This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the products (the “Products”) listed on our website www.5ssuperstore.co.uk (the “Site”) to you. Please read these terms and conditions carefully before ordering any Products from the Site.
These terms and conditions do not affect any of your statutory rights. However, it is important that you should understand that by ordering any of our Products from the Site you agree to be bound by these terms and conditions. You should print a copy of these terms and conditions for future reference.
INFORMATION ABOUT US
www.5ssuperstore.co.uk is a site owned by Fabufacture Limited, an English company registered in England. (“We”). Fabufacture Limited is registered in England and Wales under company number 8520380 with its registered office at 7 Victoria Rd, Tamworth B79 7HS, UK.
The VAT number for Fabufacture Limited is 163 8915 79.
ACCESS TO THE SITE
By placing an order through this Site you warrant that:
(a) you are legally capable of entering into binding contracts; and
(b) you are at least 18 years old.
We may decline to sell any Product to you for any reason. We are not obliged to tell you the reason for our decision.
1 APPLICABLE TERMS
Buyer’s (the Buyer) order placement constitutes an offer to purchase goods of Fabufacture Limited of 7 Victoria Rd, Tamworth B79 7HS, United Kingdom (the Seller) and Seller’s order acknowledgement constitutes acceptance of the Buyer’s order.
1.1 Any quotation given by the Seller is an invitation to the Buyer to make an offer only and no order placed by the Buyer with the Seller in pursuance of a quotation or otherwise shall be binding on the Seller unless and until it is accepted in writing by the Seller’s acceptance of order form or despatch note or delivery note, or the goods are despatched or the work is commenced.
1.2 Any contract made with the Seller for the sale of goods or work shall incorporate and be subject to these conditions and any representation or warranty, written or orally made or given prior to the contract is hereby expressly excluded and all brochures, specifications, drawings, catalogues, particulars, shapes, descriptions and illustrations, price lists and other advertising matter are intended only to present a general idea of the goods described therein.
1.3 Any goods supplied remain the property of the company until paid for in full the purchaser shall have possession of the goods, until payment in full, as Bailee only. If the companies goods or materials shall have become incorporated in, mixed, combined, processed or adapted with other goods, legal ownership of those goods shall be vested in the company until such time as payment in full of the contract price due to the company is received and the customer shall be a Bailee of the goods for the company.
1.4 In the event that no quotation is given by the Seller and the Seller has received an order from the Buyer then provided that the Buyer shall have notice of these conditions, in such circumstances all goods are sold and all work is done subject to these conditions.
1.5 Unless otherwise agreed in writing, the Seller reserves the right to despatch or deliver goods of a modified design provided that any difference does not make the goods unsuitable for any purpose the Buyer has made known to the Seller.
1.6 The Seller reserves the right to subcontract the fulfilment of the order including any installation or any part thereof.
1.7 All parts returned are subject to a 30% handling charge. All bespoke orders are non refundable.
1.8 All goods returned must be returned within 7 days and be accompanied by the original advice note/invoice.
1.9 ITEMS THAT CANNOT BE RETURNED
The following items cannot be returned or a refund provided:
- Bespoke orders where the artwork / design or product configurationhas been agreed and accepted by you and the items have already started to be manufactured or the materials for these items have been paid for.
- Standard products listed on our Site that have been modified(eg: A company Logo and / or Slogan added) at your request and this modification has been agreed and accepted by you and the items have already started to be manufactured or the materials for these items have been paid for.
We cannot cancel your order if you are unable to provide us with proof of purchase or if we believe that that you have made use of the product(s).
2 PRICE AND AVAILABILITY
All prices are exclusive of transport, packing and VAT. Costs of transport and packing will be added to all products supplied. VAT will be charged at the rate applicable at the date of invoice. In case of small orders the Seller shall be entitled to make a minimum order charge or to add a surcharge.
We will wherever possible list information on the Site and on each product information page, relating to the availability of products we sell on the Site. Except for the information we provide on a product information page or elsewhere on the site we cannot be more specific about product availability.
As we process your order you will receive a prompt from us if the product you wish to order is no longer available. We may offer you the opportunity to purchase a product of at least equivalent specification and value to the one you have attempted to order. This will not happen if the product you are trying to order is temporarily out of stock.
The site contains a large number of products and it is always possible that, despite our best efforts, some of the Products listed on the Site may be incorrectly priced. We will normally verify prices as part of our order processing procedures so that, where a product’s correct price is less than our stated price, we will charge you the lower amount and send you the product. However, we are under no obligation to sell the product to you at the incorrect lower price if the pricing error is obvious and unmistakable and could have reasonably been recognised by you as being incorrect. If the correct price of the product is higher than the price stated on the site we will normally, at our discretion, either contact you for instructions before despatching the product, or reject your order and notify you of such rejection.
Fabufacture Limited encourages online orders through our websites. Online orders are securely processed through Opayo (previously SagePay). Opayo provides the highest level of security for payments processed through our online stores. Opayo ensures your security by encrypting the connection when transmitting banking information on the network, and by safeguarding your financial data throughout the ordering and payment process.
Please note that if our security department suspects fraud, we have the right to cancel the transaction for security reasons. In most cases, you will be notified of authorisation or fraud issues, if they occur, before you complete the checkout process.
Orders from our online stores may be paid using credit card, debit card or American Express.
Payment and Orders Security
Your order details are normally sent to us across a secure connection that uses a 128 bit certificate. This means that the information is encrypted and cannot be read by anyone other than ourselves. You can see that the pages are secure because the address in the address bar changes from being http:// to https://. You will also see a padlock symbol or key in the bottom bar of your browser.
Your credit and debit card payment details used to process online orders through Opayo cannot be seen by ourselves. We do not have access or visibility on your card details. This information can only be seen by Opayo.
All first orders (regardless of the sales amount) are on Proforma. When you have communicated to us which product sku and quantities to are looking to purchase, we will provide you with a Proforma Invoice.
To set up an account with us we will require our New Supplier Form to be completed. Once accepted you will have a 30 day account. All first orders are on Proforma.
All accounts are payable on demand and are strictly net. If no demand is made, then all accounts must be paid within 30 days of invoice date. If at the date on which the Seller is ready to despatch or deliver the goods the Buyer delays delivery for any reason, the Seller may present invoices for full settlement with 30 days of that date, in default of payment and without prejudice to any other rights or remedies the Seller reserves the right to demand payment of all outstanding balances whether or not due and/or cancel all outstanding orders. Interest shall be charged on outstanding balances at the rate of 1.25% per month. The Buyer shall not be entitled to withhold or set-off payment for goods delivered or work done for any reason whatsoever.
This contract shall be subject to the provision that if at any time thereafter the Seller is advised of circumstances casting doubt on the Buyer’s creditworthiness or satisfactory security for payment is not given on request, the Seller may require payment of the whole or part of the purchase price from the Buyer in advance and pending such payment the contract shall be suspended. In the event of such advance payment not being made within a reasonable period stipulated by the Seller, the Seller may cancel the Buyer’s order without liability and the Buyer shall be responsible for any resulting loss to the Seller.
The risk in respect of all goods sold under the contract shall pass to the Buyer upon the despatch of the goods by the Seller from its premises notwithstanding agreement by the Seller to bear the cost of delivery or to deliver the goods itself. In any event the property in the goods shall not pass to the Buyer except as provided in clause 6 hereof.
6 TITLE RETENTION
6.1 Until the purchase price of the goods comprised in this or any other contract between the Buyer and the Seller shall have been paid or satisfied in full (if by cheque then only upon clearance):-
6.1.1 The property in the goods comprised in this contract remain vested in the Seller (notwithstanding the delivery of the same and the passing of the risk therein).
6.1.2 The Buyer shall store the goods in such a way that they can be readily identified as being the Seller’s property.
6.1.3 The Buyer shall on request inform the Seller of the precise location of each item of the goods identified where applicable by its serial number, by supplying the Seller at its expense within seven days of its request with a written schedule of the said locations.
6.1.4 The Buyer may sell the goods as the Seller’s agent in the normal course of the Buyer’s business and may pass good title to the Buyer’s customer being a bona fide purchaser for value without notice of the Seller’s rights on the following conditions:-
22.214.171.124 The Seller may at any time revoke the Buyer’s said power of sale in the circumstances set out in Clauses 3 and 4 of these conditions.
126.96.36.199 The Buyer’s power of sale shall automatically cease in any of the circumstances set out in Clause 13 of these conditions.
188.8.131.52 The Buyer shall notify the Seller without delay of any attachment of the goods or actions by third parties which might infringe the Seller’s title to the goods.
6.1.5 Upon determination of the Buyer’s power of sale the Seller shall be entitled by itself its servants or agents to enter upon any of the Buyer’s premises for the purpose of removing and repossessing such goods or their proceeds of sale and the Seller shall be entitled to claim from the Buyer the costs and expenses incurred by the Seller in and ancillary to the process of such removal and repossession.
6.1.6 Until title in the goods has passed to the Buyer the Buyer shall not purport to be the owner of the goods and shall not show such goods as stock in its accounts.
6.1.7 The Buyer shall insure the goods against theft or any damage howsoever caused until their price has been paid or until sale, whichever shall first occur and the Seller shall be entitled to call for details of the insurance policy. If the Buyer shall not insure the goods or shall fail to supply details of its insurance policy on demand to the Seller the Buyer shall reimburse the Seller for the cost of any insurance which the Seller may reasonably arrange in respect of any of the goods during the whole or any part of the period from the date of its delivery of the goods until the date of payment to it of their full purchase price.
6.2 Nothing in these conditions shall:
6.2.1 entitle the Buyer to return the goods or to delay payment therefor; or
6.2.2 constitute or be deemed to have constituted the Buyer as the Seller’s agent otherwise than for the purpose of this clause;
6.2.3 or render the Seller liable to any third party for any unauthorised representation or warranty made or given by the Buyer to such third party in relation to the goods;
6.2.4 prevent the Seller from maintaining an action for the price notwithstanding that the property in the goods may not have passed to the Buyer.
7 TITLE RETENTION (SCOTLAND)
In the case of sales of goods in Scotland, clause 6.1 hereof shall not apply, and in place thereof there shall be substituted the following clause: “6.1(a) Until the purchase price of the goods comprised in this contract between the Buyer and the Seller shall have been paid in full:”
8.1 Any dates given in the contract for despatch or delivery of goods or completion of the work (as the case may be) shall constitute estimates of expectation only and shall not be binding unless the contract otherwise expressly provides in writing signed by the Seller and subject to the provisions of sub-clauses 8.4 and 8.5 below the Buyer shall accordingly accept delivery of the goods when tendered and the work when completed.
8.2 The method and route of despatch of the goods shall be selected by the Seller which shall use its best endeavours to take into account in such selection the preferences of the Buyer. The Seller shall not be obliged to insure the goods against loss or damage in transit.
8.3 If notwithstanding the Seller’s best endeavours the Seller fails to despatch or deliver the goods or to complete the work by such date, such failure shall not constitute a breach of the contract and the Buyer shall not be entitled to claim compensation for such failure or for any consequential loss or damage resulting therefrom.
8.4 Subject to the provisions of sub-clause 8.3 above, where despatch or delivery or completion of the work is delayed by more than 4 weeks beyond the date given in the contract, the Buyer shall grant the Seller a reasonable extension period and if upon the expiry of the extension period the goods have not been despatched or delivered or the work has not been completed, the Buyer shall be entitled to withdraw from the contract upon written notice PROVIDING that if the Seller is prevented or hindered from supplying the goods or any part thereof or completing the work by any circumstances beyond its reasonable control further performance of the contract shall be suspended for so long as the Seller is prevented or hindered from supplying the goods or any part thereof or completing the work by any circumstances beyond its reasonable control further performance of the contract shall be suspended for so long as the Seller shall be so prevented or hindered. In the event of the performance of the contract being suspended for more than 3 consecutive months the Buyer may forthwith by notice in writing terminate the contract and in such circumstances the Buyer shall pay at the contract rate for all goods sold or work done by the Seller to the actual date of termination.
8.5 If at the date on which the Seller is ready to despatch or deliver the goods the Buyer delays acceptance thereof for any reason whatsoever, the goods will be stored by the Seller but the Buyer shall pay to the Seller an amount equivalent to what the Buyer would be liable to pay if the goods had in fact been despatched or delivered together with reasonable storage charges for the period of delay and the cost of any additional handling and transporting incurred. If on the expiry of 3 months after the date on which the Seller is ready to despatch or deliver the goods the Buyer has not accepted the goods, the Seller reserves the right immediately to cancel the Buyer’s order. This cancellation shall entitle the Seller to dispose of the goods and obtain from the Buyer compensation for loss of profit in addition to any other sums due to the Seller under these conditions.
8.6 Claims in respect of apparent incomplete or incorrect supplies or of goods damaged in transit must be notified to the carrier and to the Seller as soon as possible and in any event not later than 3 working days after receipt of the goods at the place of destination.
8.7 Claims in respect of non-delivery of goods must be made as soon as possible and in any event within 3 working days of the receipt by the Buyer of the Seller’s invoice.
9 CONTRACTS FOR WORK
If the contract is for and includes work to be done by the Seller whether of installation commissioning repair rectification or improvement, then unless the contract otherwise provides the following additional provisions shall apply thereto:
9.1 The Seller shall be obliged to carry out such work only during the Seller’s normal working hours, if the Buyer requests that overtime be worked and the Seller agrees thereto such overtime shall be paid for by the Buyer at the rate stipulated by the Seller.
9.2 If the work is to be carried out at the Buyer’s premises or on the Buyer’s request at the premises of any other person then the Buyer shall undertake to provide or to procure the provision of
9.2.1 proper and safe storage and protection of all goods, tools, plant equipment and materials on site
9.2.2 free and safe access to the site and to the place at which the work is to be carried out
9.2.3 all facilities and services necessary to enable such work to be carried out safely and expeditiously
9.2.4 (if such work includes the installation of any goods) all builders work, foundations, cutting away and making good required and the ready availability of all plan and equipment so as to permit the goods to be tested forthwith on completion of such work.
9.3 The Buyer shall pay to the Seller the amount of any expense incurred by the Seller by reason of any breach by the Buyer of its undertakings in sub-clause 9.2 above (but without prejudice to the Seller’s rights to recover further damages therefor) and a certificate of the Seller’s auditors certifying such amounts shall be conclusive and binding upon the Buyer and the Seller.
10.1 Defects shall be notified as soon as they are discovered.
The Seller retains a general lien on any of the Buyer’s equipment or other goods on the Seller’s possession for any unpaid balance the Buyer may owe to the Seller.
12 HEALTH AND SAFETY
The buyer’s attention is drawn to the provisions of Section 6 of the Health and Safety at Work Act 1974. The Seller will make available on written request such information or the design and construction of the goods as is in its possession to ensure that as far as is reasonably practicable it is reasonably safe and without risk to health when properly used.
13 INSOLVENCY AND BREACH OF CONTRACT
In the event of any breach of these conditions not being remedied by the Buyer within 30 days of the Seller’s written notice requesting such remedy or upon the Buyer entering into any composition or arrangement with its creditors or passing a resolution for winding up the entering into liquidation (whether voluntary or compulsory) or any similar arrangement or a Receiver is appointed of the Buyer’s assets, the Seller shall be entitled without prejudice to its other rights hereunder to suspend all further deliveries and/or determine the contract or any unfulfilled part thereof and the Buyer shall be responsible for any resulting loss to the Seller.
The copyright subsisting or which subsequently subsists in all documents, drawings, specifications, designs, programmes or any other material prepared by the Seller whether readable by humans or by machines shall belong to the Seller absolutely and they shall not be reproduced or disclosed or used in its original or translated form by the Buyer without the Seller’s written consent for any purpose other than that for which they were furnished.
The Buyer shall not without the prior written consent of the Seller:
15.1 save for the purposes of describing the goods use or permit to be used any of the trade marks, service marks, trade or brand names or any other intellectual property rights of the Seller including for the avoidance of doubt and without prejudice to the generality of the foregoing as or as part of the business, trading or corporate name of the Buyer; or
15.2 allow any trade mark or service mark of the Seller or other word or mark applied to the goods (or the packaging thereof) to be obliterated, obscured or omitted or any further word or mark to be added thereto.
Notwithstanding any implied warranty or condition as to title or otherwise in relation to the goods supplied hereunder, the Seller shall not be liable to indemnify the Buyer in respect of any claim made or threatened against the Buyer by a third party whether by legal proceedings or otherwise based on a right claimed under letters, patent, trade-mark, copyright (whether registered as a design or not) or breach of confidence unless:
16.1 the Seller shall have been promptly notified of the claim or threat and no admissions shall have been made by the Buyer such as would prejudice the defence of any such claim or threat;
16.2 the goods shall have been designed by the Seller or made to its design and in any event the Seller’s liability shall be limited to damages and costs awarded by a court of competent jurisdiction in proceedings conducted in accordance with the wishes of the Seller or such sum as may be paid in compromise of such proceedings with the assent of the Seller.
17 BUSINESS TO BUSINESS SALES: END OF LIFE OBLIGATIONS
17.1 In the event that regulations are introduced at any time relating to the disposal, reuse or recycling of equipment, whether pursuant to Directive 2002/96/EC on waste electrical and electronic equipment or otherwise, and the costs of complying with such regulations are not specifically provided for within the purchase price then, to the extent that the law permits, the responsibility for compliance with such regulations and the costs thereof shall rest with the Buyer.
17.2 The Buyer shall indemnify the Seller and keep the Seller indemnified against all costs, expenses, damage or other losses incurred or suffered, demands or proceedings made against the Seller arising from a breach by the Buyer of this clause 17.
18.1 Notices – Any notice required to be given here under by either party to the other shall be sufficiently given if it is in writing and signed by some person duly authorised by the party giving it and sent by first class pre-paid or recorded delivery post to the last known address of the party to whom notice is to be given and shall be deemed to have been duly served 48 hours from the time of posting and in proving such service it shall be sufficient to prove that the notice was properly addressed and posted in accordance with these provisions.
18.2 Waiver- The waiver by the Seller of any breach of any term hereof shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.
18.3 Severance – Should one clause hereof be invalid the provisions of the remainder hereof shall not be affected and in such case the parties hereto shall co-operate to agree replacement terms which are legally valid in order to achieve as nearly as possible the original intentions of the parties particularly regarding the economic effect of such clause.
18.4 Titles – the titles of the clauses hereof shall not be taken into account in the construction hereof.
18.5 Governing Law – Any contract in which these terms relate shall be governed by English Law and the parties shall submit to the sole jurisdiction of the English Courts.
19 EVENTS OUTSIDE OF OUR CONTROL
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by events outside our reasonable control (“Force Majeure Event”).
A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
(a) Strikes, lock-outs or other industrial action.
(b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
(c) Fire, explosion, storm, floor, earthquake, subsidence, epidemic or other
(d) Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
(e) Impossibility of the use of public or private telecommunications networks.
(f) The acts, decrees, legislation, regulations or restrictions of any government.
Our performance under any contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the contract may be performed despite the Force Majeure Event.
20 OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
We have the right to revise and amend these terms and conditions from time to time.
You will be subject to the policies and terms and conditions in force at the time that you order product(s) from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if We notify you of the change to those policies or these terms and conditions before we send you the Order Confirmation (in which case We have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Product(s)).