The term ‘SBZ Corporation Limited’ or ‘us’ or ‘we’ refers to the owner of the website whose registered office is Kendal Court, Hurricane Way, Wickford, Essex, SS11 8YB. Our company registration number is 4823382. The term ‘you’ refers to the user or viewer of our website.
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2. Terms & Conditions of Sale
In these Conditions: “the Company” means SBZ Corporation (No. 4823382) whose registered office is at Kendal Court , Hurricane Way, Wickford, Essex SS11 8YB “the Buyer” means any party who enters into a Contract. “Contract” means any contract between the Company and the Buyer for the supply of Goods. “Goods” means all or any goods supplied by the Company pursuant to a Contract.
2.1. All quotations are given, and all orders are accepted by the Company on these terms, which supersede any other terms for the supply of Goods provided by the Company and or those appearing in the Company’s literature, and override and exclude any other terms stipulated or incorporated or referred to by the Buyer whether in the order or in any negotiations and in any course of dealing established between the Company and the Buyer. All orders hereafter made by the Buyer shall be deemed to be made subject to these terms.
2.2. No contract for the sale of the Goods shall be concluded until the Company has issued an “Order Acknowledgement” form.
2.3. The Buyer acknowledges that there are no representations outside these terms which have induced him to enter into a Contract and these terms shall constitute the entire understanding between the parties for the sale of the goods save as expressly agreed by both parties in writing.
2.4. No modification of these terms shall be effective unless made by an express written agreement between the parties. The signing by the Company of any Buyer’s documentation shall not imply any modification to these terms.
Quotations are subject to withdrawal at any time before receipt of any unqualified order from the Buyer, and shall be deemed to be withdrawn unless so accepted within 30 days from their date, unless otherwise specified in writing at the time of quotation.
Quotations will include lead times.
4.1 All descriptions, illustrations and specifications relating to the Goods and or any information contained in the Company’s price lists or otherwise communicated to the Buyer, are intended merely to present a general idea of the Goods, and nothing contained therein shall form any part of the Contract.
4.2 Notwithstanding that a sample of the Goods may have been exhibited and inspected solely to enable the Buyer to judge for himself the quality of the bulk and not so as to constitute a sale by the sample, the Buyer shall take the Goods at his own risk as to their corresponding with the said sample or as to their quality condition or sufficiency for any purpose.
5.1 All prices quoted by the Company are exclusive of V.A.T and Excise Duty. In the case of sales within the U.K. V.A.T. at the appropriate rate must be added and where applicable Excise Duty will be applied at the current HMRC published rate.
5.2 In the event that the raw material or other costs incurred by the Company increase between the time that the order is placed and the time of delivery, the Company reserves the right to charge the price current at the time of delivery.
5.3 Urgent orders or short lead time orders may incur an additional delivery charge which will be passed on to the buyer. The buyer will be advised of this charge at the point of sale.
The Buyer may not cancel the Contract without the consent of the Company, which if given shall be deemed to be on the express condition that the Buyer shall indemnify the Company against all loss, damage, claims or actions arising out of such cancellation unless otherwise agreed in writing.
A wasted journey charge may be applicable and passed on to the Buyer for late cancellation.
7.1 In the case of orders for delivery within the U.K. then unless otherwise stated price is inclusive of delivery.
7.2 In the case of Goods for delivery outside the U.K. the terms for delivery are as agreed between the Company and the Buyer.
7.3 Any delivery dates quoted are for guidance only and are not a term of the Contract. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Company in writing and the Company shall not be liable for any delay in delivery of the Goods.
7.4 Where the goods are to be delivered in instalments each delivery shall constitute a separate Contract and failure by the Company to deliver any one or more of such instalments in accordance with these conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7.5 Should the Company be prevented from or hindered in delivering the Goods or any part thereof by reason of force Majure, war, riot, explosion, fire, flood, strike, lock-out, shortage of materials or labour or any cause beyond the Company’s control, the time for delivery shall be extended by a period equal to that during which the cause preventing or hindering delivery exists.
7.6 Should the Company be prevented from delivering part of the Goods by reason of any of the causes specified in clause 7.5, the Company shall deliver and the Buyer shall take and pay for such part of the Goods as the Company shall be able to deliver in accordance with the Contract.
7.7 If delivery of any item comprised in the Goods has not been made within 60 days of the estimated delivery date, the Buyer shall be entitled to cancel its order in respect of that item, but the Company shall in no circumstances be liable to compensate the Buyer in damages or otherwise for late delivery or non-delivery of the Goods for whatever reason or for any loss consequential or otherwise arising therefrom.
8.1 Payment for the Goods shall be made to the Company by the Buyer in cash payable by the date specified on the invoice and by the payment method specified on the invoice.
8.2 Unless otherwise agreed, the Company shall not be bound to give up possession of the Goods until it shall have received payment, and the Company shall be deemed to have made sufficient tender of the Goods if it shall notify the Buyer that the Goods are ready for despatch subject to payment.
8.3 If the Company shall allow provisional credit in respect of any part of the Goods it shall be without prejudice to its rights to refuse to give up possession of any other part of the Goods except against payment.
8.4 If the Buyer fails to make payment by the due date then the Company shall be entitled to:
a) Cancel or suspend any further deliveries to the Buyer and/or
b) Charge interest on all sums due at the rate of 2% per annum above the BOE base rate until payment is received after as well as before any judgement.
c) Take legal action to recover all sums and damages for breach of Contract.
Risk and Property
9.1 Risk of damage to or loss of the Goods shall pass to the Buyer when Goods are delivered to or collected by the Buyer or its agent
9.2 Notwithstanding risk in the Goods passing in accordance with clause 9.1 title in the Goods shall not pass to the Buyer until payment has been received by the Company for the Goods and any other Goods supplied by the Company to the Buyer or until payment to the Company of all sums owing to it by the Buyer on any account.
9.3 Until the title of the Goods passes to the Buyer, the Buyer shall hold the Goods upon trust for the Company and shall keep the Goods separate from those of the Buyer and third parties’ and clearly identified as the Company’s property unless the Buyer shall hold the altered Goods or proceeds of sale upon trust for the Company. The Buyer shall not deal with or dispose of the Goods other than for full value in its normal course of business. Any permission to deal with the Goods ceases immediately on the appointment of an administrative receiver, on the presentation of a winding up or bankruptcy petition or of a petition for the making of an administration order, the appointment of a liquidator, the giving of notice of any meeting to pass a winding up resolution or any other act of insolvency.
9.4 Until title passes the Company may at any time (regardless of credit given to the Buyer) enter onto the premises of the Buyer or of its agents or customers to repossess all or part of the Goods and any products and the Contract shall terminate in respect of those Goods without prejudice to any rights of the Company.
9.5 Until title passes, the Goods shall be stored separately by the Buyer and clearly identifiable as the property of the Company
9.6 Until title in the Goods shall have passed to the Buyer, if any of the Goods are incorporated in or attached to any products manufactured or assembled by the Buyer, the Buyer shall maintain records sufficient to enable such Goods so incorporated to be identified or quantified. The Company may at any time remove any Goods belonging to it regardless of any practical difficulty or damage caused to such products.
9.7 Where Goods belonging to the Company are stored in common with similar items belonging to others, it shall be conclusively presumed (regardless of any evidence to the contrary) that the Goods are withdrawn last from store.
9.8 Until title passes the Buyer shall hold the Goods as bailee for the Company and shall be fiduciary for the Company in respect of the Goods and in respect also of any proceeds of sale and any payment of the type described in clause 9.10.
9.9 Where title to the Goods has not passed from the Company and the Buyer wishes to re-sell the goods, the Buyer shall invoice the Goods to the third party purchaser at a price not less than that charged to the Buyer by the Company for the Goods and shall notify the third party purchaser that the Goods are the property of the Company.
9.10 Any payments received by the Buyer in respect of any assignment of any debt in connection with any sale of the Goods by the Buyer shall be held by the Buyer as agent for the Company and the Buyer shall be in fiduciary position to the Company in respect of any such payment received.
9.11 The Buyer shall give the Company full particulars of persons to whom Goods have been or are intended to be sold so as to enable the Company to recover Goods.
9.12 The whole of the price shall not be treated as paid until any cheque, bill of exchange or other instrument of payment given by the Buyer has been met on presentation or otherwise honoured in accordance with its terms. The Company may sue for the whole of the price at any time after it has become payable.
Claims for Loss or Defect
10.1 The Buyer shall inspect the Goods immediately upon delivery and shall immediately note any damage or shortages and sign the delivery note accordingly. Claims for damages cannot be contemplated unless the delivery note is signed accordingly. Claims for shortages should be notified by telephone or fax within 3 days from date of delivery, or in the event of non-delivery, should be notified by telephone within 3 days from receipt of invoice. Confirmation in writing should be made to the Company within 14 days of receipt giving all the relevant details of any shortage, breakage, defect or any other matter or thing by reason whereof it is alleged that the Goods are not in accordance with the Contract.
10.2 The Goods in respect of which any claims are made hereunder shall be preserved intact as delivered for a period of 21 days from date of notification of the claim within which time the Company or its agents shall have the right to attend the Buyer’s premises to investigate the complaint.
10.3 If the Buyer shall fail to give notice or to preserve the Goods as required pursuant to paragraph 11.1 and 11.2 above then the Contract and the Goods shall be deemed in all respects to be in accordance with the Contract and the Buyer shall be deemed to have received and accepted the Goods.
Limitation of Liability
11.1 The application, use and processing of the Goods is the absolute responsibility of the Buyer and the Buyer shall be deemed to have carried out its own tests to ensure the suitability of the Goods for their intended purposes and applications.
11.2 The Company’s liability for any loss or damage including any consequential loss resulting from defective Goods or any act or default on the part of the Company, its servants or its agents shall be limited to the price of the Goods through which the loss or damage arises.
The Buyer shall indemnify the Company in respect of all damage injury or loss occurring to any person or property and against all actions, suits, claims, demands, charges or expenses in connection therewith arising from the condition or use of the Goods in the event that the damage injury or loss shall have been occasioned wholly by the carelessness of the Buyer or his servants or agents or by any breach by the Buyer of its obligations to the Company hereunder.
The Buyer shall not be entitled to the benefit of any set-off to which he might be otherwise entitled in law or in equity. All sums payable under this Contract will be payable without deduction and the Company shall be entitled in the event of non-payment to obtain and enforce judgement theron without any stay of execution pending the determination of any cross claims by the Buyer.
Breach of Contract by the Buyer
The Buyer shall indemnify the Company in respect of any costs, charges, losses expenses, including legal fees which the Company may sustain or incur as a result of the Buyer’s breach of Contract.
Patents, Trade Marks etc
The supply of Goods by the Company shall not confer or imply any right upon the Buyer to use any of the Company’s trade marks or patents which shall at all times remain the property of the Company.
The Company shall not be liable for any failure in the performance of the Contract due to war, strike, lockout or other trade dispute, fire, floods, explosions, or shortage of raw materials or due to any other cause whatsoever beyond the control of the Company.
The Contract shall be governed by and interpreted in accordance with English Law, and the Buyer submits to the jurisdiction of the High Court of Justice in England but the Company may enforce the Contract in any court of competent jurisdiction