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Wholesale Terms and Conditions
In these terms and conditions the following expressions have the meanings next to them:
“Company” Urban Apothecary Limited, Grosvenor House, Uppingham Road, Houghton on the Hill, Leicestershire, LE7 9HG
“Conditions” Means the Terms and Conditions of sale set out in this document.
“Goods” Means the articles which the Purchaser agrees to buy from the Company.
“Parties” Means the Parties to these Conditions or any of them, as the context may require, including any successors or assigns of any party.
“Price” Means the price for the Goods.
“Pro Forma” Invoice which requires payment before Goods can be delivered to the Purchaser.
“Purchaser” Means the person who buys or agrees to buy the Goods from the Company.
Terms & Conditions
1.1 All orders for Goods shall be deemed as an offer by the Purchaser to purchase Goods Pursuant to these Conditions.
1.2 The Conditions constitute and contain the entire Agreement between the Parties and supersede any prior arrangements, whether oral or written.
1.3 Acceptance of delivery of the Goods will be deemed conclusive evidence of the Purchasers acceptance of these conditions.
1.4 These Conditions may not be varied except in writing by the Parties.
2. Supply of Goods
2.1 The Company reserves the right to refuse supply to a prospective Purchaser. The Company’s decision will be final and confirmed in writing by a Manager of the Company.
2.2 Supply of Goods to another retail outlet owned by the Purchaser is subject to approval by a Manager of the Company and a separate opening order and account being set-up.
2.3 Supply of Goods to an approved outlet specifically excludes any right whatsoever to sell or offer for sale the Goods through any mail order catalogue, web site or other channel of distribution whether or not such channel is owned or connected to the Purchaser.
2.4 Should the Company establish that goods are being sold through an un-approved retail outlet or any other unauthorized channel of distribution the Company reserves the right to terminate any Agreement for the sale of Goods to the Purchaser.
2.5 Supply of Goods will cease if the Purchasers business closes or is sold to another party. Should the new Purchaser wish to stock the Goods the new owners must re-apply to the Company to be approved as a stockist of the Goods.
3. Account Details
3.1 To open an account with the Company the Purchaser is required to read and accept these Terms and Conditions.
4. Opening Orders
4.1 The minimum opening order of £300 net of VAT is stipulated to give a good and proper representation of the brand.
5. Orders and Minimum Order Quantities
5.1 Orders can be placed using the online stockist portal.
6. The Price and Payment
6.1 The Price of Goods shall be the price listed in the Company’s Wholesale Price List, current at the date of the acceptance of the order.
6.2 The price is exclusive of VAT which the Purchaser shall be additionally liable to pay to the Company at the rate subsisting on the date of the Company’s invoice.
6.3 All orders are released for shipment after receipt of full payment online.
7. The Goods
7.1 All orders are accepted subject to the availability of Goods. The Company shall not be liable for any loss or damage whatsoever due to the failure by the Company to deliver some of the Goods or any of them promptly or at all. Opening Orders on Proforma Basis will only be shipped once all items are available.
7.2 The quantity and description of the Goods delivered to the Purchaser shall be set out in the Company’s Packing List.
7.3 Any discrepancies between the Packing List and the Goods received or any damages to the Goods must be notified via email to the Order Department within 48 hours of receipt of a delivery.
8. Delivery of Goods
8.1 Goods will be delivered approximately 5-10 working days after the order has been received.
8.2 The Company does not offer a back ordering system.
8.3 Goods above £300 net of VAT are carriage paid. All orders for Goods below this amount will incur a £25.00 charge. Should the Purchaser require Goods to be delivered within 48 hours an additional charge will apply, the amount can be confirmed by the Company’s Order Department on receipt of the order.
9. Return of Goods
9.1 No Goods delivered to the Purchaser which are in accordance with the Agreement will be accepted for return without the prior written approval of the Company.
9.2 If the Company agrees to accept any Goods for return, such Goods must be returned by the Purchaser carriage paid to the Company’s warehouse in their original carton and in their original condition.
9.3 Goods that are damaged in transit need to be reported by the Purchaser to the Company’s Order Department via email within 48 hours to receive a credit note.
9.4 Goods damaged in transit that have been reported by the Purchaser will be collected by a courier for the Company. Damaged goods must be kept for the Company’s collection or disposal instructions and may not be destroyed without the Company’s written approval.
10.1 Testers required may be purchased from the company at a subsidised price as shown on the website.
11. Title and Risk
11.1 The Goods shall be at the Purchasers risk as from Delivery.
12. Termination by the Company for Default
12.1 The Company may give the Purchaser written notice to terminate any or all Agreements for the sale of Goods to the Purchaser, under these conditions:
12.1.1 Makes default in payment of any sum due to the Company under the Conditions or commits any other breach of these conditions.
12.1.2 Makes default under any other financial obligation to any person.
12.1.3 Commits an act of bankruptcy or makes any composition or arrangement with its creditors or a receiving order is made against the Purchaser
12.1.4 If the Purchaser ceases to carry on in business.
12.2 Upon termination in accordance with Clause 12.1 the Purchaser shall within 14 days of the Company’s written notice and at the Purchasers own expense return the Goods that have not been paid for or if some or all of the Goods have ceased to exist or been re-sold then the Purchaser shall forthwith pay to the Company all sums due and unpaid at the date of termination in respect of such Goods.
12.3 The Purchaser shall be liable to the Company to pay for all loss or damage to the Goods incurred in the Purchasers possession or in returning the Goods to the Company such sums paid in respect of the Price. The Company shall not be liable for any loss or damage whatever arising from the cancellation.
13. Cancellation by the Company
13.1 The Company may cancel any Agreement at any time before the Goods are delivered by giving written notice. On giving such notice the Company shall promptly repay to the purchaser any sums paid in respect of the Price. The Company shall not be liable for any loss or damage whatever arising from the cancellation.
14. General Limitations of the Company
14.1 In the event of any breach by the Company the remedies of the Purchaser shall be limited to damages. Under no circumstances shall the liability of the Company exceed the Price of Goods.
15. Intellectual Property
15.1 All Goods sold in retail packaging may be resold by the Purchaser only in the packaging supplied by the Company and in no case may any trade mark other than those applied by the Company be marked on or applied in relation to the Goods.
15.2 No right or license is granted under any Agreement of sale to the Purchaser under any patent, trade mark, copyright, registered design or other intellectual property right to use or resell the Goods.
15.3 The Purchaser may not, without obtaining the Company’s prior written consent, reprint or reproduce any image, article or photograph used either in respect of the “Urban Apothecary London” brand or by the Company as this would violate the copyright of the writer, photographer or model concerned.
15.4 The Purchaser shall not make use of any trade mark, registered design, or other intellectual property of the Company, and in particular shall not use the brand “Urban Apothecary London” or any permutation thereof (including any reproduction of the Urban Apothecary London product packaging and / or artwork), in whatever form and through whatever medium (including in particular all electronic media, the Internet, Microfilm, Microfiches, electronic databases, e-mail, and online services) without the prior written consent of the Company first being obtained.
16. Display Material
16.1 Any display material that may be supplied to the Purchaser pursuant to any contract shall remain the property of the Company and shall be returned to the Company immediately on demand.
17. Force Majeure
17.1 The Company shall not be liable for any default due the act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest or other event beyond its reasonable control.
18. Changes to Terms and Conditions
18.1 The Company reserves the right to make changes to its Terms and Conditions.
18.2 The Purchaser will be notified of any minor changes by means of a written notice and any such changes will take place from the date of the notice.
18.3 The Purchaser will be given not less than 7 days written notice of any significant changes, which may be given way of an individual notice or a general notice to all Purchasers. Such changes will be deemed to be accepted unless the Purchaser notifies the Company of any objection in writing before the expiry of the notice period.
19.1 Neither the Purchaser nor the Company may at any time disclose to any third party any trade secret, customer information, confidential information or knowledge or any financial or trading information relating to the other party, its owner and commercial operations unless authorized to do so in writing.
19.2 This shall not apply to any information which the disclosing party can show was known to the disclosing party or is in the public domain other than through a breach of any obligation of confidentiality owed to the other party or which the disclosing party is required to disclose by law.