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Terms & Conditions for Wholesale Buyers

SODS Wholesale is a business-to-business platform which connects, and simplifies transactions between, artists and designers, and retail businesses. This policy explains your rights and responsibilities, as a wholesale buyer, when using SODS.
This policy is part of SODS LAW, also known as our Terms and Conditions. By applying to have access to our designers for the purpose of placing wholesale orders, you’re agreeing to SODS Law.

1. Our Limitations of Liability
1.1 SODS does not manufacture, store or inspect any of the items sold through our Services. SODS acts as a facilitator in the buying process between you and the designer or artist. We provide a venue for you to find, learn about, and enter into transactions with, Designers from around the world. It is important to note, however, that SODS is not part of those transactions. Our role is to collect the funds on your behalf and keep them in escrow, until you’re satisfied with your purchase. This creates a safer, more secure interaction for both you and the Designer.
1.2 By purchasing from SODS you understand that you are not buying directly from SODS, but from one of the many talented designers on SODS.
1.3 SODS does not guarantee or endorse any items sold on SODS, or any content posted by designers including photographs, information and language used in listings.
1.4 SODS cannot and does not make any warranties about the quality, safety or even the legality of designer content. Any legal claim related to an item you purchase must be brought directly against the seller of the item. You release SODS from any claims related to items sold through our Services, including for defective items, misrepresentations by sellers, or items which caused physical injury (like product liability claims).
1.5 Each seller on SODS has their own length-of-processing period, and you will agree to the estimated delivery date before order confirmation.
1.6 After every buying experience you are able to rate the designer, so you can rest assured that the designer has motivation to provide you with good service. If your order is not satisfactory, you can trust that your refund will be quick, as it is held by SODS and not the designer.
1.7 The terms below are there to protect both you and the Designer. The Designer has the right to add additional terms for you to sign, as long as they don’t conflict with these terms. In the event that the terms conflict, these terms will govern all other terms.
1.8 You release us from all liability relating to the transaction between you and the Designer.
1.9 You may come across materials you find offensive or inappropriate while using our Services. SODS is not responsible for the accuracy, copyright compliance, legality or decency of content posted by users.

2. Becoming a Wholesale Buyer on SODS
2.1 You or your company must apply and be approved by SODS to view and purchase from our designers.
2.2 You may only make purchases on SODS Wholesale, in order to resell the purchased items.
2.3 You must represent retail businesses. Buyers must be able to provide a valid VAT number for your business and proof of recent buying invoices.
2.4 You may only sell purchased items at the business represented on your application. False representation is considered a violation of our policies.
2.5 SODS reserves the right to approve or reject any application, and to terminate our services to a buyer at anytime.

3. Buyer Terms
3.1 You guarantee that you represent a retail business and have the authority to enter into agreements on behalf of that business.
3.2 Once the Designer accepts your order, you agree to make payment in full. The contract between you and the Designer can only commence once payment has been received. Your order can not be processed without payment.
3.3 You will be prompt in paying for the order, through our trusted payment gateway, Sage Pay.
3.4 SODS will keep this amount in escrow and release it to the designer 28 days after you have received the goods.
3.5 We offer the best shipment rates available. If you have a designated courier service you’d prefer to use, you need to request approval from the designer.
3.6 The Designer has the right to reject your order request.
3.7 You agree to allow Designers and SODS to contact you via phone, email, or through the Resolution Centre regarding orders you place. Delaying the order by not responding can result in SODS suspending or terminating your contract. Any cost that this delay may cause will be your responsibility.

4. How to place wholesale orders
4.1 All orders on SODS Wholesale must be placed through the SODS Wholesale purchase order system. This is to ensure a successful trade for both you and the seller. We would hate anything to go wrong, which is why we take the necessary steps to protect you and the designer through using this platform. Placing SODS Wholesale orders outside the SODS Wholesale purchase order system is considered fee avoidance, and may result in the suspension or termination of your and the Designer’s accounts.
4.2 Once you have selected your items, you will be prompted to pay 100% of the wholesale cost, excluding VAT.
4.3 The Designer will receive an e-mail notice of the order, and at this point has the right to deny the order for any reason, if they wish.
4.4 Once the Designer accepts the order and confirms the delivery date, and the funds have cleared with SODS, the contract will commence between you and the Designer.
4.5 A final invoice, with courier costs and VAT if applicable, will then be sent before shipment takes place.

5. Samples
5.1 If placing your first order with a Designer, we strongly recommend that you first request a sample, before placing an order. If a sample is supplied, the sample:
(a) remains the property of the Designer at all times. Any samples, drawings, descriptive matter, or advertising produced by the Designer, is provided for the sole purpose of giving an approximate idea of the Products. They shall not form part of the Contract, nor shall they have any contractual force.
(b) shall be your responsibility from the time it is delivered to you.
(c) shall be returned to the Designer upon their request, and in any event, within 14 days of the date of its delivery to you.
(d) shall be your responsibility, as far as any costs incurred in its return to the Designer, are concerned.
(e) shall be returned to the designer in the same condition in which it arrived, and shall be packaged, at your expense, to a standard at least as high as what it arrived in.
5.2 In the event that the sample is lost, destroyed, or in any way damaged whilst under your care, the Designer shall be entitled to the replacement value of the samples from you.

6. The Product
6.1 If an Order is placed by a Wholesale Buyer based on the sample, then the bulk of the Products will correspond with the sample in quality and design. The Designer, however, shall have no liability to the Buyer unless more than 5% of the Products do not so correspond. Issues can be raised through the Resolution Centre. The discussion will be logged there, so it is in your best interest to raise issues through the SODS portal.
6.2 Five days is deemed sufficient for the Buyer to have had reasonable opportunity to compare the bulk of a consignment of Products with the samples.
6.3 This period is also deemed sufficient for the Buyer to have noticed any defect which renders any Products out of accordance with the contract. If no defects are registered within the period, the Products are considered to have been accepted so delivered.
6.4 All terms, conditions and warranties (whether implied or expressly stated), whether created by the Designer or their servants or agents, or otherwise (other than those express warranties set out in the Contract), relating to the quality and/or fitness for purpose of the Products, are excluded to the fullest extent permitted by law.
6.5 The designs of the Products (including any copyright, design right or other intellectual property) shall be the property of the Designer.

7. Delivery
7.1 The Products shall be delivered to you at your address, or such other location as the parties may agree. The risk in the Products shall pass to the Buyer upon such delivery taking place.
7.2 The Delivery Date is approximate and any claims arising as a result of late delivery are excluded.
7.3 The Designer is entitled to make delivery of the Products in instalments.
7.4 The Buyer shall promptly obtain all necessary import licences, clearances and other consents necessary for the purchase of the Products. You are solely responsible for any costs, fees or charges necessary to obtain such licences, clearances or consents. The Designer shall promptly, upon request, supply all documents reasonably required by the Buyer for this purpose. Some Products may comprise materials embargoed in other jurisdictions. Delivery outside of the EU may not be possible, or may be delayed, as additional authorisations are sought on such Products.

8 Cancellation
8.1 To avoid doubt, and without prejudice to any other right the Designer may have in the event of you, the Buyer cancelling any Order, the Buyer shall immediately, upon demand, be required to indemnify the Designer against any costs and losses relating to the cancelled order.

9 Acceptance of the Products/Returns
9.1 No Products delivered to you, the Buyer, which are in accordance with the Contract, will be accepted for return, without the prior written approval of the Designer, on terms to be determined at the absolute discretion of the Designer.
9.2 If the Designer agrees to accept any such Products for return, the Buyer shall be liable to pay a handling charge of 10% of the invoice price. Such Products must be returned, at your cost, by the courier company used to deliver the goods, to the Designer, in the same unused condition in which they were sent, in their original wrapping, and in their original shipping carton.
9.3 Products returned without the prior written approval of the Designer, may at the Designer’s absolute discretion, be returned to you, or stored at the Buyer’s cost, without prejudice to any rights or remedies the Designer may have.

10 Title and Risk
10.1 The Products shall be at the Buyer’s risk as from delivery.
10.2 Property in the Products shall not pass to the Buyer until:
(a) the Buyer has paid the Price plus VAT (if applicable) in full; and
(b) no other sums are due from the Buyer to the Designer.
10.3 Until property in the Products passes to the Buyer, the Buyer shall hold the Products on a fiduciary basis as bailee for the Designer. The Buyer shall store the Products (at no cost to the Designer) separately from all other Products in their possession, and marked in such a way that they are clearly identified as the Designer’s property.
10.4 Notwithstanding that the Products remain the property of the Designer, the Buyer may sell or use the Products in the ordinary course of the Buyer’s business, at full market value for the account of the Designer. Any such sale or dealing shall be a sale or use of the Designer’s property by the Buyer on the Buyer’s own behalf, and the Buyer shall deal as principal when making such sales or dealings, and shall not act as the Designer’s agent. Until property in the Products passes from the Designer, the entire proceeds of sale or otherwise of the Products shall be held in trust for the Designer, and shall not be mixed with other money, or paid into any overdrawn bank account, and shall be at all material times identified as the Designer’s money.
10.5 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Products has not passed from the Designer.
10.6 Until such time as property in the Products passes from the Designer, the Buyer shall upon request deliver up such of the Products as have not ceased to be in existence or resold, to the Designer. If the Buyer fails to do so, the Designer may enter upon any premises owned, occupied, or controlled by the Buyer, where the Products are situated and repossess the Products. On the making of such request, the rights of the Buyer under clause 10.4 shall cease.
10.7 The Buyer shall not pledge, or in any way charge by way of security for any indebtedness, any of the Products which are the property of the Designer. Without prejudice to the other rights of the Designer, if the Buyer does so, all sums whatever owing by the Buyer to the Designer shall forthwith become due and payable.
10.8 The Buyer shall insure, and keep insured, the Products to the full Price, against ‘all risks’ to the reasonable satisfaction of the Designer, until the date that property in the Products passes from the Designer, and shall whenever requested by the Designer, produce a copy of the policy of insurance. Without prejudice to the other rights of the Designer, if the Buyer fails to do so, all sums owing by the Buyer to the Designer shall forthwith become due and payable.

11. Remedies of Buyer
11.1 The Designer shall be under no liability whatever to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any for any loss of profit, or any indirect loss or consequential loss suffered by the Buyer, arising under or in connection with this Contract.
11.2 The Designer’s total liability to the Buyer, in respect of all other losses arising under, or in connection with this Contract, whether in contract, tort, breach of statutory duty or otherwise, shall in no circumstances exceed the Price of the Products.
11.3 The Buyer agrees that any claims against the Designer must be brought within 9 months of the alleged breach by the Seller (‘the Contractual Limitation Period’), and that any claims brought after the expiry of the Contractual Limitation Period shall automatically fail, as being out of time.

12. Retail
12.1 The contract is solely for the onwards sale of the Products by the Buyer, ‘wholesale’.
12.2 Save where selling directly to consumers, the Buyer undertakes to obtain the prior written consent of the Designer to any onwards sale of all, or any of the Products, to other retailers, and expressly agrees not to sell or offer for sale any of the Products to any retailer that sells accessories at a discount, or at what in the opinion of the Designer constitutes an undervalue.

13. Insolvency
13.1 In the event that the Buyer becomes subject to any of the events listed in clause 13, the Seller may terminate the Contract with immediate effect, by giving written notice to the Buyer, and the provisions of clause 11 shall apply. The Designer will then be able to obtain access to any of the Buyer’s premises, and obtain possession of any of the Designer’s Products.
13.2 For the purposes of clause 13.1, the relevant events are:
(a) the Buyer suspends, or threatens to suspend payment of its debts, or is unable to pay its debts, as they fall due, or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts, or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(b) the Buyer commences negotiations with all, or any class of its creditors, with a view to rescheduling any of its debts, or makes a proposal for, or enters into, any compromise or arrangement with its creditors other than (where the Buyer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Buyer, with one or more other companies, or the solvent reconstruction of the Buyer;
(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for, or in connection with, the winding up of the Buyer, other than for the sole purpose of a scheme for a solvent amalgamation of the Buyer, with one or more other companies, or the solvent reconstruction of the Buyer;
(d) (being a company) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given, or if an administrator is appointed over the Buyer;
(e) (being a company) the holder of a qualifying floating charge over the Buyer's assets has become entitled to appoint, or has appointed, an administrative receiver;
(f) a person becomes entitled to appoint a receiver over the Buyer's assets, or a receiver is appointed over the buyer's assets;
(g) (being an individual) the Buyer is the subject of a bankruptcy petition or order;
(h) a creditor or encumbrancer of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process, is levied or enforced on, or sued against, the whole of, or any part of, its assets, and such attachment or process is not discharged within 14 days;
(i) any event occurs, or proceeding is taken, with respect to the Buyer, in any jurisdiction to which it is subject, that has an effect equivalent, or similar to any of the events mentioned in clause 12.2(a) to clause 12.2(f) (inclusive);
(j) the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
(k) the Buyer's financial position deteriorates to such an extent that in the Seller's opinion, the Buyer’s capability to adequately fulfil its obligations under the Contract, has been placed in jeopardy; and
(l) (being an individual) the Buyer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs, or becomes a patient under any mental health legislation.
13.3 Without limiting its other rights or remedies, the Designer may suspend provision of the Products under the Contract, or any other contract between the Buyer and the Designer, if the Buyer becomes subject to any of the events listed in clause 13.2(a-l), or the Seller reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.

14. Force Majeure
14.1 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, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

15. Proper Law of Contract
15.1 This Contract is subject to the law of England and Wales.
15.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales, and irrevocably agree that proceedings issued out of the said courts may, without prejudice to the rules of service of such courts, be served on them, by delivering such proceedings in an envelope addressed to the party to be served, at the address for such party set out in this Contract.

By placing an order through the SODS website, you confirm that you are duly authorised to enter into this contract, and confirm that you have read, understood and accept these Conditions, and accept that these Conditions will apply to all future contracts for the sale of Products by the Designer to your company.