TERMS AND CONDITIONS OF SALE
• Sabert Corporation Europe S.A. • Sabert UK Ltd
PART 1 — MASTER TERMS & CONDITIONS
Apply to all orders unless modified in the relevant Schedule.
1. Definitions
In these Terms:
“Seller” means the legal entity identified on the quotation, order confirmation, invoice or contract, being one of:
- Sabert Corporation Europe S.A.
- Sabert UK Ltd
“Buyer” / “Client” means the natural or legal person purchasing Goods from the Seller.
“Goods” means any products, materials, tooling, packaging, development work, or services supplied by the Seller.
“Contract” means the agreement between Seller and Buyer for the supply of Goods incorporating:
(i) these Master Terms; and
(ii) the applicable Schedule for the Seller entity.
“Intellectual Property Rights” means all patents, trademarks, copyright, designs, trade names, domain names, logos, know-how and similar rights, whether registered or unregistered.
2. Formation of Contract
a) All quotations, orders and deliveries are governed exclusively by these Terms.
b) Buyer terms and conditions are excluded unless expressly accepted in writing by an authorised representative of the Seller.
c) Orders are binding and irrevocable upon submission.
d) Each order placed by the Buyer constitutes an offer. A Contract is formed only upon written acceptance by the Seller.
e) Seller may withdraw or amend any quotation prior to acceptance.
f) Seller may reject orders or vary payment terms based on the Buyer’s financial situation or if the order is outside the normal course of business.
3. Prices, Minimum Order Requirements & Shelf-Life
a) Prices are exclusive of VAT, duties, taxes, transport, and surcharges unless otherwise stated.
b) All orders are subject to the Seller’s Minimum Order Quantity (MOQ) and/or Minimum Order Value (MOV) requirements as set out in the quotation, order confirmation, contract agreement.
c) Seller may revise prices to reflect changes in raw materials, production costs, labour, energy, exchange rates, transport, or other circumstances beyond its control. Buyer may cancel within 7 working days.
d) Where applicable, the shelf-life of the Goods will be stated in the quotation, technical dossier or product specification. Buyer is responsible for correct storage and stock rotation (First In First Out).
e) Unless agreed otherwise in writing, the price applicable is the price at the date of the Seller’s order confirmation.
4. Payment Terms
a) Unless otherwise stated in the relevant Schedule, invoices are payable within 30 days of the invoice date.
b) Time of payment is of the essence.
c) Buyer may not withhold, deduct or set-off any amount.
d) Payments are deemed received only once cleared into the Seller’s bank account.
e) Late payment entitles Seller to:
- suspend deliveries;
- withdraw credit;
- demand immediate payment of all outstanding sums; and
- apply interest and penalties as set out in the applicable Schedule.
- Late payment interest: 10% per annum plus 15% fixed penalty.
- Inform Credit Insurance and credit agencies.
5. Delivery, Risk & Storage
a) Delivery dates are estimates only and are not of the essence unless expressly agreed in writing.
b) Seller is not liable for delay unless expressly provided for in a Schedule.
c) Each delivery constitutes a separate contract.
d) Risk passes to Buyer upon delivery in accordance with the agreed Incoterm or delivery terms.
e) Storage charges: 12€ or £10 per pallet per week if delivery is refused or delayed by Buyer.
6. Quantity Variations & Tooling
a) A shortage or surplus of up to 10% constitutes due fulfilment of the Contract.
b) Unless expressly agreed otherwise in writing, all tooling, moulds, plates, cutters, artwork and similar equipment remain the property of the Seller, even if the Buyer contributes to their cost.
c) Seller is not liable for any defects, damage, or delays arising from
- normal wear or degradation of tooling.
- Buyer-requested tooling modifications.
- materials specified or supplied by the Buyer.
- inherent limitations of manufacturing processes.
d) Replacement, repair or modification of tooling due to design limitations, wear, or Buyer specifications will be chargeable to the Buyer.
7. Buyer Specifications, Printing & Approvals
a) Buyer is responsible for the accuracy of all specifications, artwork, logos, dimensions, barcodes and data supplied.
b) Buyer warrants that all such materials do not infringe third-party rights and shall indemnify Seller accordingly.
c) Approval of proofs constitutes Buyer’s acceptance, and Seller is not liable for errors present in the approved proof.
d) When Buyer supplies materials, Seller accepts no liability for defects resulting from those materials.
8. Samples
Samples are provided for quality indication only. No Contract is a sale by sample unless expressly stated.
9. Warranty & Claims
a) Buyer must inspect Goods immediately on delivery and must note any issues on the delivery note or the CMR.
b) Claims for apparent defects: within 24 hours of delivery.
c) Hidden defects must be notified within 7 days of delivery or within 24 hours of discovery, whichever comes first.
d) No claim will be accepted after 30 days from delivery, regardless of discovery date.
e) Any dispute relating to an invoice must be notified in writing within 15 days of the invoice date, after which the invoice is deemed accepted.
f) Seller may at its discretion repair, replace or credit the Goods.
g) The seller makes no warranties or conditions, either express or implied. The seller disclaims all liability for loss of use, loss of or damage to data or documents, loss of revenue and/or profits, damages suffered by the client and any other damages caused by an unintentional fault (including damage caused by gross negligence) of the seller or its agents. In no event shall the seller’s liability exceed the value of the products at the time of delivery.
h) The buyer should not use any products following a defective complaint and should keep them available for inspection by Sabert or their representatives.
i) Sabert’s warranty will only apply to defective products that appear pursuant to the correct use of the product.
j) Return of goods are subject to the Sabert return policy which is available on request. Returns can only be sent with prior agreement.
k) Buyer responsible for machine-readable code performance
10. Liability
a) Seller shall not be liable for any:
- loss of profit, revenue or business;
- consequential or indirect loss;
- loss or damage resulting from incorrect storage or misuse;
- losses caused by materials specified or supplied by the Buyer.
b) Nothing limits liability for death or personal injury caused by Seller’s negligence where such limitation is prohibited by law.
11. Retention of Title
a) Title remains with the Seller until payment in full of all sums owed.
b) Until title passes, Buyer must store Goods separately and ensure they are identifiable.
c) Seller may recover Goods if the Buyer defaults or becomes insolvent.
d) Buyer may not charge or encumber Goods prior to title passing.
12. Intellectual Property
a) All Intellectual Property Rights in designs, tooling, artwork, moulds, concepts and developments remain the property of the Seller.
b) No rights are transferred to the Buyer except the right to use the Goods as supplied.
c) Buyer may not copy or replicate Seller’s Intellectual Property.
13. Force Majeure
Seller may suspend or cancel performance if affected by events beyond its reasonable control, including shortages, strikes, pandemics, equipment failure or regulatory actions. Seller shall not be held responsible for any inability to deliver as a consequence of a force majeure situation.
14. Termination
Seller may suspend or terminate the Contract if Buyer:
- fails to pay on time;
- commits a material breach; or
- becomes insolvent.
All costs incurred by Seller become immediately payable.
15. Notices
Notices must be in writing and sent to the registered office of the receiving party or such other address as notified.
16. Severability
If any provision is invalid, the remainder continues in full force.
17 GDPR
GDPR compliance will be as described in Seller’s Privacy Policy.
18. Publication of Terms on Invoice (QR Code / URL)
Seller may provide a short-form reference to these Terms on its invoices, including a QR code or website link directing to the full version.
The Buyer acknowledges that:
- The full Terms were made available at quotation or account creation; and
- The invoice reference serves as confirmation, not creation, of contractual terms.
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PART 2 — ENTITY-SPECIFIC SCHEDULES
SCHEDULE A — SABERT CORPORATION EUROPE S.A. (Belgium)
Registered Address: 1400 Nivelles, rue de I’Industrie 4
CBE number: 0439.984.872
Governing Law: Belgian law
Jurisdiction: Business Court of Brabant Wallon, unless Seller elects otherwise.
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SCHEDULE B — SABERT UK LTD
Registered Address: Enterprise Way, Maulden Road, Flitwick, Bedfordshire, MK45 5BW
Company number: 09664605
Governing Law: England & Wales
Jurisdiction: English courts, or any competent court elected by Seller.