Terms & Conditions

Southbourne Rubber Ltd - Terms & Conditions of Sale

For pre 17th Feb Terms & Conditions of Sale - click here

All orders which are accepted, are accepted by Southbourne Rubber Company Limited (“SBR”) (company number 03068763) with registered office address: 29 Aston Road, Waterlooville, Hampshire P07 7XJ) and will be subject to these Conditions. Unless specifically agreed otherwise in writing, these Conditions (and the documents referred to in these Conditions) apply to the Contract to the exclusion of any other terms that Customer may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

1. INTERPRETATION

1.1. Definitions

In these Conditions, the following definitions shall apply:

“Conditions” shall mean these terms and conditions of sale and any special terms and conditions agreed in writing between SBR and Customer;

Confidential Information” shall mean any information of a confidential nature concerning the business, affairs, customers, clients, or suppliers of a party or of any member of its group, including information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers;

“Contract” shall have the meaning given to it in clause 2.3;

“Customer” shall mean the person who or firm that purchases the Goods or Services from SBR;

“Customer Specification” shall mean a specification setting out Customer's requirements for Goods;

“Force Majeure Event” shall mean an event or circumstance, the cause of which is beyond SBR's reasonable control, including but not limited to acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions and import or export restrictions, quota's or prohibitions, breaking off of diplomatic relations, nuclear, chemical or biological contamination, sonic boom, maritime incidents and disruptions, including lost cargo and piracy, any law or any action taken by a government or public authority, including failing to grant a necessary licence or consent, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts or any non-performance by suppliers or subcontractors or interruption or failure of any utility service;

“Goods” shall mean any items which have been manufactured or procured by SBR to Customer’s specific order, design or specification as contained within a Customer Specification, or to any industry standards provided by Customer to SBR;

“Intellectual Property Rights” shall mean any patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets), 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, any rights and all similar or equivalent rights or forms of protection that subsist now or will subsist in the future in any part of the world;

“Order” means Customer's order as described at clause 2.1;

“Order Confirmation” shall have the meaning given to it in clause 2.3;

“Services” shall mean services such as consultancy, training related to Goods and technical support, as agreed with Customer in accordance with clause 7.1;

“Value Added Tax” shall mean value added tax or similar sales tax chargeable in respect the supply of Goods and Services;

“Warranty Period” shall mean the standard warranty period for the Goods and Services provided for, by SBR to Customer. For the avoidance of doubt, all warranty periods shall start upon the date of delivery in relation to the Goods or the date of performance of the Services unless otherwise agreed in writing by SBR.

1.2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3. A reference to a party includes its successors and permitted assigns.

1.4. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

1.5. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

1.6. A reference to writing or written excludes fax and email.

2. ORDERS

2.1. An Order constitutes an offer by Customer to purchase Goods or Services in accordance with these Conditions.

2.2. Customer is responsible for ensuring that the terms of any Order are complete and accurate.

2.3. An Order shall only be deemed to be accepted when SBR issues an Order Confirmation, at which point a Contract shall come into existence between Customer and SBR.

2.4. Unless otherwise agreed in writing, any samples, drawings, or advertising produced by SBR, and any illustrations provided by SBR are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract between SBR and Customer. SBR shall be under no liability whatsoever for inaccuracies, changes or alterations in dimensions or measurements given.

3. GOODS

3.1. Where SBR supplies any Goods to Customer then:

(a) the price for the supply of Goods shall be as set out in SBR's formal quotation or otherwise advised to Customer by SBR in writing;

(b) if any testing of the Goods is required by Customer, Customer shall notify SBR in advance prior to the Order Confirmation. Customer shall indemnify SBR and keep SBR fully and effectively indemnified from and against all liabilities, costs, expenses, damages, and losses including any interest, penalties, and legal and other professional costs and expenses suffered or incurred by SBR, arising out of or in connection with any testing of the Goods requested by Customer. This indemnification includes, but is not limited to, any claims made against SBR relating to such testing, provided that Customer has not notified SBR of its testing specification, including the full provision by Customer of any standards, specifications, information required for such testing;

(d) Customer shall have full responsibility for ensuring the accuracy and completeness of Customer Specification. Customer shall be liable for all drawings, specifications and/or instructions issued to SBR either as part of the Customer Specification or issued pursuant to the Contract and shall indemnify and keep indemnified SBR against all losses, claims, demands, actions, costs, expenses and liabilities directly or indirectly arising out of any error in or omission from such drawings, specifications and instructions and against all costs claims demands and expenses whatsoever in respect of the infringement or potential infringement of any Intellectual Property Rights arising out of SBR’s use of such drawings, specifications and/or instructions;

(e) If appropriate, Customer shall provide any and all materials as required for the Goods. SBR shall not be liable for loss of, or damage to, any such materials during fabrication by SBR or by any sub-contractor employed by SBR or whilst on the premises of SBR or of any such sub-contractor or in transit to or from the premises of SBR or of any such sub-contractor. SBR may at its sole discretion make a contribution towards the replacement costs of such materials;

(f) Customer shall indemnify SBR and keep SBR fully and effectively indemnified from and against all liabilities, costs, expenses, damages and losses and all interest, penalties and legal and other professional costs and expenses suffered or incurred by SBR in connection with any claim made against SBR by any third party for any actual or alleged infringement of that third party's Intellectual Property Rights arising out of or in connection with SBR’s use of Customer’s Specification and the manufacture and/or supply of Goods;

(g) if Customer wishes to amend Customer Specification, it shall notify SBR in writing. SBR will consider the requested change, including the practicalities of such requested change and the impact on the price and these Conditions and on timings for manufacture and delivery. SBR shall only act in accordance with any amended Customer Specification if SBR and Customer agree any such consequential amendments in writing;

(h) SBR reserves the right to amend Customer Specification if such changes do not materially affect the quality or functionality of the Goods or if required to ensure compliance with any applicable statutory or regulatory requirements;

(i) once an Order has been accepted by SBR for the supply of Goods there is no right of cancellation and Customer shall remain liable for the full price of the Goods notwithstanding any purported cancellation by Customer.

4. DELIVERY OF GOODS

4.1. Customer shall ensure that it provides full and accurate delivery instructions to SBR, along with any other instructions which are relevant to the delivery of the Goods.

4.2. SBR may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle Customer to cancel any other instalment.

4.3. Delivery terms (including any applicable Incoterm) which will apply shall be set out in the Order Confirmation. Where SBR is arranging delivery and/or shipping, unless otherwise agreed in writing, shipment shall be made by a carrier of SBR’s choice. If no specific delivery terms are set out in an Order Confirmation, the Incoterm (Incoterms 2020) shall be Ex Works.

4.4. SBR's Order Confirmation will set out an estimated date for delivery or shipment (in the case of export sales) and whilst SBR will make reasonable efforts to meet the delivery date, no guarantee of the delivery date is given and time for delivery shall not be of the essence.

5. NON-DELIVERY

5.1. Delays in the delivery of an Order shall not entitle Customer to:

(a) refuse to take delivery of the Order;

(b) claim damages; or

SBR shall have no liability for any failure or delay in delivering an Order to the extent that any such failure or delay is caused by Customer's failure to comply with its obligations under these Conditions.

5.2. If Customer fails to take delivery of an Order, then, except where that failure or delay is caused by SBR's failure to comply with its obligations under these Condtions or a Force Majeure Event:

(a) delivery of the Order shall be deemed to have been completed at 9.00 am on the estimated delivery date;

(b) SBR shall store the Order until Customer takes possession of the Order, and charge Customer for all storage and related costs and expenses (including insurance) or;

(c) SBR may resell the Goods and charge Customer for any shortfall below the price payable by Customer for the Goods and, in addition, may charge Customer for any reasonable storage and selling costs incurred by SBR.

5.3. Written notification of non-delivery of Goods must be given within 10 days of the estimated delivery date. If Customer fails to provide such written notice in accordance with these Conditions, then the Goods shall be deemed to have been delivered, free of defects, to Customer.

6. ACCEPTANCE AND RETURNS

6.1. Customer may reject any Goods delivered to it that do not comply with clause 10.1, provided that a notice of rejection is given to SBR:

(a) in the case of a defect that is apparent on normal visual inspection, within 10 working days of delivery; and

(b) in the case of a latent defect, as soon as reasonably practicable following the latent defect becoming apparent.

6.2. SBR shall not be liable for Goods failure to comply with the warranty set out in clause 10 in any of the following circumstances:

(a) Customer makes any further use of the Goods after giving notice in accordance with this clause 6;

(b) the defect arises because Customer or any other third party failed to follow SBR’s instructions;

(d) Customer or any third party alters or repairs the Goods without the prior written consent of SBR;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;

(f) the defect arises as a result of defects or failures of Goods or systems into which the Goods are incorporated;

(g) the defect arises as a result of the Goods being incorporated or combined with a third party's product or system;

(h) the Goods differ from their description or an agreed Customer Specification as a result of SBR making changes to ensure compliance with applicable statutory or regulatory requirements; and

(i) the defect arises from the Customer’s failure to maintain the Goods in appropriate and suitable conditions necessary for the Goods and their intended use.

6.3. If Customer rejects any Goods under these Conditions, SBR shall at its option and as Customer's sole remedy, either repair or replace the Goods. Once SBR has complied with Customer's request, it shall have no further liability to Customer for the rejected Goods' failure to comply with clause 10.

6.4. Returns are accepted only if SBR gives its prior written consent (at its sole discretion). Unless otherwise agreed, If SBR gives such consent, such returns must be sent to SBR freight pre-paid (DDP, Incoterms 2020) and any other costs and Goods must be in an unused and undamaged condition and accompanied by relevant invoice details.

6.5. All returns are made at Customer’s own risk and will be subject to a handling charge of an amount equal to fifteen percent (15%) based on the price charged to Customer as a reflection of SBR's handling and re-stocking costs.

7. SERVICES

7.1. Unless agreed otherwise in writing, where SBR provides any Services, the scope of those Services shall be set out in SBR's Order Confirmation and SBR shall supply the Services to Customer in all material respects in accordance with any Specification for the Services agreed in writing between SBR and Customer. SBR shall use reasonable efforts to perform the Services in accordance with timescales agreed in writing between SBR and Customer but such performance dates shall be estimates only and time for performance of Services shall not be of the essence. Upon the issuing of an Order Confirmation for Services, a Contract shall come into force and no cancellation or amendments shall be permitted unless SBR gives its prior written consent (at its absolute discretion). Any cancellations or amendments agreed to by SBR will be on the basis that Customer pays such cancellation charges as SBR notifies to Customer.

7.2. SBR reserves the right to make changes to any agreed Services which do not materially affect the nature or quality of the Services or which are necessary to enable compliance with any applicable law or safety requirement.

7.3. Customer shall provide SBR with all such information and materials as SBR may reasonably require in order to supply the Services and shall ensure that such information is complete and accurate.

7.4. If SBR’s performance of the Services is prevented, hindered or delayed by any act or omission by Customer or its customers or failure by Customer or its customers to perform any relevant obligation, SBR shall have the right to suspend performance of the Services until any such failure is remedied. SBR shall not be liable for any costs or losses sustained or incurred by Customer or its customers arising directly or indirectly from any resulting failure or delay by SBR. Customer shall indemnify SBR and keep SBR fully and effectively indemnified from and against any additional liabilities, costs and expenses incurred by SBR as a result of any act, omission or failure by Customer or its customers.

8. PRICE AND PAYMENT

8.1. The price shall be the price set out on SBR's invoice and is exclusive of VAT where applicable, which shall be at the rate applicable on the date of SBR's invoice. For the avoidance of doubt SBR reserves the right to make changes to all documents (including invoices) issued to Customer for pricing errors, clerical errors or omissions upon written notice to Customer and prior to shipment. SBR reserves the right to amend the price and payment terms by providing Customer with 14 days written notice.

8.2. SBR shall be entitled to invoice Customer for each Order on or at any time after delivery. Customer shall pay invoices in full and in cleared funds by the invoice due date. Payment shall be made to the bank account nominated in writing by SBR.

8.3. Interest on overdue invoices shall accrue from the date when payment becomes due, from day to day, until the date of payment at the rate of 5% per annum over the Bank of England’s base rate. SBR reserves the right to issue legal proceedings on the basis of late payment. All pre-action costs associated with late payment may be recovered from Customer by SBR.

8.4. SBR reserves the right to charge a minimum product order value of £250.00 excluding VAT at its sole discretion.

8.5. If Customer disputes any invoice, Customer shall immediately notify SBR in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. SBR shall provide all evidence as may be reasonably necessary to verify the disputed invoice or request for payment. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date as set out in this clause 8.

8.6. Customer shall pay all amounts due to SBR in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

8.7. SBR may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by Customer against any amount payable by SBR to Customer.

9. RISK AND TITLE IN GOODS

9.1. Goods supplied by SBR shall be at Customer’s risk immediately on completion of delivery.

9.2. Legal title to all Goods supplied by SBR to Customer will continue to belong to SBR until such time as Customer has paid for the Goods in full, including VAT, and has also paid for all other Goods and Services supplied by SBR to Customer, in which case title to the Goods shall pass at the time of payment of all such sums.

9.3. Until such time as property and title in any Goods has passed, Customer shall:

(a) hold the Goods on a fiduciary basis as SBR’s bailee;

(b) store the Goods so that they remain readily identifiable as SBR’s property and not remove, deface or obscure any identifying mark or packaging on or in relation to the Goods;

(c) keep the Goods in satisfactory condition and keep them insured against all risks for their full purchase price from the date of receipt; and

(d) notify SBR if it becomes subject to any of the events listed in clauses 13(1)(a) to 13(1)(g).

9.4. If before title to the Goods passes to Customer, Customer becomes subject to any of the events listed in clauses 13(1)(a) to 13(1)(g) inclusive then, without limiting any other right of remedy SBR may have, SBR may at any time:

(a) require Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product, and

(b) if Customer fails to do so promptly, enter any premises of Customer or of any third party where the Goods are stored in order to recover them.

9.5. Notwithstanding the foregoing, SBR may, at its option, transfer title to any Goods prior to receipt of payment for such Goods.

9.6. Subject to clause 9.3, Customer may resell or use Goods in the ordinary course of its business (but not otherwise) before SBR receives payment for the Goods. However, if Customer resells the Goods before that time:

(a) it does so as principal and not as SBR’s agent; and

(b) title to those Goods shall pass from SBR to Customer immediately before the time at which resale by Customer occurs.

10. WARRANTIES AND LIABILITIES

10.1. Subject to the terms set out in these Conditions, SBR warrants the Goods to be free from material defects in material and workmanship for the Warranty Period.

10.2. SBR warrants that Services will be provided using reasonable care and skill.

10.3. Unless specifically agreed otherwise in writing by SBR, SBR does not provide any other warranties representations, guarantees or other assurances, express or implied, with respect to the Goods or Services, their marketability, quality or fitness for any particular use or purpose or compatibility with Customer or third party goods or systems beyond those contained in clauses 10.1 and 10.2. Customer shall ensure that all such information concerning the Goods is provided to its customer and shall not provide any warranties to its customers beyond those set out in clause 10.1.

10.4. All terms which may otherwise be implied, whether by statute, common law or by custom and practice are hereby excluded to the fullest extent permitted by law.

10.5. SBR manufactures Goods and supplies Services in accordance with English law. Although SBR uses reasonable endeavours to ensure Goods comply with applicable laws in the countries where it directly distributes the Goods, Customer shall be and remain responsible for ensuring that Goods and Services supplied to it comply with all applicable laws and regulations of the countries in which it is to be used, installed and/or resold.

10.6. If, in the course of the resale of Goods, Customer carries out any installation services in relation to the Goods, Customer shall ensure that it is competent to carry out such services. Customer carries out all such installation activities at its own risk and SBR shall have no liability whatsoever (whether in tort (including negligence), contract, breach of statutory duty or otherwise) for any act or omission of Customer in carrying out any such installation services and Customer shall indemnify SBR and keep SBR fully and effectively indemnified from and against any such liabilities, claims, damages, costs and expenses which SBR may suffer and incurred in relation to any installation services performed by Customer (or its sub-contractors).

10.7. Nothing in these Conditions shall limit or exclude SBR’s liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation; or

10.8. Subject to the foregoing provisions of this clause 10, SBR’s total liability to Customer with respect to Goods and Services and whether arising in contract, tort (including negligence), breach of statutory duty or otherwise shall in no circumstances exceed an amount equal to one hundred percent (100%) of the price of the Goods or Services in question.

10.9. SBR shall under no circumstances whatsoever have any liability to Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of business, increased costs, loss of anticipated savings, failure by Customer to fulfil its obligations and duties to its customer or for any indirect or consequential losses arising under or in connection with the supply of Goods and Services.

10.10. Customer shall enter into contracts with its customers and shall be solely responsible for fulfilling its contractual obligations to its customers and SBR shall have no liability whatsoever to Customer, or its customer, as a result of Customer failing to perform its contractual obligations to its customer. Customer shall indemnify SBR and keep SBR fully and effectively indemnified from and against all damages, claims, losses, liabilities, costs and expenses suffered or incurred by SBR as a consequence of any breach by Customer of its obligations to its customers.

10.11. Customer shall give such assistance as SBR may request from time to time with respect to any recall of the Goods.

10.12. Customer shall maintain appropriate, up-to-date and accurate records with respect to all Goods which Customer has resold so as to enable the immediate recall of any Goods. These records shall include records of deliveries to Customer's customers, including batch numbers, delivery date, name and address of Customer, telephone number and email address. Customer shall allow SBR or its agents to inspect, audit and copy such records during normal business hours.

11. CONFIDENTIALITY

11.1. Each party undertakes that it shall not at any time during this Contract and for a period of two years after termination or expiry of this Contract disclose to any person any Confidential Information, except as permitted by clause 11.2.

11.2. Each party may disclose the other party's Confidential Information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Contract Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3. Neither party shall use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.

11.4. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in the Contract are granted to the other party, or to be implied from these Conditions.

12. INTELLECTUAL PROPERTY RIGHTS

12.1. Unless otherwise agreed in a separate agreement, any and all property, material, Tooling used to manufacture the Goods is owned by SBR or its respective licensor.

12.2. Unless agreed otherwise in writing:

(a) the Intellectual Property Rights in the creation, manufacture and distribution of the Goods and Services (and all related documentation) are, and shall remain, the property of SBR or its licensor;

(b) any Intellectual Property Rights that are created by SBR in accordance with Customer’s specifications shall unless otherwise agreed belong to Customer. SBR shall transfer and assign all such Intellectual Property Rights to the Customer, subject to any reasonable terms and conditions that may be agreed upon in writing by both parties.

(c) If SBR agrees to Customer’s request to reverse engineer, disassemble, or perform similar actions on a sample or prototype provided by Customer, Customer shall own the Intellectual Property Rights in all drawings, documentation, data, or materials created as a result of such actions.

12.3. If SBR gives Customer written consent to use its trademarks or name, Customer shall not:

(a) use any of SBR's trademarks in any way which might prejudice their distinctiveness or validity or the goodwill of SBR; and

(b) use any trademarks or trade names so resembling any trademark or trade names of SBR as may be likely to cause confusion or deception.

12.4. Customer shall use all reasonable endeavours to prevent any infringement of the Intellectual Property Rights in the Goods and Services and related documentation and shall promptly report to SBR any such infringement that comes to its attention.

12.5. Customer shall indemnify SBR and keep SBR fully and effectively indemnified from and against all liabilities, losses, damages, costs, and expenses suffered or incurred by SBR arising out of or in connection with any third-party claims resulting from any action in the creation or use of the Intellectual Property Rights under the Contract.

13. TERMINATION

13.1. Without prejudice to any other rights it may have, SBR may by written notice to Customer, immediately terminate any Contract between Customer and SBR, suspend any further deliveries or Service provision to Customer, and recover from Customer all sums due from it under any Contract with SBR (notwithstanding any period of credit which may have been agreed), together with any accrued interest and other costs, expenses and any losses caused to SBR as a result of any termination, if:

(a) any payment due by Customer to SBR is overdue in whole or in part,

(b) Customer commits a breach of any term of these Conditions and (if such a breach is remediable) fails to remedy that breach within 7 days of being notified in writing to do so,

(c) Customer repeatedly breaches any of the terms of these Conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Conditions;

(d) the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 13.1(d);

(e) the other party suspends or ceases, or threatens to suspend or cease, carrying on business;

(f) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of these Conditions is in jeopardy; or

(g) there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010.

13.2. On termination for any reason:

(a) clauses which expressly or by implication survive termination shall continue in full force and effect following termination;

(b) the accrued rights, remedies, obligations and liabilities of the parties as at termination shall be unaffected, including the right to claim damages in respect of any breach of Contract which existed at or before the date of termination; and

(c) Customer shall become liable to pay to SBR any outstanding amounts due for any Services and/or Goods which have been provided to date and remain unpaid for and which are subject to an outstanding Order.

13.3 SBR may cancel this Contract at any time before the Goods are dispatched by giving written notice. SBR shall not be liable for any loss or damage whatsoever rising from such cancellation. In the event that a Customer requests the cancellation of an Order or Services and SBR agrees to such cancellation, the Customer may be held liable for any costs incurred by SBR up to the point of cancellation. These costs may include, but are not limited to, expenses for tooling, materials, labour, and any other works performed prior to the cancellation.

14. FORCE MAJEURE

Neither party shall be in breach of its obligations under these Conditions or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 months, either party may cancel the whole or any by giving 7 days written notice to the affected party.

15. DATA PROTECTION

If SBR receives any personal data during the supply of Goods or Services under these Conditions, such personal data shall be dealt with in accordance with SBR’s Privacy Policy, a copy of which is available on SBR’s website.

16. AUDIT

16.1. Upon receipt of reasonable notice, SBR shall allow the Customer (or its authorised representatives or agents), or regulatory authorities during Business Hours to:

(a)enter and inspect SBR’s facilities; and

(b)inspect, audit and take copies of relevant records, and other documents as necessary to verify SBR’s compliance with these Conditions.

16.2. If the Customer provides less than the reasonable notice to audit, SBR reserves the right to charge a fee for accommodating the audit on short notice. This fee shall not apply in circumstances where an audit is required or requested on behalf of a regulatory body for regulatory, legal or compliance purposes.

17. SEVERANCE & WAIVER

17.1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 17.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.2. Any failure by SBR to enforce any of its rights under these Conditions shall not be taken as a waiver of any of SBR’s rights including those in these Conditions.

18. GOVERNING LAW AND JURISDICTION

These Conditions, Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

19. NOTICES

19.1. All communications between the parties about the Contract or these Conditions must be in writing and delivered by hand or by pre-paid first class post or by email to its registered office or such other address as may be notified to the other party from time to time.

19.2. Communications shall be deemed to have been received:

(a) if sent by first class pre-paid post, 4 days after posting (exclusive of the date of posting);

(b) if delivered by hand, on the day of delivery; and

(c)if sent by email on a working day prior to 4pm, at the time of transmission, and otherwise on the next working day provided that the sender can show satisfactory transmission to SBR and receipt by SBR.

19.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

20. THIRD PARTY RIGHTS

These Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Conditions and any Contract.

21. VARIATION

No variation of these Conditions shall be effective unless it is in writing and signed by the parties.

22. ENTIRE AGREEMENT

22.1. Save where SBR’s standard documents are referenced within these Conditions, these Conditions constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between SBR and Customer, whether written or oral, relating to its subject matter.

22.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Conditions.

23. ASSIGNMENT AND SUBCONTRACTING

23.1. SBR may at any time assign, transfer, subcontract or deal in any other manner with all or any of its rights or obligations under these Conditions. Customer may not assign, transfer, subcontract, or deal in any other manner with any or all of its rights or obligations under these Conditions without the prior written consent of SBR.

23.2. If Customer subcontracts any of its obligations under these Conditions, it shall remain responsible for ensuring all subcontractors comply in full with these Conditions and shall remain responsible for all acts and omissions of its subcontractors.

24. COMPLIANCE WITH RELEVANT LAWS AND POLICIES  

In performing its obligations under the Contract, both parties shall comply with all jurisdictional applicable laws, statutes, regulations, and codes from time to time in force.

25. MODERN SLAVERY, ANTI-BRIBERY AND ANTI-CORRUPTION, and ANTI-FACILITATION OF TAX EVASION

25.1. In performing its obligations under the Contract, each party shall and shall procure that its subcontractors shall comply with all applicable anti-slavery, human trafficking, anti-bribery, anti-corruption, and tax evasion laws, statutes, regulations, and codes from time to time in force including but not limited to the Modern Slavery Act 2015, Bribery Act 2010, or their jurisdictional equivalents, and the Criminal Finances Act 2017. The parties shall also establish, maintain, and enforce their own policies and procedures to ensure compliance with these clauses. Customer shall notify SBR (in writing) as soon as it becomes aware of any breach or suspected breach of these clauses.

25.2. Each party warrants that it has not been convicted of any offence or subject to any investigation, inquiry, or enforcement proceedings involving slavery, human trafficking, bribery, corruption, or tax evasion, and that its agents, consultants, contractors, subcontractors, or other persons engaged in the performance of it's obligations under this Contract do so only on the basis of a written contract which imposes Conditions equivalent to those imposed by these clauses. Each party shall be responsible for the observance and performance by such persons of the relevant Conditions and shall be directly liable to SBR for any breach by such persons of any of the relevant Conditions.

26. SANCTIONS AND EXPORT CONTROL

26.1. SBR complies strictly with all applicable UK sanctions and export control laws and regulations, including the Sanctions and Anti Money Laundering Act 2018 and the Economic Crime (Transparency and Enforcement) Act 2022 and all related regulations and the Export Control Act 2002, Export Control Order 2008 and the Dual Use Regulation 2009 and all related regulations (and in the case of all of the foregoing, all extensions, amendments, modifications or replacements to such laws and regulations (together referred to as "Sanctions and Export Laws")).

26.2. All supplies of Goods and Services by SBR shall only be made if SBR is satisfied that it is able to make such supplies strictly in accordance with the Sanctions and Export Laws. If any supplies by SBR require export licences or any other permissions, licences or consents, any supply by SBR shall be subject to both SBR and Customer obtaining all necessary export licences and all other necessary permissions, licences and consents.

26.3. In order to ensure that SBR can comply with the Sanctions and Export Laws, Customer must:

(a) on request, provide SBR with information about the end-use, Customer and end-user (including the ultimate beneficial ownership of the end-user) and ultimate destination of Goods and/or Services to be supplied by completing an end user declaration;

(b) complete any requests relating to the classification of the Goods;

26.4. If Customer is re-exporting and/or selling on Goods supplied by SBR, it is Customer's responsibility to ensure that:

(a) it complies in full with the Sanctions and Export Laws, along with all other sanctions and export laws which may be applicable to its export and/or re-sale of the Goods and/or Services;

(b) it has a clear understanding of the ultimate beneficial owner of all entities to which it exports and/ or resells;

(d) it has in place appropriate monitoring systems to identify any unusual customer requests, including unusual shipping routes; and

(e) that it has in place all of the relevant export authorisations and all other applicable permissions, consents and licences necessary to lawfully export and/or re-sell the Goods and/or Services.

26.5. Customer shall notify SBR immediately in writing if it considers that it has, or may have, supplied Goods or Services in breach of the requirements of this clause 26.

26.6. SBR shall be entitled to terminate all supplies under a Contract with immediate effect in the event that Customer breaches or SBR has grounds to believe or suspect (acting reasonably), that Customer may be in breach of any of the requirements of this clause.

Terms & Conditions

Southbourne Rubber Ltd - Terms & Conditions of Sale

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