SOS Wholesale Ltd Terms & Conditions of Supply
The Terms and Conditions shall govern the supply of Products by SOS Wholesale Ltd to the exclusion of all other terms, conditions and representations, including any terms or conditions which You (the company, firm or other legal person placing an order for Products) purport to apply under any document whatsoever and whenever. No variation of these Terms and Conditions shall be valid unless agreed in writing by SOS Wholesale Ltd.
“Contract” means any contract for the supply of Products between SOS Wholesale Ltd and You, formed as set out in Condition 2 a);
“Delivery” means delivery of Products at Your premises or the premises of Your specified agent or (where Your or Your agent’s premises are not on the UK mainland) to the shipping agent;
“Products” means products supplied to You by SOS Wholesale Ltd, pursuant to an order placed by You;
“Purchase Price” means the price of the Products in SOS Wholesale Ltd’s price list in force on the proposed delivery date (available from SOS Wholesale Ltd on request) or (in respect of Products not included on SOS Wholesale Ltd’s price list) as otherwise agreed in writing by SOS Wholesale Ltd, and any VAT thereon.
2. Delivery, Risk and Carriage
a) Although SOS Wholesale Ltd will use reasonable efforts to meet the same, proposed Delivery dates and times are estimates only, cannot be guaranteed and time for Delivery shall not be of the essence.
b) For UK orders, Risk will pass to You on Delivery. Products shall be at the risk of SOS Wholesale Ltd up to Delivery and SOS Wholesale Ltd will credit at Purchase Price, Products lost or damaged in transit provided that You notify SOS Wholesale Ltd in writing of such loss or damage within 24 hours of Delivery (in the case of damage) or within 24 hours of the proposed Delivery date (in the case of loss) and provided that You note the loss or damage on the proof of delivery.
c) Export Orders, are ex-works only. The buyer is responsible for the shipment from door to door and all costs and liabilities are with the buyer.
d) Products that are returned due to customer not being available to receive goods on an agreed delivery date or payment not being available on delivery, will be subject to a full re-delivery charge.
e) Containers arriving over 2 hours late will be subject to a demurrage charge of £60 for every hour late thereafter.
4. Payment Terms
a) All invoices are due for payment immediately upon Delivery and payable in cleared funds except where otherwise credit has been granted and alternative payment terms have been specified in writing by SOS Wholesale Ltd.
b) Except where otherwise agreed with SOS Wholesale Ltd, payment should be made by BACS to. Account Name: SOS Wholesale Ltd Account Number: 25535005, Sort Code 60-12-01, IBAN GB13 NWBK GB2L, BIC NWBK GB2L, Address Natwest Bank, 58 St Peters Street, Derby, DE1 1XL. Any payment queries should be directed to The Accounts Department, SOS Wholesale Ltd, Stores Road, Derby, DE21 4BD. Telephone number 01332 361 761.
c) If You fail to make any payment when it becomes due and payable, SOS Wholesale Ltd reserves the right: (i) to withhold all retrospective discounts and rebates otherwise due;
(ii) to defer or cancel deliveries; and (iii) to charge interest on any sum outstanding after the due date for payment at 3% per annum over the Natwest base rate for the time being in force together with all expenses, including legal fees, which SOS Wholesale Ltd may incur in recovering the outstanding sums.
d) You shall make all payments due without any deduction by way of set off, withholding, counter claim, discount, abatement or otherwise.
e) SOS Wholesale Ltd may set off any sums due from You for Products supplied and Delivered against any sums which SOS Wholesale Ltd may otherwise owe to You.
5. Retention of Title
a) The legal and beneficial title in the Products shall not pass to You until SOS Wholesale Ltd has received payment in full in cleared funds of: (i) the Purchase Price for those Products; and (ii) all other sums due from You to SOS Wholesale Ltd on any other account.
b) Until the title in the Products has passed to You, You shall (i) store such Products in a safe and proper manner separate from all other goods, clearly marked as SOS Wholesale Ltd’s property and permit SOS Wholesale Ltd representatives to enter any premises where the Products are situated to verify that the Products are so stored and marked; (ii) keep the Products in good condition; (iii) not remove, obscure or delete any mark placed on the Products by SOS Wholesale Ltd which may enable the Products to be identified;
(iv) insure such Products, wherever located, for an amount which is not less than the Purchase Price (noting SOS Wholesale Ltd’s interest in the Products on the policy) and if so requested by SOS Wholesale Ltd, provide evidence that such insurance is in place; and (v) not pledge or allow any lien, charge or other interest to arise over the Products or their documents of title.
c) You may sell Products in which title has not yet passed to You in the normal course of Your business and pass title in such Products to Your customers if they are purchasing in good faith without notice of SOS Wholesale Ltd’s rights. In these circumstances, You shall sell the Products as principal vis-a-vis Your customers and not as agent for SOS Wholesale Ltd. You undertake to hold such part of the proceeds of sale as are equal to the amount owing by You (in respect of the Products or any other account) at the time of the receipt of the proceeds in a separate bank account as trustee and agent for SOS Wholesale Ltd and provide the same to SOS Wholesale Ltd on demand. If however in the meantime You make payment in full to SOS Wholesale Ltd for the Products then You shall become entitled to the proceeds representing such Products.
d) Until SOS Wholesale Ltd has received payment in full of: (i) the Purchase Price for the Products; and (ii) any and all other sums due from You to SOS Wholesale Ltd on any other account, SOS Wholesale Ltd shall be entitled to (I) all monies received from any insurance claims relating to the Products (which You shall receive as trustee for SOS Wholesale Ltd) and (II) recover and re-sell the Products and enter any premises where the Products are situated, for that purpose.
7. Warranties and Exclusions
a) SOS Wholesale Ltd warrants only that (i) the Products conform in every respect with all statutory requirements of the United Kingdom (“UK”); and (ii) the Products shall at the time of Delivery be of “satisfactory quality” (as defined in The Sale & Supply of Goods Act 1994). These warranties apply to the exclusion of all other warranties conditions and other terms implied by statute or common law to the fullest extent permitted by law.
b) If the Products do not conform to the above warranties then SOS Wholesale Ltd will at its option (and in full discharge of its liability under the warranties) either rectify the defect or replace the defective Products free of charge or take back the same and refund the Purchase Price provided that: (i) You give written notice of any alleged defect to SOS Wholesale Ltd within 14 days of Delivery; and (ii) on discovery of the defect You make no further use of the Products and allow SOS Wholesale Ltd a reasonable opportunity to inspect the Products.
8. Your attention is in particular drawn to the provisions of this Condition 8 Liability:
a) Subject to Condition 8d) below, SOS Wholesale Ltd shall not be liable (in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise) for any loss or damage (including loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage) whatsoever and howsoever arising caused by reason of any delay or failure in Delivery.
b) SOS Wholesale Ltd’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance of each Contract shall be Ltd to 100% of the Purchase Price of the Products supplied there under.
c) SOS Wholesale Ltd shall not be liable to You for any loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage whatsoever and howsoever arising.
d) Nothing in these Terms and Conditions shall operate to exclude or limit SOS Wholesale Ltd’s liability for death or personal injury arising out of the negligence of SOS Wholesale Ltd or for fraudulent misrepresentation.
Each contract shall be governed by English Law and any disputes in relation thereto shall be subject to the exclusive jurisdiction of the English courts.