The following documentation presents the clear terms and conditions the MMS Wholesale LTD website and company has in place for users, customers, buyers and general public.
Definitions and Interpretation
In this Terms and Conditions contract, the following terms shall have the following meanings:
Affiliate has the meaning given to the term “associate” in Section 435 of the Insolvency Act 1986; and
Buyer the customer of Seller or who place an order.
This Contract together with these Terms with any further applicable terms that the parties agree in writing, plus:
(a) The relevant Order Acknowledgement (if any); or
(b) (if no Order Acknowledgement) the terms of the relevant Order;
Liability has the meaning given to it in Clause 6.4;
Order Buyer’s request to Seller for the provision of particular Products;
Order Acknowledgement the written communication dispatched by Seller to Buyer containing the particular details of any supply of particular Products;
Products Seller's products provided or to be provided by Seller to Buyer pursuant to this Contract;
The terms of this Contract apply to the exclusion of any terms and conditions submitted, proposed or stipulated by Buyer. Buyer’s delivery instruction or acceptance of delivery or collection of the Products constitutes Buyer’s unqualified acceptance of these Terms
This Contract operates to the entire exclusion of any other agreement, understanding or arrangement of any kind between the parties preceding this Contract and, in any way, relating to the subject matter of this Contract and to the exclusion of any representations not expressly stated herein except for any fraudulent misrepresentations or any misrepresentation as to a fundamental matter. Neither party has entered into this Contract based on any representation not expressly incorporated herein.
This Contract constitutes the whole agreement and understanding of the parties as to the subject matter hereof and no provisions, terms, conditions or obligations, whether oral or written apply, express or implied, other than those contained or referred to herein.
This Contract shall be legally formed and the parties shall be legally bound when Seller dispatches its Order Acknowledgement to Buyer confirming the terms on which the parties have agreed to proceed, or (if no Order Acknowledgement) when Seller confirms the Products agreed in the Order are ready for delivery or such other acceptance of Order (such as oral or email) as the parties agree.
The quantity, description, price and delivery details of the Products are as stated in the Order Acknowledgement or, if no Order Acknowledgement, as otherwise agreed by Seller.
This Contract shall not change unless both parties agree in writing.
We ship inside the UK & Ireland. Other countries only on special request.
Seller shall use its reasonable endeavors to deliver within any timescales set out in this Contract, but time for delivery shall not be of the essence. Any timeframe for delivery in another contract shall be no indication of the timeframe for delivery in this Contract.
Partial delivery or performance shall be permitted. Seller may supply the Products in instalments. Seller may invoice Buyer for each instalment.
Unless the parties otherwise agree, delivery shall be at Seller’s premises or other place stipulated in the Order Acknowledgement (or if no place stipulated, then Seller's normal UK location for dispatch of the Products). If there is any conflict between the provisions of Incoterms 2000 and this Contract, this Contract shall prevail.
Delivery times are not binding. Binding delivery times require our written confirmation. Shipping is made according to the Shipping Conditions valid at the time of your order. For Security, Delivery will only be made to the address attached to the credit card. We do not deliver to alternate addresses unless this has been pre-arranged with a member of our staff.
Exact shipping cost is not included in your online order but is added after your goods have been collected and weighed and deducted from your payment method.
The Customer is responsible for ensuring that they provide the Company with full and accurate delivery details. The Company will not be liable for any mis-delivery arising out of incorrect information provided.
The Customer must be available to sign for and unload the delivery. Deliveries must be signed for by someone aged 18 or over.
In the event of a failure to accept any delivery by the Customer, otherwise than by reason of the Company’s fault or by reason of Force Majeure, the Price and any Additional Charges shall immediately become due for invoice in accordance with our delivery information and the Company shall be entitled to store the Goods until actual delivery and charge the Customer for the reasonable costs of storage (including insurance), the Goods being held at the Customer’s risk.
The evidence that the order has been delivered to Buyers is dispatching parcels to Delivery Company or Courier Service. Any request for proof of delivery must be received by us within 2 (two) months from the Invoice date, otherwise we will deem that you have acknowledged receipt of delivery.
Carriage of Liquids
Unfortunately, we cannot accept claims against damaged liquid products unless you have asked for your goods to be send on a pallet delivery. This is due to the fragile nature of the liquids and the majority of couriers not offering compensation on damages to them. Therefore, if you would like pallet delivery of liquids please view our pallet rates guide for the price of a pallet delivery to your postcode and if acceptable add to the notes during checkout 'Pallet Delivery'. If you have not asked for a pallet delivery and your goods are damaged in transit, we regret that you will not be able to claim against these damages.
Conclusion of Contract and Prices
By clicking the "confirm order" button in the checkout area of the online shop you submit your binding offer to conclude a contract of sale of the products in your shopping cart. Following the submission of your order you will receive a confirmation by email to confirm the receipt of your order. This e-mail is not an acceptance of the contract. The contract is concluded by delivering the articles. All our offers are not-binding. All prices are net prices, value added tax and carriage costs are added in final invoicing.
Cancellation rights & Right to return goods
If for any reason you like to cancel your order, it is your right and this occasion would be in 2 cases:
You have the right to return ordered goods within 14 days after receipt. Returned items should be new and unused, with all labels and tags intact and in their original packaging, they should include a valid purchase invoice, when received abiding by all of this we will gladly offer you either an exchange or refund. If you return the goods within the 14-day term, this will be considered as admissible revocation of the purchase contract. To meet the 14-day term it is sufficient to return the goods in time with a return form (which can be obtained by contacting MMS WHOLESALE) to: MMS WHOLESALE LTD, 44 Harford Street, Hockley, Birmingham, United Kingdom, B19 3EB. It is not necessary to give any reason for the return. Payments already made will be reimbursed to you after receipt of the returned goods. Goods manufactured to your specifications and clearly tailored for individual needs are excluded from the right of return. In case goods are culpably destroyed, damaged or depreciated in value through use by you or a person attributed to you, you have to make compensation for the goods value or for its depreciation in value. We will not accept returned goods without a valid returns form and number which will need to be obtained from us prior to any return. All goods being returned may be subject to an admin and restocking charge of 20% or £5.00 (whichever is greater) of value of goods returned. We will usually refund any money to the card used to pay for your purchase or the same account of person that we received order.
If a promotional discount applied to your Order originally, then the same discount will be applied to each Product of your Order that you return. This means that you will only be refunded the amount that you originally paid for your Order or any given Product. Further, any free promotional gift given with an Order must also be returned if you are returning the Product(s) to which the gift related. Refunds will exclude shipping and handling fees. If you are returning the Product(s) which use free shipping (in any case), the shipping fee will deduct from returning amount.
Unfortunately, we will not be able to offer refunds or exchanges on certain products, unless the products are faulty or broken these include:
* Consumables and perishable products, including; Bottled water, foods that deteriorate or expire.
* Products included in health and hygiene, including; Deodorant & fragrances, Air fresheners, underwear, unsealed food and drink.
* Any unsealed or opened electrical accessories, including; Batteries, Cable and charger cables.
* Any item which mentions that is non-refundable other on our website or documents.
Warranty and Liability
The warranty is subject to the legal regulations of the UK. If the object of sale has a defect, we can remedy the defect or replace the object. In the event that the remedial measures or the replacement delivery fail, you shall be entitled to rescind the contract or to demand a price reduction.
Unless expressly provided in these Terms, all warranties conditions or other terms implied by statute or common law is excluded to the fullest extent permitted by law. The Company makes no warranty as the fitness of the Goods for any particular purpose even if that purpose is stated in the Customer’s Order. The Customer must satisfy themselves as to the fitness of the Goods for the purpose for which they are intended.
Where any valid claim in respect of the Goods is made by the Customer the Company shall be entitled to replace or repair the Goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Customer the Price of the Goods (or a proportionate part of the Price), the Company shall have no further liability to the Customer.
Seller does not exclude or limit its Liability for:
Supply of a defective Product, to the extent that it is not possible to exclude or limit its Liability under Part I of the Consumer Protection Act 1987; or any other Liability which cannot be excluded or limited by applicable law.
Subject to the above Clause, Seller shall not have any Liability in respect of any (a) indirect or consequential losses, damages, costs or expenses; (b) loss of actual or anticipated profits; (c) loss of contracts; (d) loss of use of money; (e) loss of anticipated savings; (f) loss of revenue; (g) loss of goodwill; (h) loss of reputation; (i) loss of business; (j) loss of operation time; (k) loss of opportunity; or (l) loss of, damage to or corruption of, data; whether or not such losses were reasonably foreseeable or Seller or its representatives had been advised of the possibility of the losses being incurred. For the avoidance of doubt, (b) to (l) apply whether the losses are direct, indirect, consequential or otherwise.
Seller shall not have any Liability for loss of or obvious damage to Products in transit or on delivery to the point of delivery unless Buyer informs the carrier immediately and Seller within 5 days, and in any event notifies Seller in writing within 7 days: * after the expected date of delivery or receipt that it has not received the Products; or * after receipt that the Products are damaged
No warranty conditions or other terms as to quality, quantity or fitness for any purpose of the goods delivered under this contract with the Company is given or accepted. In any event the liability of the Company shall not exceed the total contract price.
Reservation of title
Any goods delivered or collected shall remain our property until they have been paid for in full.
Notwithstanding delivery, title to and ownership of the Products shall not pass to Buyer until Payment. Payment is when:
Seller has received in full (in cleared funds) all sums due to it in respect of the Products;
Seller has received in full (in cleared funds) all other sums which are or which become due to Seller from Buyer on any account; and
Seller and Seller’s Affiliates have received in full (in cleared funds) all other sums which are or which become due to Seller and Seller’s Affiliates from Buyer and Buyer’s Affiliates on any account.
Until Payment, Buyer shall:
Hold the Products on a fiduciary basis as Seller's bailee;
Hold the Products in good, saleable condition;
Keep the Products fully insured with a reputable insurance company for the full price against all risks of loss or damage from the time when risk passes to Buyer until property passes. On request, Buyer shall produce the policy of insurance to Seller. If the Products are lost, damaged or destroyed, Buyer shall hold the proceeds of insurance for and to the order of Seller pending Payment;
Keep an up-to-date list of the location of Seller’s property and present this to Seller upon request; and
Store the Products separately from other goods or in any way so that they remain readily identifiable as Seller’s property.
Buyer may resell the Products before Payment solely on the following conditions:
Any sale shall be affected in the ordinary course of Buyer's business at full market value; any sale shall be a sale of Seller's property on Buyer's own behalf and Buyer shall deal as principal when making the sale;
Buyer shall keep the proceeds of sale separate from any money or property of Buyer or third parties; and
Buyer shall still be responsible for paying to the full value of the Payment.
Seller may at any time until title passes under this Clause 4 without notice recover possession of the Products which are the property of Seller. Seller may also require Buyer at Buyer’s cost, within three days of Seller’s request, to deliver up to Seller or make available to Seller for collection from a single accessible collection point as Seller requires all Products which are the property of Seller. Buyer hereby grants to Seller for Seller and its agents, staff, officers, employees and contractors an irrevocable license to enter for the purpose of recovering possession of the Products any premises then occupied by or in the ownership or possession of Buyer or Buyer’s customer. Buyer shall indemnify Seller against all claims, losses, damages, liabilities, costs and expenses so arising in exercising its rights under this Clause.
Seller may recover payment for the Products notwithstanding that ownership of any Products has not passed from Seller.
On termination of this Contract, howsoever arising, Seller's rights contained in this Clause 4 shall remain in effect.
MMS Wholesale Ltd, make no representations about the suitability of the content, material or information contained in the pages, documents, downloads and graphics published on the web sites ("Content") for any purpose. All Content is provided on an "as is" basis without warranty of any kind. MMS Wholesale Ltd hereby disclaims all warranties and conditions with regard to the Content, including all implied warranties and conditions of satisfactory quality, fitness for a particular purpose, title and non-infringement. While we attempt to ensure that the Content is accurate, we cannot guarantee that it will always be fault-free. The Content could include technical inaccuracies, typographical or photographic errors (all images are used for display purposes only). We endeavor to correct errors and omissions as quickly as practicable. We do not accept liability for any such errors and omissions. Changes are regularly made to the Content. MMS Wholesale Ltd may make improvements and/or changes to the Services and/or the Content at any time without notice. Other than in accordance with these terms and conditions or with the prior written consent of MMS Wholesale Ltd, you may not modify, copy, distribute, transmit, reverse engineer, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Content.
We will sometimes have to pass on charges that are charged to, or cost us an expense due to your order. This is a rarity but may include:
Bank/Card Processing charges
Returned/Declined/Refused Cheques: £15.00
Chargebacks (card transactions): £15.00
No-one to receive parcels returned: £15.00
Order cancelled after dispatch parcels returned: £15.00
Pallet Re-Delivery (no one to receive or refused): up to £75.00 depending on location
Pallet Delivery Returned: up to £75.00 depending on location
Restocking Warehouse Charges
Restocking (order cancelled after collection): £10.00 or 20% (whichever is greater)
Restocking (returned parcels): £10.00 or 20% (whichever is greater)
All Information that is needed for processing your order is transmitted through a secure connection using 128 Bit SSL encryption. The personal data provided by you at the beginning of, or during the course of business dealings shall be processed and, in particular, stored in compliance with the provisions of the UK Data Protection Act. You are entitled to have your personal data deleted or corrected at any time. Please contact [email protected] or send us your request in writing by mail. Personal data shall not be passed on to third parties. Excluded are our service partners, which need the transmission of data for the handling of your order. (e.g. parcel-service or bank). In these cases, however the passing of data is limited to the necessary minimum.
In the event that one or several of these terms of business are invalid wholly or in part, this shall not affect the validity of the remaining provisions. Invalid terms are replaced by the regulations provided by law. By placing an order, you declare to agree with our trading conditions. Deviating conditions require our written agreement.
Risk and Title of Goods
Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery to the address provided by the Customer to the Company when the order is placed, or some other such address as may be agreed between the parties from time to time.
Title of the Goods shall not pass to the Customer until the Company has received in full in cleared funds all sums due to it in respect of the Goods and all other sums which are or which become due to the Company from the Customer on any account.
Until such time as the title in the Goods passes to the Customer if Goods are destroyed by an insured risk prior to the same being paid for by the Customer, the Customer shall receive the proceeds of any such insurance as trustee for the Company.
Risk of loss passes to the customer
All risk in the Products shall pass to Buyer upon delivery (or collection), provided that where delivery or collection is delayed due to Buyer’s fault risk shall pass at the date when delivery or collection would have occurred but for Buyer’s delay.
If delivery is delayed through Buyer's fault or unreasonable delay in taking delivery, then (subject to Clause 6) Seller shall not have any Liability as a result and Seller may (without prejudice to any other right or remedy available to it) do all or any of the following:
* Sell the Products for Seller's account; * cancel this Contract as regards any Products that remain to be delivered or performed; * charge a reasonable storage fee for the Products; and * require Buyer to indemnify Seller for any and all resulting losses, liabilities, costs, charges and expenses. Where Products are intended for outside the UK, Buyer shall be responsible for complying with all applicable laws, regulations and codes of practice governing importation and use of the Products in the country of destination and for paying any duties or levies.
This Contract with immediate effect by giving notice to the other party if:
(i) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified to make such payment;
(ii) the other party commits a material breach of any other term of this agreement and fails to remedy that breach within a period of 14 days after being notified to do so;
(iii) the other party 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 IA 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 IA 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(iv) the other party 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 any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(v) 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 that other party (being a company); or
(vi) 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 other party (being a company).
The termination of this Contract howsoever arising is without prejudice to the rights, duties and liabilities of either party accrued due prior to termination. The provisions in this Contract which expressly or impliedly have effect after termination shall continue to be enforceable.
If the Company is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (Recall Notice) it shall immediately notify the Customer in writing enclosing a copy of the Recall Notice. If required the Customer agrees to undertake a product recall or withdrawal in accordance with the Company's instructions as to the process of implementing the withdrawal.
While every care has been taken to ensure that all product details including descriptions, sizes, quantities, images and other related information appearing on the online store and within our documentation and specifications are correct at the time when the relevant information was entered onto the system. Although we aim to keep the store as up to date as possible, the information of products appearing on this website at a particular time may not always reflect the data exactly at the moment you place an order, therefore when you receive goods, you should always read the products label and not rely solely on the information provided on the website or any documentation provided, it is also your responsibility to check the quantity & quality of your order and notify us in writing within 2 working days (from the date of receiving goods) if there are any discrepancies between the order and item(s) received (including between the product's descriptions or specifications shown on the online store and on the goods packaging. Although product information is regularly updated, MMS Wholesale Ltd is unable to accept liability for any incorrect information. This does not affect your statutory rights. In the event of a discrepancy or error you have the right to return your order or may notify us if you are happy to keep them. If you would like to return all or part of your order, you need to coordinate it with us through our return’s procedure. If you would like to keep your order after this period, this will imply the goods are satisfactory and suitable for your requirements, that you accept any discrepancies and you will waive any future right to claim for any refunds, penalties or fines. (Note: While every care has been taken to ensure product information is correct, food products are constantly being reformulated, so ingredients, nutrition content, dietary and allergens may change. You should always read the product label and not rely solely on the information provided on the website. Although product information is regularly updated, MMS Wholesale Ltd is unable to accept liability for any incorrect information. This does not affect your statutory rights. This information is supplied for personal use only, and may not be reproduced in any way without the prior consent of MMS Wholesale Ltd nor without due acknowledgement.)
It is an offence to sell knives and sharp similar objects with points to anyone under the age of 18 years.
It is criminal offence to sell intoxicating substances, including lighter refill fuel, cigarette papers and any smoking affiliated paraphernalia to anyone under age of 18 years.
It is criminal offence to sell solvent-based products i.e. aerosol paints to anyone under the age of 16 years.
It is criminal offense to sell liquor chocolates to anyone under the age of 16 years.
It is criminal offence to sell products containing explosives; this includes caps, throw downs, matches, party poppers and crackers to anyone under 16 years.
Seller shall not have any Liability for any breach, hindrance or delay in performing this Contract attributable to any cause beyond its reasonable control including any act of God, actions or omissions of third parties (including hackers, suppliers, couriers, governments, quasi-governmental, supra-national or local authorities), insurrection, riot, civil war, civil commotion, war, hostilities, threat of war, warlike operations, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, national emergencies, terrorism, nuclear, chemical or biological contamination or sonic boom, piracy, arrests, restraints or detainments of any competent authority, blockade, strikes or combinations or lock-out of workmen, epidemic, fire, explosion, storm, flood, drought, adverse weather conditions, loss at sea, earthquake, natural disaster, accident, collapse of building structures, failure of plant machinery or machinery or third party computers or third party hardware or vehicles, failure or problems with public utility supplies (including general: electrical, telecoms, water, gas, postal, courier, communications or Internet disruption or failure), shortage of or delay in or inability to obtain supplies, stocks, storage, materials, equipment or transportation ( Event of Force Majeure ), regardless of whether the circumstances in question could have been foreseen.
Each party agrees to inform the other upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
Each party's obligations shall be suspended during the period that the circumstances persist and such party shall be granted an extension of time for performance equal to the period of the delay.
If the Event of Force Majeure continues without a break for more than two months, either party may terminate this Contract immediately by notice to the other, in which event neither party shall have any Liability by reason of such termination.
Notices Any notice required or authorized to be given under this Contract shall be in writing and may be served by personal delivery or by recorded delivery letter (if to an address in the same country) or by overnight courier or by facsimile addressed to the relevant party at its address stated in this Contractor at such other address or facsimile number as is notified by the relevant party to the other for this purpose from time to time or at the address or facsimile number of the relevant party last known to the other.
General If any Clause or sub-Clause shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way affect any other Clause or sub-Clause, which shall remain in full force and effect.
This Contract (and any non-contractual right or obligation arising out of or in relation to it) shall be governed by and construed in accordance with English law and Buyer hereby submits to the jurisdiction of the English courts.
By placing an order with us, you confirm that you are doing so in the course of business and have authority to bind any business on whose behalf you place an order.
By placing an order with us, you confirm you agree to our terms and conditions of business as listed above which are subject to change.