All wholesale goods supplied by Opas (Southern) Ltd are sold on the following terms.


1. INTERPRETATION

In these conditions:

1.1. OPAS – means Opas (Southern) Ltd, company number 01838862, whose registered office is at 2 Station Road, West Oxted, Surrey RH8 9EP United Kingdom.

1.2. “The Buyer” means the company or person who is purchasing the Products.

1.3. “Conditions” means the standard OPAS wholesale terms and conditions of sale set out in this document and on the OPAS website and includes any special terms and conditions agreed in writing by OPAS and the Buyer.

1.4. “Products” means any product(s) as described in any Sales Order / Sales Invoices that OPAS submit.

1.5. Any reference in these Conditions to a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

1.6. The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. APPLICATION

2.1. These Conditions apply to all sales of goods by OPAS to any wholesale purchaser (“the Buyer”) and shall prevail over and apply to the exclusion of any terms or conditions contained or referred to in the Buyer purchase order or in correspondence or elsewhere or implied by trade custom practice or course of dealing unless specifically agreed to in writing by a director or other authorised representative of OPAS. Any purported provisions to the contrary are hereby excluded.

3. TITLE & RISK

3.1. Full and complete title to the goods shall remain with the Seller until payment in full of the price therefore and any other amounts due from the Buyer to the Seller. Until such payment the Buyer shall have possession of the goods as fiduciary agent for the Seller and shall store the goods in such a way as to enable them to be identified as the property of the Seller, provided that if the Buyer is purchasing the goods for resale the Buyer may, unless and until the Seller specifies otherwise in writing, in the ordinary course of its business sell and deliver the goods to a third party but on the basis that the proceeds of any such sale are held in trust for the Seller.

3.2. The Seller reserves the right to re-possess any goods in respect of which payment is overdue and thereafter to resell the same and for this purpose the Buyer hereby grants an irrevocable right and licence to the Sellers servants and agents to enter upon all or any of its premises during normal business hours. This right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to any accrued rights of the Seller thereunder or otherwise.

3.3. Risk in the goods shall pass on delivery.

4. DELIVERY

4.1. Whilst every effort will be made to meet delivery dates mentioned in correspondence such dates are approximately only and not of any contractual effect and the Seller shall not incur any liability by reasons of failure to deliver on any particular date or dates.

4.2. Delivery shall be to the Buyers business premises unless otherwise agreed in writing.

4.3. Any delivery discrepancy must be notified to the Seller in writing within 72 hours of the delivery.

4.4. The Buyer must advise OPAS within 10 days of date of despatch or invoice date (whichever is later) of any claim for damage or non-delivery. No claim for damage or non-delivery will be accepted outside of this time limit.

5. PRICES

5.1. Prices quoted by OPAS for Products in this catalogue are nett trade/wholesale only. Stated prices apply only to the stipulated quantities. OPAS may at any time revise stated prices to take into account changes in costs occurring between the date of the Order Acceptance and the dispatch of the goods including (without limitation) costs of any materials carriage labour or overheads the increase or imposition of any tax duty or other levy and any variation in exchange rates.

5.2. Unless otherwise specified VAT and any other tax or duties payable by the Buyer shall be added to the price.

5.3. OPAS operate a wholesale minimum order requirement of £25 goods value plus carriage and packing and VAT.

5.4. Delivery to mainland UK will be charged at cost. All deliveries to non-mainland UK addresses are charged at cost and will be agreed with the Buyer before the goods are dispatched.

6. TERMS OF PAYMENT

6.1. Opening orders are on a pro-forma basis. Thereafter a credit account may be agreed subject to references credit checks and searches. Where a credit account has been agreed, payment of OPAS invoices shall unless otherwise specified by the Seller in writing be made within 30 days of the date of invoice.
6.2. Any credit account allowed to the Buyer may be changed or withdrawn by the Seller at any time.
6.3. The Seller reserves the right to charge interest on overdue accounts at the rate of 3% over Lloyds TSB base rate to run from the due date for payment thereof until receipt by the Seller of the full amount or not after judgement.
6.4. Invoices shall be paid in full without any deduction or set off.
7. THIRD PARTY RIGHTS
7.1. No condition warranty
or representation whether express or implied is given by the Seller that the goods will not infringe the rights of any third party when exported
to or used or resold in any country outside the United Kingdom. The Buyer shall be solely liable for establishing whether goods may lawfully be so exported used or resold and shall indemnify the Seller against any and all liabilities claims losses and costs arising by reason of any infringement or alleged infringement of third part rights by reason of any such export use or resale.
8. WARRANTY and LIABILITY
8.1. The Seller shall not be liable to the Buyer:
8.1.1.for shortages in quantity delivered unless the Buyer notifies the Seller of any claim for short delivery within seven days of receipt of the goods,
8.1.2.for damage to or loss of the goods or any part thereof in transit (where the goods are carried by the Sellers own transport or by a carrier on behalf of the Seller) unless the Buyer shall notify the Seller of any such claim within seven days of receipt of the goods or ten days of the date of dispatch shown in the Sellers advice notice whichever shall be earlier,
8.1.3.for defects in the goods caused by any act, neglect or
default of the Buyer or of any third party.
8.2. Where the Seller is found to be liable under the warranty in Condition 7.1 or for the shortages, damage or loss referred to in Condition 7.1 the sole responsibility of the Seller shall be at its option to make good any shortage or non- delivery and/or as appropriate replace or repair any goods found to be damaged or defective and/or to refund to the Buyer the net price paid for the damaged, defective
or undelivered goods. Goods which are the subject of a claim must be stored free of charge by the Buyer pending inspection by the Seller.
8.3. The Sellers aggregate liability to the Buyer whether for negligence breach of contract misrepresentation
or otherwise shall in no circumstances exceed the cost of the defective, damaged or undelivered goods determined by net price invoiced to
the Buyer in respect of any occurrence or series of occurrences. In no case will
the Seller have any liability for indirect or consequential loss or loss of profit.
9. INSOLVENCY and DEFAULT
9.1. If the Buyer enters into
a deed of arrangement
or became bankrupt or compounds with his creditors or if a receiving order is made against him or if (being a Company) an order is made
or a resolution is passed for
the winding up of the Buyer (otherwise than for the purposes of amalgamation or reconstruction) or if a receiver or administrator is appointed
of any of the buyers assets or undertaking or if circumstances arise which entitle the Court or a creditor to appoint a receiver administrator or manager or which entitle the Court to make a winding-up order or if the buyer takes or suffers any
similar action in consequence of debts or commits any breach of this or any other contract between the Seller and the Buyer the Seller may without prejudice to any of its other rights stop any goods in transit and/or suspend further deliveries and/or determine the rights of the Buyer.
10. GENERAL
10.1. Failure by the Seller
to exercise or enforce any rights here-under shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
10.2 Illustrations or any other Product description given in this catalogue or in any other communication from the Seller including size, weight, capacity for example are given as a guide only and are not binding to be absolutely accurate. The use or suitability of any item provided or sold by OPAS for a specific or any other purpose is the sole responsibility of The Buyer.
10.3. Notices shall be deemed to have been duly given is sent by prepaid first class post or facsimile transmission to the party concerned at its last known address. Notices sent by post shall be deemed to have been given three days after dispatch and notices sent by facsimile transmission on the date of dispatch.
10.4. This contract shall be governed by and construed
in all respects in accordance with the Laws of England and the parties agree to submit to the jurisdiction of the English Courts.


Wholesale Terms of Business and Conditions of Sales updated 1 May 2015