TERMS AND CONDITIONS OF SALE & WEBSITE USE

Sensory Solution Wholesale Ltd
Last updated: 30 September 2026

1. ABOUT THESE TERMS

These Terms and Conditions (“Terms”) govern access to and use of this website and the purchase of goods from Sensory Solution Wholesale Ltd, a company registered in England and Wales under company number 16269622 (“we”, “us”, “our”).

Our website is primarily a business-to-business wholesale platform. Unless expressly agreed otherwise in writing, products are supplied to customers purchasing wholly or mainly for the purposes of their trade, business, craft or profession (“Customer”, “you”, “your”).

By applying for a trade account, accessing trade pricing or placing an order, you confirm that you are acting in the course of business, have authority to bind the relevant business and agree to these Terms.

These Terms should be read alongside our Privacy Policy, Delivery Policy, Refund & Returns Policy and Pre-Order Policy.

Nothing in these Terms excludes or restricts any right or liability which cannot lawfully be excluded or restricted.

2. TRADE ACCOUNTS

We reserve the right to approve, reject, suspend, restrict or close a trade account where reasonably necessary for legitimate business, security, credit, fraud-prevention or contractual reasons.

Providing access to a trade account does not oblige us to accept any particular order.

You must provide complete, accurate and current information and notify us of material changes to your business or contact information.

You are responsible for maintaining the security of your login credentials and for activity undertaken through your account by persons you have authorised.

You must notify us promptly if you reasonably believe your account has been compromised or accessed without authority.

Trade accounts and trade pricing are personal to the approved business and must not be transferred or shared with another business without our written consent.

3. PLACING ORDERS

Submitting an order constitutes an offer by you to purchase the goods in accordance with these Terms.

An automated order acknowledgement, payment authorisation or other automated communication does not necessarily constitute our acceptance of your order.

A contract is formed when we expressly accept the order or dispatch the goods, whichever occurs first, unless we expressly state otherwise.

Before acceptance, we may decline or cancel an order where reasonably necessary, including because of:

• insufficient stock;
• incorrect product information;
• an obvious pricing or system error;
• payment failure;
• suspected fraud or unauthorised payment;
• trade-account eligibility;
• delivery restrictions;
• legal or regulatory requirements; or
• circumstances preventing us from reasonably fulfilling the order.

If we decline an order after taking payment, we will refund amounts paid for goods we will not supply.

4. PRICES AND VAT

Unless expressly stated otherwise, wholesale prices displayed on our website are exclusive of VAT.

VAT will be charged at the applicable rate where required.

Prices may change without notice, but a general price change will not ordinarily alter the price of an order we have already accepted.

Delivery, pallet, customs, import and other applicable charges are additional unless expressly included.

5. PRICING AND WEBSITE ERRORS

We take reasonable care to ensure prices, descriptions and other information are accurate. However, administrative, technical or typographical errors may occur.

Where a price is obviously incorrect and could reasonably have been recognised as an error, we reserve the right to correct it before accepting the order.

If an error is identified after payment but before acceptance, we may contact you with the correct information and allow you to proceed or cancel the affected item.

We will not knowingly rely on this provision simply to avoid an otherwise valid order because a product has subsequently increased in price.

6. PAYMENT

Payment must be made in full before dispatch unless we have expressly approved credit terms in writing.

Where credit facilities are provided, invoices must be paid by the agreed due date.

We may withdraw, reduce or suspend credit facilities where reasonably justified by payment history, credit risk or other legitimate commercial considerations.

The Customer may not withhold payment of an undisputed amount merely because another amount is disputed.

7. LATE PAYMENT

Where an amount becomes overdue under a qualifying commercial transaction, we reserve our rights under the Late Payment of Commercial Debts (Interest) Act 1998, including any applicable statutory interest and compensation/recovery rights. The Act provides for statutory interest on qualifying commercial debts. Legislation.gov.uk

We may also suspend further deliveries or credit facilities while overdue undisputed amounts remain unpaid, provided doing so is consistent with the applicable contract and law.

8. PRODUCTS

We take reasonable care to describe and display products accurately.

However, photographs are generally illustrative. Colour, packaging and appearance may differ slightly because of manufacturing changes, batches, suppliers, photography and display settings.

Manufacturers may change packaging or minor specifications without notice.

Any substitution that materially changes the nature or essential characteristics of the product will not be treated as an equivalent product without appropriate agreement.

Goods sold in the course of business are subject to applicable statutory terms, including the Sale of Goods Act 1979 provisions concerning satisfactory quality. Legislation.gov.uk

9. STOCK AVAILABILITY

All products are subject to availability.

Displaying stock on our website does not guarantee that the quantity shown will remain available when the order is processed.

Where insufficient stock is available, we may, as appropriate:

• supply the available quantity;
• contact you regarding a suitable alternative;
• place goods on back order where agreed;
• delay dispatch with your agreement; or
• cancel and refund or credit the unavailable goods as appropriate.

10. PRE-ORDERS

Products described as Pre-Order, Due In, Coming Soon, Expected or similar are not available for immediate dispatch.

All dates relating to pre-order stock are estimates unless we expressly guarantee a date in writing.

Once accepted, B2B pre-orders cannot ordinarily be cancelled simply because the Customer changes their mind.

Where we agree to a discretionary cancellation, we may issue account credit in accordance with our Pre-Order Policy.

Nothing in this section permits us to retain payment where the Customer is legally entitled to repayment.

11. DELIVERY

Delivery dates and times are estimates unless we expressly agree a guaranteed delivery date or service in writing.

We are not responsible for delay resulting from circumstances outside our reasonable control, subject to applicable law.

Customers must provide a complete and accurate delivery address and ensure reasonable arrangements are in place to receive the goods.

Where a delivery fails because of an incorrect address, refusal, absence or another matter attributable to the Customer, reasonable additional carrier charges may be charged to the Customer.

12. RISK

Risk of loss or damage will pass to the Customer in accordance with the agreed delivery arrangements and applicable law.

Where we arrange carriage to the Customer's premises as part of our contractual delivery obligation, our separate Delivery Policy and the agreed delivery terms will determine when risk transfers.

The generic wording in your existing terms currently says risk passes immediately upon transfer to the carrier. Pasted text I would not leave that wording unchanged without making sure it matches your actual carrier and delivery arrangements.

13. RETENTION OF TITLE

Legal ownership of goods supplied by us will remain with Sensory Solution Wholesale Ltd until we have received payment in full in cleared funds for those goods.

Until ownership passes, the Customer must, so far as reasonably practicable:

• keep unpaid goods identifiable as our property;
• keep them in satisfactory condition;
• not pledge or grant security over them; and
• notify us promptly of insolvency-related circumstances materially affecting those goods.

Any right to recover goods following non-payment will be exercised only to the extent permitted by law and subject to any third-party rights.

This clause should be reviewed by a solicitor if you want a more extensive all-monies retention-of-title clause covering proceeds of resale, mixed goods or insolvency scenarios.

14. RETURNS

Correctly supplied goods are not automatically returnable merely because a business Customer changes their mind, orders incorrectly or no longer requires them.

Any discretionary return must be authorised by us and will be governed by our Refund & Returns Policy.

Approved discretionary returns may be subject to a restocking charge of up to 25% and may be credited to the Customer's account rather than refunded in cash.

These provisions do not restrict remedies which cannot lawfully be excluded for faulty, misdescribed or otherwise non-conforming goods.

15. FAULTS, DAMAGE AND SHORTAGES

Customers should inspect deliveries as soon as reasonably practicable.

Any apparent damage, shortage or incorrect item should be reported promptly to info@sensorysw.co.uk.

We may reasonably request photographs, video, packaging, delivery labels or return of the goods to investigate a claim.

Failure to notify us promptly may affect our ability to investigate a carrier or shortage claim, but does not automatically remove a right or remedy where doing so would be unlawful or unreasonable.

16. CUSTOMER RESALE

Subject to any product-specific restrictions, approved trade customers may purchase products for legitimate commercial resale.

Customers are responsible for ensuring that their own advertising, listings, pricing, claims, onward sales and dealings with their customers comply with applicable law.

Unless expressly authorised, a Customer must not represent itself as our agent, franchisee, employee or authorised representative.

17. MARKETPLACES

Unless we expressly impose a restriction in writing before the relevant purchase, Customers may resell products through their legitimate sales channels.

The Customer remains responsible for compliance with the rules of platforms such as Amazon, eBay, TikTok Shop and other marketplaces.

We do not guarantee that any particular product will be accepted, listed or remain permitted by a third-party marketplace.

18. INTELLECTUAL PROPERTY

Our website, original written content, branding, graphics, photographs and other material owned by us are protected by applicable intellectual-property laws.

Customers must not reproduce or commercially exploit our proprietary material without permission, except where we have expressly provided product images or materials for authorised resale purposes.

Third-party trademarks and intellectual property remain the property of their respective owners.

Your existing terms currently restrict the site to “personal, non-commercial use,” which again does not fit a wholesale platform whose customers need legitimate product information for commercial resale. Pasted text

19. PRODUCT IMAGES AND MARKETING MATERIAL

Where we expressly provide images or marketing material for resale purposes, we grant the Customer a limited, non-exclusive, revocable permission to use those materials solely to advertise genuine products purchased from us.

Customers must not use our corporate branding in a way that suggests they are Sensory Solution Wholesale Ltd or are officially affiliated with us beyond being a customer/reseller.

20. WEBSITE USE

You must not knowingly:

• introduce malicious software;
• attempt unauthorised access;
• interfere with website security;
• fraudulently access another trade account;
• systematically scrape commercially valuable website content without permission;
• use automated systems in a manner that materially disrupts the website; or
• use our website for unlawful or fraudulent purposes.

We may take reasonable technical measures to protect our website and systems.

21. THIRD-PARTY SERVICES AND SHOPIFY

Our online store is hosted using Shopify technology.

Any contract for goods purchased directly from our store is between the Customer and Sensory Solution Wholesale Ltd, not Shopify.

Third-party payment processors, carriers and other service providers may also operate under their own applicable terms and privacy arrangements.

22. LIMITATION OF LIABILITY

Nothing in these Terms excludes or limits liability where exclusion or limitation is prohibited by law, including liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any other liability that cannot lawfully be excluded.

Subject to the above and to the extent permitted by law, we will not be liable for indirect or consequential loss, loss of anticipated profit, loss of business opportunity or loss resulting from commitments the Customer independently makes to its own customers based solely upon an estimated delivery or pre-order date.

Any limitation of liability in standard B2B terms needs to be drafted with the Unfair Contract Terms Act 1977 reasonableness requirements in mind. The Sale of Goods Act itself expressly makes exclusion of relevant implied terms subject to UCTA. Legislation.gov.uk

For that reason, I would not use the sweeping US-style exclusion currently in your Shopify terms, which attempts to disclaim essentially all direct and indirect liability. Pasted text

23. FORCE MAJEURE

We will not be responsible for failure or delay in performing contractual obligations to the extent caused by circumstances outside our reasonable control.

These may include serious carrier disruption, port or customs disruption, industrial action, fire, flood, severe weather, war, civil disturbance, government restrictions, epidemic or pandemic effects, failure of essential infrastructure or significant supplier/manufacturing disruption outside our reasonable control.

We will use reasonable efforts to mitigate the effects where practicable.

If such circumstances prevent performance for a prolonged period, either party's rights to terminate an affected order will be determined by the contract and applicable law.

24. SUSPENSION AND TERMINATION

We may suspend or terminate a trade account where reasonably justified, including for:

• material breach of these Terms;
• overdue undisputed payments;
• fraud or suspected fraud;
• misuse of the website or account;
• abusive or threatening conduct towards staff;
• security concerns; or
• insolvency or material credit-risk concerns.

Termination of an account does not extinguish payment obligations or rights arising before termination.

25. INDEMNITY

To the extent permitted by law, a business Customer will be responsible for losses, liabilities, claims and reasonable costs suffered by us as a direct result of the Customer's material breach of these Terms, unlawful resale activity, infringement of third-party rights caused by material supplied by the Customer, or fraudulent or unlawful use of our Services.

This obligation does not apply to the extent that the loss was caused by our own breach, negligence or unlawful conduct.

26. DATA PROTECTION

Personal information will be processed in accordance with our Privacy Policy and applicable data-protection law.

Where Shopify or another service provider processes information in connection with our website, additional privacy information may apply.

27. CHANGES TO THESE TERMS

We may amend these Terms from time to time.

The Terms applicable to an individual order will ordinarily be those in force when that order is accepted.

A later website amendment will not retrospectively change an existing contract unless the parties agree or the existing contract permits the change in accordance with applicable law.

28. SEVERABILITY

If a provision of these Terms is found to be unlawful or unenforceable, it will be treated as modified to the minimum extent necessary to make it enforceable where legally possible, or otherwise severed.

The remaining provisions will continue in effect.

29. NO WAIVER

A delay or failure by either party to exercise a contractual right does not automatically constitute a waiver of that right.

30. ASSIGNMENT

The Customer may not assign or transfer its contractual rights or obligations without our prior written consent, such consent not to be unreasonably withheld where applicable.

We may assign our rights or obligations as part of a legitimate business transfer, restructuring or transfer to an affiliated undertaking, subject to applicable law.

31. THIRD-PARTY RIGHTS

Unless expressly stated otherwise, a person who is not a party to the contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms.

32. ENTIRE AGREEMENT

These Terms, together with the order and policies expressly incorporated into it, constitute the agreement between us concerning the relevant transaction.

Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

33. GOVERNING LAW AND JURISDICTION

These Terms and contracts between us and business Customers are governed by the laws of England and Wales.

Subject to any mandatory rule or separately agreed dispute-resolution provision, the courts of England and Wales shall have exclusive jurisdiction over disputes arising from or relating to the contract.

This is another important correction: your existing Shopify wording refers generically to “federal and state or territorial courts,” which is unsuitable for an English company. Pasted text

34. CONTACT INFORMATION

Sensory Solution Wholesale Ltd
Company No. 16269622
VAT No. 509853563
EORI: GB509853563000

Unit D2, Rear of London House
Thames Road
Crayford, Kent
DA1 4SL
United Kingdom

Head Office: 01322 686929
Email: info@sensorysw.co.uk