SMI Catalogue 2025/2026 - Flipbook - Page 530
USEFUL INFORMATION GENERAL TERMS AND CONDITIONS OF SALE
SMIGROUPUK.COM
HELLO@SMIGROUPUK.COM
01428 658 333
529
Customer9s right (if still subsisting) to use the
Products; and/or
5.4.6
5.5
Without prejudice to any other rights or
remedies available to SMI, SMI shall be entitled
upon demand to the immediate return of all the
Products where title has not passed to the
Customer in accordance with clause 5.2, and
the Customer irrevocably authorises SMI to
enter into any place where the Products and
any documentation are stored to recover such
Products and documentation. The Customer
shall take all reasonable steps to help SMI
recover the Products. Recovery by SMI of the
Products shall not cancel the Customer9s
liability to pay the whole or balance of the price
for the Products.
SMI shall maintain in force product liability insurance.
If any claim is made against the Customer for damage
or injury arising out of or in connection with a defect in
the Products, the Supplier shall, except to the extent
that the claim is due to any defect in any specification
provided by the Customer or Customer Materials, shall
indemnify the Customer against all damages arising
out of the damage up to the aggregate value of
£2,000,000 (two million GBP.)
6
QUALITY
6.1
SMI warrants that the Products will materially conform
to the description of the Products in the Contract or
otherwise provided in writing by SMI to the Customer.
6.2
If any of the Products do not conform to the warranty
in clause 6.1 SMI will, at its option, repair or replace
those Products or make, so far as is fair, a refund of all
or a part of the price. If SMI complies with this
obligation, it shall have no further liability in respect of,
or arising from, such non-conformity. Any repaired or
replaced Products shall be governed by the terms of
the Contract.
6.3
Except as expressly stated in the Contract, all
warranties, conditions and terms, whether express or
implied by statute, common law or otherwise relating
to satisfactory quality, fitness for purpose and
suitability) are hereby excluded to the fullest extent
permitted by law.
7
CUSTOMER OBLIGATIONS
7.1
The parties have determined that, for the purposes of
Data Protection Legislation, both parties shall act as
controller. Should SMI be required to act as processor
on behalf of the Customer under the Contract for any
reason, the parties shall then enter into a data
processing agreement to be agreed between the
parties in good faith. The Customer shall assist SMI in
complying with all applicable requirements of the
Data Protection Legislation as and when required by
SMI.
7.2
The Customer is responsible for using the Products in
accordance with instructions supplied by SMI and/or
the manufacturer of the Products and SMI shall not be
responsible for any damage, loss or claims arising
from any failure by the Customer to comply with such
instructions.
7.3
If the Customer becomes aware that any third party
has made or is likely to make any claim in respect of
any Products (including, without limitation, as to
defects in them or rights infringed by them) it shall
immediately inform SMI in writing and shall afford to
SMI reasonable assistance (including, without
limitation, permitting SMI to have conduct of any
proceedings) which SMI may reasonably require to
enforce its rights and defend such claim.
7.4
Without prejudice to any duty of the Customer at
common law, SMI shall be entitled to require the
Customer to take such steps as SMI may reasonably
require to mitigate or reduce any losses or claims that
may arise in relation to the Contract.
8
CUSTOMER
PROPERTY
8.1
If the Customer requires that the Products incorporate
any Customer Branding, SMI shall provide the
Customer with a sample of the Products incorporating
such Customer Branding and the Customer shall notify
SMI in writing of its approval of such samples. The
Customer9s approval shall not be unreasonably
withheld or delayed and shall be irrevocable once
notified to SMI.
8.2
The Customer hereby grants SMI a non-exclusive
royalty free licence to use the Customer Materials for
the purpose of providing the Products and as otherwise
required by SMI to comply with its other obligations
under the Contract. The Customer warrants that the
use of Customer Materials by SMI shall not infringe the
rights of any third party including without limitation
any third party Intellectual Property Rights.
8.3
Except for any Intellectual Property Rights arising in
the Customer Materials, all Intellectual Property
Rights in the Products and their specification, design,
packaging, labelling and other materials supplied with
or in connection with any of the Products shall as
between the parties remain at all times vested in SMI.
No Intellectual Property Rights of SMI are transferred
to the Customer and no licences to use any Intellectual
Property Rights of SMI are granted to the Customer. .
8.4
The Customer shall not remove, obscure or otherwise
alter or interfere with any of the logos, marks or
branding appearing on any of the Products or their
packaging.
9
BRANDING
AND
INTELLECTUAL
INDEMNITY
The Customer hereby indemnifies and shall keep SMI
indemnified against all losses suffered or incurred by
SMI in respect of all and any demands, liabilities,
expenses, claims (including but not limited to any
settlements of claims whether before or after the issue
of proceedings), judgment sums (including but not
limited to sums arising from consent orders or
judgments), damages, direct, indirect or consequential
losses, costs (including but not limited to legal and
other professional costs) suffered or incurred by SMI
arising out of or in connection with any claim made
against SMI for actual or alleged infringement of a
third party9s intellectual property rights arising out of
or in connection with SMI9s use of the Customer
Materials.
10
TERMINATION
10.1
Without affecting any other rights and remedies it
might have, SMI shall be entitled to terminate the
Contract with immediate effect and/or suspend its
performance at any time without liability to the
Customer by giving written notice to the Customer at
any time if the Customer:
10.1.1 is in material breach of the Contract and (if
such a breach is remediable) fails to remedy
that breach within 7 days of Customer being
notified to do so;
10.1.2 has any corporate action, application, order,
proceeding or appointment or other step taken
or made by or in respect of it for any
composition or arrangement with creditors
generally, winding-up (other than for the