Accolade Standard Terms & Conditions of Sale
Governing the Supply of Goods and Services by Office europe Limited on behalf of Accolade Office Supplies, 129-1 Lonmay Road, Glasgow G33 4EL.
These Terms and Conditions apply exclusively to all business-to-business (B2B) transactions, interactions, and trading agreements between Office europe Limited (Registered in Scotland, Company Number: SC433186), whose Registered Office is Radleigh House, 1 Golf Road, Clarkston, Glasgow G76 7HU (the "Company"), and any commercial customer (the "Buyer") purchasing workplace supplies or services.
By placing an order, creating a trading account, or utilising our digital procurement portals, the Buyer explicitly accepts these terms. Any varying terms proposed by the Buyer are expressly excluded unless agreed to in writing by a Director of the Company.
1. Contract Formation
- 1.1 Invitation to Treat: Advertisements, price lists, and digital catalogues displayed on our e-commerce platforms constitute an invitation to treat, not a binding legal offer.
- 1.2 Order Acceptance: A contract is formed only when the Company dispatches a formal, written Order Acknowledgement email or begins physical delivery of the goods.
- 1.3 Error Correction: The Company reserves the right to cancel or amend any order prior to delivery if structural pricing errors, inventory discrepancies, or typographical mistakes occur on our digital trading platforms.
2. Pricing and Payment
- 2.1 Net Pricing: All prices quoted are exclusive of Value Added Tax (VAT) and standard delivery charges, which will be calculated and applied at the point of invoicing.
- 2.2 Price Adjustments: The Company reserves the right to adjust prices at any time to reflect raw material fluctuations, wholesale supplier adjustments, or altered transport overheads.
- 2.3 Payment Terms: Approved corporate account holders must settle all invoices within 28 days from the date of the invoice, unless alternative credit terms are explicitly granted in writing. Other orders will be processed only on a payment-at-checkout basis.
- 2.4 Late Payment Interest: Statutory interest will be applied to overdue accounts under the Late Payment of Commercial Debts (Interest) Act 1998, calculated daily at 8% above the Bank of England base rate, alongside statutory compensation fees.
3. Delivery and Risk
- 3.1 Delivery Estimates: Stated delivery dates are realistic estimates only. Time of delivery is not of the essence of the contract, and the Company is not liable for operational losses caused by transit delays.
- 3.2 Risk Transfer: All physical risk of damage or loss transfers to the Buyer immediately upon offloading at the designated delivery address.
- 3.3 Inspection Window: The Buyer must inspect all deliveries upon arrival and report any visible shortages, damage, or order errors in writing within 3 business days. Failure to report within this window constitutes absolute acceptance of the delivery.
4. Retention of Title
- 4.1 Absolute Ownership: Legal and equitable ownership of all goods remains exclusively with Office Europe Limited until the Company receives cleared payment in full for those specific goods and all other outstanding historical invoices.
- 4.2 Storage and Identification: Until ownership transfers, the Buyer acts as a fiduciary bailee, must store the goods securely, insure them fully, and keep them clearly identifiable as the property of the Company.
- 4.3 Right of Entry: If the Buyer faces insolvency, administration, or default on payment, the Company holds an irrevocable licence to enter the Buyer’s premises without prior notice to repossess its goods.
5. Warranties and Liability
- 5.1 Supplier Warranties: The Company passes all structural manufacturer warranties directly to the Buyer. We do not provide additional independent warranties regarding a product's specific fitness for purpose unless explicitly documented.
- 5.2 Financial Liability Cap: The Company’s maximum aggregate liability for any breach, negligence, or indemnity arising from a transaction is strictly limited to the net price paid by the Buyer for that specific order.
- 5.3 Consequential Loss Exclusion: The Company is not liable to the Buyer for any indirect economic losses, loss of revenue, operational downtime, or consequential damages.
- 5.4 Statutory Exceptions: Nothing in these terms limits or excludes liability for fraud, fraudulent misrepresentation, or death and personal injury caused by the Company’s verified negligence.
6. Force Majeure
- 6.1 Operational Relief: The Company is not liable for failure to perform or delays in fulfilling its contractual obligations if prevented by circumstances beyond its reasonable control.
- 6.2 Covering Events: These events include, but are not limited to, acts of God, war, national labour strikes, global supply chain collapse, manufacturing shutdowns, sudden infrastructure failures, or government-mandated emergencies.
7. Data Protection
- 7.1 Data Compliance: Both parties shall comply with all applicable data protection laws, including the UK GDPR and the Data Protection Act 2018.
- 7.2 Information Processing: The Company processes corporate identity and transaction data strictly to execute orders, manage corporate accounts, and fulfil statutory tax reporting, in accordance with our formal Privacy & Cookie Policy.
8. Governing Law and Jurisdiction
- 8.1 Scots Law Supremacy: These Terms and Conditions, and any non-contractual disputes arising from them, are governed by and construed in absolute accordance with Scots Law.
- 8.2 Cross-Border Enforcement: While the contract is governed by Scots Law, the Company retains the explicit right to bring enforcement actions or debt recovery proceedings against the Buyer within the High Court of Justice in England and Wales if the Buyer’s operational base or assets reside outside Scotland.
9. Cancellations and Returns
- 9.1 Business-to-Business Exclusion: The Buyer acknowledges that transactions with the Company are strictly commercial business-to-business (B2B) contracts. Consequently, statutory consumer "cooling-off" periods, cancellation rights, and unconditional return privileges do not apply to any order placed under these Terms.
- 9.2 Standard Stock Items: Requests to return standard, unaltered, and unpersonalised catalogue stock must be submitted in writing within 14 calendar days of delivery. The Company retains absolute discretion to approve or reject standard stock return requests. Approved returns are subject to a 20% restocking and administrative fee, and the Buyer must return the goods unused, unaltered, and in their pristine original packaging at their own expense.
- 9.3 Absolute Exclusion on Custom-Printed Items: Orders for custom-printed, branded, bespoke, or personalised goods cannot be cancelled, modified, or returned under any circumstances once production has commenced or raw materials have been explicitly allocated. The Buyer assumes full financial liability for the complete contract value of all custom orders.
- 9.4 Absolute Exclusion on Special Bulk Orders: Goods acquired as part of a high-volume, discounted "Special Bulk Order", or items sourced explicitly from a third-party manufacturer to fulfil the Buyer's unique volume specification outside normal warehouse inventory allocations, are strictly non-returnable and non-refundable.