Sales Agreement

 TERMS AND CONDITIONS OF SALE

Please read these Terms and Conditions carefully. By placing an order THE CUSTOMER is agreeing to these Terms and Conditions. From time to time SAFE Innovations Ltd may change these Terms and Conditions and will notify THE CUSTOMER by uploading the revised Terms and Conditions onto the website www.seedpods.com. These Terms and Conditions shall not affect any statutory rights which THE CUSTOMER may from time to time be entitled to, to the extent that such rights cannot be varied or excluded by law.

The wording of this Agreement contains the terms and conditions upon which SAFE Innovations Limited contracts with you THE CUSTOMER for the sale of a Facility. In this Agreement, ‚ÄúFacility‚ÄĚ means the facility described within the website www.seedpods.com.

The following conditions apply to orders accepted by SAFE Innovations LTD (referred to in this document as SAFE):

1    Orders

  1. THE CUSTOMER shall make an order in writing by, e mail, post or via any applicable website.
  2. All orders which are accepted by SAFE shall be subject to these Terms and Conditions and no contract shall be deemed to be in place until SAFE has accepted THE CUSTOMER’s order.
  3. SAFE reserves the right to withdraw any supply at any time and SAFE may refuse to process any transaction at any time at its sole discretion.

2    Payment and Prices

  1. All quoted prices are exclusive of VAT, delivery and on site set up costs unless otherwise stated or by separate agreement.
  2. Standard Payment Terms for Approved Account Holders: full payment with order. Unless an alternative arrangement is agreed in writing payment must be received prior to the manufacture and delivery of the facility (such payment being non-refundable after manufacture has commenced as long as manufacture is completed and the Facility is supplied). Loading and unloading is included at manufacturers premises only during standard working hours (Monday to Friday 07:00 to 16:00). Loading and unloading outside these hours will be chargeable.
  3. If THE CUSTOMER fails to make any arising payment on or before the Payment Date SAFE has the right to charge interest on all outstanding balances calculated on a daily basis at the rate of 4% per annum above the current base lending rate of Barclays Bank Plc.
  4. If any sum of money is due from THE CUSTOMER and remains unpaid, the same may be deducted from any sum then due or from any sum which at any time becomes due to THE CUSTOMER under this or any other Agreement between SAFE and THE CUSTOMER.
  5. SAFE reserves the right at any time to correct clerical omissions and errors without incurring liability to THE CUSTOMER.

3    Risk and Title

  1. Where an alternative arrangement is agreed and full payment is not received in advance in accordance with Clause 2.2, ownership of the Facility delivered or to be delivered by SAFE will only be transferred to THE CUSTOMER when SAFE has received from THE CUSTOMER cash or cleared funds in full payment of all sums owing to SAFE (a) in respect of the Facility and (b) arising from any other agreements between THE CUSTOMER and SAFE.
  2. Where an alternative arrangement is agreed and full payment is not received in advance in accordance with Clause 2.2, then the Facility shall be held at the risk of THE CUSTOMER from the time of delivery by SAFE to THE CUSTOMER. Until ownership has passed to THE CUSTOMER SAFE shall retain full legal and beneficial title to the Facility and reserves the right at any time to require THE CUSTOMER to deliver up the Facility to SAFE and, if THE CUSTOMER fails to do so forthwith upon SAFE’s request SAFE may enter upon any of THE CUSTOMER’s premises or those of any third party where the Facility is located and repossess the Facility. THE CUSTOMER will indemnify SAFE and hold SAFE harmless against all and any liabilities costs and expenses arising from or in connection with SAFE exercising SAFE’s rights under this Clause 3.2.
  3. Where an alternative arrangement is agreed and full payment is not received in advance in accordance with Clause 2.2, then for the avoidance of doubt, until payment is made pursuant to Clause 1 THE CUSTOMER will store the Facility in such a way that it is clearly SAFE’s property.

4    Despatch and Delivery

  1. Time for delivery shall not be of the essence of this Agreement. SAFE shall use reasonable endeavours to deliver by the date specified but SAFE shall be under no liability whatsoever for delay in delivery or the consequence thereof however caused and THE CUSTOMER hereby waives irrevocably all of its rights and remedies (if any) in respect of any loss or damage suffered or incurred directly or indirectly as a result of any late delivery of the Facility.
  2. The Customer shall not be deemed to have accepted any Product/s until it has had three Business Days following Delivery to inspect them, or, in the case of a latent defect in the Product, 5 Business Days following the latent defect becoming apparent. If the packaging is damaged in any way, then the product must (where it is reasonably practicable for the Customer to do so) be examined immediately on Delivery, or, alternatively, the detail of any defect or damage shall be noted and SAFE notified by the Customer within 48 hours of Delivery.
  3. THE CUSTOMER shall (i) ensure that appropriate people/staff are available to receive and assist in the delivery of the Facility in accordance with any arrangement that may have been agreed, (ii) ensure that the installation area is cleaned, prepared and of suitable size in accordance with any arrangement that may have been agreed, (iii) ensure safe and suitable access for delivery of the Facility and (iv) ensure that appropriate people/staff are available to sign and take possession of the Facility and all product information supplied with it.

5    Returns

  1. If THE CUSTOMER is a private consumer (as opposed to business user) THE CUSTOMER may cancel any order made by e-mail or in writing at any time within 7 days of receipt by The CUSTOMER of the Facility. THE CUSTOMER must notify SAFE either by e-mail to info@seedpods.com or by telephone on telephone number 0113 335 1488. THE CUSTOMER must return the Facility (at THE CUSTOMER’s own cost and risk) in the same condition that it was in when it was delivered to THE CUSTOMER and SAFE accepts no liability for the Facility if lost or damaged in transit from THE CUSTOMER. The provisions of this clause 5.1 shall not apply in respect of any Facility which is supplied according to The CUSTOMER’s particular specification or which is personalised.
  2. SAFE will not credit any Facility lost, damaged or defaced in transit.
  3. Subject to conditions 5.1 to 5.2 above, SAFE will refund a sum equal to the price paid by THE CUSTOMER minus (i) all costs related to manufacturing in accordance with THE CUSTOMER’s instructions and (ii) all costs relating to alteration of the Facility so as to make it saleable to third parties (if a private consumer) for the Facility if the Facility is returned to and received by SAFE in a re-saleable condition provided it is returned within 28 days.
  4. Where SAFE accepts that the Facility has been damaged in transit to THE CUSTOMER, SAFE shall repair such Facility at the previously invoiced price.
  5. Subject to 5.1, an order can only be cancelled at SAFE’s discretion.
  6. Except as may otherwise provided, SAFE’s liability in respect of returned facility shall be limited to the remedy provided in clause 5.4 of these Terms and Conditio

6    Intellectual Property Rights

  1. For the purposes of these terms “intellectual property rights” means (i) patents, know how, designs, trade marks and trade names (whether registered or unregistered), copyright and related rights, database rights, know-how and confidential information; (ii) all other rights of a similar nature or having an equivalent effect which currently exist anywhere in the world, or are recognised in the future; and (iii) applications, extensions and renewals in relation to any of these rights; The Facility is the subject of intellectual property rights belonging to SAFE. SAFE does not grant to THE CUSTOMER any licence, permission or authority in respect of such rights and THE CUSTOMER acknowledges and agrees that it must satisfy itself in respect of such matters. SAFE accepts no liability for THE CUSTOMER’s infringement of any third party rights.
  2. THE CUSTOMER understands that reproduction of any of SAFE’s intellectual property rights without SAFE’s prior written consent is strictly prohibited.

7    Limitation of liability

  1. Subject to clauses 7.3 and 7.4 below and except as otherwise expressly provided in this Agreement and Schedule, all warranties, conditions or other terms whether express or implied by statute or common law or otherwise are excluded or limited to the fullest extent permissible by law. In particular SAFE makes no representation or warranty that the Facility is either of satisfactory or merchantable quality or fit for any purpose or that it conforms to any description. THE CUSTOMER acknowledges and agrees (i) that THE CUSTOMER has relied upon THE CUSTOMER’s own skill and judgement in selecting the Facility, (ii) that THE CUSTOMER is fully aware of the materials from which the Facility is constructed and the risks involving those materials, (iii) that THE CUSTOMER understands [if relevant and appropriate to where the Facility is located] the need to appropriately and carefully supervise the use of the Facility and (iv) that THE CUSTOMER accepts liability in respect of and will not make any claim against SAFE in respect of any consequences arising from THE CUSTOMER‚Äôs failure to correctly use or supervise the use of the Facility.
  2. Subject to clauses 7.3 and 7.4 and to the full extent permitted by law SAFE excludes all liability for any loss, damage or expense howsoever suffered or incurred by THE CUSTOMER as the direct, indirect or consequential result of the Facility not being of satisfactory or merchantable quality, or unfit for any purpose, or not conforming to any description and THE CUSTOMER hereby irrevocably waives all rights and/or remedies (if any) which THE CUSTOMER may have or have had in respect of such loss, damage or expense and/or in respect of any breach or default of any warranty implied by statute, equity or common law concerning the quality, fitness or description of the Facility.
  3. Clauses 7.1 and 7.2 do not apply where THE CUSTOMER deals as a Consumer to the extent that such exclusions or limitations are not permitted by law.
  4. Nothing in these Conditions shall limit SAFE’s liability in respect of death or personal injury caused by SAFE’s own negligence.
  5. SAFE shall not be liable for incidental or consequential damages for any breach of these Terms and Conditions, including but not limited to loss of goodwill, loss of profits or loss of use.

8    Force Majeure

  1. If SAFE is unable to fulfil any obligation under these Terms and Conditions due to causes or circumstances beyond its reasonable control, SAFE may at its absolute discretion delay the performance of or cancel the obligation without incurring any liability whatsoever. Such circumstances include but are not limited to (a) Acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster; (b) war, threat of or preparation for war, armed conflict, the imposition of sanctions, embargo or similar actions; (c) terrorist attack, civil war, civil commotion or riots; (d) civil disorder or riot, (e) chemical or biological contamination, (f) fire, explosion or accidental damage; (g) adverse weather conditions; (h) collapse of building structures, failure of plant machinery, machinery, computers or vehicles and (i) interruption or failure of utility service, including but not limited to electric power, gas or water.

9    Miscellaneous

  1. SAFE reserves the right to discontinue production or make design changes to specifications without prior notice. The information contained in any catalogue or advertising material is correct to the best of SAFE’s knowledge at the time of publication of that material. All images are used for illustration purposes only.
  2. If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or part the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected.
  3. This Agreement including the order is the complete and exclusive statement of the contractual relationship between the parties, which supersedes all prior proposals, understandings, agreements, or representations between the parties relating to this Agreement except in respect of any fraudulent misrepresentation made by either party.
  4. SAFE reserves the right to monitor and record all calls received by and made to any The CUSTOMER.
  5. No delay, neglect or forbearance on SAFE’s part in enforcing its rights against THE CUSTOMER shall be construed as a waiver or in any way prejudice any of its rights hereunder.

10    Applicable Law

  1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales whose courts shall have non-exclusive jurisdiction in connection with any dispute arising out of or in connection with it and to which jurisdiction The CUSTOMER irrevocably submit.

11    Privacy Statement and Data Collection

  1. The following information outlines the law relating the data received from THE CUSTOMER and how SAFE may use it. SAFE will try to ensure that THE CUSTOMER’s details are accurate and kept up to date. Information is collected lawfully and in accordance with the Data Protection Act 1998.
  2. The Data Protection Act 1998 regulates the processing of information relating to THE CUSTOMER and grants THE CUSTOMER various rights in relation to THE CUSTOMER’s personal data. SAFE is committed to ensuring that THE CUSTOMER’s privacy is protected and that it complies with its obligations under the Data Protection Act 1998.

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