Welcome to our website. If you continue to browse and use this website you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy, govern SBZ Corporation Limited’s relationship with you in relation to this website.
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.
The use of this website is subject to the following terms of use:
The content of the pages of this website is for your general information and use only. It is subject to change without notice.
Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose.
You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
Your use of this website and any dispute arising out of such use of the website is subject to the laws of England and Wales.
Standard Conditions of Sale of SBZ Corporation
In these Conditions of Sale the “Seller” means SBZ Corporation Limited; the “Buyer” means the person, firm or company purchasing the Goods and/or Services; the “Goods” means the goods or materials which shall be the subject of the contract between the Seller and the Buyer; a “Contract” means a legally binding contract between the Seller and the Buyer for the sale and purchase of Goods ordered by the Buyer and accepted by the Seller in accordance with and subject to these Conditions of Sale; “Services” means any services including, any services associated with the Goods supplied by the Seller to the Buyer in accordance with the Contract; and the “Price” means the price specified in the Seller’s acknowledgement or otherwise communicated to the Buyer and agreed. The Seller reserves the right to update these Conditions of Sale at any time by displaying amended Conditions of Sale on its website.
1. Acceptance of Order
1.1 All orders are accepted by the Seller subject to these Conditions of Sale to the exclusion of all other terms and conditions.
1.2 The Seller is under no obligation to accept the Buyer’s order. Prices, offers and products are subject to availability and may change at any time prior to acceptance of the Buyer’s order. All prices placed by the Seller on the internet constitute an invitation to treat. By submitting an electronic or online order, the Buyer submits an offer to enter into a sales contract with the Seller.
1.3 Should the Seller decide to accept an order, either: a) the Buyer shall receive an order confirmation or email specifically confirming order acceptance; or b) delivery of the order will be made, at which point the order will become a binding contract. An order acceptance does not constitute agreement as to
delivery date for the order.
1.4 The Buyer acknowledges that it has not relied on any statement, promise or representation made or given on behalf of the Seller which is not set out in these Conditions of Sale.
1.5 Each order shall be a separate Contract and cancellation, or termination of any individual contract shall
not entitle the Buyer to terminate or repudiate any other Contract. Should the Buyer cancel or terminate
a Contract 10 working days or less prior to the scheduled manufacturing date then the Buyer shall incur a 10% cancellation fee based on the cost of goods and the total cost of haulage.
1.6 We reserve the right to reschedule the manufacturing slot to the standard lead time for amendments made to orders that have been scheduled for production, including but not limited to changes to the collection date, grade, mass etc.
2. The Price
2.1 The Price of any Goods shall be as quoted on the website or electronic order system or written quote, except in cases of obvious error, and subject always to clause 1.1, 1.2 and 2.2.
2.2 The Seller may at any time before delivery increase the price of the undelivered balance of the Goods by notice in writing to the Buyer. In such event the Buyer may within seven days of receipt of such notice by notice in writing cancel the order so far as the undelivered balance of the Goods is concerned.
3. Payment
3.1 Unless otherwise stated on the Seller’s invoice or otherwise agreed in writing, payment for the Goods shall be made not later than thirty days after the date of the invoice but so that the Seller may at any time on or after acceptance by notice in writing to the Buyer vary the terms of payment by demanding immediate payment or (at the Seller’s option) adequate security for sums which shall be due hereafter.
3.2 Time for payment shall be of the essence and failure by the Buyer to pay the Price or any instalment thereof in due time shall entitle the Seller to one or more of the following:
a) treat such failure as a repudiation of the whole Contract by the Buyer;
b) require the Buyer to make immediate payment of all monies due or to become due;
c) recover from the Buyer damages for such breach of contract; and/or
d) charge interest at either ten per cent per annum or three per cent per annum above the Base Rate of HSBC Bank PLC, whichever shall be the greater, from the due date until payment.
3.3 The Buyer shall make all payments due in full without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise.
3.4 All payments shall be applied to invoices and deemed to be made in the order in which they were issued.
3.5 All payments payable to the Seller shall become due immediately upon termination of the Contract.
4. Delivery & Collection of Goods
4.1 Delivery of the Goods shall take place when the Goods arrive at the address specified on the Seller’s quotation or acknowledgement or other documentation, or when collected by the Buyer. All Goods are delivered under the agreed Incoterm contract.
4.2 Any delivery date or dates communicated by the Seller to the Buyer are estimates only and time for delivery shall not be of the essence. The Seller shall not be liable for failure to deliver by such date or dates or for any damage or loss arising directly or indirectly (including loss of profits) out of delay in delivery; nor shall the Buyer be entitled to refuse to accept the Goods because of late delivery.
4.3 FCS and Ex Works goods that are not collected within 3 working days of an agreed collection date will incur a £500 storage and admin fee. For every 2-week period after that date that the goods are not collected an additional £500 will be charged.
5. Property
5.1 The legal and beneficial title in and ownership of the Goods shall remain in the Seller until payment in full has been made to the Seller by the Buyer for:
a) the Goods; and
b) all other sums which are due or which become due to the Seller from the Buyer.
5.2 Where full payment has not been made to the Seller and the Buyer uses the Goods in his / her manufacturing process or incorporates the Goods with other products, the property in the Goods shall be retained by the Seller in so far as such Goods are identifiable.
5.3 Until such payment is made:
a) the Buyer shall hold all Goods and materials on a fiduciary basis only as a bailee for the Seller and shall store such Goods separately from all other goods in the Buyer’s possession so as to be clearly identifiable as the property of the Seller (at no cost to the Seller);
b) the Buyer shall keep the Goods in satisfactory condition and insured on the Seller’s behalf for the full price against all risks to the reasonable satisfaction of the Seller; and
c) the Buyer grants to the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or in the case of default, as defined at clause 11, to recover them.
6. Lien
The Seller shall in respect of all unpaid debts due from the Buyer under the same or any other contract have a general lien on all goods and property of the Buyer in its possession (although such Goods or some of them may have been paid for) and shall after expiration of fourteen days’ written notice to the Buyer be entitled to dispose of such Goods and property as it deems fit and apply the proceeds towards such debts.
7. Shortages and Damage and/or Loss in Transit.
7.1 Unless otherwise agreed in writing between the Buyer and the Seller, the Seller may deliver against any order an excess and/or deficiency up to ten (10) per cent of weight or volume ordered without any liability whatsoever to the Buyer save that the price shall be adjusted accordingly.
7.2 The Buyer shall inspect the Goods immediately upon delivery and shall within three days of such delivery (time being of the essence) give notice in writing to the Seller and the carrier of all claims on account of visual damage to or total or partial loss of Goods in transit. Claims for non-delivery must be submitted in writing to the Seller within fourteen days after notification of despatch.
7.3 Any other claims (including but not limited to defects or production faults) must be made in writing immediately after the Buyer learns of the defect and in any event not later than thirty days after delivery of the Goods. Any claim not made in writing and received by the Seller within the aforesaid time limits shall be deemed waived.
7.4 If the Seller fails to make delivery or makes defective delivery of any one instalment such failure or defective delivery shall not affect the Contract as regards other instalments.
8. Warranty and Limitation of Liability
8.1 The Seller warrants that the Goods are produced within the accepted tolerance levels in accordance with the standard specifications stated in the Seller’s official literature on the Goods current at the relevant time and unless otherwise agreed in writing, the quality of the Goods shall be exclusively determined by the Seller’s product specifications.
8.2 Save as aforesaid and Clause 19.2, all other conditions, guarantees, or warranties whether express or implied by statute, common law or otherwise including (but without prejudice to the generality of the foregoing) conditions, guarantees or warranties as to quality, fitness for purpose or description of the Goods or their life or wear under any conditions whether known or made known to the Seller or not are hereby excluded to the fullest extent permitted by law.
8.3 Notwithstanding anything else set out in these Conditions of Sale, the Seller does not attempt to exclude any liability:
a) For breach of the Seller’s obligations arising under section 12 Sale of Goods Act 1979 or section 2 Sale and Supply of Services Act 1982;
b) For personal injury or death resulting from the Seller’s negligence;
c) Under section 2(3) Consumer Protection Act 1987;
d) For its fraudulent misrepresentation; or
e) For any matter for which the Seller may not exclude or attempt to exclude its liability under applicable law.
8.4 The Seller shall not be liable to the Buyer whether in contract, tort (including, without limitation, negligence), misrepresentation or otherwise howsoever arising for any loss of profit, loss of anticipated profit, loss of business, loss of contract, overhead recovery, anticipated savings, loss of data, loss of production, depletion of goodwill, product recall nor for any special, indirect or consequential loss or damage, or otherwise for any costs, expenses or claims for consequential compensation whatsoever.
8.5 Subject to clause 8.4 the Seller’s total aggregate liability under the Contract shall be limited to the price paid or payable by the Buyer to the Seller under the Contract.
9. Force Majeure
Deliveries may be partially or totally suspended by either party during any period in which it is prevented or significantly hindered from manufacturing, delivering or taking delivery of the Goods through any circumstances outside its control (such circumstances to include but not be limited to acts of God, war, strikes, lock outs, shortages of raw materials and energy, obstruction of transportation, breakdown of manufacturing equipment, cyber-attacks, fire, explosion, epidemic or pandemic (whether or not officially declared by the WHO), or acts of authorities). If, because of such circumstances, the Seller is unable to supply the total requirement of the Goods the Seller may allocate its available supply (after satisfaction of its own 3 requirements) among all of its customers, including those not under contract, as the Seller thinks fit. In the event of such circumstances the Seller shall (i) be relieved from its obligations under the Contract to the extent the Seller is prevented from performing such obligations and
(ii) shall have no obligation to procure Goods from other sources. In the event that the force majeure continues for more than three (3) months either party may terminate the Contract on 30 days’ notice.
10. Indemnity
The Buyer shall indemnify the Seller in respect of all damage or injury occurring to any person, firm, company or property and against all actions, suits, claims and demands, charges or expenses in relation to any claim made against the Seller by a third party arising out of or in connection with the supply of the Goods to the extent that such claim arises out of the breach, negligent performance, failure or delay in performance of this contract by the Buyer, its agents, employees or subcontractors.
11. Default
11.1 The Seller reserves the right (without prejudice to its other rights and remedies) either to terminate the contract between the parties or to suspend further deliveries under it or require payment in advance or require return of Goods delivered in the event that:
a) the Buyer fails to pay for any one delivery when the same becomes due; or
b) the Buyer’s financial position becomes unsatisfactory to the Seller; or
c) if notice of intention to appoint an administrator is given, or a winding up petition is presented to any court or documents are filed with any court for the appointment of an administrator or the Buyer is wound up, goes into liquidation or has an administrator, manager or receiver appointed or enters into any form of arrangement with or for the benefit of creditors or has a bankruptcy petition filed or bankruptcy order made against it or if any similar or analogous event occurs in any jurisdiction or if the Buyer is otherwise unable to pay its debts as they fall due.
12. Duty
All import duties V.A.T., taxes, and other import costs will be the Buyer’s responsibility unless otherwise dictated by the Incoterm.
13. Patents and Trademarks
No representation, warranty or indemnity is given by the Seller that the Goods do not infringe any letters patent, trademarks registered designs or other industrial rights.
14. Assignability
The Contract of which these Conditions of Sale form part is personal to the Buyer who shall not assign, transfer or otherwise deal with the benefit or burden thereof without the Seller’s written consent.
The Seller may at any time assign, transfer or otherwise deal with the benefit or burden of the Contract (and if required to do so by the Seller, the Buyer shall enter into a novation agreement in such form as the Seller shall reasonably stipulate). The Seller shall be entitled to carry out its obligations under the Contract through any agents or sub-contractors.
15. Proper Law
These Conditions of Sale and the Contract between the parties and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be construed and applied in accordance with the law of England and Wales, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 and the English Courts shall have exclusive jurisdiction in any dispute relating thereto.
16. Notices
16.1 The parties agree to electronic communication and acknowledgement that all Contracts, notices, information and other communications that the parties provide to each other electronically comply with any legal or contractual requirement that such communications be in writing.
16.2 All notices given by the Buyer to the Seller must be sent to: SBZ Corporation, Unit 13 Kendal Court, Hurricane Way, Wickford, Essex, SS11 8YB or to such other address notified to the Buyer from time to time.
16.3 The Seller may give notice to the Buyer by email. Notice will be deemed received and properly served 24 hours after an email is sent.
17. Entire Agreement
17.1 These Conditions of Sale represent the entire agreement between the parties relating to the sale and purchase of the Goods and supersede all previous agreements, arrangements and understandings between the parties relating to the sale and purchase of the Goods.
17.2 Each party acknowledges that in entering into the Contract it places no reliance on any representation, warranty or other statement relating to the subject matter of the Contract, other than as expressly set out in these Conditions of Sale.
17.3 Neither party shall have any liability or remedy in respect of any representation, warranty or other statement being false, inaccurate and/or incomplete unless it was made fraudulently or is contained in these Conditions of Sale. Nothing in these Conditions of Sale shall exclude or limit the liability of either party for a fraudulent misrepresentation.
17.4 Each party agrees that its only remedy for breach of the Contract shall be for breach of contract.
18. Contracts (Rights of Third Parties) Act 1999. Any entity which is not expressly a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract and the provisions of the Contracts (Rights of Third Parties) Act 1999 shall be expressly excluded from the Contract.
19. Data Protection
19.1 “Data Protection Laws” means any applicable law relating the processing, privacy and use of personal data, including but not limited to the General Data Protection Regulation ((EU) 2016/679); the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, each as applicable in the UK as retained EU law, and the Data Protection Act 2018.
19.2 Personal data, process, data processor, data controller, personal data breach, data protection impact assessment, supervisory authority and data subject have the meanings given to them in Data Protection Laws.
19.3 To the extent the Buyer receives or otherwise obtains or has access to personal data pursuant to or in the performance of the Contract, the Buyer shall:
a) Comply with obligations under Data Protection Laws in respect of its processing of personal data;
b) Use the personal data solely for the performance of the Contract;
c) Process personal data only in accordance with Seller’s written instructions;
d) Take appropriate technical and organisational measures to prevent unauthorised or unlawful processing or, accidental loss or destruction of or damage to the personal data;
e) Ensure that personal data is only accessible to personnel who require access to it for the performance of the Contract and are subject to a binding written contractual obligation to keep the personal data confidential;
f) Not transfer the whole or any part of the personal data outside the EEA (except to the UK) without Seller’s written consent;
g) Comply with all applicable laws relating to rectification, erasure and/or restriction of processing of personal data;
h) Promptly notify Seller of any data subject request, complaint, notice or other correspondence received in relation to personal data and deal with the same upon the Seller’s instructions;
i) Promptly notify Seller of a data breach without undue delay, however no later than 24 hours after discovery of the breach.
19.4 Buyer will not acquire ownership of or rights in the personal data and any retention right to the personal data is excluded.
19.5 Upon termination of the Contract, the Buyer shall erase all the personal data (including copies), in accordance with applicable laws.
20. Severance
If any provision of these Conditions of Sale (or part thereof) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that part shall, to the extent required, be deemed not to form part of these Conditions of Sale and the validity and enforceability of the other provisions shall not be affected.
