will refund any sums paid in advance by the Buyer for products which will not be provided.
10.5 Business Buyer ONLY, For the avoidance of doubt, cancellation by the Business Buyer shall only be accepted at the discretion of the Seller and in any case on condition that any costs or expenses incurred by the Seller up to the date of cancellation and all loss or damage resulting in the Seller by reason of such cancellation will be paid by the Buyer to the Seller forthwith on demand. The costs payable by the Buyer pursuant to this clause 10.5 shall be a sum not less than 25% of the aggregate amount of the Price and the Delivery Cost. Acceptance of such cancellation shall only be binding on the Seller if in writing and signed by a director of the Seller.
11.1 If the Seller fails to comply with these Conditions, the Seller shall be responsible for loss or damage suffered by a Consumer Buyer that is a foreseeable result of the Seller breaching the contract or failing to use its reasonable care and skill, but the Seller is not responsible for any loss or damage that is not foreseeable.
11.2 The Seller does not exclude or limit in any way its liability to a Consumer Buyer where it would be unlawful to do so. This includes liability for death or personal injury caused by the Seller's negligence or the negligence of the Seller's employees, agents, or subcontractors (as applicable); for fraud or fraudulent misrepresentation; for breach of the Consumer Buyer's legal rights in relation to the Goods including the right to receive products which are: as described and match the information provided; supplied with reasonable skill and care; and for defective products under the Consumer Protection Act 1987.
11.3 The Seller only supplies Goods to Consumer Buyers for domestic and private use. Where Goods are used for any commercial, business or re-sale purpose, the Seller's liability shall be limited as set out in section 12.
12.1 Nothing in these Conditions shall limit or exclude our liability for:
a) death or personal injury caused by the Seller's negligence, or the negligence of its employees, agents or subcontractors (as applicable).
b) fraud or fraudulent misrepresentation.
c) breach of the terms implied by section 12 of the Sales of Goods Act 1979; or
d) defective products under the Consumer Protection Act 1987.
12.2 Except to the extent expressly stated in clause 12.1 all other terms implied statute or common law or otherwise (including terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are excluded).
12.3 Subject to clause 12.1:
a) the Seller shall not be liable to a Business Buyer whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss (including any direct, indirect, or consequential loss) arising in connection with the performance (or non-performance) by the manufacturer (or its representatives) of any installation services pursuant to clause 5.5.
b) the Seller shall not be liable to a Business Buyer whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between the Seller and the Business Buyer; and
c) the Seller's total liability to a Business Buyer arising under or in connection with any contract between the parties, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall be limited to the Price paid by the Business Buyer for the relevant Goods.
13.1 The Seller may transfer its rights and obligations under these Conditions to another organisation.
13.2 The Buyer may only transfer its rights or obligations under these Conditions to another person the Seller agrees in writing.
13.3 In no circumstances shall the Buyer be entitled to recover damages or obtain payment or reimbursement more than once (for example, by the manufacturer and the Seller) in respect of the same loss, damage, breach, or other event.
13.4 The Buyer agrees that it and its employees and agents shall keep confidential all drawings and designs supplied by the Seller and shall not use, copy, or reproduce the same save as specifically authorised by the Seller in writing.
13.5 Each party shall and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonable be required for the purpose of giving full effect to these Conditions.
13.6 The Buyer warrants that it will pass on to all third parties to whom it may supply the Goods or any of them all information as to the use and safe handling of such goods as may have been provided to the Buyer by the Seller.
13.7 This contract is between the Buyer and the Seller. No other party shall have any rights to enforce any of its terms
13.8 Each of the paragraphs of these Conditions operates separately, if any court or relevant authority finds any of them unlawful, the remaining paragraphs will remain in full force and effect.
13.9 If the Seller does not immediately insist that the Buyer does anything required under these Conditions, or if the Seller delays in taking steps against the Buyer in respect of its breach, that will not prevent the Seller from taking steps against the Buyer at a later date.
13.10 THIS CLAUSE APPLIES TO CONSUMER BUYERS for Consumer Buyers, these Conditions are governed by English law and legal proceedings in respect of the products can be brought in the English courts. If a Consumer Buyer lives in Scotland, they can bring legal proceedings in respect of the products in either the Scottish or the English courts. If a Consumer Buyer lives in Northern Ireland, they can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
13.11 Business Buyer ONLY, For Business Buyers, any dispute or claim arising out of or in connection with this contract or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.