1. GENERAL
1.1 For avoidance of doubt Cockney Spaniel, Cucamelon Kids, Sockology & United Oddsocks are trading brands of Sock Academy Ltd.
1.2 In these terms and conditions (the conditions) the “Company” shall mean Sock Academy Ltd. The “Buyer” shall mean any person, company or other organisation that is placing an order with the Company and the “Products” shall mean any item and/or service, which is to be sold and/or supplied by the Company to the Buyer.
1.3 These conditions contained herein shall constitute the entire agreement between the Company and the Buyer. Any provisions of the Buyer’s order, which is inconsistent with these conditions, shall have no effect unless confirmed in writing by the Company.
1.4 For the avoidance of doubt, the Buyer acknowledges that having entered into this contract to which these conditions apply, it is not and will not hold itself out as a distributor or an agent of the Company.

2. ORDERS
2.1 All orders made to the Company whether verbally or in writing including e-mail, text or by social-media shall be made pursuant to this contract and pursuant to these conditions.
2.2 Any cancellation of orders by the Buyer must be sent in writing and agreed by the Company in writing prior to the Company dispatching the Products. The dispatch of the Products will be made as soon as reasonably practicable when the Products become available.

3. AVAILABILITY
3.1 All Products are subject to availability. An order for any Products, which are not available at the time the order has been accepted by the Company will be held by the Company pending availability of such Products. In the event that an item is out of stock, the incomplete order will be dispatched and invoiced, and outstanding items placed on back order. Back order items will be dispatched and invoiced separately, and no charge will be made for the delivery of any back ordered goods to addresses within mainland UK.
3.2 The Company operates a policy of continual improvement of the Products, which may result in a change to the design or packaging of a Product.

4. PRICES
4.1 Unless fixed prices have been expressly agreed and confirmed in writing by the Company, the price payable by the Buyer shall be the Company’s price prevailing at the date of dispatch of each delivery of the Products.
4.2 Delivery charges to UK mainland business address is FREE on net order value (exclusive of UK VAT) of over £250. On net order value (exclusive of UK VAT) below £250 in value, a delivery charge of £10.00 (excluding VAT) will be charged.
4.2.1 Delivery charges to the Scottish Highlands is FREE on net order value over £250. On net order values below this, a delivery charge of £12.50 will be made.
4.2.2 Delivery charges to the Channel Islands, is FREE on net order value over £250. On net order values below this, a delivery charge of £15.00 will be made. It is the responsibility of the buyer to pay for any additional sales levies, taxes or customs duty that may be due in the applicable country with regards to the import of goods. You may use your own nominated carrier to collect the goods.
4.2.3 Delivery charges to Northern Ireland is FREE on orders over £250 (net). On net orders below this, a £15.00 delivery charge will be made. It is the responsibility of the buyer to pay for any additional sales levies, taxes or customs duty that may be due in the applicable country with regards to the import of goods. You may use your own nominated carrier to collect the goods.
4.2.4 Delivery charges to the EU is levied at 10% of the total order value. It is the responsibility of the buyer to pay for any additional sales levies, taxes or customs duty that may be due in the applicable country with regards to the import of goods. You may use your own nominated carrier to collect the goods.
4.3 For orders placed for delivery outside the UK and not listed above, please contact us for delivery charges and the range of methods available. However, you may use your own nominated carrier to collect the goods.
4.3 Any expedited delivery or other special packaging requirements where agreed by the Company shall be charged extra.
4.4 All prices are exclusive of VAT, where applicable.

5. EXPORT ORDERS
Any order made by customers from the EU are exempt of UK VAT. A valid VAT registration number should be provided as issued from the tax authorities from the country where the goods are to be exported. A company registration number is also required when placing an export orders. All non-UK orders shall be paid by pro-forma invoice unless a credit account has been agreed by the Company.
5.1 It is the responsibility of the buyer to pay for any additional sales levies, taxes or customs duty due on the import of goods that may be applicable in the country of import. These may have to be paid prior to the goods being released to the buyer.
5.2 For orders placed for delivery outside the UK, please contact us for delivery charges and the range of methods available. However, you may use your own nominated carrier to collect the goods.
5.3 If the Company incurs any costs or equivalent (including, but not limited to storage costs) as a result of the Buyer’s negligence and/or default, the buyer will be responsible for any cost incurred by the Company.

6. PAYMENT TERMS
6.1 Where a credit account has been agreed by the Company, payment is due 30 days following the date of the invoice of the products (the “invoice date”). Time of payment shall be the essence of this contract.

7. NEW TRADE CUSTOMERS
7.1 All new accounts are by pro-forma invoice. Under certain circumstances new accounts will be offered a 14-day credit subject to satisfactory references. Under these circumstances, payment in full is due 14 days following the date of the invoice. Time of payment shall be the essence of the contract.
7.2 All products sold to the buyer are intended to be re-sold via the buyer’s retail shops and/or the buyers own website.
7.3 The selling of products on 3rd party platforms is prohibited without the written consent by the Company.
7.4 The resale of the Company’s products to other retailers (in effect acting as a wholesaler) is prohibited without the written consent by the Company.

8. 3rd PARTY PLATFORMS
8.1 The selling of products on 3rd party platforms is prohibited without the written agreement of the Company. The Company reserves the right to withdraw agreement at any time.

9. USE OF IMAGES AND INTELLECTUAL PROPERTY
9.1 Unless otherwise agreed, only product images and descriptions provided by the Company and their use shall be restricted to the advertising, marketing, promoting and selling of the Companies products.

10. LATE PAYMENT
10.1 The company reserves the right to charge a late payment penalty charge of £10 on all overdue invoices.
10.2 In addition to the late payment charge, the Company reserves the right to charge an interest payment of £1 per day from the due date of the invoice until the actual date of payment received (and as well after judgement as before at a tare of £1 per day).
10.3 The Company reserves the right: (a) not to despatch any further consignments of any Products agreed to be supplied under, (b) or to cancel, this contract if the Buyer fails to pay the price or any part thereof or any other monies payable by the Buyer by notice in writing to the Buyer. The Company shall not be liable to the Buyer for any loss incurred by the Buyer due to such delay or cancellation.
10.4 Any additional outside costs incurred by the Company e.g. third party agents’ fees (such as debt collection fees), legal fees, court fees, fees under a sheriff order etc, as a result of an overdue debt shall be payable by the Buyer and not the Company.
10.5 Any other payment terms must be confirmed by the Company’s Directors to the Buyer in writing.

11. DELIVERY
11.1 Dates or periods for delivery are approximate only and time shall not be of the essence in relation to them. If delivery is refused by the Buyer, the Company may charge any costs incurred by the Company as a result of such refusal (including costs incurred in storing the Products and due to any attempted delivery).
11.2 The Company may deliver the Products in instalments and shall not be liable for any delay in delivery or failure to make delivery of the Products due to any circumstances beyond its control and/or as a result of the Buyer failing to grant access to the Buyer’s premises on the confirmed delivery date.
11.3 Delivery shall be deemed to take place: (a) in the case of Products to be collected from the Company’s premises, at the time of having completed the loading of the Products onto the vehicle collecting them; or (b) when the Products are to be delivered by the Company’s transport (including any independent carrier engaged by the Company), at the moment the Products are lifted from the delivery vehicle at the confirmed point of delivery.

12. SHORTAGES OR DAMAGE IN TRANSIT OR NON-DELIVERY
12.1 The Buyer must examine the Products immediately on delivery. The Company reserves the right to reject any claims in respect of shortages or damage in transit or non-delivery of the Products unless the same are submitted in writing to and accepted by the Company within 7 days after delivery of the Products, or in the case of non-delivery 7 days after the receipt of an Invoice.

13. RETURNS
13.1 Returns are not accepted by The Company without prior approval and authorisation. Any returns agreed to will be subject to a restocking and inspection charge. The Company does not operate on a sale or return basis and bespoke orders cannot be returned since they have been produced especially for The Buyer.

14. TITLE AND RISK
14.1 Property in the Products shall not pass to the Buyer until the Buyer has paid all monies owed by it to the Company under this contract and all other accounts due from the Buyer to the Company.
14.2 If any of the Products are processed into, incorporated in, used as materials for, or mixed with other goods prior to such payment (the “goods”) the property (but not the risk) in the whole of the Goods shall pass to the Company at the moment of such processing, incorporation, use or mixture and shall remain with the Company until payment of all such monies under Clause 8.1 of these conditions has been made.
14.3 Until such payment is made and notwithstanding any delivery made, the Buyer shall possess all such Property and/or Goods as agent on behalf of and in a fiduciary capacity for the Company. The Buyer shall store the Products and/or Goods at no cost to the Company and so that they are clearly identified as belonging to and easily removable by the Company. The Buyer shall ensure that the Products are properly maintained in the condition in which they were delivered and shall make good any damage or deterioration.
14.4 If any payment is overdue, the Company may (without prejudice to any of its other rights and remedies) recover and re-sell any or all of such Products and/or Goods and may enter the Buyer’s premises for these purposes.
14.5 The Buyer has the right to sell for the account of the Company and Products and/or Goods by virtue of this sub-clause. In such event the Company shall be entitled to, and the Buyer must account to the Company for proceeds of such sale to the extent that any monies are owed by the Buyer to the Company.
14.6 Notwithstanding this clause, all risk in respect of such Product and/or Goods shall be of the Buyer when the goods have been received by the Buyer.
14.7 The Company may maintain an action for the price of such Products and/or Goods notwithstanding that the property in the Products and/or Goods may not have passed to the Buyer.

15. TERMINATION OF THE CONTRACT OR WITHDRAWAL OF SUPPLIES
15.1 The Company shall be entitled, without prejudice to its other rights and remedies, either to terminate wholly or in part this contract or any order made by the Buyer pursuant to this contract or to suspend any further deliveries under this contract in any of the following events: (a) the Buyer fails to make payments on the due date under contract with the Company; (b) the Buyer becomes insolvent or enters into any composition or arrangement (including a voluntary arrangement) with its creditors or being a body corporate has passed a resolution for voluntary winding up, or if a petition has been presented for any order for its winding up or for a
receiver (including an administrative receiver) or administrator to be appointed or if any such order or appointment is made or if being an individual or partnership the application has been made for an interim order or a petition has been presented for a bankruptcy order; or
(c) The Buyer is in breach of any of the conditions (notwithstanding that on a former occasion the Company has waived its rights).

16. DESCRIPTION AND FITNESS FOR PURPOSE
16.1 Every effort is made to ensure that the Products are described reasonably accurately and are reasonably fit for the purpose and application stated in the Company catalogues or other documents but the Company accepts no responsibility for any loss or damage arising from variations from the description in its catalogues or other documents or for use for other applications or purposes not made known to and accepted by the Company in writing.

17. INTELLECTUAL PROPERTY
17.1 The Company is the owner of all copyrights, claimed copyrights, design rights including patents, patents pending and registered designs in the products manufactured by The Company and these rights are not transferred with the sale of goods and may not be reproduced by you or any third party. Where the company is the licensee of a brand, the copyright of the brand will be owned by the Licensor. All copyright, design rights including patents, patents pending, registered designs are not transferred with the sale of goods and may not be reproduced by you or a third party.
17.2 The liability of the Company in respect of any claim (other than in respect of death or personal injury resulting from the negligence or other mandatory responsibility of the Company) shall not in any event exceed the order price of the Products.
17.3 The Company will not in any event be liable for: (a) any indirect or consequential loss or damage suffered or incurred by the Buyer (including without limitation loss of production or loss of profit, in relation to the Product (other than in respect of death or personal injury resulting from the negligence or other mandatory responsibility of the Company,), (b) the deletion of data as a result of malfunction of any Product (the buyer should make adequate back up provision).

18. DATA PROTECTION
The company complies with the General Data Protection Regulation act 2018. For further information please refer to our privacy policy

19. RISK
Whilst the Products and/or Goods are in the possession of the Buyer and before property in the Products and/or Goods has passed to the Buyer, the Buyer shall maintain appropriate insurance against all usual risks and shall procure that the Company’s interest is noted on any relevant policy of insurance.

20. FORCE MAJEURE
In the event of any cause beyond the control of the Company (including war, rebellion, revolution, strikes, lockouts, breakdown of plant, failure of telecommunications, malicious computer code or government and/or other regulations, rules, laws or decrees) preventing or hindering its obligations under this contract from being carried out, it will not accept any liability for any loss or damage resulting thereof and shall be entitled by notice in writing to the Buyer, either to cancel this contract or any order made by the Buyer pursuant to this contract or to extend the time or times of delivery as a result.

21. INTERPRETATION
This contract shall be governed by and construed in accordance with English law and shall be subject to the jurisdiction of the English courts.