Terms & Conditions

1. Definitions: 

a. The Buyer: Southbourne Rubber Limited of Aston Road, Waterlooville in Hampshire, England, UK 
b. The Seller: The Company, Firm or Person by whom any such Goods are sold as named on the Buyers Purchase Order 
c. Parties: The Buyer and the Seller 
d. The Contract: Any contract between the Seller and the Buyer for the sale and purchase of the Products. 
e. Conditions: These Terms and Conditions of Sale, are updated from time to time.
f. Intellectual Property Rights: Any and all rights in patents, copyright, moral rights, business and trade names, design rights, know-how and all other intellectual property rights and any applications for any of the foregoing which may subsist anywhere in the world.
g. Goods: All products, services, associated documentation, individual components or sub-assemblies which the Seller is to supply in accordance with these Conditions under the Contract.
h. Writing: Includes cable, facsimile transmission, electronic data transfer, e-mail and comparable means of communication.
i. GDPR: The General Data Protection Regulation (GDPR).

2. Conditions Applicable:

a. These Conditions shall apply to all contracts for the purchase of Goods by the Buyer from the Seller to the exclusion of all other Terms and Conditions including any Terms or Conditions which the Seller may purport to apply under any sales offer or similar document. 
ii. Despatch or delivery of the Goods by the Seller to the Buyer shall be deemed conclusive evidence of the Seller's acceptance of these Conditions. 
iii. Any variation of these Conditions (including any special terms and conditions agreed between the Parties) shall be inapplicable unless agreed in writing by the Buyer.
b. All quotations are made, and all orders are accepted subject to these Terms & Conditions.
c. Every quotation by the Seller is open to acceptance until the expiry of 30 days after the date appearing thereon, unless it is otherwise expressly stated, or the quotation is earlier withdrawn or modified, or the Seller expressly agrees in writing to a later acceptance.
d. These Conditions shall apply to all orders for the sale of Goods by the Seller to the exclusion of all other Terms and Conditions including any Terms or Conditions which the Buyer may purport to apply under Purchase Order, Confirmation of Order, or similar documents. Any failure by the Seller to challenge any such conditions of purchase does not imply acceptance.
e. Any other terms, conditions or warranties whatsoever are excluded from the Contract, or any variation thereof, unless expressly accepted by the Seller in Writing (order acknowledgements do not constitute such acceptance).

3. Price and Payment:

a. The price shall be the price on the Seller's quotation or set out in the order. The price is exclusive of VAT where applicable, which will be due at the rate ruling on the date of the Seller's invoice. 
ii. Payment of the price and VAT where applicable, shall be due within 60 days of the date of the invoice, unless agreed otherwise. 
iii. The Buyer may set off against the price, any amounts due from the Seller whether under this contract or otherwise. 
iv. The Buyer will not accept any minimum order charges from the Seller who should cover administration charges within the pricing of individual items.
b. 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.
c. The Seller reserves the right at any time prior to delivery and on written notice to increase the price if there is any increase in the cost of materials, labour, transport, utilities, foreign currency fluctuation, currency regulation or alteration of duties or if the costs of the Seller are increased by any other factor beyond the reasonable control of the Seller.
d. The Seller reserves the right to make changes to Quotations or Order Confirmations for pricing errors, clerical errors or omissions.
e. The Buyer must allocate and utilise any financial credits issued by the Seller within twelve months from the date of the credit. If credits are not used within the specified timeframe the value of these will be automatically null and void.

4. Sellers Obligations:

a. The Seller shall comply with the expressed specification and all applicable laws, regulatory requirements and industry standards concerning the design, manufacture, processing, storing and testing of the Goods. 
ii. The Goods shall be marked in accordance with the Buyer's instructions or the specifications and all lawful requirements and properly packed and secured for delivery to the Buyer in an undamaged condition. 
iii. The Seller shall ensure that the Goods are of the highest quality and fit for the intended purpose. 
iv. All representations, statements or warranties made or given by the Seller, its servants or agents (whether orally in writing or in any of the Seller's Brochures Catalogues and advertisements) regarding the quality and fitness for purpose of the Goods or any of the Goods shall be deemed to be express conditions of the contract of sale.

5. Quality/Inspection/Flowdown Requirements:

a. The Seller shall operate a Quality Management System to ISO9001 or Equivalent.
vii. The Seller shall prevent the use counterfeit parts (8.1.4 of ISO9001:2015).
viii. If the Buyer is not reasonably satisfied that the Goods or their manufacture or processing, comply in all material respects of the contract, the Seller without extra cost to the Buyer shall take all steps necessary to ensure due compliance.
ix. The supplier must comply with REACH requirements (European Chemicals Agency CE 1907/2006) Latest Edition.
x. Conflict Mineral Reporting – The supplier shall disclose any 3TG* minerals contained in delivered items. Supplier shall provide further supporting evidence upon request. * Tin, Tungstan, Tantalum & Gold.
xi. The Seller will ensure that persons/employees are aware of; 1. Their contribution to product or service conformity 2. Their contribution to product safety and 3. The importance of ethical behaviour.

6. Delivery:

a. Delivery of the Goods shall be made to the Buyer's address on the delivery date requested.
ii. The Title of Goods and risk of loss shall pass to the Buyer upon receipt and acceptance of delivery at the specified delivery location.
iii. If the Seller fails to deliver all of the Goods in accordance with the contract on the delivery date, then without prejudice to the Buyer's rights for the breach of contract: a. The Buyer may terminate the contract. In this event without prejudice to the Buyer's other remedies the Seller shall promptly collect any Goods which have been delivered.
b. Where delivery of a quantity of the Goods which correspond to the contract is less than the agreed quantity and the Buyer has not exercised his rights to terminate under sub-clause a), the Buyer may accept the Goods which correspond to the contract and recover against the Seller's breach, in respect of the failure to deliver the remainder of the Goods.
c. The Buyer may require the Seller promptly to deliver sufficient Goods which correspond to the contract and comply with the quantity required. The Buyer may exercise these rights by written notice to the Seller.
d. The Seller shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Seller’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such a delay exceeds 90 days.
e. If the Buyer does not accept delivery of the Goods when delivered by the Seller, the Seller shall in its absolute discretion be entitled to treat the Contract as at an end, or to deliver the Goods on a later date and if the latter, the Buyer shall be liable to pay the Seller a reasonable sum of storage and to reimburse the Seller for any insurance premiums in respect of the Goods.  The Seller shall not be under any liability to the Buyer for any loss or damage to the Goods whilst in storage howsoever arising.
f. The Seller shall not be liable for any loss or damage or deterioration in the Goods from the time of the despatch of the Goods from the Seller's Premises from whatever cause. Goods shall be deemed to have been despatched in full quantity and in good condition unless particulars of shortage or defects alleged are notified in writing by the Buyer to the Seller within 5 days of the date of receipt as shown on the Seller's Delivery Note.
g. Unless within a reasonable time of receipt of notice of rejection the Seller collects such Goods, the Buyer may dispose of them as the Buyer shall think fit (provided that if the Buyer sells such Goods the Buyer shall account to the Seller for the net proceeds of such sale).

7. Warranty/Returns:

a. The Seller, upon receiving notice to that effect from the Buyer, shall repair or replace free of charge Goods damaged or lost in transit and due delivery of the Goods shall not be deemed to have taken place until replacement or repaired Goods have been delivered by the Seller to the Buyer. The Buyer reserves the right to hold such damaged Goods at the Seller's risk or to return them at the risk and expense of the Seller.
ii. The Seller agrees to permit the Buyer to return any of the Goods which are not in accordance with the Contract at any time up to one month after delivery notwithstanding that the Goods may have already been accepted by the Buyer.
b. The Buyer is not entitled to return Goods on grounds that they are defective on receipt without first giving the Seller written notice within 5 days of receipt of the Goods whereby the Seller will decide whether to accept returned Goods for analysis, repair, replacement or credit.
c. Goods purchased as special buy to order parts are non-cancellable and non-returnable.
d. All returns are subject to the Sellers acceptance and issuance of an authorised Goods Return Number (GRN) and will be inspected upon return prior to further action.  The Seller reserves the right to apply a returns handling charge where appropriate.

8. Indemnity:

a. The Seller shall be liable for all claims by the Customers of the Buyer and their sub-buyers, and indemnify the Buyer from and against all liability, loss, claim, proceedings or costs arising out of any breach whatsoever by the Seller of this Contract for Sale, including the product quality, product specifications, recall, lack of fitness for purpose.
ii. If the Buyer shall be subject to any claim for a third party that the Goods infringe such third party's intellectual property rights then the Seller shall indemnify the Buyer against such claims subject to the Buyer allowing the Seller to conduct any proceedings or negotiations (in the name of the Buyer if the Seller so requests) provided that this indemnity shall not extend to the loss to the extent covered by any policy of insurance maintained by the Buyer.

9. Assignment:

a. The Seller shall not assign sub-contract licence or otherwise dispose of any part of its rights or obligations under this contract without the prior consent of the Buyer.

10. Goods or Order Changes:

a. Buyer may make changes to an order at any time prior to shipment of goods. The Seller will advise the Buyer in writing of any impact on price or delivery due to such change within 10 days of receipt of Order change.
ii. Seller will not, without the prior written consent of Buyer, make any process, design or other changes to the goods. Seller shall notify Buyer of any changes made to the Goods via a Product Change Notification (PCN). Buyer shall be notified a minimum of 90 days before the scheduled shipment date of the product identified in the PCN. 
iii. For product discontinuance, Seller shall provide notice to Buyer allowing a minimum of 6 months from the notice to place final orders.

11. Cancellation:

a. The Buyer may cancel this contract at any time before all the Goods are delivered by written notice. On giving such written notice: a. The Seller shall cease to be bound to deliver and the Buyer shall cease to be bound to receive delivery of any further Goods.
b. The Buyer shall cease to be bound to pay that part of the price that relates to Goods which have not been delivered. 
c. The Buyer shall not be liable for any loss of damage whatever arising from such cancellation.

12. Intellectual Property:

a. The Seller will indemnify the Buyer against any claim that the sale or use of the Goods by the Buyer contravenes any third party's intellectual property rights.
ii. Where any specification and design of the Goods or any of the Goods have been provided by the Buyer the copyright design right or other intellectual property in them shall remain the property of the Buyer.
b. All details contained within quotations or proposals such as pricing and stock availability, remain the property of the Seller and cannot be shared with any third-party organisation without prior consent.

13. Certificate of Conformity:

i. The Seller shall provide the Buyer with Certificates of Conformity without cost to the Buyer.

14. Confidentiality: 

i. Seller agrees to keep this contract and all information provided by the Buyer as confidential. Seller shall use the Confidential Information disclosed by the Seller solely to perform pursuant to the order and shall not disclose or use any such Confidential Information for any other purpose. 

15. Governing Law: 

i. This contract is subject to the Law of England and Wales. 
ii. All disputes arising out of this contract shall be subject to the exclusive jurisdiction of the Courts of England and Wales. 

16. GDPR Privacy Notice: 

The Buyer holds personal data about employees, clients, suppliers and other individuals for a variety of business purposes and must process this data (including sensitive personal data) so that it can receive the required services from the Seller. In doing so, the Buyer acts as a data controller and processor. 
a. This notice will be in effect on or before 25 May 2018. 
b. The data collected includes but is not limited to names, email addresses, telephone numbers, addresses, bank details and job title. This information is used to fulfil legal obligations, contractual obligations and in cases where there is legitimate interest. 
c. Any data collected which is electronic is housed on secure data servers. Data in written form is kept in the Buyers secure office premises. 
d. All data collected will only be kept only for a period of time in which statutory legal requirements prevail, after this time it will be destroyed. 
e. The data collected by the Buyer will not be shared with any third party without the prior written consent of the Seller with the exception of where the requirement is legal or regulatory. 
f. The Buyer will process personal data in compliance with all six data protection principles which can be found at https://ico.org.uk/for-organisations/guide-to-data-protection/data-protection-principles/ 
g. All data collected is subject to active consent by the Seller which is implicit by the act of agreeing to the Buyers Terms and Conditions of Purchase. At any time, this consent can be revoked by putting a request in writing to the Southbourne Rubber Data Controller whose contact details will be available upon request. Withdrawal of consent to hold this data does not constitute withdrawal from other clauses contained within this document unless agreed in writing by the Buyer. 
h. Any concerns should be addressed in writing to The Buyer: Southbourne Rubber Limited of 47 Aston Road, Waterlooville, Hampshire, UK.

17. Consumer Rights and Regulations:

a. UK Consumer Regulations shall apply where applicable to this Contract, as per the Consumer Contracts Regulations 2013 and Consumer Rights Act 2015. The Seller has a legal obligation to supply Goods that conform to consumer rights.
i. The offer to buy a product is accepted and consumer contract is deemed concluded when the Goods are dispatched.
ii. As per Clause 3c, delivery dates provided at order confirmation are treated as estimates only and should not be relied upon.
iii. Cancellation can be made at any time up to 14 days after the Goods are received by the consumer at no charge. Notification of cancellation must be received clearly in writing.
iv. The right to cancel does not apply to the supply of Goods made to consumer specification or clearly personalised.
v. Goods are to be returned within 14 days after notification of cancellation is received. Consumer bears direct cost of return. Refunds will be processed no later than 14 days after returned Goods are received by the Seller. Basic delivery costs only will be refunded.
vi. The Seller reserves the right to deduct from the refund value if it is determined that the value of the Goods has been reduced as a result of unnecessary handling by the Buyer.
vii. In accordance with the Consumer Rights Act, the Goods remain at the Sellers risk until they are received by the consumer (exclusions apply).