SPECIALISED ORTHOTIC SERVICES standard conditions of sale

 

Issue 24th July 15 – latest version

For the full policy including cancellation form. Please use the download link below:

UK Standard Terms and Conditions (word document)

 

1. INTERPRETATION
   • In these Conditions, the following definitions apply:

“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business

“Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with condition 11.6

“Contract” means the contract between SOS and the Customer for the sale and purchase of the Goods in accordance with these Conditions

“Customer” means the person or firm who purchases the Goods from SOS

“Force Majeure Event” has the meaning given in condition 10

“Goods” means the goods (or any part of them) set out in the Order

“Order” means the Customer’s order for the Goods, as set out in the Customer’s written acceptance of the SOS’ quotation, attached or overleaf, as the case may be

“Specification” means any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and SOS

“SOS” means Specialised Orthotic Services Limited (“SOS”) (registered in England and Wales with company number 02996918)

• Construction: In these Conditions, the following rules apply:
  • a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
  • a reference to a party includes its personal representatives, successors or permitted assigns;
  • a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
  • any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
• A reference to writing or written includes faxes and e-mails.

2. BASIS OF CONTRACT
   • These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate. The Order shall only be deemed to be accepted on the earlier of (i) SOS issuing a written acceptance of the Order, or (ii) SOS acting in a manner consistent with its having accepted the Order, at which point the Contract shall come into existence.
   • The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of SOS which is not set out in the Contract.
   • Any samples, drawings, descriptive matter, or advertising produced by SOS and any descriptions or illustrations contained in SOS’ catalogues or brochures (online or otherwise) are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
   • A quotation for the Goods given by SOS shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
3. GOODS
   • The Goods are described in SOS’ catalogue (online or otherwise) as modified by any applicable Specification.
   • To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify SOS against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by SOS in connection with any claim made against SOS for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with SOS’ use of the Specification. This condition 2 shall survive termination of the Contract.
   • SOS reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
4. DELIVERY
   • SOS shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and SOS reference numbers, the type and quantity of the Goods and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered and if SOS requires the Customer to return any packaging materials to it, that fact is clearly stated on the delivery note.
   • SOS 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 Goods’ arrival at the Delivery Location.
   • Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. SOS shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide SOS with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   • If SOS fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. SOS shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide SOS with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   • SOS may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. QUALITY
   • SOS warrants that on delivery the Goods shall:
     • conform in all material respects with their description and any applicable Specification;
     • be free from material defects in design, material and workmanship; and
     • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
     • be fit for any purpose held out by SOS.
   • Subject to condition 3, if:
     • the Customer gives notice in writing to SOS within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in condition 5.1; and
     • SOS is given a reasonable opportunity of examining such Goods; and
     • the Customer (if asked to do so by SOS) returns such Goods to SOS’ place of business at the Customer’s cost,

SOS shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

• SOS shall not be liable for Goods’ failure to comply with the warranty set out in condition 1 in any of the following events:
  • the Customer makes any further use of such Goods after giving notice in accordance with condition 2;
  • the defect arises because the Customer failed to follow SOS oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good practice regarding the same;
  • the defect arises as a result of SOS following any drawing, design or Specification supplied by the Customer;
  • the Customer alters or repairs such Goods without the written consent of SOS;
  • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
  • the Goods differ from their description and any applicable Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
• Except as provided in this condition 5, SOS shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in condition 1.
• The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
• These Conditions shall apply to any repaired or replacement Goods supplied by SOS.

6. TITLE AND RISK
   • The risk in the Goods shall pass to the Customer on completion of delivery. Title to the Goods shall not pass to the Customer until SOS has received payment in full (in cash or cleared funds) for:
     • the Goods; and
     • any other goods or services that SOS has supplied to the Customer in respect of which payment has become due.
   • Until title to the Goods has passed to the Customer, the Customer shall:
     • hold the Goods on a fiduciary basis as SOS’ bailee;
     • store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as SOS’ property;
     • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
     • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
     • notify SOS immediately if it becomes subject to an insolvency event; and
     • give SOS such information relating to the Goods as SOS may require from time to time,

but the Customer may resell or use the Goods in the ordinary course of its business.

• If before title to the Goods passes to the Customer the Customer becomes subject to an insolvency event, or SOS reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy SOS may have, SOS may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, SOS or its authorised representatives may (but shall not be obliged) to enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. PRICE AND PAYMENT
   • The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in SOS’ standard price list in force as at the date of delivery. The price of the Goods is exclusive of VAT unless expressly stated to the contrary.
   • SOS may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
     • any factor beyond SOS’ control (including foreign exchange fluctuations, increases in taxes and duties, increases in transportation costs and increases in labour, materials and other manufacturing costs);
     • any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
     • any delay caused by any instructions of the Customer or failure of the Customer to give SOS adequate or accurate information or instructions.
   • The price of the Goods is, unless otherwise agreed, exclusive of the costs and charges of packaging, insurance and transport of the Goods, which may be invoiced to the Customer.
   • The price of the Goods is exclusive of amounts in respect of value added tax (“VAT“). The Customer shall, on receipt of a valid VAT invoice from SOS, pay to SOS such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
   • SOS may invoice the Customer for the Goods on or at any time after the Contract date (as determined in accordance with condition 1). The Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by SOS. Time of payment is of the essence.
   • If the Customer fails to make any payment due to SOS under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 1.5% per month. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
   • The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). SOS 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 SOS to the Customer.
8. CUSTOMER’S INSOLVENCY OR INCAPACITY
   • If the Customer becomes subject to an insolvency event or SOS reasonably believes that the Customer is about to become subject to an insolvency event and notifies the Customer accordingly, then, without limiting any other right or remedy available to SOS, SOS may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and SOS without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.
   • Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Conditions which expressly or by implication survive termination of the Contract shall continue in full force and effect.
9. LIMITATION OF LIABILITY
   • Nothing in these Conditions shall limit or exclude SOS’ liability for:
     • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
     • fraud or fraudulent misrepresentation;
     • breach of the terms implied by section 12 of the Sale of Goods Act 1979;
     • defective products under the Consumer Protection Act 1987; or
     • any matter in respect of which it would be unlawful for SOS to exclude or restrict liability.
   • Subject to condition 1:
     • SOS shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
     • SOS’ 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.

10. FORCE MAJEURE
    • Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable.
11. GENERAL
    • Assignment and other dealings:
      • SOS may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
      • The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of SOS.
    • Notices:
      • Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this condition, and shall be delivered personally, sent by pre-paid first class post, or other next working day delivery service, commercial courier, fax or e-mail.
      • A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in condition 2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, 1 Business Day after transmission.
      • The provisions of this condition shall not apply to the service of any proceedings or other documents in any legal action.
    • Severance:
      • 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 provisions of the Contract shall not be affected.
      • If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
    • Waiver: A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    • Third party rights: A person who is not a party to the Contract shall not have any rights to enforce its terms.
    • Variation: Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by SOS.
    • Governing law: 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 the law of England and Wales.
    • Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

12. COMPLAINTS PROCEDURE

If you’re not happy with the service or product you have received, you have the right to complain, have your complaint investigated, and be given a full and prompt reply. A complaint in the first instance should be made to the Technical Reviewer / Production Controller via a telephone call, email or in writing. Contact details can be found on the SOS website www.specialisedorthoticservices.co.uk/contact-us/.

To enable a thorough, swift and effective resolution please provide details of the following information:

• Date of complaint
• Time of complaint
• Name of complainant
• Product type
• Order number / s / contract numbers / serial numbers
• Details of why you are complaining
• Other supporting information that you see fit for supporting your complaint & which may assist us in investigating the issue.

 

 

 

Intermediate Complaint Management Targets.

Once a complaint has been received we endeavour to acknowledge the complaint by:

Telephone within 2 days of receipt or

Email, letter. Fax within 5 days of receipt.

Full complaint resolution.

Full resolution Complaint Management Target.

Following full investigation SOS endeavour to resolve all complaints within 1 calendar month from initial acknowledged receipt of the complaint.

Failure of Complaint resolution.

Should this process fail, complaining customers have the right to contact the Code Administrator of the BHTA for impartial investigation and resolution. BHTA contact details Tel: 020 7702 2141, Email: bhta@bhta.com

Returns procedure.

Faulty Goods.

You always have the option of an exchange or refund if the fault occurs within 21 days of delivery. If the fault with your product occurs within its guarantee period (normally 12 months from delivery for frames & 3 to 6 months on other selected items) we will offer you a prompt repair service. In all cases we reserve the right to inspect the product and verify the fault.

We do not cover faults caused by accident, neglect, misuse or normal wear and tear.

Damaged goods.

If you unpack your product and find it damaged, you can return the product to our manufacturing facility within 48 hours of delivery.

If you cannot return it back to our manufacturing facility please contact us. Contact details can be found on the SOS website www.specialisedorthoticservices.co.uk/contact-us/.

To be eligible for a return, your item must be unused and in the same condition that you received it. It must also be in the original packaging.

14 day cancellation policy.

Where an order cannot be fulfilled and the customer does not wish to accept substitute goods or services a refund will be made speedily and in full.

In the case of contracts where cancellation rights apply under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, a refund will be made within 14 days of return of the goods or their collection from the customer (whichever is earliest).

Issues of this nature should be reported in the first instance to the General Manager. Contact details can be found on the SOS website www.specialisedorthoticservices.co.uk/contact-us/.

Vouchers/credit note to the equivalent value will only be offered where the customer agrees this is acceptable.