S.A.I. Home Improvements Ltd trading as SAIMAXX
(also known as SAIMAXX Building Materials Wholesale) Terms of Trading

1 Business customers and consumers

1.1 All terms apply to consumers & business customers. All other terms apply to all customers trading with us at both our branches or on our website www.saimaxx.com.

Terms of Trading at SAIMAXX

1.2 SAIMAXX is a trading name of SAI Home Improvements Ltd. Please note that any of our paperwork, electronic documents or profiles can bear the name ‘SAIMAXX’ or S.A.I. Home Improvements Ltd.

1.3 Unless advised otherwise you are classified as a business. If you are not a business customer and you are a consumer you must advise us in hardcopy writing before entering into any transactions or dealing with us and receive an acknowledgement for this from us in writing electronically as an email, if this is not done then it will be presumed that you are a business & business terms apply. Consumers have certain statutory rights which are only strictly available to those who adhere with this requirement.

1.4 At all times it is our decision whether we choose to enter into any transactions with you and this will be final. We can at any time refuse to enter into any transactions or dealings without offering any explanation & our decision in this will be final.

2 Price

2.0 These Terms apply to every contract for the supply of Goods by us to you and prevail to the exclusion of all other terms and conditions (including any which you purport to apply under any purchase order, delivery note, acceptance of quotation, specification, or other document, or which are implied by trade, custom, practice or course of dealing). For the avoidance of doubt, no terms or conditions imposed or sought to be imposed by you, any third party, site owner, land owner, principal contractor, governing body, or any other person or entity involved in the project or delivery location shall override, vary, supplement or take precedence over these Terms, unless expressly agreed by us in writing signed by a Manager or director.

2.1 For all customers the price quoted excludes VAT (unless otherwise stated). VAT will be charged upon our prices at the rate applying at the time of ordering. Rates of tax and duties on the goods will be those applying at the time of delivery.

2.2 For all customers prices may vary between branches and our website and geographical locations.

2.3 For all customers our quotations lapse after 7 days (unless otherwise stated).

2.4 For all customers the price quoted excludes delivery (unless otherwise stated).

2.5 For all customers unless otherwise stated the price quoted is an illustrative estimate only and the price charged will be our price current at the time of delivery.

2.6 For all customers at any time before delivery, we may adjust the price to reflect any increase in our costs of supplying the goods.

2.7 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice, or other document or information issued by us in any format whether written or electronically may be corrected by us without any liability on our part.

3 Delivery

3.0 We may (at our sole discretion) arrange for the Goods to be delivered by a third-party carrier, haulier, courier or other delivery provider acting as our agent or subcontractor. Any reference in these Terms to "we", "us", "our vehicle", "our driver", "our delivery" or similar expressions shall include any such third-party provider acting on our behalf. We act as an agent for all delivery providers and under no circumstances shall we be liable for their torts or omissions.

3.1 All delivery dates & times quoted are estimates only.

3.2 If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract, however:

3.2.1 You may not cancel if we receive your notice after the goods have been dispatched; and

3.2.2 if you cancel the contract, you can have no further claim against us under that contract.

3.2.3 if for any reason, which we give or do not give, we cancel the contract, you can have no further claim against us under that contract.

3.3 If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss or increase in the price of the goods).

3.4 We may deliver the goods in instalments. Each instalment is treated as a separate contract. Non-delivery of or any defect in one instalment shall not entitle you to cancel any other instalments or the contract as a whole.

3.4.1 We will use reasonable endeavours to meet any estimated delivery date or time, but we do not guarantee any fixed delivery date or time. Dates and time of delivery are not and shall not be of the essence of the contract.

3.5 We may (at our sole discretion) decline to deliver the Goods (or deliver only to the nearest accessible point) and shall not be liable for any resulting delay, costs, losses, claims or consequences if, in our reasonable opinion (or that of our driver, authorised representative or any third-party carrier we engage):

3.5.1 the access roads, track, driveway, site entrance, hard-standing, ground conditions or any part of the delivery route is unsuitable, unsafe, unstable, waterlogged, soft, narrow, obstructed, restricted, or otherwise inadequate for the safe passage or operation of our delivery vehicle (or any third-party delivery vehicle we engage);

3.5.2 there is no adequate, safe or lawful parking/loading/unloading space available at or near the delivery address.

3.5.3 delivery would involve unreasonable risk to persons, property, the vehicle or the Goods (including any risk of damage to the Goods, injury to personnel, or breach of health and safety requirements);

3.5.4 delivery would be unlawful, in breach of any regulation, restriction, permit requirement, weight limit, environmental restriction, congestion charge zone rule, or any other legal or contractual obligation.

3.5.5 the delivery site or access is affected by adverse weather, site works, traffic restrictions, security restrictions, or any other circumstance beyond our reasonable control that makes delivery impractical or unsafe.

3.5.6 you fail to provide sufficient labour, equipment, or assistance for safe unloading (where unloading is your responsibility under these Terms);

3.5.7 any other circumstance exists which, in our reasonable opinion, makes delivery inappropriate, impossible or disproportionately difficult.

3.5.8 In such cases we may (at our option) cancel the delivery, leave the Goods at the nearest accessible point (including kerbside or roadside), or require you to collect the Goods from our premises or an alternative location. Any additional costs incurred (including redelivery charges, storage fees, return transport or abortive journey costs) shall be payable by you on demand.

3.6 We strongly recommend that you do not book or engage fitters, tradespersons, installers or any other third-party contractors, or events until your order has been delivered in full and you have inspected and checked the Goods to your satisfaction.
We cannot be held responsible or liable for any third-party costs, charges, losses or expenses (including but not limited to labour, installation, consequential or indirect costs) which you incur as a result of non-delivery, delayed delivery, partial delivery, or goods not being checked on delivery.

3.7 If our delivery vehicle or any third-party delivery vehicle we engage incurs any parking charge notice, penalty charge notice, parking fine, ticket, congestion charge, clean air zone charge, ultra low emission zone charge or similar fee or penalty while attempting to deliver to your site or premises (and where such charge is incurred because of site access restrictions, absence of permitted loading/unloading facilities, or other conditions at your location with no reasonable alternative available to us), you agree to reimburse us in full for the amount paid plus any reasonable administrative costs we incur in dealing with the matter. We will provide reasonable evidence of the charge upon request.

3.8 You are solely responsible for providing us with the correct and complete delivery address at the time of ordering. We will deliver to the address you specify in the order (or as subsequently confirmed by you in writing). We shall have no liability for any delay, additional costs, failed delivery, or other consequences arising from any error, inaccuracy or incompleteness in the delivery address you provide.

3.9 You shall ensure that the delivery site provides safe, suitable and lawful access for our delivery vehicle (or any third-party carrier we engage), including adequate parking/loading/unloading space and hard-standing capable of supporting the weight of the vehicle and load. We (or our carrier) may refuse to deliver (or deliver only to the nearest accessible point) if, in our reasonable opinion (or that of our driver, authorised representative or third-party carrier), the access roads, ground conditions, parking arrangements or any other aspect of the site or getting to the delivery site are unsuitable or unsafe. You shall indemnify us (and keep us indemnified) on a full indemnity basis against all costs, claims, losses, damages, expenses, liabilities, fines, penalties and legal costs which we or our carrier may incur or suffer as a result of delivery to the site you nominate (or any alternative site you later nominate), including (without limitation) vehicle recovery, additional delivery attempts, third-party claims, or any breach by you of this clause.

3.10 Where we arrange delivery using a third-party transport company, haulier, courier or other delivery provider, we act solely as your agent in instructing and engaging that provider. We accept no liability for any act, omission, negligence, breach of duty, tort, delay, damage, loss or other consequence arising from or in connection with the acts or omissions of any third-party provider. You agree to pursue any claim directly against that third-party provider.

3.11 Certain Goods are age-restricted by law or our policy (including but not limited to acid-based products, cutting tools, utility knives, blades, solvents, adhesives or any other item we, or statute, nation or local laws or bylaws designate as age-restricted). For any age-restricted Goods, whether collected from our premises or delivered by us, our employees or any third-party carrier or courier we engage we reserve the right to require photographic identification (such as a valid passport, photo-card driving licence or other government-issued photo ID) from the person collecting or accepting delivery to verify that they are aged 18 or over (or the applicable legal age for that product) we have your express permission to take copies of such ID. We may refuse to release or deliver the Goods if satisfactory age verification cannot be provided, and we shall have no liability for any resulting delay, costs, losses or consequences. In addition, for any high-value order (as determined by us in our sole discretion), we reserve the right to require photographic identification from the person collecting or accepting delivery, regardless of whether the Goods are age-restricted. If satisfactory identification cannot be provided, we may (at our discretion) contact you to confirm authorisation or refuse to release/deliver the Goods. We shall have no liability for any delay, additional costs, losses or consequences arising from the exercise of these rights.

4 Risk

4.1 The goods are at your risk from the time of delivery.

4.2 Delivery takes place either:

4.2.1 at our premises (if you are collecting them or arranging carriage); or

4.2.2 at your premises or address specified by you (if we are arranging carriage).

4.3 We shall only deliver the goods to the kerbside of the address specified and neither we, nor any third-party carrier we engage, will be held liable for any damages caused to private property potentially caused when delivering.

4.3.1 Unless we have expressly agreed in writing or verbally to deliver the Goods to a location beyond the public highway or kerbside (such as onto private property, a driveway, into a garage, onto scaffolding, suitably tested & certified gantry or any other non-public area), all deliveries will be made to the kerbside, nearest public highway, parking bay or other publicly accessible point adjacent to the delivery address.

In all cases (including kerbside, highway, parking bay or roadside deliveries), you assume all risk of loss, damage, theft, destruction or deterioration of the Goods from the moment they are left at the delivery point, and all risk of damage to any property (whether yours, any third parties, public highway infrastructure, street furniture, parked vehicles or otherwise) arising from or in connection with the placement or presence of the Goods at that location.

You agree to fully indemnify us (and keep us indemnified) on a full indemnity basis against all claims, demands, losses, damages, costs, expenses, liabilities, fines, penalties and legal costs which we may suffer or incur as a result of or in connection with:

the Goods being left at the kerbside, in a parking bay, on the public or private highway or any other publicly or privately accessible point;
any damage or obstruction caused by the Goods or our delivery vehicle during or after delivery to such a point;
any beyond-kerbside delivery we agree to make at your specific request (whether agreed verbally or in writing).
This indemnity survives termination of any contract.

4.3.2 Unloading of the Goods is entirely at your risk. Neither we nor any third-party carrier we engage shall be liable for any damage, loss, deterioration, injury, death or other consequence arising during or in connection with the unloading of the Goods, howsoever caused.

You agree to fully indemnify us (and keep us indemnified) on a full indemnity basis against all claims, demands, losses, damages, costs, expenses, liabilities, fines, penalties and legal costs which we may suffer or incur as a result of or in connection with unloading of the Goods.

This indemnity survives termination of any contract.

4.3.3 You assume all risk of any damage to land, property, driveways, access routes, pavements, highways, street furniture, parked vehicles, or any other surface or item (whether owned by you, any third party, the landowner, principal contractor, neighbour, occupier or any other person or entity) arising from or in connection with our delivery vehicle or any third-party delivery vehicle we engage accessing the delivery location or being present at or near the delivery point.

You shall fully indemnify us (and keep us indemnified) on a full indemnity basis against all claims, demands, losses, damages, costs, expenses, liabilities, fines, penalties and legal costs (including our reasonable legal costs on a full indemnity basis) which we may suffer or incur as a result of or in connection with such access or delivery, including (without limitation) any claim, complaint or demand made by any neighbour, adjoining occupier, landowner, occupier, highway authority, local or national authority or other third party in respect of any alleged damage, obstruction, nuisance, trespass or interference caused by the delivery vehicle, the Goods or the delivery process.

This indemnity survives termination of any contract.

4.3.4 You are solely responsible for assessing and ensuring that the delivery location and surrounding land (including any access routes, driveways, hard-standing or adjacent areas) are capable of safely supporting the weight and size of our delivery vehicle (which may be a large-capacity lorry of 26 tonnes or more, potentially fitted with crane, HIAB or grab off-load equipment).

We accept no liability whatsoever for any subsidence, collapse, cracking, damage or other consequence to land, property or structures (whether yours or any third party’s) arising from or in connection with the weight or presence of our delivery vehicle at or near the delivery point.

You shall fully indemnify us (and keep us indemnified) on a full indemnity basis against all claims, demands, losses, damages, costs, expenses, liabilities, fines, penalties and legal costs which we may suffer or incur as a result of any such subsidence, collapse, damage or other consequence.

This indemnity survives termination of any contract.

4.4 You must inspect the goods on delivery. If any goods are damaged or not delivered, you must write to tell us within two days of delivery or the expected delivery time. You must give us (and any carrier) a fair chance to inspect the damaged or remaining goods used or unused. Any goods which you claim to be damaged must not be used without our written consent. We cannot be held responsible for any subsequent losses realised or unrealised resulting from your decision to use allegedly faulty or damaged goods.

4.5 If a third party (including your employees, agents, subcontractors or any courier) collects the Goods on your behalf, they must present:
(a) a copy of the order confirmation or collection reference (either printed or on a mobile device); and

(b) if we so ask - valid photographic identification (such as a photo-card driving licence or passport), which we may photocopy or photograph for our records.

4.6 If satisfactory identification cannot be provided, we may (at our discretion) contact you by telephone or other means to confirm authorisation before releasing the Goods. Goods will not be released to any non-approved collection or courier company, or if we reasonably suspect unauthorised collection. We shall have no liability for any delay, costs or consequences arising from refusal to release Goods under this clause.

4.7 Any vehicle (including those belonging to you, your employees, agents, subcontractors, visitors or any other person collecting or delivering on your behalf) parked or left on our premises, car park, goods yards, loading areas or any other part of our land is parked entirely at the owner's risk. We accept no liability for any loss, theft, damage or destruction to any vehicle or its contents (however caused, including our negligence), except where such loss or damage is caused by our wilful default. It is your responsibility to ensure that any vehicle that you or your chosen courier collects goods from us is suitable for the load and we are not responsible for checking your vehicle load weights, configurations or securing of the loads.

4.8 Unless the order confirmation expressly states that we will be responsible for off-loading the Goods (which we rarely agree to), or unless the delivery is made using a grab, Hiab, crane or other mechanical off-loading vehicle supplied directly by us, you are solely responsible for safely off-loading the Goods from the delivery vehicle at the point of delivery. You must provide adequate labour, equipment, safe access and any necessary assistance for unloading. We (or our carrier) may refuse to off-load (or may off-load only to the extent we consider safe) if, in our reasonable opinion (or that of our driver or authorised representative), unloading would be unsafe, impractical or impossible without mechanical assistance or additional resources provided by you. Where we engage a third-party transport company, haulier, courier or other delivery provider, we act solely as your agent in instructing and arranging such delivery. We do not accept any liability whatsoever for any act, omission, negligence, breach of duty, tort, delay, damage, loss, injury or other consequence arising from or in connection with the acts or omissions of any third-party delivery provider, including (without limitation) during unloading, handling or placement of the Goods. Neither we nor any third-party carrier we engage shall be liable for any damage to the Goods, property, injury or any other loss occurring during or in connection with loading or unloading, unless you prove that such matter was caused solely and directly by the proven negligence of our own employee driver (and not by any third-party carrier or their personnel).

5 Payment terms

5.1 Payment is due in cash or cleared funds prior to delivery or collection of the Goods, unless you have an approved credit account & are in not in breach of the terms of credit with us and payment terms have been expressly agreed in writing.

5.2 Business customers: If you have an approved credit account, payment is due no later than 14 days from the date of invoice unless otherwise agreed in writing.

5.3 If you fail to pay us in full on the due date we may:

5.3.1 suspend or cancel current in-hand and future deliveries.

5.3.2 cancel any discount offered to you.

5.3.3 charge you interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998 (plus 8%).

a. calculated (on a daily basis) from the date of our invoice until payment;

b. compounded on the first day of each week; and

c. before and after any judgment (unless a court orders otherwise);

5.3.4 claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs; and

5.3.5 recover (under clause 5.8) the cost of taking legal action to make you pay.

5.3.6 charge you a £45+VAT handling fee (for dishonoured payment)

5.4 If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may take any of these actions at any time and without notice.

5.5 Customers do not have the right to set off any money you may claim from us against anything you may owe us.

5.6 While you owe money to us, we have a right to keep any property we may hold of yours until you have paid us in full (a lien).

5.7 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including finance costs and legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms. You are liable to us for losses we incur because you do not comply with these terms. We may claim those losses from you at any time and if we have to take legal action, we will ask the court to make you pay our legal costs.

5.8 We may (without prejudice to any other rights) suspend further deliveries, cancel any undelivered orders or require immediate cash payment (without notice) if: (a) you exceed any credit limit we have given; (b) any sum is overdue; or (c) we reasonably believe you are or may become insolvent.

6 Title

6.1 For all customers until you pay all debts you may owe us:

6.1.1 all goods supplied by us remain our property;

6.1.2 you must store them so that they are clearly identifiable as our property;

6.1.3 you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;

6.1.4 you may use those goods and sell them in the ordinary course of your business, but not if:

a. we revoke that right (by informing you in writing electronically or by post); or

b. you become insolvent.

6.1.5 you grant us an irrevocable licence at any time to enter any premises (using reasonable force if necessary) where the Goods are or may be stored to inspect them or, where your right to possession has terminated, to recover them (including dismantling if reasonably necessary).

6.2 You must inform us (in writing) immediately if you become insolvent.

6.3 If your right to use and sell the goods ends you must allow us to remove the goods.

6.4 We have your permission to enter any premises where the goods may be stored whether you own that site, land, building, or compound:

6.4.1 at any time, to inspect them; and

6.4.2 after your right to use and sell them has ended, to remove them, using reasonable force if necessary. This retention of title clause continues to apply notwithstanding any subsequent insolvency event affecting you.

6.5 Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.

6.6 You are not our agent. You have no authority to make any contract on our behalf or in our name.

7 Warranties

7.1 We warrant that the goods:

7.1.1 comply with their description on our acknowledgement of the order form; and

7.1.2 are free from material defect at the time of delivery (as long as you comply with clause 7.4).

7.2 We give no other warranty (and exclude any warranty, term, or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.

7.3 If you believe that we have delivered goods which are defective in materials or workmanship, you must:

7.3.1 inform us (in writing), with full details, as soon as possible; and

7.3.2 allow us to investigate (we may need access to your premises, site, land or compound and product samples).

7.4 If the goods are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions (in clause 7.3) in full, we will (at our option) repair the goods replace the goods or refund the price.

7.5 We are not liable for any other loss or damage arising from the contract or the supply of goods or their use, even if we are negligent, including (as examples only);

7.5.1 direct financial loss, loss of profits or loss of use; and

7.5.2 indirect or consequential loss

7.6 Our total aggregate liability to you arising from any and all claims for damage to property caused by our negligence (whether under a single contract, a series of related contracts, or from any single or series of related causes or events) shall not exceed the price actually paid by you for the Goods giving rise to the claim.

7.6.1 Notwithstanding any other provision in these terms (but subject always to clause 7.8), our total aggregate liability to you under or in connection with any contract (or series of related contracts) for any and all claims, losses, damages, or liabilities of any nature whatsoever (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) shall in no circumstances exceed the price actually paid or payable by you for the goods supplied under that contract.

7.7 For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods.

7.8 Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.

7.9 Subject always to clause 7.8, we exclude all liability for any indirect or consequential loss or damage, or for any (whether direct or indirect) loss of profit, loss of business, depletion of goodwill, loss of anticipated savings or similar economic loss, howsoever arising (whether in contract, tort, breach of statutory duty or otherwise), even if we were advised of the possibility of such loss.

7.10 Where we engage a third-party carrier, haulier, courier or other delivery provider to deliver the Goods on our behalf, we act solely as your agent in arranging such delivery. We do not accept any liability whatsoever for any act, omission, negligence, breach of duty, tort, delay, damage, loss, mis delivery, injury or other consequence arising from or in connection with the acts or omissions of any such third-party provider. Any claim relating to such matters must be made directly against the third-party provider.

7.11 Nothing in these Terms excludes or restricts our liability for death or personal injury caused by our negligence or for any deliberate or reckless misconduct by us.

8 Specification

8.1 If we prepare the goods in accordance with your specifications or instructions you must ensure that:

8.1.1 the specifications or instructions are accurate and that our interpretation of those specifications or instructions is correct then, accept the quote or contract to supply;

8.1.2 goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them; and

8.1.3 your specifications or instructions will not result in the infringement of any intellectual property rights of a third party, or in the breach of any applicable law or regulation.

8.2 For all customers we reserve the right;

8.2.1 to make any changes in the specifications of our goods that are necessary to ensure they conform to any applicable safety or statutory requirements; and

8.2.2 to make without notice any minor modifications in our specifications we think necessary or desirable.

9 Return of goods

9.1 We will accept the return of goods from you only:

9.1.1 by prior arrangement (confirmed in writing);

9.1.2 on payment of a 30% restocking/handling charge (unless the goods were defective when delivered) and

9.1.3 where the goods are as fit for sale on their return as they were on delivery (including all the original packaging).

9.2 For goods to qualify for return (whether under this goodwill policy or otherwise, and subject always to clause 9.1), they must be unopened, unused, clean and tidy and in a fully resaleable condition.

9.3 Due to their nature, the following items are non-returnable and non-refundable (unless they are faulty, not as described, or otherwise required by law):
• Perishable goods
• Made-to-measure or bespoke products
• Products with a short shelf life or sell-by date
• Specially ordered items
• Boilers, direct or indirect cylinders
• Cementitious goods (Cement, levelling compounds, post mixes, pre-mixed mortars/concrete, tanking slurries, engineering grouts)
• Concrete Products (e.g., concrete or aircrete blocks, concrete posts, concrete lintels, coping stones)
• Bulk bag products such as aggregates
• Bagged products (e.g. Multi-Finish, plasters, tile adhesives, aggregates)
• Mixed paints/liquids, wall renders, wall primers
• Opened chemicals/liquids
• Plasterboards
• Opened toilet seats (hygiene reasons), opened Pan connectors for Toilets
• Opened sealed/sensitive electrical goods
• Installed/fitted goods
• Opened windows and doors
• Goods inseparably mixed with other items after delivery.

10 Export terms

10.1 Clause 10 of these terms applies (except to the extent that it is inconsistent with any written agreement between us) where we supply the goods over an international border or overseas.

10.2 The ‘Incoterms’ of the International Chamber of Commerce which are in force at the time when the contract is made apply to exports, but these terms prevail to the extent that there is any inconsistency.

10.3 Unless otherwise agreed, the goods are supplied ex works from our place of manufacture or storage.

10.4 Where the goods are to be sent by us to you by a route including sea transport we are under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.

10.5 You are responsible for arranging testing and inspection of the goods at our premises before shipment (unless otherwise agreed). We are not liable for any defect in the goods which would be apparent on inspection unless a claim is made before shipment. We are not liable for any damage during transit.

10.6 We are not liable for death or personal injury arising from the use of the goods delivered in the territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977).

11 Cancellation

11.1 You may not cancel the order unless we agree in writing (and clauses 3.2.2 and 11.2 then apply).

11.2 If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the order.

11.3 We may suspend or cancel the order, by written notice if:

11.3.1 you fail to pay us any money when due (under the order or otherwise);

11.3.2 you become insolvent;

11.3.3 you fail to honour your obligations under these terms.

12 Waiver and variations

12.1 Any waiver or variation of these Terms is binding only if:
12.1.1 made (or recorded) in writing;
12.1.2 signed on behalf of each party; and
12.1.3 expressly stating an intention to waive or vary these Terms.

12.2 All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.

13 Force Majeure

13.1 Neither we nor you shall be liable for any failure or delay in performing our respective obligations under any contract to the extent that such failure or delay is caused by a Force Majeure Event.

13.2 A “Force Majeure Event” means any event or circumstance beyond the reasonable control of the affected party, including but not limited to:
a. acts of God, fire, flood, earthquake, storm, extreme weather or other natural disaster;
b. war, civil commotion, riot, invasion, armed conflict, terrorist attack or threat of terrorist activity;
c. compliance with any law, governmental order, rule, regulation, direction or action (including export/import restrictions, sanctions, customs delays or border controls);
d. epidemic, pandemic or outbreak of infectious disease (including any related government restrictions or lockdowns);
e. strikes, lock-outs, industrial action or other labour disputes (whether involving our workforce or that of third parties);
f. non-availability, shortage, delay or failure of supply of raw materials, components, fuel, utilities, transport or services from third-party suppliers or subcontractors;
g. collapse of buildings, failure of plant, machinery, equipment or technology (including cyber-attack, IT failure or telecommunications outage);
h. any other event or circumstance which is beyond the reasonable control of the affected party.

13.3 The affected party shall:
a. as soon as reasonably practicable notify the other party in writing of the Force Majeure Event and its expected duration;
b. use reasonable endeavours to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably possible.

13.4 If a Force Majeure Event prevents, hinders or delays performance of our obligations for a continuous period of more than 60 days, either party may terminate the affected contract(s) immediately by giving written notice to the other without liability (except for payment obligations accrued prior to the Force Majeure Event).

13.5 For the avoidance of doubt, nothing in this clause affects your obligation to pay any sums due to us under these Terms or any contract.

14 General

14.1 These Terms and any Contracts shall be governed by and construed in accordance with English law and shall be subject to the exclusive jurisdiction of the English courts.

14.1.1 We reserve the right to make changes to these Terms at any time without giving prior notice to you. Any changes will be posted on our website www.saimaxx.com and a copy may also be obtained from our branches. Such changes will take effect immediately upon posting or publication. You should therefore check and read these Terms each time you place an order with us, as the version in force at the time of your order will apply to that contract.

14.2 If you consist of more than one person, firm, company, partnership, limited liability partnership, joint venture or other entity (whether or not jointly and/or severally liable under the contract), each of you shall be jointly and severally liable for all obligations and liabilities arising under or in connection with these Terms and any contract formed under them.

14.3 You must inform us immediately when your address or other contact details change.

14.4 If any of these terms are unenforceable as drafted:

14.4.1 it will not affect the enforceability of any other of these terms; and

14.4.2 if the term would be enforceable if it were changed slightly, it will be treated as if it had been changed in that way.

14.5 We may treat you as insolvent if:

14.5.1 you are unable to pay your debts as they fall due; or

14.5.2 you (or any item of your property) becomes the subject of:

a. any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);

b. any application or proposal for any formal insolvency procedure; or

c. any application, procedure or proposal overseas with similar effect or purpose.

14.6 All brochures, websites, leaflets, literature, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.

14.7 Any notice required or permitted to be given under these Terms must be in writing and may be served by any of the following methods:
a. delivering it by hand to the other party’s registered office or principal place of business;
b. sending it by First Class Signed-for post or Recorded Delivery to the other party’s registered office or principal place of business;
c. sending it by email to the email address last notified in writing by the receiving party for the purpose of serving notices (or, in the absence of such notification, to the email address used in the ordinary course of trading between us). Notices sent by email shall be deemed received at the time of transmission (unless sent outside normal business hours, in which case receipt is deemed at 9:00 am on the next working day), provided no automated delivery failure notification is received by the sender within 24 hours. All notices must be signed (or, in the case of email, sent from an email address that clearly identifies the sender as an authorised representative of the sending party).

14.8 No person who is not a party to any contract formed under these Terms shall have any right to enforce any term of that contract under the Contracts (Rights of Third Parties) Act 1999 or otherwise. The parties expressly confirm that they do not intend any term of these Terms or any contract to be enforceable by any third party.

14.9 You acknowledge and agree that in entering into any contract with us you have not relied upon, and shall have no remedy in respect of:

14.9.1 any representation, warranty, undertaking, promise, assurance or statement (whether oral, written or in any other form) made by or on behalf of us, unless it is:
a. made in writing by one of our authorised representatives (being a director, senior manager or other person we have expressly confirmed in writing as having such authority); and
b. either contained in our written quotation/estimate (or any covering letter/email) and not withdrawn before the contract is formed, or expressly stated in writing to be a term upon which you may rely when entering the contract; or

14.9.2 any pre-contractual statement, representation or advice given by our employees, agents or representatives that is not incorporated into the contract in accordance with 14.9.1 above.

14.10 Nothing in these Terms excludes or limits our liability for fraudulent misrepresentation (whether made by us or on our behalf), or for any fraudulent act or omission by our employees, agents or representatives.

14.11 These Terms and any document expressly referred to in them constitute the entire agreement between us and supersede all previous agreements, arrangements and understandings between us relating to their subject matter. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these Terms or any document expressly referred to in them.

14.12 We may assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under any contract. You may not assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under any contract without our prior written consent.

15 Guarantees

Where the business customer is a Limited Company or a Limited Liability Partnership or a Sole Trader or a company Limited by Guarantee the following provisions apply: -

The signatory to these terms and conditions shall personally guarantee the obligation of the limited company or the limited liability partnership and the signatory guarantees to SAIMAXX and accepts responsibility for the discharge and performance of the obligations under this agreement and agrees irrevocably to compensate SAIMAXX in full on demand for all losses costs or expenses suffered or incurred by SAIMAXX arising as a result of or in connection with any failure on behalf of the limited company or the limited liability partnership or a Sole Trader or a Company Limited by Guarantee to perform or comply with its obligations and the signatory shall consent to the entry of a restriction in the title of any land or property which they own recording the indebtedness to SAIMAXX.

16 Packaging and Waste

16.1 You are solely responsible for the safe and lawful disposal (including recycling where required) of all waste, packaging, off-cuts, residues, containers, pallets or other materials arising from or in connection with the Goods (including any packaging supplied by us).

16.2 You must comply at all times with all applicable laws, regulations, codes of practice and obligations relating to waste management, duty of care, packaging recovery/recycling (including the Packaging Waste Regulations and producer responsibility obligations), and environmental protection.

16.3 You indemnify us (and keep us indemnified) on a full indemnity basis against all costs, claims, demands, liabilities, losses, damages, fines, penalties and expenses (including reasonable legal costs) which we may suffer or incur as a result of or in connection with any breach by you of this clause 16 or any failure to comply with applicable waste or packaging legislation.

16.4 You agree to provide us promptly with any information we reasonably require to comply with our obligations under packaging waste regulations, including the Packaging Waste (Data Reporting) Regulations and Extended Producer Responsibility scheme. You indemnify us against any fines, fees, costs or liabilities arising from your failure to provide such information or from any inaccuracy in information you supply.

17 Health & Safety

17.1 You shall ensure that the Goods are only installed, handled, stored, used and disposed of by persons with appropriate training, qualifications, skill and experience, strictly in accordance with manufacturer instructions and all applicable laws and regulations. You indemnify us (and keep us indemnified) against any liability, claims, losses, costs or expenses arising from your failure to comply with this clause.

18 Anti-Bribery & Modern Slavery

18.1 You warrant that you will comply with all applicable anti-bribery, anti-corruption and modern slavery legislation (including the Bribery Act 2010 and Modern Slavery Act 2015). Breach of this clause entitles us to terminate the contract immediately (without liability) and you shall indemnify us for all losses, costs and expenses arising from or in connection with any such breach.

19 Anti-Money Laundering

19.1 You warrant and undertake that you will (and will ensure that your employees, agents, subcontractors and any other person acting on your behalf will) comply at all times with all applicable anti-money laundering, counter-terrorist financing and economic sanctions laws and regulations in force in the United Kingdom from time to time (including the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 as amended, the Proceeds of Crime Act 2002, the Terrorism Act 2000 and any successor or related legislation) and any equivalent laws in any other jurisdiction relevant to the performance of your obligations under these Terms or any contract.

19.2 You shall not, and shall ensure that none of your employees, agents or subcontractors shall, engage in any activity that would constitute a breach of such laws, including (without limitation) the making or receiving of any payment in connection with this contract that is derived from, or intended for the financing of, criminal activity.

19.3 You shall promptly notify us in writing if you become aware of any actual or suspected breach of this clause 19 by you or any of your employees, agents or subcontractors.

19.4 We may immediately suspend performance of any contract, refuse to accept any further orders, or terminate any contract without liability (except for payment obligations accrued prior to suspension/termination) if we reasonably suspect that you or any of your employees, agents or subcontractors has breached this clause 19 or any applicable anti-money laundering or sanctions law.

19.5 You shall indemnify us (and keep us indemnified) on a full indemnity basis against all losses, liabilities, damages, costs, expenses (including reasonable legal costs), fines, penalties and regulatory sanctions suffered or incurred by us as a result of any breach by you of this clause 19.

20 Data Protection

20.1 We will process any personal data you provide to us (or that we collect about you or your personnel) in accordance with applicable data protection law, including the UK GDPR and Data Protection Act 2018. We collect and use personal data only for the purposes of fulfilling your orders, managing accounts, deliveries and legal obligations. For more information on how we handle your personal data, please ask in branch.

20.2 You warrant that you have all necessary rights and consents to provide us with any personal data relating to third parties (including your employees or agents) and that you will comply with your obligations as data controller (where applicable) under applicable data protection law.

20.3 We shall not be liable for any loss, damage or expense arising from any breach by you of your data protection obligations or from any claim made against us arising from your provision of personal data to us.