Sharp Business Systems UK Plc.
SBSUK will only do business, Via our Webshop, with a Buyer on the agreements of these Terms and Conditions of Sale. When a Buyer places an order with SBSUK for either Goods or Services, On the Webshop, it is placed subject to these Terms and Conditions of Sale.
1.1 In these Terms and Conditions of Sale:
1.1.1 "Buyer" means the individual, firm or company wishing to purchase Goods and/or Services from SBSUK;
1.1.2 "Consumer" means any natural person who is acting for purposes other than those of his or her trade, business or profession;
1.1.3 "Contract" means the overall agreement which forms the legal contract between the Buyer and SBSUK, and which may comprise and include some or all of the following: (i) a specifically drawn up agreement entered into between the parties, (ii) terms and conditions relating to the specific Goods and/or Services accepted by the Buyer at the time of placing an order, for example via the internet, (iii) these Terms and Conditions of Sale, (iv) any terms set out on a sales invoice, and/or (iv) SBSUK's written confirmation of an order;
1.1.4 "Data Protection Laws" means the General Data Protection Regulation 2016/679 and the Data Protection Act 2018;
1.1.5 "Goods" means such materials, items, products and other types of goods that are to be supplied by SBSUK, or our approved distributors, in accordance with the Contract;
1.1.6 "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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;
1.1.7 “OEM’ means Original Equipment Manufacturer.
1.1.8 "Services" means services, including without limitation events and courses, to be provided by SBSUK, or our approved distributors, in accordance with the Contract;
1.1.9 "Terms and Conditions of Sale" means these Universal terms and conditions of sale;
1.1.10 "SBSUK" means SHARP BUSINESS SYSTEMS UK incorporated by Royal Charter in England and Wales with number 2136901 of Northern House, Moor Knoll Lane, East Ardsley, Wakefield, WF3 2EE.
1.1.11 "SBSUK Materials" means all materials, equipment, documents and other property of SBSUK not comprising the Goods;
1.1.12 “Webshop” means SBSUK’s online platform that facilitates the purchase of ‘Goods’ to Business customers.
1.1.13 "Working Day" means a day other than a Saturday, Sunday, a public holiday in England when banks are closed for business or a University closure day;
1.1.14 "VAT" means value added tax.
1.2 Should there be any inconsistencies between any of the documents comprising the legally binding Contract between the parties, the order of precedence shall be the order set out in clause 1.1.3.
1.3 SBSUK's written confirmation of an order constitutes an acceptance by SBSUK, or our approved distributors, to provide the Goods and/or Services described in SBSUK's written confirmation.
1.4 These Terms and Conditions of Sale and any subsequent amendments to them issued by SBSUK take precedence over any order form, terms and conditions of purchase or other document issued by the Buyer.
1.5 Any marketing material, sales or advertising literature produced by SBSUK contained in SBSUK's brochures, on its websites or other printed material are produced for the sole purpose of giving an approximate idea of the Goods and/or Services referred to in them and shall not form part of the Contract or have any contractual force.
1.6 In carrying out the Services or providing Goods under this Contract, SBSUK is and shall remain an independent enterprise and shall never be deemed to be an agent, partner or employee of the Buyer.
1.7 These Terms and Conditions of Sale do not apply to Consumers or students
1.8 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.9 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.10 The headings in these Terms and Conditions of Sale are for ease of reference only and shall not be taken into account in their interpretation or construction.
1.11 In these Terms and Conditions of Sale, except where the context indicates otherwise, the singular includes the plural and vice versa.
1.12 A reference to writing or written includes emails.
2. QUALITY OF GOODS
2.1 Except where any Goods supplied by SBSUK, or our approved distributors, are identified as being "sold as seen" and/or on an "as is" basis in which case the warranties in this clause 2.1 will not apply, SBSUK, or our approved distributors, warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods shall:
2.1.1 conform in all material respects with their description provided by SBSUK, or our approved distributors,
2.1.2 be free from material defects in design, materials and workmanship; and
2.1.3 be fit for any purpose held out by SBSUK, or our approved distributors.
2.2 Subject to clause 2.3, if
2.2.1 the Buyer gives notice in writing during the warranty period within a
reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 2.1; and
2.2.2 SBSUK, or our approved distributors, is given a reasonable opportunity of examining the Goods; and
2.2.3 the Buyer (if asked to do so by SBSUK, or our approved distributors) returns such Goods to SBSUK's or our approved distributors, place of business at the Buyer's cost,
SBSUK or our approved distributor, is satisfied that the Goods are defective or otherwise do not comply with the warranty at clause 2.1, SBSUK shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
2.3 SBSUK shall not be liable for the Goods' failure to comply with the warranties in clause 2.1 if:
2.3.1 the Goods provided are of a perishable nature, in which case a warranty period of 48 hours applies;
2.3.2 in SBSUK's, or our approved distributors, reasonable opinion, the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
2.3.3 the Goods differ from their description provided by SBSUK, or our approved distributors, as a result of changes made to ensure they comply with applicable statutory or regulatory standards or requirements;
2.3.4 the Buyer alters or repairs such Goods without the written consent of SBSUK, or our approved distributors;
2.3.5 the defect arises because the Buyer failed to follow SBSUK's, or our approved distributors, oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
2.3.6 the Buyer makes any further use of the Goods after giving notice in accordance with clause 2.2.
2.4 Except as provided in this clause 2, SBSUK, or our approved distributors, shall have no liability to the Buyer in respect of the Goods' failure to comply with the warranties set out in clause 2.1.
2.5 The Buyer acknowledges that SBSUK does not manufacture the Goods (or where Goods comprise computer software does not publish or license the software) and
a. SBSUK only sells the Goods with the benefit of the OEM's warranty to the extent legally and contractually permitted to do so. The OEM's warranty is offered from the OEM on a pass-through basis to End User or directly by OEM to End User. The Buyer shall be responsible for making itself aware of the terms of the OEM's warranty prior to the Contract being formed, complyin g in all respects with the same at all times, and contacting the OEM for instructions on how to claim under the OEM's warranty process
2.6 The Warranty is in lieu of all terms whatsoever (whether expressed or implied and whether arising at common law or by statute) by WL in respect of the quality of the Goods (including, but not limited to, terms implied by sections 13 to 15 of the Sale of Goods Act 1979 (as amended)) all of which are hereby excluded to the full extent permitted by law.
3. DELIVERY, RISK AND TITLE
3.1 Any delivery dates given are estimated dates only and time is not of the essence for delivery. changed specifications or instructions may result in revised estimated delivery times.
3.2 Except where it has been agreed that the Buyer will collect the Goods from SBSUK's premises or such other location as may be advised prior to delivery, delivery of the Goods and/or Services to the Buyer shall be made to the place specified in the Contract or as subsequently agreed between the parties. If no place of delivery is specified in the Contract the Buyer will be expected to collect the Goods from SBSUK's premises.
3.3 If the Buyer requests a particular means of delivery different from that normally used by SBSUK, or our approved distributors, any additional cost will be billed to the Buyer.
3.4 Any dates quoted for delivery are approximate only and the date and/or time of delivery is not of the essence. SBSUK, or our approved distributors, shall not be liable for any delay in the delivery of the Goods and/or the performance of any Services that are caused by a Force Majeure Event, or the Buyer's failure to provide SBSUK with adequate delivery instructions, or any other instructions that are relevant to the supply of the Goods and/or the performance of the Services.
3.5 Risk of loss and damage of Goods passes to the Buyer on delivery or collection (as the case may be). If a carrier is used to deliver the Goods, delivery by SBSUK, or our approved distributors, to a carrier shall constitute delivery to the Buyer.
3.6 Title in the Goods shall not pass to the Buyer until SBSUK receives payment in full (in cash or cleared funds) for the Goods.
3.7 If the Goods are to be delivered, or the Services to be performed by instalments, the Contract will be treated as a single contract and not severable.
3.8 Until title to the Goods has passed to the Buyer:
3.9.1 SBSUK may at any time without prior notice to the Buyer repossess and resell the Goods if any of the events in clause 12.1.3 occur or if the amounts due for the Goods in question have not been paid within 30 days of the due date; and
3.9.2 the Buyer shall store the Goods in a proper manner and maintain them in satisfactory condition without charge to SBSUK and ensure they are clearly marked as belonging to SBSUK.
4. ACCEPTANCE OF GOODS
4.1 It is the Buyer's responsibility to verify the quantity and condition of the Goods upon receipt or collection (as the case may be) and, in case of non-arrival, damaged or missing items, to notify and file a claim with the carrier and inform SBSUK in writing within 24 hours of receipt (retaining all relevant packaging and documentation). Save in the circumstances referred to above, and subject to the provisions set out in clause 2.1 (warranty period), the Buyer will be deemed to have accepted the Goods.
4.2 Any damaged or missing items must be noted by the Buyer on the delivery note prior to acceptance of the Goods.
4.3 Any Goods marked as unchecked/unexamined on the Delivery note will not be accepted for claims outside of the specified period see clause 4.4.
4.4 If the Buyer believes that the Goods are defective and it has informed SBSUK within 24 hours of receipt or collection (as the case may be) of the Goods, and if SBSUK is satisfied that the fault can reasonably be shown to have arisen before the Goods left SBSUK's premises, SBSUK will at its sole discretion either refund the price for the defective Goods in full, or provide an equivalent replacement. SBSUK reserves the right to request that the Buyer returns the Goods at its own cost before refunding the price or providing an equivalent replacement.
5. SUPPLY OF SERVICES
5.1 SBSUK, or our approved distributors, shall use all reasonable endeavours to meet any performance dates for the Services specified in the Contract, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
5.2 SBSUK, or our approved distributors, shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and SBSUK shall notify the Buyer in any such event.
6.1 . All returns of Goods can only be made, and will only be accepted by SBSUK if they comply with the following:
(a) prior authorisation must be obtained from SBSUK via SBSUK’s after sales management process or such other method as SBSUK may advise. Such prior authorisation shall be given at SBSUK’s sole discretion;
(b) the Goods must be properly and securely packed with the relevant returns reference and document attached and either be delivered to the address on the authorisation under Clause 6.1(a)
(c) for non-faulty Goods, the Goods must be in a saleable condition, unopened and with seals intact;
(d) the Goods must be accompanied by a list of the Goods; and
(e) for faulty Goods, the Goods must be in breach of the warranty in Clause 2 above.
6.2 SBSUK reserves the right to reject any Goods which do not comply with the conditions set out in Clause 6.1. If SBSUK agrees to accept any non-faulty Goods returned which are not in a saleable condition, SBSUK reserves the right to charge the cost to the Buyer of bringing the non-faulty Goods into a saleable condition.
6.3 SBSUK reserves the right to test all Goods returned as faulty and to return to the Buyer (at the Buyer’s expense) any Goods found not to be faulty. SBSUK also reserves the right to levy an additional reasonable charge to cover the cost of such testing.
6.4 SBSUK reserves the right to levy a reasonable administration charge in respect of the rotation of Goods and returns.
7. PRICES, TAX AND INVOICING
7.1 The prices invoiced for the Goods and/or Services ordered by the Buyer are those in effect on the date the Buyer's places its order. No discount will be apportioned after the sale is confirmed.
7.2 The price shall be exclusive of VAT and any delivery charges, unless specifically stated otherwise.
7.3 Where any taxable supply for VAT purposes is made under the Contract by SBSUK to the Buyer, the Buyer shall, on receipt of a valid VAT invoice from SBSUK, pay to SBSUK such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment for the supply of the Services or Goods.
7.4 VAT and delivery charges, where applicable, shall be shown separately on all invoices.
7.5 SBSUK shall be entitled to invoice the Buyer at any time after acceptance of the Buyer's order has been confirmed in writing by SBSUK.
7.6 All payments to be made by the Buyer for the Goods and/or Services shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. If a Buyer is compelled to make any such deduction, it will pay to SBSUK such additional amounts as are necessary to ensure receipt by SBSUK of the full amount which it would and should have received but for the deduction.
8. PAYMENT AND RECOVERY OF AMOUNTS DUE
8.1 Unless a different payment date is stated on the sales invoice, payment is due in full within 30 days of the invoice date.
8.2 Payment methods will be communicated on the invoice.
8.3 In the event of late payment, SBSUK reserves the right to take some or all of the following actions at SBSUK's sole discretion at any time during the period that payment is outstanding:
8.3.1 SBSUK may refer the Buyer's debt for action in the County Courts. This could result in the Buyer having to pay Court costs and Court fees (or other fees) as directed by the County Court;
8.3.2 where applicable, SBSUK may charge the Buyer interest on the outstanding balance at 8% above the Bank of England base rate in force from time to time together with the fixed cost for recovery of late payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1988.
8.4 SBSUK may charge the Buyer for its reasonable costs incurred by SBSUK in recovering the debt, including trace fees, process server fees, other agents fees, administration costs and court costs plus all legal costs incurred by SBSUK.
8.5 Failure to pay the amount(s) due pursuant to the Buyer's order in full may also result in the order being cancelled, Goods not being delivered and/or the Services not being provided, or only provided in part, or being delayed, at SBSUK's sole discretion.
9. USE OF WEBSITES
9.1 The Buyer:
(a) shall not and shall ensure that its administrator and users do not pass any login user details for any of the Webshop to third parties or unauthorised personnel under any circumstances as the use of the login details on a Webshop which have been issued to the Buyer by SBSUK (including an administrator or user through the Webshop) will be deemed to be evidence that the Buyer authorises the Orders and information placed on Webshop;
(b) shall ensure that all information held on Webshop about the Buyer, including the details of the administrator, the users, the postal and delivery addresses, are up to date at all times as SBSUK is not liable for any inaccuracies in the information provided by the Buyer on the Webshop; and
(c) acknowledges and agrees that SBSUK may, at any time, take steps to validate users added to any Websites.
9.2 SBSUK will not be liable for any losses or damages resulting from Websites being unavailable. Whilst SBSUK endeavours to provide 24 hours a day access to Webshop, SBSUK reserves the right to suspend any Webshop operation, temporarily or permanently and without prior notice. SBSUK shall not be liable for any losses which result due to technical incompatibilities or system errors of Websites.
9.3 SBSUK reserves the right to monitor the usage of its Webshop to ensure compliance with these Conditions. If SBSUK determines, at its sole discretion, that the Buyer is in breach of these Conditions, or, is misusing a Webshop, SBSUK may withdraw and/or amend access immediately and without prior notice.
10. LIMITATION OF LIABILITY
10.1 Nothing in these Terms and Conditions of Sale shall limit or exclude SBSUK's liability for:
10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors;
10.1.2 fraud or fraudulent misrepresentation;
10.1.3 any matter in respect of which it would be unlawful for SBSUK to exclude or restrict liability.
10.2 Subject to clause 10.1:
10.2.1 SBSUK shall under no circumstances whatever be liable to the 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 the Contract; and
10.2.2 SBSUK's total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount equivalent to the price of the Goods and/or Services.
10.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
11. INTELLECTUAL PROPERTY
11.1 All pre-existing Intellectual Property Rights utilised in the delivery of this Contract shall remain with the original owner and shall not be transferred by the operation of this Contract, unless specifically agreed otherwise in writing.
11.2 Subject to clause 11.1, all Intellectual Property Rights in, arising out of, or in connection with the Goods and/or Services shall be owned by SBSUK (or its licensors if applicable), unless specifically agreed otherwise in writing between the parties.
11.3 All University Materials are the exclusive property of SBSUK (or its licensors), including without limitation all Intellectual Property Rights therein.
12. CONFIDENTIALITY, DATA PROTECTION AND FREEDOM OF INFORMATION
12.1 Subject to clause 12.2, both parties shall treat all information that they have access to as a result of this Contract as confidential and shall not disclose it to any other party without the written authority of the other party, unless required to do so by law, or unless such information is already in the public domain through no fault of the receiving party.
12.2 The Buyer accepts that SBSUK may be required under the Freedom of Information Act 2000 and the Environmental Information Regulations 2004 to disclose such any information provided by the Buyer to other parties. In such cases, the Buyer accepts that SBSUK will not be held liable for any resulting impacts to the Buyer's business incurred as a result of such disclosure.
12.3 The Parties do not intend to transfer any personal data to each other further to the Contract. Should the circumstances change and the parties do intend to transfer personal data to each other, the parties shall enter into a data processing agreement setting out the obligations and responsibilities of the parties further to the Data Protection Laws. Notwithstanding the forgoing, the parties agree that any personal data processed pursuant to the Contract will be processed fairly and lawfully by the parties in accordance with the Data Protection Laws. Each party warrants that it has in place and undertakes to observe appropriate technical and contractual measures to ensure the security of the personal data and to guard against unauthorised or unlawful access to or processing of the personal data and against accidental loss or destruction of, or damage to, the personal data.
12.4 The provisions of this clause 10 shall apply both during and after its termination.
13. FORCE MAJEURE
13.1 For the purposes of this Contract a Force Majeure Event means an event beyond the reasonable control of SBSUK, or our approved distributors, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or sub-contractors.
13.2 SBSUK, or our approved distributors, shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
13.3 If the Force Majeure Event prevents SBSUK, or our approved distributors, from providing any of the Services and/or Goods for more than four weeks, SBSUK shall without limiting its other rights and remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.
14.1 The Contract shall be terminated if:
14.1.1 either party is in breach of the Contract, where such breach is incapable of remedy;
14.1.2 either party is in breach of the Contract, where such breach is capable of remedy but after being given a reasonable period to rectify the breach, the party in breach fails to do so;
14.1.3 either party becomes insolvent or makes an arrangement with its creditors (or being an individual) becomes bankrupt or (being a company) has an administrative receiver of an administrator appointed or commences to be wound up (other than for the purposes of bona fide solvent amalgamation or reconstruction); or
14.1.4 there is a change in "control" (within the meaning in Section 416 Income and Corporate Taxes Act 1988) of a party;
14.1.5 either party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business.
14.2 Without limiting its other rights or remedies, SBSUK may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under this Contract on the due date for payment.
14.3 Without limiting its other rights or remedies, SBSUK may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Buyer and SBSUK if the Buyer fails to pay any amount due under this Contract on the due date for payment, the Buyer becomes subject to any of the events listed in clause 14.1, or if SBSUK reasonably believes that the Buyer is about to become subject to any of them.
14.4 The Contract should state any applicable duration of the agreement. Where no duration is noted, the Contract shall be considered terminated by both parties following the supply of the Goods or performance of the Services described in the Contract.
14.5 On termination of the Contract for any reason:
14.5.1 the Buyer shall immediately pay to SBSUK all of SBSUK's outstanding unpaid invoices and any interest due, and in respect of Services supplied but for which no invoice has yet been submitted, SBSUK shall submit an invoice, which shall be payable by the Buyer immediately upon receipt;
14.5.2 the Buyer shall return (or at SBSUK's direction securely destroy) all of SBSUK Materials and any confidential information;
14.5.3 the accrued rights and remedies of the parties as at termination shall not be affected;
14.5.4 conditions which expressly or by implication are to have effect after termination shall continue in full force and effect.
14.6 If the parties are unable to reach agreement on a dispute or disagreement arising from the Contract, the matter shall be referred to an independent arbitrator. The arbitrator shall be agreed on by the Buyer and SBSUK within thirty days, or in default of such an agreement, be nominated by the President of the Law Society of England and Wales.