Sokito Standard Terms and Conditions
In these terms and Conditions:
“the Buyer” means the person or firm who buys or agrees to buy the Goods from the Seller.
“the Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
“the Delivery Date” means the date specified by the Seller when the Goods are to be delivered.
“the Goods” means the Goods (including any instalments of the Goods) specified on the Order Confirmation.
“the Order Confirmation” means the order confirmation issued in writing by the Seller to the Buyer.
“the Seller” means Technological Tailors Ltd, trading as Sokito, whose registered office is; Nucleus House, 2nd Floor, 2 Lower Mortlake Road, Richmond, United Kingdom, TW9 2JA a reference to writing or written includes e-mails and phone messages.
- Conditions of Sale
- These Conditions apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of any other terms and conditions which the Buyer may purport to apply.
- All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
- A separate contract on these Conditions is formed each time that the Seller sends an Order Confirmation. Even if an Order Confirmation is sent, the contract remains conditional on the satisfactory results of any credit or other checks the Seller considers necessary and the continued availability of the Goods in the quantities and at the price at which the Buyer ordered them, failing which the Seller will inform the Buyer as soon as possible and refund any payment made by the Buyer.
- Price of Goods
- If not set out in the Order Confirmation, the price of the Goods shall be the price listed in the Seller’s current UK/EU price list at the date of the Order Confirmation. In no event shall the price of previous deliveries be binding on the Seller for subsequent orders.
- The price of the Goods is exclusive of any applicable value added tax or sales tax for which the Buyer shall be additionally liable to pay the Seller.
- The price of the Goods includes delivery to the Buyer’s single address.
- Should the delivery address be outside of the UK the customer will be liable for all import duties and taxes.
4. Terms of Payment
- The Buyer acknowledges that the Seller will seek credit references for the Buyer. Unless satisfactory references are forthcoming, payment for the Goods must be made before the Goods are dispatched. Otherwise payment must be made in full and in cleared funds within 30 days, end of month
- If the Buyer fails to make payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller may (a) suspend or cancel deliveries of any Goods due to the Buyer; (b) apportion any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit; (c) charge the Buyer interest (both before and after judgment) on the amount unpaid at the rate of 8% per annum above Bank of England base rate from time to time until payment in full is made (such interest shall accrue from day to day on the basis of a year of 365 days and the number of days elapsed); and (d) recover all reasonable costs, expenses and outgoings incurred by the Seller in obtaining the payment from the Buyer, including without limitation any debt collection agency costs incurred.
- The Buyer shall make all payments due without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
5.1 The Seller warrants that on delivery, the Goods shall: (a) conform in all material respects with their description; (b) be free from material defects in design, material and workmanship; and (c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
- Subject to clause 5.3, if: (a) the Buyer gives notice in writing to the Seller, within 5 days from the date of delivery or (where the defect was not apparent on reasonable inspection) within 7 days after discovery, that some or all of the Goods do not comply with the warranty set out in clause 5.1; and (b) the Seller is given a reasonable opportunity of examining such Goods; and (c) the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business, then the Seller may, at its option, either repair or replace the defective Goods, or refund the price of the defective Goods in full.
- The Seller shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events: (a) the Buyer makes use of such Goods after giving notice in accordance with clause 5.2; (b) the defect arises because the Buyer failed to follow the Seller’s instructions as to the storage of the Goods or (if there are none) good trade practice regarding the same; (c) the Buyer alters or repairs such Goods without the written consent of the Seller; or (d) the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions.
- Whilst every effort will be made to supply Goods in accordance with samples and/or specifications set out in its literature, the Seller reserves the right to modify specifications, designs, materials and quality as circumstances dictate or as may be required to conform with any applicable statutory or regulatory requirements or such other changes as may be required or made by the manufacturer of the Goods. Any specifications, drawings and illustrations contained in the Seller’s literature are produced for the sole purpose of giving an approximate idea of the Goods described in them and they do not form part of the contract unless expressly so stated by the Seller in writing.
- No goods delivered to the Buyer which conform to this Condition will be accepted for return without the prior written approval of the Seller on terms to be determined at the absolute discretion of the Seller.
- Except as provided in these Conditions, the Seller shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
- Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.
- Unless otherwise agreed in the Order Confirmation, delivery of the Goods shall be to a single delivery address (the Delivery Location). The Delivery Date is approximate only and delivery by that date cannot be guaranteed. Any reasonable delay in delivering the Goods shall not give rise to the right of the Buyer to treat the contract as repudiated or to reject the Goods. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving notice to the Buyer.
- The Seller 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 Buyer to cancel any other instalment.
- The Buyer shall make all arrangements necessary to take delivery of the Goods intended for delivery.
- If the Buyer fails to pay an invoice, take delivery of the Goods or give the Seller adequate delivery instructions then without prejudice to any other right or remedy available to the Seller, the Seller may cancel the contract and invoice the Buyer for 25% of the order value to compensate the Seller for any loss and costs incurred.
- Title and Risk
- Risk in the Goods shall pass to the Buyer on their arrival at the Delivery Location or, if the Buyer wrongly fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
- Title to the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and there are no other sums whatsoever due from the Buyer to the Seller.
- Until title to the Goods has passed to the Buyer, the Buyer shall: (a) hold the Goods on a fiduciary basis as the Seller’s bailee (b) keep the Goods (at no cost to the Seller) separately from all other goods in its possession so that they remain readily identifiable as the Seller’s property; (c) maintain the Goods in a satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
- Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until the property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with any other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money.
- The Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such a request the rights of the Buyer under clause 7.4 shall cease.
- Insolvency of Buyer/Breach of Terms and Conditions
- This Clause applies if the Buyer:
- (being a company) has a petition presented for its winding-up or passes a resolution for voluntary winding-up or goes into liquidation other than for purposes of a bona fide amalgamation or reconstruction; or
- compounds with its creditors or has a nominee supervisor or administrator appointed pursuant to the Insolvency Act 1986 (“the Act”); or
- suspends, or threatens to suspend, payment of its debts, or (being a company) is deemed unable to pay its debts within the meaning of s.123 of the Act, or (being an individual) is deemed either unable to pay its debts or having no reasonable prospect of so doing, in either case, within the meaning of s.268 of the Act, or (being a partnership) has any partner to whom any of the foregoing apply;; or
- (being an individual) becomes the subject of a bankruptcy petition; or
- (being a company) is the subject of an application made to court, or an order is made, for the appointment of an administrator; or
- has a judgment obtained against it or a distress or execution process is levied or enforced on or sued against the whole or any part of its assets;
- the Buyer takes or suffers any similar action as narrated above in consequence of debts or carries out or undergoes any analogous act or proceedings under foreign law; or
- is in breach of clauses 9, 10 or 12 of these Conditions; or
- ceases or threatens to cease to carry on business; or
- fails to pay to the Seller monies properly due for any Goods; or
- (being an individual) dies; or
- if the Seller reasonably believes that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
- If clause 8.1 applies, then without prejudice to any other right or remedy available to the Seller:
- The Seller shall be entitled to forthwith revoke by notice in writing the Buyer’s power of sale under these Conditions;
- The Seller shall be entitled to cancel the contract or suspend any further deliveries under the contract or any other contract without any liability to the Buyer; and
- If the goods have been delivered but not paid, the price shall become immediately due and payable notwithstanding any previous agreement to the contrary PROVIDED ALWAYS that, where any deliveries suspended in accordance with the terms of this clause and the Seller in its sole discretion decides to lift such suspension, the Buyer shall not be entitled to accept such deliveries because of late delivery and any attempt to do so shall be treated as a breach of the contract for purposes of clause 6.5 thereof.
8.3 Termination of a contract, however arising, shall not affect any of the parties rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the contract shall continue in full force and effect.
- Intellectual Property
- The Buyer shall not alter, add to, tamper with or otherwise interfere with the Goods prior to each sale by the Buyer nor remove any part thereof and shall not add to, deface, remove, conceal or obliterate the Seller’s trademarks or other logos attached or applied to the Goods or used in their promotion (the Trademarks).
- The Buyer shall not purchase stock, offer for sale or sell:-
- Any Goods which have been so processed, altered or interfered with;
- Any counterfeit merchandise bearing the Trademarks.
- The Buyer shall not apply for registration as the proprietor of the Trademarks or any part of them or any trademark which would conflict with them nor do anything which will impair or prejudice the goodwill associated with the Trademarks nor use it or them any way which could or might affect the validity of the Trademarks or lead to any other party acquiring rights in the Trademarks nor shall the Buyer in any other way infringe the Trademarks.
- The Buyer is not authorised to make any use of the Trademarks except in connection with the sale of the Goods supplied by the Seller in accordance with these Conditions.
- The Buyer shall comply strictly with the directions of the Seller regarding the application of the Trademarks, including directions contained in the Sellers brand guidelines from time to time. The Buyer shall do nothing that, in the Seller’s opinion, is likely to diminish the reputation and prestige of the Trademarks or Goods.
- Without prejudice to the foregoing, the Buyer agrees that the specification and design of the Goods (including the copyright, design right, trademark and other intellectual property in them and in their name or logo “SOKITO”) and all goodwill attached to the Trademarks shall as between the parties be the sole property of the Seller.
- Upon termination of the contract for whatever reason, the Buyer shall immediately discontinue the use of the Trademarks.
- The Buyer shall indemnify the Seller against all liabilities, costs and expenses resulting from any infringement by the Buyer of the Seller’s Trademarks or other intellectual property rights.
- Buyer’s Prohibitions
- The Buyer shall not:
- assign, sublet or transfer any of its rights and obligations under these Conditions;
- 10.1.2. sell Goods to any other retailer or wholesaler.
- Goods are sold to the Buyer on condition that they are for resale by the Buyer to the ultimate consumer and in order to protect the Seller’s brand and reputation may be sold only through retail outlets previously notified to and agreed by the Seller.
- If the Buyer chooses, or is provided with, a user identification code, password or any other piece of information as part of the Seller’s security procedures, it must treat such information as confidential, and must not disclose it to any third party.
- Sokito may in its sole discretion cancel a Contract at any time before the Goods are Delivered by giving written notice to the Buyer. After giving such notice Sokito shall promptly repay to the Buyer any part of the Price paid in respect of the Goods. Sokito shall not be liable for any loss or damage whatsoever arising from such cancellation.
- The Buyer shall not be entitled to withdraw an Order once an Order Confirmation has been despatched or cancel a Contract without the prior written consent of Sokito.
- Limitation of Liability
- Nothing in these Conditions shall limit or exclude the Seller’s liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 1 of the Sale of Goods Act 1979; or (d) defective products under the Consumer Protection Act 1987.
- Subject to clause 11.1: (a) the Seller shall under no circumstances whatever be liable to the Buyer, 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 the Seller’s total liability to the Buyer 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 under that contract.
- Online and Mail Order
The conditions set out below are intended to protect the value of the Seller’s brand and reputation and to enable the Seller to ensure that sales are capable of being supported by a full after-sales service.
- The Buyer must:
- obtain the Seller’s approval in writing before advertising or selling any Goods online;
- advertise other brands and products for sale online, not just the Seller’s Goods;
- sell Goods at fixed prices and not by auction. For the avoidance of doubt, Goods may be sold on eBay using ‘Buy It Now’ listings, but not by ‘Classified Ads’, ‘Best Offer’ or ‘auction-style’ listings;
- ensure that prices for Goods are advertised inclusive of VAT;
- not use “Sokito” or any of the Trademarks in its domain name, or as a keyword, or in the ad title in any “pay per click” advertising;
- only use images and logos supplied by the Seller to advertise or sell any Goods;
- ensure that the Goods descriptions and specifications are accurate;
- notify the Seller of all public announcements, press releases, advertisements and/or other marketing material relating to the Seller and/or its Goods produced by or as a consequence of the Buyer; and
- comply with the E-Commerce Regulations 2002, the UK Consumer Protection (Distance Selling) Regulations 2000 and/or any other relevant legislation that may be introduced from time to time.
- This contract is governed by and shall be construed in accordance with the laws of England and Wales. The courts of England and Wales will have exclusive jurisdiction over any dispute arising in connection with this contract.
- The performance of all contracts is subject to variation or cancellation by the Seller owing to any force majeure, including without limitation any Act of God, war, strike, lockout, fire, flood, drought, tempest or any other inability of the Seller to procure materials or articles required for the performance of the contract, and the Seller shall not be held responsible for any inability to deliver Goods due to any such contingency.
- Any variation to these Conditions shall be inapplicable unless agreed in writing by the Seller.
- A waiver of any right or remedy under the contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. Failure or delay by the Seller in enforcing or partially enforcing any provision of the contract will not be construed as a waiver of any of its rights under the contract, nor shall it preclude or restrict the further exercise of that or any other right or remedy.
- The Seller will use the information collected about the Buyer to process and fulfil the Buyer’s orders. The Seller may also use the information to notify the Buyer about new products, special offers, promotions or events and to monitor customer patterns, sales or trade credit performance. The Seller may give the information collected to third parties to process for the aforementioned purposes on its behalf. By completing and returning the order form, the Buyer consents to the collection and use of the information by the Seller and any third parties to whom the Seller gives the information for the purposes set out above.
- Any notice or other communication given to a party under or in connection with a contract under these Conditions 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) in writing, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, fax or e-mail.
- If any court or competent authority finds that any provision of these Conditions (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 these Conditions shall not be affected.
- A person who is not a party to the contract shall not have any rights under or in connection with it.