Terms & conditions

Terms & Conditions for Safpro

1. Definitions and Interpretation

1.1 In these terms and conditions:

• Business Day: Any day except Saturday, Sunday, or public holidays in England and Wales.
• Confidential: Any non-public information relating to a party’s business.
• Contract: Each agreement for the sale of Products.
• Customer: The person purchasing the Products.
• Customer Branding: Any logos or designs provided by the Customer.
• Delivery: As defined in clause 4.1.
• Insolvency Event: Any event as described in clause 10.1.2.
• Intellectual Property Rights: All patents, copyrights, trademarks, and other intellectual property rights.
• Price Proposal: As defined in clause 2.1.
• Products: The products described in the Contract.
• Safpro: Safpro Industrial Supply Company, registered at Unit 4/5 Ashville Trading Estate, Bristol Road, Gloucester, GL2 5EU.

1.2 References to regulations, statutes, or statutory provisions include amendments, re-enactments, and modifications.

1.3 Headings are for reference only and do not affect interpretation.

1.4 Words denoting the singular include the plural and vice versa; words denoting any gender include all genders; reference to a person includes individuals, partnerships, bodies corporate, and unincorporated associations.

1.5 References to any party include its personal representatives, successors, and permitted assigns.

1.6 Terms such as “including” and “in particular” do not limit the generality of preceding words.

2. Price Proposals

2.1 Upon receiving a purchase request, Safpro may submit a Price Proposal to the Customer. The Customer must provide all necessary information for the Price Proposal.

2.2 The Customer must notify Safpro of its acceptance of the Price Proposal. A binding Contract is formed upon Safpro’s receipt of acceptance. Safpro may amend or withdraw a Price Proposal until it receives acceptance.

2.3 These terms, together with the Price Proposal and any other agreed terms, apply to each Contract to the exclusion of other terms.

2.4 Safpro may amend these terms from time to time.

3. Price and Payment

3.1 The price of the Products is set out in the Price Proposal.

3.2 Safpro reserves the right to increase the price before Delivery, subject to Customer approval.

3.3 Prices exclude VAT and other taxes, which are payable in addition.

3.4 Unless stated otherwise, delivery charges are additional.

3.5 Payment is due 30 days end of month from the invoice date without any set-off, withholding, deduction, or abatement.

3.6 If the Customer experiences an Insolvency Event, all sums become immediately payable.

3.7 Late payments incur interest at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).

4. Delivery of Products

4.1 Delivery occurs when the Products are received at the Customer’s nominated address.

4.2 Delivery times are estimates only and time is not of the essence unless otherwise stated.

4.3 Delivery may occur in instalments, and each instalment is a separate obligation.

4.4 If ordered Products are unavailable Safpro may propose substitute product, which may affect the price.

4.5 The Customer is deemed to have accepted the Products three Business Days after Delivery. After acceptance the Customer shall not be entitled to reject products which are not in accordance with the contract.

5. Risk and Property

5.1 Risk passes to the Customer at Delivery.

5.2 Safpro retains ownership of the Products until full payment is received.

5.3 Until title passes, the Customer must:

• Hold the Products as Safpro’s bailee.
• Not pledge or create any charge over the Products.
• Not dispose of or deal with the Products, except in the ordinary course of business.

5.4 If payment is overdue or the Customer is insolvent, Safpro may terminate the Customer’s right to use the Products and reclaim them.

6. Quality and Warranty

6.1 Safpro warrants that the Products will materially conform to the description in the Contract or otherwise provided in writing by Safpro to the Customer.

6.2 If the Products do not conform, Safpro will, at their discretion, repair, replace, or refund the price.

6.3 All other warranties, conditions, and terms, whether express or implied, are excluded to the fullest extent permitted by law.

7. Customer Obligations

7.1 The Customer warrants that it has obtained all necessary consents for Safpro to process personal data, as defined in the Data Protection Act 2018.

7.2 The Customer must use the Products according to instructions and is liable for any damage from misuse.

7.3 The Customer must inform Safpro of any third-party claims related to the Products and assist Safpro in defending such claims.

7.4 The Customer shall take such steps as Safpro may reasonably require to mitigate or reduce any losses or claims that may arise in relation to the Contract.

8. Customer Branding and Intellectual Property

8.1 If the Products incorporate Customer Branding, Safpro will provide samples for approval which must be received in writing. Approval must not be unreasonably withheld or delayed and shall be irrevocable.

8.2 The Customer grants Safpro a non-exclusive right to use Customer Materials for fulfilling the Contract. The Customer warrants that this use does not infringe third-party rights.

8.3 Except for any Intellectual Property Rights arising in the Customer Materials, all Intellectual Property Rights in the Products remain with Safpro. No rights are transferred to the Customer.

8.4 The Customer must not alter or remove any branding on the Products or packaging.

8.5 To ensure efficient and swift delivery for our customers, Safpro may maintain an inventory of customer-branded stock, managed, and stored on behalf of our customers to facilitate immediate availability for dispatch. Notably, the ownership of this stock remains with the customer before and after the point of sale, ensuring that the customer retains all rights to their branded inventory. In the event of contract termination, the customer is liable for all costs associated with the remaining pre-branded products. Safpro is committed to upholding the integrity and confidentiality of all customer-branded stock, adhering to agreed storage conditions and handling procedures to preserve product quality and brand reputation, and specified maximum quantity levels as detailed in the supporting SOW.

9. Indemnity

The Customer indemnifies Safpro against all liabilities, expenses, claims, and losses arising from any breach of clauses 7.1 or 8.2.

10. Termination

10.1 Safpro may terminate the Contract with three months’ written notice if the Customer:

• Is in material breach of the Contract.
• Is subject to an Insolvency Event.
• Has any overdue payments.

10.2 Termination does not affect accrued rights and liabilities.

11. Limitation of Liability

11.1 Safpro’s liability is limited to the total sums paid under the Contract.

11.2 Safpro is not liable for indirect, consequential losses, or third-party claims.

11.3 Each sub-clause in this section is a separate term and remains enforceable if others are found invalid.

11.4 The exclusions apply

regardless of foreseeability or Customer notification but do not limit liability for death, personal injury, or fraud.

11.5 Safpro shall not be liable to the Customer for any claim unless made with reasonable details in writing to Safpro without unreasonable delay and in any event no later than 3 months, or such longer period as may be reasonable in the circumstances, after the date the claimable event first came to the Customer’s notice.

12. Confidentiality

Neither party shall disclose the other’s Confidential Information without consent, except as required by law or to professional advisors.

13. Force Majeure

Safpro is not liable for delays or failures caused by circumstances beyond its control, including war, terrorism, sabotage, accidents, natural disasters, strikes, and supplier delays.

14. Entire Agreement

14.1 The Contract is the entire agreement and supersedes previous agreements. The contract may be supported by a separate Statement of Works (SOW).

14.2 The Customer acknowledges that it relies only on the Contract’s terms.

14.3 Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

15. General

15.1 Safpro may assign or sub-contract its obligations. The Customer may not do so without written consent.

15.2 Variations to the Contract must be in writing and signed by both parties.

15.3 Rights and remedies are cumulative and do not exclude others.

15.4 Failure to exercise a right does not constitute a waiver.

15.5 Invalid provisions do not affect the remainder of the Contract.

15.6 Notices must be in writing and sent to the addresses in the Contract.

15.7 No provision of a Contract shall be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

16. Governing Law and Jurisdiction

These terms and conditions and the contract are governed by English law. The parties submit to the exclusive jurisdiction of the courts of England and Wales.