Focus SB | Terms and Conditions of Sale

FOCUS SB LTD

WEBSITE TERMS & CONDITIONS

(1) Introduction
These terms of use govern your use of our website; by using our website, you accept these terms of use in full. If you disagree with these terms of use or any part of these terms of use, you must not use our website.

(2) Intellectual Property Right
Unless otherwise stated, we or our licensors own the intellectual property rights in the website and material on the website. Subject to the licence below, all these intellectual property rights are reserved.

(3) Licence to use website
You may view, download for caching purposes only, and print pages from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms of use.

You must not:

(a) republish material from this website (including republication on another website);

(b) sell, rent or sub-license material from the website;

(e) edit or otherwise modify any material on the website; or

(f) redistribute material from this website except for content specifically and expressly made available for redistribution (such as our newsletter).

(4) Acceptable use
You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent.

You must not use our website to transmit or send unsolicited commercial communications.

You must not use our website for any purposes related to marketing without our express written consent.

(5) Restricted access
Access to certain areas of our website is restricted. We reserve the right to restrict access to other areas of our website, or indeed our whole website, at our discretion.

If we provide you with a user ID and password to enable you to access restricted areas of our website or other content or services, you must ensure that that user ID and password is kept confidential.

We may disable your user ID and password in our sole discretion without notice or explanation.

(6) Limited warranties
Whilst we endeavour to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on the website is kept up-to-date.

To the maximum extent permitted by applicable law we exclude all representations, warranties and conditions relating to this website and the use of this website (including, without limitation, any warranties implied by law of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).

(7) Limitations of liability
Nothing in these terms of use (or elsewhere on our website) will exclude or limit our liability for fraud, for death or personal injury caused by our negligence, or for any other liability which cannot be excluded or limited under applicable law.

Subject to this, our liability to you in relation to the use of our website or under or in connection with these terms of use, whether in contract, tort (including negligence) or otherwise, will be limited as follows:

(a) to the extent that the website and the information and services on the website are provided free-of-charge, we will not be liable for any loss or damage of any nature;

(b) we will not be liable for any consequential, indirect or special loss or damage;

(c) we will not be liable for any loss of profit, income, revenue, anticipated savings, contracts, business, goodwill, reputation, data, or information;

(d) we will not be liable for any loss or damage arising out of any event or events beyond our reasonable control;

(8) Variation
We may revise these terms of use from time-to-time. Revised terms of use will apply to the use of our website from the date of the publication of the revised terms of use on our website. Please check this page regularly to ensure you are familiar with the current version.

(9) Entire agreement
These terms of use, together with our privacy policy, constitute the entire agreement between you and us in relation to your use of our website, and supersede all previous agreements in respect of your use of this website.

(10) Law and jurisdiction
These terms of use will be governed by and construed in accordance with English law, and any disputes relating to these terms of use will be subject to the exclusive jurisdiction of the courts of England and Wales.

(11) Registrations and authorisations
Our VAT number is GB683399483

(12) Our details
The full name of our company is The Wandsworth Group Ltd.

We are registered in England under registration number 4113926

Our registered address is Focus SB Ltd, Napier Road, Castleham Industrial Estate, St Leonards-on-Sea, East Sussex, TN38 9NY

You can contact us by email at sales@focus-sb.co.uk

FOCUS SB LTD

TERMS & CONDITIONS OF SALE

In these conditions:

1.1 ‘the Buyer’ shall mean the person, firm or company who places an order with Focus SB to buy Goods and whom Focus SB agrees to supply;

1.2 ‘Focus SB’ shall mean Focus SB Ltd, a company registered in England under number 4113926 with registered office at Napier Road, Castleham Industrial Estate, St Leonards on Sea, East Sussex, TN38 9NY;

1.3 ‘the Goods’ shall mean any goods sold or to be sold by Focus SB which are subject of an order by the Buyer whether or not on Focus SB’s standard order form and which Focus SB agrees to sell to the Buyer;

1.4 ‘working day’ shall mean any day other than (i) a Saturday, (ii) a Sunday or (iii) a day when the clearing banks are not open for business in the City of London;

1.5 words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include every gender and references to persons shall include an individual, company, corporation, firm or partnership.

2. Any order by the Buyer for Goods from Focus SB is deemed to incorporate these terms and conditions to the exclusion of any terms and conditions submitted by or on behalf of the Buyer (whether in writing, by e-mail, orally or in whatever form). Unless specifically accepted by a Director of Focus SB in writing, no variation or modification of or substitution for those terms and conditions shall be binding on Focus SB and any other proposed terms and conditions shall be void.

3. A binding contract for the supply of Goods by Focus SB shall be formed when Focus SB accepts (whether in writing, by e-mail, orally or in whatever form) an order made by the Buyer for Goods (also whether in writing, by e-mail, orally or in whatever form).

4. If any provision of these terms and conditions is held by a competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and conditions and the remainder of the provision in general shall not be affected thereby.

5 Prices are determined by reference to Focus SB’s standard price list current at the date of the order by Focus SB subject always to extra charges where applicable for special non-standard services. Focus SB reserves the right at any time without notice to change its standard price list of the Goods in respect of Goods not yet ordered.

5.1 All prices given by Focus SB are carriage paid and with no extra cost for packing. However, for any orders where delivery is to a destination outside of the mainland United Kingdom or due to geographical location additional external costs are incurred (e.g. Isle of Wight, Isle Of Man, Scilly Isles etc) where Focus SB's total sale price of the Goods under the order is less than £200 nett (exclusive of VAT and all other sales, export and import taxes) there is a charge for carriage.

5.2 The price (as set out on the published Focus SB Price List from time to time) is exclusive of any applicable value added tax, sales, import and export taxes and the Buyer shall be additionally liable to pay Focus SB any such applicable taxes at the same time as payment for the Goods.

6 The Buyer shall pay the price of the Goods (less any discounts to which the Buyer is entitled but without any other deduction) by the due date. Unless otherwise agreed in or before the Buyer's order, payment shall be due by the end of the month after the month of the date of Focus SB's invoice. The time of payment of the price shall be of the essence of the contract.

6.1 The Buyer shall pay all sums due to Focus SB in full without any set-off, deduction or withholding whatsoever.

If payment of any sum due hereunder is not made on the due date then, without prejudice to any other right or remedy available to Focus SB (whether under the contract or by any statute, regulation, law or bye-law), Focus SB shall be entitled to:

6.2.1 charge the Buyer interest (both before and after any judgement) on the amount due but unpaid at the rate of 8 per cent per annum above the official dealing rate of the Bank of England from time to time from the due date until payment, such interest to run from day to day and to be compounded monthly;

6.2.2 sell or otherwise dispose of any Goods which are subject of any order by the Buyer and apply the proceeds of sale to the overdue payment; and

6.2.3 suspend or cancel any contract for the sale of Goods to the Buyer.

7 Subject to informing the Buyer, Focus SB may make changes or improvements to the Goods before delivery. All descriptions, representations, specifications, samples, colours, illustrations and other particulars furnished or made orally by Focus SB or on its websites, catalogues, trade literature, price lists or other documents issued by Focus SB are given for general information purposes only and the Buyer has not made an order in reliance upon any of them.

7.1 Packaging of the Goods shall be in accordance with Focus SB's customary packaging practices.

7.2 Delivery of the Goods shall take place at the Buyer’s premises or at such other location as the Buyer shall have notified Focus SB in writing in or before the Buyer's order. The Buyer shall ensure that it is ready for safe receipt of the Goods without undue delay.

7.3 Any dates quoted for delivery of the Goods are approximate only and Focus SB shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously expressly agreed by a Director of Focus SB in writing.

7.4 Partial delivery shall be permitted. Although Focus SB will endeavour to deliver the Goods under an order together, Focus SB may deliver the Goods by instalments and may invoice the Buyer for each delivery. Delay, default or non-delivery of any instalment shall not entitle the Buyer to cancel the remainder of the order.

7.5 If delivery is delayed through the Buyer's default or the Buyer wrongfully declines or delays in accepting delivery, Focus SB may (without prejudice to any other right or remedy available to it) do all or any of the following:

•charge a reasonable storage fee and any costs incurred by Focus SB;

•sell the Goods for Focus SB's account; and

7.5.3 Cancel any Goods that remain to be delivered to the Buyer under any order.

8 No contract between Focus SB and the Buyer shall be a sale by sample.

8.1 Focus SB warrants that the Goods will be delivered to the Buyer in the quantities ordered and that the Goods will for twelve months from delivery be free from material defects or damage caused solely by faulty materials or poor workmanship.

8.2 Focus SB shall at its option repair, replace or provide a refund for Goods that are lost or damaged in transit. The Buyer shall upon delivery examine the Goods. The Buyer shall promptly (but in any event within 3 working days of delivery or expected delivery) notify Focus SB in writing of any apparent damage, defect, shortage or non-arrival. In default of such written notification Focus SB shall be deemed conclusively to have properly performed its obligations in relation to the sale of the Goods.

8.3 Inconsistencies in finish cannot be guaranteed due to the nature of the manufacturing process. Replacements will be provided only if after inspection by Focus SB the finish is found to be outside of tolerable levels.

8.4 In respect of any Goods which are damaged or defective, Focus SB shall at its option repair, replace, or refund to the Buyer an appropriate portion of the purchase price of, the Goods.

8.4.1 Focus SB's liability for defective or damaged Goods under 8.4 are subject to:

8.4.2 Goods being returned within their warranty period.

8.4.3 prompt (and in any event within 7 working days of the Buyer's discovery) written notification by the Buyer to Focus SB of the defect or damage;

8.4.4 Any goods returned as faulty being assessed by the manufacturer to confirm the fault.

8.4.5 showing to Focus SB's reasonable satisfaction that the defect or damage is solely attributable to defective materials or workmanship in the Goods and not wear and tear from normal use or the combination or incompatibility of the Goods with any other materials or products or post-delivery installation or moving of the Goods;

8.4.6 following delivery, the Goods not having been misused or subjected to neglect, improper or inadequate care, carelessness, abnormal usage conditions, or involved in any accident, repair, replacement, servicing or modification or dealt with contrary to any instructions of Focus SB;

8.4.7 the Buyer allowing Focus SB the opportunity to inspect the Goods;

8.4.8 the Buyer returning the Goods to Focus SB's premises or any other place stipulated by Focus SB carriage and insurance paid at the Buyer's risk and carefully packed to avoid damage in transit (and section 36 of the Sale of Goods Act 1979 shall not apply);

8.4.9 the Buyer having paid for the Goods in full; and

8.4.10 the Buyer having complied with all reasonable instructions of Focus SB.

8.5 No unauthorised returns can be accepted. For the avoidance of doubt, the Goods are not supplied on a sale or return basis. If the Buyer makes an invalid claim or if the Buyer treats the Goods other than in accordance with this Condition 8, Focus SB may charge the Buyer for its charges and costs in examining the Goods and dealing with the claim plus its costs of storage.

8.6 If the Buyer makes a valid claim and Focus SB returns or replaces the Goods, Focus SB will pay for the cost of return to the original point of delivery. Delivery of the return shall be at the Buyer's risk.

8.7 Focus SB does not exclude or limit its liability for its fraud or death or personal injury caused by its negligence or any liability which it cannot exclude or limit at law. In respect of all other claims by the Buyer (whether in contract, tort or otherwise), the total liability of Focus SB to the Buyer will be limited to the value of the order in respect of which the claim was made and Focus SB's liability will not extend to consequential loss even if such loss was reasonably foreseeable or Focus SB had been advised of the Buyer incurring such loss.

8.8 This condition 8 sets out the entire liability of Focus SB to the Buyer in respect of lost, damaged, defective or late Goods and shall apply in lieu of all conditions, warranties or obligations which would otherwise be implied by statute, common law or otherwise, all of which are excluded to the fullest extent permitted by law.

9 Title to the Goods shall remain with Focus SB and shall not pass to the Buyer until payment in full for the same and all other Goods agreed to be sold by Focus SB to the Buyer for which payment is then due has been received by Focus SB.

9.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when Focus SB has tendered delivery of the Goods.

9.2 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as Focus SB’s fiduciary agent and bailee, and shall keep the Goods in good condition and separate from those of the Buyer and third parties (and without mixing or incorporating with any other goods, materials or substances) and properly stored, protected and fully insured with a reputable insurance company and identified as Focus SB’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to Focus SB for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including (but not limited to) insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

9.3 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), Focus SB shall be entitled at any time to require the Buyer to deliver up the Goods to Focus SB and, if the Buyer fails to do so forthwith, to enter upon any premises owned or occupied by the Buyer or any third party where the Goods are stored and repossess the Goods and the Buyer hereby gives Focus SB an irrevocable licence for that purpose.

9.4 The Buyer shall not be entitled to deposit or in any way charge by way of security for any obligation (monetary or otherwise) any of the Goods, which remain the property of Focus SB, but if the Buyer does so all moneys owing by the Buyer to Focus SB shall (without prejudice to any other right or remedy of Focus SB) forthwith become due and payable.

10 Focus SB shall not be liable to the Buyer or be deemed to be in breach of the agreement to supply Goods by reason of any delay in performing, or any failure to perform, any of Focus SB’s obligations in relation to the Goods if the delay or failure was due to any cause beyond Focus SB’s reasonable control, regardless of whether the circumstances in question could have been foreseen. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Focus SB’s reasonable control:

10 Acts of God, explosion, flood, tempest, fire or accident;

10.1 war or threat of war, sabotage, insurrection, civil disturbance or requisition;

10.1.1 acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

10.1.2 import or export, regulations or embargoes;

10.1.3 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Focus SB or of a third party);

10.1.4 difficulties in obtaining materials, labour, fuel, parts or machinery; or

10.1.5 power failure or breakdown in machinery.

10.2 If Focus SB's performance is delayed, the Buyer shall nevertheless accept performance as and when Focus SB shall be able to perform.

10.3 If Focus SB has contracted to provide identical or similar Goods to more than one Buyer and is affected by an event beyond its reasonable control, Focus SB may decide which contracts it will honour and to what extent.

11 If:

11.1 The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

11.1.1 an encumbrancer takes possession, or a receiver is appointed of any of the property or assets of the Buyer; or

11.1.2 the Buyer ceases, or threatens to cease, to carry on business; or

11.1.3 the Buyer is unable to pay its debts as they fall due;

11.1.4 or Focus SB reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly;

then without prejudice to any other right or remedy available to it, Focus SB shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

12 Any notice or other communication under these conditions shall be in writing and served by personal delivery, or by first-class pre-paid post or recorded delivery letter (if to an address in the same country), or overnight courier, to the address of the other last known to the sender. Notices by post shall be deemed served two working days after posting if sent by post or overnight courier.

12.1 The validity, construction and performance of this agreement shall be governed by English Law. Any dispute, claims or proceedings of whatever nature between the Buyer and Focus SB in connection with or arising out of the validity, construction or performance of this agreement shall be subject to the non-exclusive jurisdiction of the High Court of Justice in England and Wales to which the Buyer and Focus SB irrevocably submit.

•Nothing in these conditions is intended to give any third parties any rights to enforce any term.