1.DEFINITIONS
1.1 “Supplier” means Silver Owl Supplies Ltd T/A Office SOS, company registration number 12656279, registered office Landmark House, 1 Riseholme Road, Lincoln, LN1 3SN.
1.2 “Customer” means the person, company or firm who purchase the Goods and/or Services from the Supplier.
1.3 “Goods” means Goods supplied by the Supplier to the Customer and/or any Services supplied by the Supplier. The Goods are as described on the invoices or quotation provided.
1.4 “Price” means the cost of the Goods as agreed between the Supplier and the Customer.
1.5 “Order” means the Customer’s order for the Goods and/or Services made verbally or in writing as the case may be.
1.6 “Contract” means the Contract between the Supplier and the Customer for the sale and purchase of the Goods and/or Services provided.
2. BASIS OF CONTRACT
2.1 The Contract constitutes the entire agreement between the Supplier and the Customer.
2.2 The Supplier’s quotation shall automatically lapse after 7 days of the date of the quotation.
2.3 The Order constitutes an offer by the Customer to purchase the Goods and/or Services in accordance with these Terms and Conditions.
2.4 The Order shall only be deemed to be accepted when the Supplier confirms acceptance of the Order by formal acknowledgment or by processing the Order for delivery (whichever is earlier), at which point the Contract shall come into existence. The Supplier shall be entitled to either accept or reject the Customer’s offer.
2.5 The Supplier reserves the right to vary any specification of the Goods and/or withdraw, modify or amend any Goods without prior notice. Any such variation , withdrawal or modification shall not affect any Order that has already been accepted by the Supplier , save that the Supplier reserves the right to make any changes in any specification which are required to conform with any applicable statutory requirements.
2.6 All Orders are subject to availability. If the Goods ordered are unavailable the Customer will be offered an alternative.
2.7 The Price of the Goods shall be the Supplier’s quoted price and shall be exclusive of VAT. The Supplier shall be entitled to increase the Price at any time before the Goods are dispatched to reflect any increase in the cost to the Supplier arising from any factor beyond its control or any changes in delivery dates, quantities or specifications requested by the Customer or any delay caused by the Customer’s failure to provide adequate information or instructions.
3. DELIVERY
3.1 The Supplier will deliver the Goods to the location stipulated in the Order, or such other location as the parties may agree with a reasonable period following receipt of the Order.
3.2 Any date/s quoted for delivery of the Goods and/or Services shall be approximate only and the time of delivery is not of the essence of the Contract. The Supplier shall not be liable for any delay in delivery of the Goods howsoever caused.
3.3 Delivery of the Goods shall be completed of unloading of the Goods at the delivery location.
3.4 The Goods may be delivered in instalments. Each delivery shall constitute a separate Contract and failure by the Supplier to deliver any one or more of the instalments (or faulty Goods) in accordance with these Terms and Conditions shall not entitle the Customer to treat the Contract as a whole as repudiated.
3.5 If the Customer fails to take delivery of the Goods or fails to give adequate delivery instructions to the Supplier then, without prejudice to any other right or remedy available to the Supplier, the Supplier at their discretion, may store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage and after a period of 7 days sell the Goods at the best price readily obtainable and (after deducting reasonable storage, transport charges, restocking fee and/or selling expenses) account to the Customer for the excess over the Price or charge the Customer the amount of any shortfall. Any discount or other allowance in respect of the Goods, which is or would be otherwise be allowed to the Customer, shall be forfeited by the Customer.
3.6 If following receipt of the Order, the Supplier is unable to deliver the Goods for reasons beyond its reasonable control (including without limitation any restriction or withholding of supply by any manufacturer), the Supplier shall be entitled to terminate the Contract and the Supplier shall have no liability for such termination.
3.7 The Customer shall examine the Goods immediately upon delivery. The Supplier shall have no liability in respect of claims in respect of shortages or picking errors or damage in transit unless the Customer informs the Supplier of such shortages of picking errors or damage by email to enquiries@officesos.co.uk within 5 Business Days after delivery of the Goods. The Supplier shall have no liability in respect of claims for shortages or damages in transit if the Customer or its representative has signed for the Goods as being received in good condition.
3.8 Any liability of the Supplier for shortages or picking errors or damage in transit shall be limited to replacing the missing items or wrongly picked or damaged Goods within a reasonable time or at the Supplier’s discretion issuing a part or full credit note, which is applicable against any invoice raised for such Goods. The Customer shall return to the Supplier, promptly upon request, and in accordance with the Supplier’s return policy as set out in Clause 4 below, any Goods that have been incorrectly delivered.
3.9 Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to the Supplier within 20 Business Days after delivery of the Goods. If delivery is not refused and the Customer does not notify the Supplier accordingly, the Customer shall not be entitled to reject the Goods and the Supplier shall have no liability for such defect or failure, and the Customer shall be bound to pay the Price as if the Goods had been delivered in accordance with the Contract.
3.10 The Supplier’s liability (in contract, tort (including negligence), misrepresentation or otherwise) in respect of defects in the Goods shall be limited to the replacement or repair of faulty items or material, or issue of a credit note in respect thereof or other such compensatory measure at the Supplier’s discretion, which the Supplier considers appropriate in the circumstances. Such measures shall relate only to the actual items or their value.
3.11 Goods delivered correctly may only be returned for credit with the Supplier’s prior written agreement. All such Goods must be returned undamaged in their original condition. The Supplier may at its discretion choose to collect the Goods from the Customer, in which case a collection charge of the greater of £30 or 10% of the value of the Goods shall be applied.
4. RETURN OF GOODS
4.1 A returns authorisation number must first be obtained from the Supplier either by telephone or email.
4.2 The Supplier will not accept any returns unless they are notified to the Supplier in accordance with Clauses 3.7, 3.9 and 3.11 and returned within 10 Business Days of the date of the issue of the returns authorisation number, at the Customer’s cost.
4.3 Goods returned must be in the original packaging and in a clean resalable condition (subject only to defects which have been notified to the Supplier in accordance with Clause 3.9). The returns authorisation number must be written on a label attached to the packaging. Any Goods not meeting this criteria may, at the Supplier’s discretion, be refused and returned to the Customer and/or a handling charge (equal to a minimum of 15% of the order value of the Goods involved) will be levied to the Customer’s account to cover the additional costs involved such as without limitation repackaging costs and/or carriage and associated costs of returning the Goods to the Customer. In addition the Customer will be charged for any damage caused to the Goods whilst they were in the Customer’s custody or control.
4.4 If the Customer fails to make the Goods ready for collection on the return date agreed with the Supplier, the Supplier reserves the right to charge the Customer a handling fee.
4.5 If upon examination by the Supplier or the manufacturer, the returned Goods are found not to be defective, the Supplier reserves the right to return the Goods to the Customer and to charge the Customer a handling fee equal to a minimum of 15% of the order of the value of the relevant Goods. In addition, the Customer shall be deemed to have purchased the replacement Goods on these Terms and Conditions and the Supplier shall be entitled to invoice the Customer for the replacement Goods.
4.6 The Supplier shall not be responsible for the loss in transit of any Goods where the Customer makes its own arrangements to return the Goods to the Supplier.
5. PAYMENT TERMS
5.1 The Price of the Goods and/or Services shall be the price at the date of dispatch or performance and the Supplier reserves the right to amend its quoted prices at any time prior to dispatch.
5.2 The Customer shall pay the Supplier’s invoice in full and in cleared funds within 30 days of the date of the invoice. The Customer shall make all payments in pounds sterling. The time of payment shall be the essence of the Contract.
5.3 At the Supplier’s discretion, any Customer’s account with an overdue balance will be placed on credit hold. This means that no further Goods will be dispatched and/or services will be provided until the account is fully paid up to date.
5.4 If the Customer fails to make any payments due to the Supplier under the Contract by the due date for payment, then the Customer shall pay a late payment compensation fee and interest on the overdue amount in accordance with the relevant legislation at the time of purchase. Such interest shall accrue on a daily basis from the due date until the actual date of payment, whether before or after Judgment. In addition the Customer shall indemnify the Supplier from and against all cost and disbursements incurred by the Supplier in pursuing the debt including legal costs on a solicitor and/or any collection agency costs.
5.5 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount. The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
5.6 Without prejudice to any other remedies the Supplier may have, if at any time the Customer is in breach of any obligation (including those relating to payment), the Supplier may suspend or terminate the supply of Goods to the Customer. The Supplier will not be liable to the Customer for any loss, damage the Customer may suffer because the Supplier exercised its right under this Clause.
6. CANCELLATION AND/OR TERMINATION
6.1 The Customer’s Order once accepted by the Supplier may only be cancelled with the Supplier’s written consent. The Supplier reserves the right to require the Customer to reimburse the Supplier in full for any loss suffered as a result of such cancellation (including, but not limited to payment for Services already carried out, materials specifically ordered and other additional costs including storage, loss of profit, damages, charges and expenses). Without limiting its rights under the Contract, the Supplier reserves the right to charge the Customer for lost profit should the Customer cancel the Order without prior written agreement of the Supplier.
6.2 On termination of the Contract for any reason, the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
6.3 If the Customer makes any voluntary arrangement with its creditors or becomes subject to an Administration Order, or if a notice of intention to appoint an Administrator is given, or the Customer (being an individual or firm) becomes bankrupt, or (being a company) goes into liquidation or a Receiver is appointed or the Customer ceases or threatens to cease to carry on business or the Customer reasonably believes that any of the events mentioned in this Clause is about to occur (and notifies the Supplier accordingly), then without prejudice to any other right or available to the Supplier, the Supplier shall be entitled to terminate the Contract or suspend any further deliveries without any liability on the part of the Supplier. If the Goods have been delivered but not paid for, at the Supplier’s discretion, the Price of the Goods shall become immediately due and payable not withstanding any previous agreement or arrangement to the contrary or the Goods must be returned in accordance with the Supplier’s return policy at Clause 4 and/or the Supplier may enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7. TITLE AND RISK
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title of the Goods shall not pass to the Customer until the Supplier has received payment in full in cleared funds for all the Goods.
7.3 Until title of the Goods has passed to the Customer, the Customer shall hold the Goods on a fiduciary basis as the Supplier’s bailee, store the Goods separately form all other goods held by the Customer so that they remain readily identifiable at the Customer’s property, maintain the Goods and packaging in satisfactory condition and keep them insured against all risks for their full price.
8. LIMITATION OF LIABILITY
8.1 The Supplier shall under no circumstances whatsoever be liable to the Customer for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same is suffered directly or indirectly and whether the same arise in contract, tort (including negligence) breach of statutory duty, or otherwise howsoever including those, which fall within any of the following categories (without limitation), loss of profits, loss of anticipated savings, loss of business opportunity and loss of goodwill.
8.2 The Supplier’s total liability to the Customer 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 Price of the Goods and Services.
8.3 The Supplier shall not be liable to the Customer for any failure or delay in performing its obligations under this Contract where performance of its obligations is prevented, frustrated or impeded as a result of any act of God, war, or civil disturbance, strikes or other industrial action, government or other authority laws, regulations or orders, national emergencies, lockout, fire, flood, drought, tempest, import or export restrictions, power failure, difficulty in obtaining materials of Goods or any other cause beyond the control of the Supplier, a ‘Force Majeure Event’. A ‘Force Majeure Event’ means any event beyond the Supplier’s reasonable control, which by its nature could not have been foreseen, or, if it could have foreseen, was unavoidable.
8.4 All reference to ‘the Supplier’ in this Clause 8 shall for the purposes of this Clause only, be treated as including all employees, subcontractors and suppliers of the Supplier, all of whom shall have the benefit of the exclusions and limitations of liability set out in this Clause.
9. GENERAL
9.1 The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Contract without the prior written consent of the Supplier.
9.2 The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all of any of its rights or obligations under this Contract.
9.3 Any notice given under these Terms and Conditions shall be in writing either by email or post addressed to the registered office or principal place of business of the addressee or such other address as may at the relevant time have been notified as the correct address.
9.4 If any Court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part provision shall to the extent required, be deemed to be deleted, and the validity and enforceability of the other provision of the Contract shall not be affected.
9.5 The 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), shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.