SM Wholesaler

Here’s the revised Terms & Conditions document with your details incorporated:

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**Compare The Supplier’s Terms & Conditions**

1. **Definitions**

The text and expressions that follow will have the following meanings unless the context requires otherwise:

“**Additional Charges**” means the costs of shipping goods; any extra packaging, taxes, duties, or other charges levied by any authority or governmental body in respect of, or because of sale, delivery, export, or import of the Goods; shipping and messenger costs, in addition to the Price or Full Price;

“**Contract**” means the agreement of sale and purchase of the Goods entered into between Compare The Suppliers Limited and the Customer after the Effective Date; “**the Company**” means Compare The Suppliers Limited (Registered No 13098182) whose registered office is at 30 The Greenford Broadway, UB6 9PT; “**the Customer**” means the individual, registered firm, or company that has accepted these Terms and holds a business account with the Company;

“**Effective Date**” means the date on which an order is placed with the Company in person, on the website (www.comparethesuppliers.co.uk), by email, or by fax;

“**Force Majeure**” means circumstances that are beyond the control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riots, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes, or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials;

“**Price**” means the cost for the Goods as specified in the Price List, on the Company’s website, or within a written quotation from the Company;

“**Goods**” mean the products ordered by the Customer to be supplied by the Company under these Terms;

“**Order**” means the individual order for Goods placed by the Customer and fulfilled by the Company subject to these Terms.

“**Price List**” means the Company’s current price list for the Goods;

“**Restricted Information**” means any information disclosed to each party by the other under or in connection with the Contract (whether orally or in writing, and which is expressly stated to be confidential or marked as such);

“**Terms**” means these terms and conditions.

2. **Basis of Contract**

2.1 These Terms shall apply to the sale by the Company of all Goods purchased by the Customer, and these Terms shall govern each Contract to the exclusion of any other terms and conditions introduced or submitted by the Customer.

2.2 No variation of these Terms can be given by any of the Company’s employees unless authorized in writing by a signatory of the Company.

2.3 Any tenders or quotations may not constitute an offer, and each Contract shall be made when the Company acknowledges the order placed by the Customer and not before.

2.4 Unless confirmed by the Company in writing, the Company’s employees or agents are not authorized to make any representations concerning the Goods. In entering into each Contract, the Customer acknowledges that it does not rely on any such representations not so confirmed, save that nothing in this Clause excludes the Company’s liability for fraudulent misrepresentation.

3. **Price**

3.1 The price for Goods ordered by the Customer shall be the Price relevant to the ordered Goods as stated in the Price List, on the website, or within a written quotation, and will be current as at the date of the order.

3.2 If any increase arises in the Price, including but not limited to increases in manufacturing costs, raw materials, labor, or transportation, the Company shall be entitled (subject to any statute or regulation) to make such additions to the Price as shall be reasonable in the circumstances.

3.3 All Prices displayed are exclusive of VAT, which will be charged at the rate in force at the time of dispatch.

3.4 A minimum order value of £500.00 net applies to each UK mainland order, this is before VAT and delivery. Carriage is free on orders over £500 for the UK mainland and free on orders over £2000 for the rest of the UK. The cost of carriage for orders to other countries is based on the delivery location and order size.

4. **Payment**

4.1 The Company shall be entitled to invoice the Customer for the Goods ordered on or at any time after dispatch of the Goods or any installment thereof.

4.2 The Customer shall make payment for the Price and any Additional Charges in sterling.

4.3 Any payment received by the Company in any other currency will not be deemed payment for the goods in question.

4.4 Payment of the invoice shall be due and payable without any set-off or other deduction within the specified number of days, as stated in the Customer’s Credit Agreement and on the Invoice issued at the time of dispatch.

4.5 In the event that the Customer fails to pay any invoice from the Company by the due date, then, without prejudice to any other right or remedy available to the Company, all invoices issued to the Customer by the Company in respect of any Goods sold or supplied under these Terms shall immediately fall due for payment and any credit offered or extended by the Company to the Customer in respect of the same shall be canceled forthwith.

4.6 If the Customer fails to pay any invoice on or before the due date, then, without prejudice to any other right or remedy available to the Company:

(i) the Company shall be entitled to withhold delivery of any outstanding orders for Goods or any installment thereof (being the subject of the Contract or any other contract) until the Price and any Additional Charges are paid in full; and

(ii) the Company shall be entitled to terminate the credit account of the Customer upon notice to the Customer in writing.

5. **The Goods & Delivery**

5.1 Any samples, drawings, descriptive matter, or advertising produced by the Company and any descriptions or illustrations contained in the Company’s catalogs, on the website, or in brochures 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.

5.2 To the extent that the Goods are to be manufactured by a specification supplied by the Customer, the Customer shall indemnify the Company 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 the Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This clause 5.2 shall survive termination of the Contract.

5.3 The Company reserves the right to amend the specification of the Goods or if required by any applicable statutory or regulatory requirements.

5.4 The Customer is responsible for ensuring that they provide the Company with full and accurate delivery details. The Company will not be liable for any mis-delivery arising out of incorrect information provided. Orders received by noon and on a weekend will be dispatched the following working day.

5.5 Delivery times are not binding. Goods supplied will normally be delivered within the following number of working days from dispatch:

(a) mainland UK within 48 hours

(b) UK Highlands and offshore Islands within 3-5 working days

(c) Europe within 10-14 working days

5.6 Deliveries are made by a tail lift lorry, and the Customer must ensure that there is suitable access to stop and unload safely. The Customer must be available to sign for and unload the delivery. Deliveries must be signed for by someone aged 18 or over.

5.7 In the event of a failure to accept any delivery by the Customer, other than by reason of the Company’s fault or Force Majeure, the Price and any Additional Charges shall immediately become due for invoice in accordance with clause 4.1, and the Company shall be entitled to store the Goods until actual delivery and charge the Customer for the reasonable costs of storage (including insurance), the Goods being held at the Customer’s risk.

5.8 Collection is free of charge from the Company’s distribution center and must be pre-arranged by contacting the Company and organizing an appropriate time. Orders must be collected within 72 hours of the Effective Date.

5.9 The Company shall have the right to deliver Goods in installments.

6. **Return of Goods and Order Cancellation**

6.1 The Company does not accept returns of non-faulty items.

6.2 Any shortages must be reported to the Company within five working days. All claims shall be deemed to be waived and absolutely barred if they fall outside these timescales.

6.3 Orders received are processed immediately on the Effective Date; therefore, Customers cannot cancel or amend an order once placed.

7. **Risk and Title of Goods**

7.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery to the address provided by the Customer to the Company when the order is placed or another agreed address, save in the following situations:

(a) if the Customer wrongfully fails to take delivery, risk shall pass to the Customer when the Company has tendered delivery of the Goods;

(b) if the Company is not responsible for the delivery of the Goods, risk shall pass at the point when the Customer or a representative of the Customer collects