SPECIALISED ORTHOTIC SERVICES standard conditions of sale

 

Issue 7th March 14 – latest version

 

1. INTERPRETATION

1.1       In these Conditions, the following definitions apply:

“Additional Policies” means the additional policies set out in the schedule

“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 together with the Additional Policies each as amended from time to time in accordance with condition 10.6

“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 9

“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)

1.2       Construction:  In these Conditions, the following rules apply:

1.2.1      a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.2      a reference to a party includes its personal representatives, successors or permitted assigns;

1.2.3      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;

1.2.4      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;

1.2.5      in the event of conflict between the standard conditions of sale and the Additional Policies then the Additional Policies shall prevail;

1.3       A reference to writing or written includes faxes and e-mails.

2. BASIS OF CONTRACT

2.1       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.

2.2       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.

2.3       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.

2.4       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

3.1       The Goods are described in SOS’ catalogue (online or otherwise) as modified by any applicable Specification.

3.2       To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customershall 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 3.2 shall survive termination of the Contract.

3.3       SOS reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

4. DELIVERY

4.1       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.

4.2       SOS shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location“).

4.3       Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.

4.4       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, delays in customs 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.

4.5       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.

4.6       The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if SOS requires, the Customer shall make those licences and consents available to SOS prior to the relevant shipment.

5. QUALITY

5.1       SOS warrants that on delivery the Goods shall:

5.1.1      conform in all material respects with their description and any applicable Specification;

5.1.2      be free from material defects in design, material and workmanship; and

5.1.3      be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

5.1.4      be fit for any purpose held out by SOS.

5.2       SOS shall not be liable for the Goods’ failure to comply with the warranty set out in condition 5.1 in any of the following events:

5.2.1      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;

5.2.2      the defect arises as a result of SOS following any drawing, design or Specification supplied by the Customer;

5.2.3      the Customer alters or repairs such Goods without the written consent of SOS;

5.2.4      the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

5.2.5      the Goods differ fromtheir description and any applicable Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.3       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 5.1.

5.4       The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and any and all other warranties that may be implied by law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.

5.5       These Conditions shall apply to any repaired or replacement Goods supplied by SOS.

6. TITLE AND RISK

6.1       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:

6.1.1      the Goods; and

6.1.2      any other goods or services that SOS has supplied to the Customer in respect of which payment has become due.

6.2       Until title to the Goods has passed to the Customer, the Customer shall:

6.2.1      hold the Goods on a fiduciary basis as SOS’ bailee;

6.2.2      store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as SOS’ property;

6.2.3      not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.2.4      maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

6.2.5      notify SOS immediately if it becomes subject to an insolvency event; and

6.2.6      give SOS such information relating to the Goods as SOS may require from time to time.

6.3       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

7.1       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.

7.2       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:

7.2.1      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);

7.2.2      any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

7.2.3      any delay caused by any instructions of the Customer or failure of the Customer to give SOS adequate or accurate information or instructions.

7.3       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.

7.4       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.

7.5       Unless otherwise agreed to the contrary all Goods must be paid for in advance and in any event prior to shipping. Time of payment is of the essence.

7.6       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.

8. LIMITATION OF LIABILITY

8.1       Nothing in these Conditions shall limit or exclude SOS’ liability for:

8.1.1      death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

8.1.2      fraud or fraudulent misrepresentation;

8.1.3      breach of the terms implied by section 12 of the Sale of Goods Act 1979;

8.1.4      defective products under the Consumer Protection Act 1987; or

8.1.5      any matter in respect of which it would be unlawful for SOS to exclude or restrict liability.

8.2       Subject to condition 8.1:

8.2.1      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

8.2.2      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.

9. FORCE MAJEURE

9.1       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.

1. GENERAL

10.1     Assignment and other dealings:

10.1.1    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.

10.1.2    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.

10.2     Notices:

10.2.1    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.

10.2.2    A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in condition 10.2.1; 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.

10.2.3    The provisions of this condition shall not apply to the service of any proceedings or other documents in any legal action.

10.3     Severance:

10.3.1    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.

10.3.2   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.

10.4     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.

10.5     Third party rights: A person who is not a party to the Contract shall not have any rights to enforce its terms.

10.6     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.

10.7     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.

10.8     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).

 

 

Schedule

Additional Policies relating to the USA

1. INTRODUCTION

1.1     SOS are committed to providing Customers with a good service.

1.2     As well as supplying to Customers in the European Union SOS supplies certain products to customers based in the United States of America (“USA“). This policy sets out the basis upon which Goods supplied to customers in the USA can be returned to us.

2. DELIVERY

2.1     For information about shipping costs and timescales for delivery to the USA please contact our Customer Services Team by:

• calling +44 (0)1283 520400.  Lines are open Monday to Friday 8.00am to 6.00pm (closed Saturday and Sunday and on UK public holidays);
• sending us an e-mail to [email protected] stating the product you are interested in and your delivery address; or
• using our online contact form which is available on our website (www.specialisedorthoticservices.co.uk).

2.2     SOS reserves the right to withdraw delivery to the USA at any time.

3. CUSTOMS/IMPORT CHARGES

3.1     Customs or import charges may become payable once the Goods reach their destination. SOS will not, unless expressly agreed in writing to the contrary, pay Customs or import charges, these charges must be paid by the Customer. Unfortunately, SOS has no control over these charges and cannot tell customers what the cost would be, as Customs policies and import duties may vary from state to state. SOS recommends that customers contact their local Customs office to see if these charges are due, and if so, how much is due.

4. ORDER CANCELLATION

4.1     If you wish to cancel your order, please contact SOS’ Customer Services Team within 3 days of placing your order.

5. EXCHANGES

5.1       Unfortunately, SOS is unable to offer exchanges to USA customers at this time.

 

 

 

6. RETURNS

6.1     SOS values its relationship with its Customers, and offers customers the option to return most goods purchased from SOS. Customers may return eligible goods for a refund of the purchase price paid, less shipping and handling charges. Please note, personalised and custom-made goods which have been made to Customer’s specification may not be returned.

6.2     Customers must return Goods within 30 days of receipt and the Goods.

6.3     Before returning a product Customers must contact the SOS Customer Services Team and follow the SOS returns procedure set out below.

6.4     SOS will refund the price paid for the unwanted goods but delivery charges or any duties and taxes will not be refunded. SOS will only pay return shipping costs if the return is a result of its error (i.e. the Customer received incorrect, damaged or faulty goods).

7.       RETURNS PROCEDURE

Step 1:    Please contact the SOS Customer Services Team. Please have the order number ready and the reason for return. The SOS Customer Services Team may ask a few questions about the Goods in order to review the case and offer an effective solution.

Step 2:    Once you have spoken to the SOS Customer Services Team and they are happy that you are entitled to a refund, they will provide you with a Return Merchandise Authorisation (“RMA“) number and instructions on how to return the Goods. Please note returns will not in any circumstances be accepted without a valid RMA number.

Step 3:    Where possible, please package the goods in their original packaging and make sure that all original contents are returned to SOS. Please also use the original shipping carton and packing materials if possible. If you fail to package the goods adequately to avoid damage in transit or fail to take reasonable care of the goods, SOS may at its absolute discretion, refuse to accept your return or this may result in SOS providing you with only a partial refund. Please remember the Goods are your responsibility until they reach SOS.

Step 4:    Please cover or remove any old shipping labels and tracking numbers on the original shipping carton.  Please mark the shipping carton “Returned Goods” and complete a Customs declaration indicating that the shipping carton contains returned goods, otherwise it may get held up at Customs and this could cause your refund (if appropriate) to be delayed.

Step 5:    SOS recommends you to use an insured and trackable return shipping method as returns will be at your own risk.  SOS will not accept any liability for any Goods lost or damaged in transit. Please remember to keep your receipt and tracking number. Please note in all cases shipping and return costs will be your responsibility, except in the case of damaged, faulty or incorrectly supplied Goods.

Send your returned Goods, shipping prepaid to:

Specialised Orthotic Services Ltd Customer Returns

Unit 127-128, Fauld Industrial Park, Fauld Lane

Tutbury, Staffordshire

DE13 9GS, United Kingdom

7.1     SOS regrets that it cannot be held responsible for the non-delivery of returned Goods or Goods returned to it by mistake.

7.2     All goods will be inspected upon receipt and SOS will send an e-mail as soon as it receives the Goods, acknowledging receipt of them. In the event that Goods are returned in an unsuitable condition, SOS may issue you with a partial refund only.

7.3     Refunds will only be given in accordance with your local legal rights.  As long as you return the Goods in re-saleable condition, in suitable packaging for transportation by a carrier, SOS will refund the purchase price of the Goods in full by issuing you with a refund using the refund method SOS chooses.

8.       FAULTY GOODS

8.1     SOS thoroughly inspects all goods before dispatch to ensure that they are in perfect condition when they leave its warehouse but appreciates that sometimes things can go wrong.

8.2     In the event that an item is defective, faulty or has been sent in error by SOS, you must contact the SOS’ Customer Services Team:

8.2.1       within 7 days (including weekends) of receipt of the Goods; or

8.2.2       where the damage to or defectiveness of the Goods was not apparent on reasonable inspection at the time of delivery, the date on which you should reasonably have discovered the damage or defect,

to avoid delays in receiving your refund. The SOS Customer Services Team may advise you to follow the returns procedure above. You will have 30 days from receipt of the faulty Goods to return them to SOS.  You must cover the cost of returning the faulty product to SOS, however SOS will reimburse you if it finds that the item is defective, faulty or has been sent by SOS in error.