Terms & Conditions

1. Application of Terms

These Terms and Conditions (“Terms”) apply where Goods are bought from SaniStation (the “Company”).
SaniStation is a trading name of Pointer Group, a limited company registered in England and Wales with Registration Number 08022088, with its registered office at Adwalton House, Bruntcliffe Avenue, Leeds, LS27 0LL.
These Terms apply in respect of business-to-business sales. If you are a private customer different terms may apply to your purchase of our Goods.

2. Binding Agreement

A binding contract is concluded on these Terms between You/The Customer and the Company upon the Company’s receipt of your Purchase Order.

3. The Goods

The quantity, quality and description of the Goods, as well as any specifications for personalisation thereof are as set out in the Quote and/or Purchase Order.
Customers may also be able to request unique configurations in respect of certain Goods, which may include the incorporation of components which are specifically designed for fulfilment of their orders. These are referred to as “Special Orders”.
Except where the description of the Goods clearly indicates otherwise, the Goods sold are limited to the dispensing product and does not include the consumables intended to be dispensed by them.
While the Goods sold are designed to dispense most readily available and well-known brands of the products they have been designed for, the Company does not guarantee that they will necessarily be able to dispense every brand of the product designed for.
The Company further makes no guarantee that the Goods are compatible with and can be used for dispensing any other consumable other than those that they are specifically designed for and any such incompatibility shall not amount to a defect.
1. Any use of the Goods for dispensing products other than those for which they were specifically designed is done so entirely at the Customer’s own risk and the Company accepts no liability for any loss or damage which the Customer suffers as a result.
It is the Customer’s sole responsibility to ensure that any Goods that they purchase are suitable for use with the consumables and/or brand of consumable that they intend to use them with and the Company gives no warranties that the Goods are fit for any other purpose and accepts no liability for any incompatibility.

4. Personalisation

The Customer may elect to Personalise Goods purchased by adding custom Artwork or requesting a Special Order.
It is the Customer’s responsibility to provide any logos to be used in the Artwork.
The Company shall prepare a Proof of the Artwork and/or a Design Drawing of the Goods (in case of Special Orders) for approval by the Customer.
The Company shall not proceed with manufacture of the Goods unless and until any Proof and/or Design Drawing has been Approved in accordance with Clause 4.6 below.
The Company accepts no responsibility for the reproduction of any errors on the Goods once the Customer has Approved a Proof and/or Design Drawing and any costs associated with replacement or re-working of the Goods will be for the Customer’s sole account.
Approval of a Proof and/or Design Drawing:
1. It is the Customer’s responsibility to ensure that the Proof and/or Design Drawing meets with their expectations and is free of any errors before Approving it.
  1. In doing so, the Customer must satisfy itself, amongst others, that any text and images are correct, that there are no spelling mistakes and that the colours are as desired.
  2. In respect of Special Orders, the Customer must additionally satisfy itself that the product dimensions and configuration are as required.
2. If the Customer is happy with the Proof and/or Design Drawing provided they must confirm Approval in writing.
Difference between Proof and Product:
1. The Customer acknowledges and accepts that by virtue of differences in equipment, material, paper, inks and other conditions between colour proofing and individual production runs, there may be a variation in colour between the Proof and the final Goods, as well as between Goods created in separate production runs.
  1. Where the variation between Proof and the final Goods, or between Goods from separate production runs, is reasonable in accordance with industry standards, such variation shall not amount to a defect.
This ability to Personalise may not be available in respect of all Goods.
The Company may, in its absolute discretion, reject any artwork or design submitted by the Customer and/or cancel the Contract altogether if it reasonably considers the artwork to be unsuitable or inappropriate, likely to damage its reputation and/or goodwill, or requires the consent from a third party to be used.

5. Order and Payment

Unless otherwise agreed in Writing by the Company, the Company shall be entitled to issue a Request for Payment or an invoice prior to, on, or at any time after delivery.
1. Where the Company issues a Request for Payment to the Customer, the Company shall issue a VAT invoice to the Customer once the Request for Payment has been paid in full, in accordance with this Clause 4.
Payment terms:
1. For Account Customers, each invoice submitted by the Company shall be paid within 30 days.
2. For all other Customers, payment shall be made at the time of ordering unless otherwise authorised by the Company, in which case payment shall be made immediately upon receipt of the Company’s Request for Payment or invoice.
3. In the event of cancelation of the Contract, all amounts due under the Contract become immediately payable on demand by the Company.
The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.

6. Price

As far as possible, the Price for the Goods will be as quoted in the Quote or Purchase Order, together with VAT, but the Price quoted is subject to change until the Company has received written Approval of the Artwork and/or Design Drawing.
The Price is based on the cost of materials, labour, sub-contracts, transport, taxes, exchange rates, currency regulations, duties and all other relevant costs at the date of the Quote and the Company reserves the right to revise the Price quoted to take account of any changes in the aforesaid factors between the time of quoting and the time of receiving written Approval of the Artwork and/or Design Drawing.

7. Delivery

The Company shall arrange for delivery of the Goods to the address stipulated by the Customer.
The Customer shall be responsible for the costs of delivery, which cost shall be indicated to the Customer in the Quote.
The Company will endeavour to deliver the Goods to the designated address by the date specified in the Quote or, if none is specified, within a reasonable period of time but, where possible, the Company will give the Customer advance warning of the exact delivery date, where it differs from the date quoted.
Any receipt or signed delivery note (or equivalent documentation) obtained by the Company or its carriers.
1. It is the Customer’s responsibility to check the Goods on delivery and to ensure that they conform to the Contract and the Customer’s requirements
Subject to the other Terms of this agreement and unless agreed otherwise by the Company in Writing, the Company shall not be liable for any direct, indirect or consequential loss in respect of: loss of profits, loss of business, depletion of goodwill and any similar loss; costs; damages; charges or expenses caused directly or indirectly by any delay in the delivery of the Goods, nor shall any such delay entitle the Customer to repudiate or terminate the Contract unless it exceeds 30 days and the delay is wholly and completely the fault of the Company.

8. Customer Obligations and Warranties

The Customer warrants that it has the necessary authority to enter into the Contract and that it is entitled to, and authorises the Company, to use any materials provided to the Company to perform the Contract.
The Customer warrants that it owns or otherwise has the right to use and/or licence the use of the Intellectual Property Rights in any materials provided by the Customer to the Company to provide the Goods.
The Customer warrants that all the information provided to the Company is true and accurate and acknowledges that the Company is relying upon such information to perform its obligations under the Contract.

9. Company’s Warranties

The Company warrants that the Goods shall conform in all materials respects with their description and applicable specification and are free from any defects in workmanship, construction, or materials at the time of delivery and that the services which form part of the Goods shall be provided with reasonable care and diligence
The Company’s liability in case of breach of this warranty shall be limited to an obligation, at its option, to replace such Goods (or the defective part) or issue a credit note at the pro rata Contract rate to the Customer provided that the Customer has:
1. Given written notice of any breach of the warranty to the Company within 7 days of discovery of such defect or, in the case of latent defects, when the Customer ought to have become aware of such defect; and
2. Returned the relevant Goods (or the relevant part) to the Company’s premises, at the Customer’s expense, to allow the Company a reasonable opportunity to examine the relevant Goods.
3. In exceptional cases and only with the Company’s agreement, the Company may collect the Goods from the Customer instead, subject to the Customer paying a reasonable handling charge.
The Company shall not be in breach of this warranty where the defect arises as a result of normal wear and tear, the Customer’s negligence or failure to follow the Company’s or the manufacturers’ oral or written instructions as to the storage, specification, use or maintenance of the Goods or (if there are none) good trade practice or the Customer makes any further use of the Goods or alters, modifies, mishandles or repairs the Goods after giving notice to the Company in accordance with Clause 9.2
Any Goods returned by the Customer pursuant to this Clause shall belong to the Company and these Terms and Conditions shall apply to any replacement Goods supplied as if they were the Goods supplied under the Contract.

10. Representations

The Company’s employees or agents are not authorised to make any representation concerning the Goods unless confirmed by the Company in Writing. In entering the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations that are not so confirmed.
Any advice or recommendation given by the Company, or its employees or agents, to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Company is followed or acted upon entirely at the Customer’s own risk and, accordingly, the Company shall not be liable for any such advice or recommendation which is not so confirmed.

11. Limitation of Liability

Except as otherwise expressly provided for, Clause 11 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents, and sub-contractors) to the Customer in respect of any breach of the Contract and any representation, statement, tortious act or omission, including negligence, arising under or in connection with the Contract.
The Company’s total liability in contract, tort (including breach of statutory duty or negligence), misrepresentation, restitution or otherwise arising out of or in connection with the performance or contemplated performance of the Contract shall be limited to the Price under the Contract.
The Company shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill, wasted expenses or otherwise (in each case whether direct, indirect or consequential) or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract;
If the Company complies with Clause 9.2, it shall have no further liability for a breach of the warranty in Clause 9.1 in respect of such Goods.
Nothing in these Terms excludes or limits the Company’s liability for death or personal injury caused by the Company’s negligence or for fraud or fraudulent misrepresentation.
These Clauses are intended to govern business-to-business contracts. Nothing in these Clauses is intended to, nor shall they, affect any customer’s statutory rights.

12. Cancellation by the Customer

Except in relation to Special Orders, the Customer may only cancel the Contract with the agreement of the Company and such cancellation shall be subject to the Customer’s liability to pay the Company an amount the Company considers reasonable in the circumstances to reflect the work undertaken by the Company up to the date of cancellation and the Company’s ability to resell the Goods.
Unless agreed otherwise in Writing, the Customer is not entitled to cancel a Contract for Special Orders.
Unless agreed otherwise by the Company in Writing, if the Customer cancels a Contract (with or without the Company’s consent) for a Special Order, the Customer shall be liable to pay the Price in full (less any applicable delivery costs/charges) to the Company in accordance with its invoice.
Any amounts payable by the Customer under Clause 12 shall be invoiced by the Company within 14 days of the cancellation date and shall be payable by the Customer in accordance with Clause 4.2.

13. Force Majeure

The Company reserves the right to defer the date of delivery of the Goods or cancel the Contract (in each case without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, labour disputes (other than in relation to the Company’s own workforce), or restraints or delays affecting suppliers or carriers, or inability or delay in obtaining supplies of adequate quality, provided that, if the event in question continues for a continuous period in excess of 60 days, the Customer shall be entitled to give notice in Writing to the Company to terminate the Contract.

14. General

Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
All Intellectual Property Rights in any documents or materials provided by one party to the other party under the Contract shall belong to the originating party. Designs, drawings, calculations, electronic files and images and other materials owned by the Company and used by the Company to produce the Goods shall remain the exclusive property of the Company and the Intellectual Property Rights in the final version of the Goods shall become the exclusive property of the Company. The Company grants the Customer a non-exclusive royalty free licence of its Intellectual Property Rights in the Goods for the sole purpose of the use of the Goods by the Customer for the normal use for this type of product. If the Customer wants to use the Goods for any other purpose then it should contact the Company for its consent in Writing to do so.
The Customer’s property and all property supplied to the Company by or on behalf of the Customer shall, whilst in the possession of the Company or in transit to or from the Customer, be deemed to be at the Customer’s risk unless otherwise agreed in Writing and the Customer must insure accordingly.
The Company may assign all or any of its obligations under the Contract to any person, firm, company or organisation. The Customer shall not be entitled to assign any of its obligations under the Agreement without obtaining the Company’s consent in Writing.
The express undertakings and warranties given by the Company in these Terms and Conditions are in lieu of all other warranties, conditions, terms, undertakings and obligations, whether express or implied by statute, common law, custom, trade usage, course of dealing or in any other way, including any implied warranty of merchantability, satisfactory quality, fitness for any particular purpose and all other warranties are excluded to the fullest extent permitted by applicable law.
The Customer shall be liable to pay the Company (on written demand) for, and indemnify the Company against, all reasonable costs, expenses and losses sustained or incurred by the Company (including, but not limited to, any direct, indirect or consequential losses, loss of profit, loss of reputation, damage to property, loss of opportunity to deploy resources elsewhere and legal costs on an indemnity basis) arising directly or indirectly from the Customer’s fraud, negligence or failure to comply, or unreasonable delay in complying, with any of the Clauses or for breach of any of the Clauses.
Except as required by law, the Customer (including its employees and agents) shall not disclose and shall use its best endeavours to prevent disclosure of, any confidential information about the Company, its employees or agents, its business or the Goods that has come into its possession or knowledge as a result of the Contract.
If any Clause is found by any court to be wholly or partly illegal, invalid, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, unenforceability or unreasonableness be deemed severable and the remaining Clauses, and the remainder of such Clause, shall continue in full force and effect. In the event that such court decides that such Clause is not severable, the parties agree to substitute such Clause with a legal, valid, enforceable and reasonable Clause that achieves, to the greatest extent possible, the same commercial effect as the original Clause.
Failure or delay by the Company to enforce any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Customer shall only be valid if in Writing and shall not be deemed to be a waiver of any subsequent breach or default, and shall in no way affect the other provisions of the Contract.
The Company reserves the right to vary its Terms and Conditions at any time without notice to the Customer.
The version of these Terms and Conditions as are current on the date the Company’s receipt of a Purchase Order, together with any Quote and Purchase Order, shall constitute the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject.
No terms or conditions of the Customer (whether endorsed on, delivered with, or contained in the Customer’s purchase order or other documents) shall form part of any Contract and any attempt by the Customer to exclude, vary or limit these Terms and Conditions or Additional Terms shall be void.
Any variation to the Clauses by the Customer shall have no effect and shall not form part of the Contract unless agreed in Writing by an authorised representative of the Company.
All notices sent by the Customer to the Company must be sent to the Company at its registered office address or by email or as otherwise agreed by the Company. The Company may send notices to the Customer at the email or postal address provided by the Customer to the Company.
1. All communications between the parties about the Contract, including any notices to be sent or received under the Contract, must be in Writing. Notices shall be deemed served on delivery if delivered by hand, 48 hours after posting if sent by post, and on completion of transmission if sent by email.
The parties agree that the Contract and any dispute or claim arising out of or in connection with it or its subject matter or its formation, existence, construction, performance, validity and all other aspects of the Contract (including non- contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales, without regard to principals of conflicts of laws.
The parties agree that all disputes arising in connection with the Contract, including any question regarding its existence, validity or termination or the legal relationships established by the Contract, and any non-contractual disputes, however arising, shall be decided by way of arbitration in accordance with the Rules of the London Court of International arbitration, except for disputes relating to non-payment of any sums due under the contract, which shall be referred to the exclusive jurisdiction of the courts of England. Nothing in this Clause shall prevent the Company from approaching the courts for urgent, injunctive relief or to make any decision of the arbitration tribunal an order of court.
It is agreed that the following shall apply to any arbitration:
1. The arbitration tribunal shall consist of 1 arbitrator, chosen by agreement between the parties. Where the parties cannot agree to the appointment of an arbitrator within 14 days, then either party may apply to the President for the time being of the LCIA Court to request that they appoint an arbitrator instead.
2. The seat of the arbitration shall be London;
3. The language of the arbitration shall be English; and
4. The governing law shall be English law in accordance with Clause 14.14.

15. Interpretation

The following definitions, unless the context requires otherwise, and rules of interpretation in Clause 15 shall apply to the Contract
1. Account: the credit account (if any) provided to the Customer by the Company;
2. Artwork: any drawing, text, photograph, design or any other visuals or materials agreed between the Customer and Company to be printed on or to form part of the Goods;
3. Additional Terms: any terms varying or adding to these Terms and Conditions that are included within the Quote or otherwise agreed in Writing by the Company.
4. Company: Pointer Group, a limited company registered in England and Wales with Registration Number 08022088, with its registered office at Adwalton House, Bruntcliffe Avenue, Leeds, LS27 0LL, trading as SaniStation
5. Contract: These Terms and Conditions read together with any Additional Terms provided for in any Quote;
6. Customer: the person, company or other type of organisation that enters into a Contract, to purchase Goods from the Company;
7. Design Drawing: a drawing showing the dimensions and configurations of any Goods making up a Special Order;
8. Goods: any goods and/or services the Company agrees to supply to the Customer under the Contract;
9. Intellectual Property Rights: all copyright and related rights, trade marks, trade names, domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, computer software or databases, rights to preserve confidentiality (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;
10. Request for Payment: a non-tax invoice for the Price, plus VAT, issued by the Company prior to, on, or at any time after, actual or deemed delivery;
11. Special Orders: any Goods not usually stocked by the Company and ordered specifically for the Customer or Goods that the Company has manufactured in accordance with the Customer’s specifications and incorporating Artwork under the Contract;
12. Writing: means any form of written communication including, without limitation, letter, email, telex and other comparable means of communication.
References to the masculine include the feminine and the neuter, the singular include the plural and, in each case, vice versa.
Reference to a statute or statutory instrument is a reference to it as it is in force for the time being and includes reference to any amendment, extension, application or re-enactment and includes any subordinate legislation made under it.
Headings shall not affect the interpretation of the Clauses.
The parties waive the application of any rule of Law which otherwise would be applicable in connection with the construction of this Agreement that ambiguous or conflicting terms or provisions should be construed against the party who drafted the agreement.