These terms and conditions of sale (Terms), together with any other documents referred to, set out the terms under which we sell any of the goods (Goods) via our website www.sidax.com (our website) or through SiDAX sales channels including your Account Manager. These Terms will apply to any contract between you and SiDAX Limited for the sale of Goods to you (Contract). Please read these Terms carefully before placing an order for Goods from us. By ordering any Goods from us you agree to be bound by these Terms. You will be required to read and accept these Terms when ordering Goods. If you do not agree to comply with and be bound by these Terms, you will not be able to order Goods.
1. Information About Us
www.sidax.com is operated by SiDAX Limited. We are a limited company registered in England and Wales under company number 15648117. Our registered office is at St John's Chambers, Love Street, Chester, CH1 1QY.
2. If You Are a Consumer
2.1 By placing an order through our website, you warrant that:
- (a) you are legally capable of entering into binding contracts;
- (b) you are at least 18 years old;
- (c) you are resident in the UK or the European Economic Area; and
- (d) you are accessing our website from the UK or the European Economic Area.
2.2 As a consumer, you have legal rights in relation to the Goods which are faulty or not as described. Nothing in these Terms will affect these legal rights.
3. If You Are a Business Customer
3.1 If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use our website to purchase Goods.
3.2 These Terms and in the case of our trade customers the terms set out in your trade credit agreement constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us or on our behalf which is not set out in these Terms and that you have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
4. Our Goods
4.1 We make all reasonable efforts to ensure that all descriptions and images of Goods available from us on our website match the actual Goods. Please note images of Goods are for illustrative purposes only. There may be slight variations in colour between the image of a product and the actual product due to differences in computer or device displays and lighting conditions.
4.2 Please note that our Goods may vary in the packaging and branding. We reserve the right to supply you with Goods which may differ in packaging than any previous order.
5. How the Contract Is Formed
5.1 Your order constitutes an offer by you to purchase the Goods in accordance with these Terms and you are responsible for ensuring that the terms of an order submitted are complete and accurate.
5.2 We shall not be obligated to verify the authenticity of any order placed by you or placed on your behalf. You acknowledge and agree that you shall remain fully liable for all orders submitted under your account or on your behalf, including any orders placed through your systems, employees, agents, or representatives. We shall have no responsibility to investigate or confirm the legitimacy of any order, and you shall indemnify and hold us harmless from any claims, losses, or damages arising from fraudulent or unauthorised orders.
5.3 Your order is an offer to purchase from us. When you place an order with us (or otherwise offer to make a purchase from us), you do so in accordance with these Terms and subject to our acceptance of your order (or offer to make a purchase). After placing an order, you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy the Goods.
5.4 An order shall only be deemed to be accepted by us when we issue a written acceptance of the Order which is typically within 48 hours (Order Acknowledgement), at which point and on which date the Contract shall come into existence.
5.5 We will confirm our acceptance to you by sending you an e-mail (Dispatch Confirmation). The Contract between us will only be formed when we send you the Dispatch Confirmation.
5.6 If we are unable to supply the Goods, for example because it is not in stock or no longer available or because of an error in the price on our website, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Goods, we will refund the full amount to your method of payment as soon as possible.
6. Changes to These Terms
We may alter these Terms from time to time, for example, to reflect changes in relevant laws and regulatory requirements. If the changes are likely to affect your order, we will inform you in advance by email and you may contact us to end the Contract before the changes take effect.
7. Price and Payment
7.1 We take reasonable care to ensure that prices shown on our website are correct. The price of Goods will be as quoted on our website from time to time, except in the case of obvious error.
7.2 We reserve the right to change prices at any time without notice to you. Changes in price will not affect any order which we have confirmed with a Dispatch Confirmation.
7.3 All prices are checked as part of our dispatch procedures. If we have shown incorrect pricing information, the following shall apply:
- (a) if the correct price is lower than that shown on our website when you ordered, we will charge the lower amount when dispatching the Goods to you;
- (b) if the correct price is higher than the price stated on our website, we will give you the option to purchase the Goods at the correct price or to cancel your order (or the affected part of it). We will not proceed with processing your order in this case until you respond. If you do not respond within 7 days, we will treat your order as cancelled and inform you of the cancellation in writing.
7.4 Delivery charges are not included in the price of Goods shown on our website. Delivery options and related charges will be presented to you as part of the order process.
7.5 We accept the following methods of payment:
- (a) any major debit or credit card excluding American Express;
- (b) if available to you, our credit options.
7.6 Payment in respect of our credit accounts shall be made in accordance with the terms of your credit agreement.
7.7 We may at any time, without limiting any other rights or remedies that we may have, set off any amount that you may owe us against any amount that is due and payable by us to you.
8. Delivery, Title and Risk
8.1 We shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location). Delivery of the Goods shall be completed on the arrival of the Goods at the ground floor of the Delivery Location, upon which the Goods shall be at your risk and responsibility.
8.2 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by an event outside our control as detailed in clause 13 or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
8.3 Title to the Goods shall not pass to you until the earlier of:
- (a) us receiving payment in full for the Goods (including all applicable delivery charges) and, where other sums payable to us from you are overdue, you have paid those sums too in which case title to the Goods shall pass at the time of payment of all such sums; or
- (b) if you are a business customer, you resell the Goods, in which case title to the Goods shall pass to you at the time specified in clause 8.5.
8.4 Until title to the Goods has passed to you, you shall:
- (a) store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
- (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
- (c) be liable to us for any loss, damage or destruction of the Goods.
8.5 Subject to clause 8.6, you may resell or use the Goods in the ordinary course of business (but not otherwise) before we receive payment for the Goods. However, if you resell the Goods before that time:
- (a) you do so as principal and not as our agent; and
- (b) title to the Goods shall pass from us to you immediately before the time at which resale by you occurs.
8.6 At any time before title to the Goods passes to you, we may:
- (a) by notice in writing to you, terminate your right under clause 8.5 to resell the Goods or use them in the ordinary course of your business; and
- (b) require you to deliver up all Goods in your possession and control that have not been resold or irrevocably incorporated into another product, and if you fail to do so promptly, enter your premises or of any third party where the Goods are stored, to recover them. You shall procure entry to any such third party's premises if requested to do so by us.
9. Your Rights to End the Contract If You Are a Consumer
This clause 9 applies only to consumers.
9.1 Under the Consumer Contracts Regulations 2013, you have the right to cancel the Contract within 14 days without giving any reason (except in respect of items or products listed at clause 9.5).
9.2 Under the Consumer Contracts Regulations 2013, the cancellation period expires:
- (a) if the product is goods, after 14 days from the day on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the goods; and
- (b) if the product is services, after 14 days from the day on which the contract is entered into.
9.3 To exercise the right to cancel the Contract, you must inform us of your decision to cancel the Contract by a clear statement by contacting us by telephone, email or post. Please provide your name, home address, details of the order and, where available, your phone number and email address.
9.4 To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
9.5 You do not have a right to change your mind in respect of:
- (a) goods which are cut, made to measure or mixed to your requirements, or otherwise customised or made to your specifications will not be exchanged or refunded unless they are faulty or incorrectly delivered;
- (b) goods which are liable to deteriorate or expire rapidly, including perishable products such as plants or turf, will not be exchanged or refunded unless they are faulty or incorrectly delivered;
- (c) goods which are not suitable for return due to health or hygiene reasons, if you have opened the Goods packaging after delivery or collection; and
- (d) goods which become mixed inseparably with other items after delivery or collection (which may be the case where the Goods are installed).
How to return products
9.6 If a consumer wishes to exercise their rights to a refund under this clause 9, you must arrange for the return of the Goods as soon as possible and in any event not later than 14 days after the day on which you cancel the order.
9.7 Returns to us are at your own cost, unless Goods are faulty or dispatched in error.
9.8 You are responsible for taking reasonable care of the Goods until they are returned to us. We recommend that the Goods are returned to us securely using a service that offers a tracking method and that you keep proof of postage.
Refunds
9.9 Following cancellation, we will refund you the price paid for the cancelled order. Where you cancel the entire order, we will also refund the standard delivery charges paid (if any), or an amount equal to those charges if a consumer elected to use a more expensive delivery method. Refunds will be issued to the same method of payment used when you placed your order.
10. Faulty, Damaged, or Incorrect Goods
10.1 If any Goods you have purchased have faults or are damaged when you receive them, or if you receive incorrect or incorrectly priced Goods, please contact us as soon as reasonably possible to inform us of the fault, damage or error.
10.2 You will not be eligible to claim for faulty, damaged or incorrect Goods if:
- (a) we informed you of the fault(s), damage or other problems with the Goods before you purchased them (and it is because of the same issue that you now wish to return them);
- (b) you have purchased the Goods for an unsuitable purpose that is neither obvious nor made known to us and the problem has resulted from your use of the goods for that purpose; or
- (c) if the problem is the result of normal wear and tear, misuse or intentional or careless damage.
11. Our Liability If You Are a Business
This clause 11 only applies if you are a business customer.
11.1 Nothing in these Terms limit or exclude our liability for:
- (a) death or personal injury caused by our negligence;
- (b) fraud or fraudulent misrepresentation;
- (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
- (d) defective products under the Consumer Protection Act 1987.
11.2 Subject to clause 11.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
- (a) any loss of profits, sales, business, or revenue;
- (b) loss or corruption of data, information or software;
- (c) loss of business opportunity;
- (d) loss of anticipated savings;
- (e) loss of goodwill; or
- (f) any indirect or consequential loss.
11.3 Subject to clause 11.1 and clause 11.2, our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total price paid for the Goods.
11.4 Except as set out in our agreement, all other terms, warranties, representations and conditions implied by statute, common law or otherwise (including fitness for purpose) are excluded to the fullest extent permitted by law.
11.5 Subject to clause 11.1, we will not be responsible to you or, if you are undertaking work for another person, to any other person, for the use or installation of any Goods by you (or on your behalf). Accordingly, as a business customer, you hereby agree to hold us harmless, and indemnify us, against any liability associated with any claim or allegation that we are responsible for any failings in the installation or use of Goods that we supply.
12. Our Liability If You Are a Consumer
This clause 12 only applies if you are a consumer.
12.1 To the extent not prohibited by law, we accept no liability for any:
- (a) loss which is not foreseeable (loss is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and us at the time you and we entered into our agreement);
- (b) loss which arises when we are not at fault or in breach of our agreement; and
- (c) business loss (which includes loss of profits, loss of business, contracts, goodwill, business opportunity and other similar losses).
12.2 If you are acting as a consumer, you may have certain legal rights regarding claims in respect of losses caused by our negligence or failure to carry out our obligations. Nothing in our agreement is intended to limit your legal rights as a consumer.
12.3 We do not in any way exclude or limit our liability for:
- (a) death or personal injury caused by our negligence;
- (b) fraud or fraudulent misrepresentation;
- (c) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
- (d) any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and
- (e) defective products under the Consumer Protection Act 1987.
13. Events Outside Our Control
We shall have no liability to you for any failure or delay in supply or delivery, nor if performance of any of our obligations is prevented or restricted, nor for any damage or defect to Goods supplied or delivered under our agreement, in each case that is caused by any event or circumstance outside our reasonable control (including, without limitation, the following to the extent these are outside our reasonable control: accidents, extreme weather conditions, fire, explosion, flood, storm, earthquake, natural disaster, failure of telecommunications networks, inability to use transport networks, acts of God, terrorist attack, war, civil commotion, riots, strikes, lockouts and other industrial disputes, acts or restraints of Government, and imposition of restrictions on imports or exports).
14. Your Information
In the course of our dealings with you we will collect and process personal information about you, including to administer and process your order and to provide the Goods. Further information on the manner in which we process personal information is set out in our Privacy Policy, a copy of which is available on our website.
15. How to Contact Us
To contact us with general questions, please email us at enquiries@sidax.com, telephone us on 03330 383388, or contact us by post by writing to us at SiDAX Limited, Unit One, Post Office Lane, Malpas, SY14 8FN.
16. Other Important Terms
16.1 We may transfer our obligations and rights under these Terms (and the Contract) to a third party. We will try to ensure that the transfer will not substantially affect your rights under the contract.
16.2 You may not transfer your obligations and rights under these Terms (and under the Contract, as applicable) unless we agree in writing.
16.3 The Contract is between you and us, no other person or party will be entitled to enforce any provision of these Terms.
16.4 If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, those provisions shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.
16.5 If we fail to insist that you perform any of your obligations under our agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
16.6 No failure or delay by us in exercising any of our rights under these Terms means that we have waived that right, and no waiver by us of a breach of any provision of these Terms means that we will waive any subsequent breach of the same or any other provision.
16.7 If you are a consumer, please note that these Terms are governed by English law. This means a Contract for the purchase of Goods and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.
16.8 If you are a business customer, these Terms are governed by English law. This means that a Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.