For business purchases only. These terms apply to a sale only where supplied to the buyer before contracting and incorporated into that contract. A separately agreed written contract or specific written order term takes priority over a conflicting general provision here.
1. Seller and scope
The seller is SPA SALES LTD trading as SPA Wholesale, registered in England and Wales (company number 16275517), VAT number GB 522 5473 05. Our registered office is C/O Atria Accountants Ltd Imperial House, 79–81 Hornby Street, Bury, England, BL9 5BN. Contact: sales@spawholesale.co.uk.
The buyer purchases in the course of business. We may request business identification and relevant trade details. These terms are not intended for consumer sales. If a consumer sale is agreed separately, applicable consumer rights remain unaffected.
2. Quotations and acceptance
A quotation is an invitation to place an order unless expressly stated otherwise. Its validity period, availability and any minimum quantity or case size will be set out in writing. A contract is formed when we issue written acceptance of the order, or another acceptance method expressly agreed in writing. An enquiry, automated acknowledgement or receipt of a payment alone is not written order acceptance.
Before acceptance, please check the product references, specifications, quantities, condition, territorial restrictions, delivery details and quotation. Notify us of errors. We will not substitute a material specification or change an accepted price without agreement. If we cannot accept an order, any payment taken for it will be returned without undue delay.
3. Prices, VAT and payment
The agreed quotation or order confirmation sets out the price, VAT treatment, currency, delivery charges and any other agreed charges. Business prices are exclusive of VAT unless expressly stated otherwise. Applicable VAT will be shown on the invoice.
Payment is due before dispatch unless credit terms are expressly agreed in writing. Where credit is agreed, payment is due on the invoice date specified. We may suspend an undelivered order for overdue payment after giving reasonable notice. Any statutory interest or recovery costs will be claimed only where legally available and reasonable.
Always verify unexpected requests to change payment details through an independently established contact channel. This website never asks for card or banking details in the enquiry form.
4. Products and specifications
The description, condition, packaging, model, region, plug type, operating system and warranty arrangements applicable to a product are those agreed in writing. Images on this website are illustrative. Manufacturer names do not imply a direct relationship with that manufacturer. The availability or transferability of a manufacturer warranty must be checked for the specific goods and territory.
Goods must comply with the description and the quality, fitness and other obligations that apply under the contract and law. No clause here excludes statutory implied terms. A buyer should tell us before ordering about a particular purpose or a required compatibility or certification.
5. Delivery and collection
Delivery destination, charges, arrangements and estimated dates will be confirmed in writing. A date is an estimate unless expressly agreed to be binding. We will communicate material changes and agree reasonable next steps; this does not remove legal remedies for a breach. Part deliveries or changes of destination require agreement where they materially affect the order.
The buyer must provide accurate delivery information and reasonable access. Additional costs caused by an unsuccessful delivery may be charged only where reasonable and communicated. Collection is by prior arrangement from the location we confirm. The registered office is not a collection point.
Risk passes on delivery to the agreed destination or on agreed collection, unless a different written delivery term applies. Title passes once we receive full payment for the relevant goods. The buyer must take reasonable care of goods while title remains with us. Any resale arrangements before full payment must be agreed in writing.
6. Inspection, shortages and defects
Please inspect deliveries as soon as reasonably practicable. Tell us promptly about visible damage, shortages, wrong items or defects, with the invoice or order reference and supporting photographs where available. Record obvious transit damage with the carrier where practical. Delay may affect our ability to investigate carrier claims, but there is no automatic forfeiture of statutory or contractual rights because a short notification window was missed.
Do not send goods to our registered office or any other address without obtaining return instructions. We will investigate and provide the appropriate remedy under the contract and law. Manufacturer warranty support, where available, does not replace our own legal obligations.
7. Changes, cancellations and returns
Please request changes or cancellation in writing. Once accepted, an order can be cancelled by agreement or where a contractual or legal right applies. Any agreed cancellation charge must reflect reasonable, evidenced costs and be disclosed. Business buyers do not generally have the consumer distance-selling cooling-off right.
Change-of-mind returns are by written agreement. Any restocking fee, packaging requirements and return charges must be agreed before authorisation. Faulty, misdescribed or wrongly supplied goods are dealt with under the applicable contract and law, and are not treated as ordinary change-of-mind returns. See delivery and returns for practical instructions.
8. Compliance and onward resale
Each party remains responsible for its own applicable legal obligations. Buyers must comply with laws relevant to their onward sale, intended use and destination, including any agreed territorial restrictions. Product safety, electrical equipment, battery, packaging, waste and import/export obligations depend on the goods and each party’s role. Nothing here transfers away a legal duty that belongs to us.
Any export terms, customs responsibilities and Incoterms must be expressly agreed for the order. Do not assume international delivery, brand authorisation, warranty coverage or regulatory approval from the presence of a brand on this website.
9. Events outside reasonable control
If an event outside a party’s reasonable control prevents performance, that party must notify the other, take reasonable steps to reduce the impact and discuss revised arrangements. This does not excuse paying for goods already properly supplied. If the affected supply cannot proceed within a reasonable period, the parties will discuss ending the affected part and refunding sums for goods not supplied, without restricting rights arising under law.
10. Liability and disputes
Nothing excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, title obligations or any liability that cannot lawfully be excluded. These general terms do not impose a financial cap or exclude statutory rights. Any additional negotiated limitation must be lawful, reasonable and expressly agreed.
Raise complaints with sales@spawholesale.co.uk, including the order reference and desired resolution. We will investigate and respond. The contract is governed by the law of England and Wales and the courts of England and Wales have jurisdiction, subject to mandatory law or a different expressly agreed written jurisdiction term.
11. General
Changes to an accepted contract must be agreed in writing. If a provision is unenforceable, the remaining provisions continue where lawful. A failure to enforce a right immediately is not a waiver. A person who is not a party has no right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999, unless expressly agreed. Updated website terms do not retrospectively alter an accepted order.