Terms & Conditions for wholesale
For the purpose of these terms and conditions, the Definitions are as follows:
‘Seller’ - The person/company selling the products, in this case Claire Edwards trading as Scout’s Honour.
‘Buyer’ - The person/company who accepts the conditions of the goods from the seller.
‘Order’ means an order by the Buyer to purchase goods
‘Goods’ - refers to the products or materials sold to the Buyer
‘Working day’ - Any other day other than a Saturday, Sunday or Bank Holiday in England and Wales.
ORDER & PAYMENT
1.1. To secure orders placed at Top Drawer Spring 2024, The Buyer will be sent a proforma invoice for the full value of the goods, payable in 5 working days from receipt.
1.2. The prices on any invoice are valid for 5 working days from the date of invoice.
1.3. The price is exclusive of VAT as it is not currently applicable to our business.
1.4. The price may be subject to change if the retailer asks for any additional requirement or special payment terms, which may cost the Seller.
1.5 All invoices are sent via Stripe for digital payment, where you can pay via card or bank payment.
1.6. Where the Buyer and Seller have agreed on different payment terms to the above, the Seller may require a deposit upfront. Please refer to the exact terms both parties have agreed upon on the signed order form.
1.7. For all orders placed either online or at a Tradeshow, the Seller requires a MOQ (Minimum Order Quantity) of £250 ex VAT.
DELIVERY OF GOODS
2.1. Once the invoice is paid in full, the Seller will dispatch Goods ordered within 7-14 working days unless otherwise agreed. This time frame may increase to 20 working days, depending on the size of the order and stock levels. This will be communicated on order placement.
2.2 The Seller will arrange the delivery of the Goods by their own chosen carrier to the address specified in the order form and invoice.
2.3. All orders will be shipped via Royal Mail tracked unless another shipping method is arranged. This applies to both UK and international orders. Shipping costs will be determined by weight.
2.4. Delivery windows and dates provided are approximate and shall not give the Buyer any cause of action against the Seller nor a right to cancel an Order for circumstances outside of the Seller’s control.
2.5. The lead time will be specified at the time of order confirmation by the Seller, depending on: the quantity of Goods ordered, availability and location of delivery.
2.6. Free delivery is only for orders over £800 unless otherwise specified or agreed with the Buyer.
2.7. The risk and title of goods are passed on to the Buyer upon delivery taking place.
2.8. In the case in which the Buyer has arranged their own courier and pick up, the risk and title of the goods are passed on to the Buyer on collection of the Goods.
2.9. Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest, epidemic, pandemic or other event beyond the reasonable control of either party.
2.10. The Buyer has agreed to different payment terms for whatever reason doesn’t accept the delivery. The buyer will still be bound to the terms of this contract.
3.1. The Buyer has 5 working days to inspect the delivered Goods fully.
3.2 If any shortages or discrepancies are identified, the Buyer must inform the Seller in writing via email within 5 working days of delivery.
3.3 If any damages are identified, the Buyer must inform the Seller in writing via email WITH photographic evidence within 5 working days of delivery.
3.4 Subject to the Buyer’s compliance with this clause and/or our agreement, they may return the Goods, and the Seller will, as appropriate, replace the Goods or issue a refund.
3.5 The Seller does not operate a Return or Sale policy; therefore, under no other circumstances are Returns accepted otherwise.
4.1. Once the Seller has paid the proforma or any deposits towards the Order, a legally binding contract is formed between the Seller and the Buyer, and no changes or cancellations will be accepted. Any deposits made shall not be refundable.
4.2. If the Buyer requests to cancel an order after a full invoice is paid and prior to shipping, then a cancellation charge will be levied depending on how far the Seller is in production of the Goods.
4.3. If paying by digital / stripes or card - then no chargebacks are tolerated.
SALE OF GOODS
5.1. The Buyer agrees to sell the Goods bought from the Seller only on their own physical locations, proprietary website their own markets or own pop-up stores. It is prohibited to sell any Scout’s Honour Goods on any other platform or marketplace without prior written consent. This includes but is not limited to Amazon, eBay, Depop, social media, Etsy, and Gumtree.
5.2. With regard to (but not limited to) display and advertising, the Buyer shall use and display advertising, promotional and point-of-sale materials supplied by the Seller only and otherwise do its utmost to preserve the brand image and quality required.
5.3 Point-of-sale material provided to the Buyer free of charge remains the property of the Seller and must be returned upon request.
6.1. Counterfeiting, Trade Marks and Brand Protection: All rights in trademarks, models, designs and copyrights used in connection with any Goods supplied by the Seller to the Buyer remain the exclusive property of their owner.
6.2. The Buyer shall use reasonable endeavours to assist in identifying and taking action against any infringement or passing off of such Goods.
6.3. The Buyer shall not make any use of the Seller Trade Marks (save for including with the Products tags containing the Seller Trade Marks as provided by the Seller) without the specific prior written consent in each case of the Seller.
CONFIDENTIALITY & PRIVACY
7.1 Confidentiality Each party shall keep confidential all Confidential Information of the other and shall not at any time, either personally or by means of press or publicity (including social media) make or authorise to be made (other than to their professional advisers or as required by law) a disclosure of the same to any third party.
7.2 When providing Goods and services to the Buyer and their company, the Seller may acquire the personal data of the Buyer and its employees and will gain the ability to store, process and use internally.
7.3 The parties agree that where such processing of personal data takes place, the Buyer shall be the ‘data controller’ and the Seller will be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR).
7.4. The Seller shall only process personal data to the extent reasonably required to enable it to provide the Goods to the Buyer.
7.5 The Seller shall not disclose personal data to any third parties other than employees, agents, subcontractors and advisors on a strict need-to-know basis and only for the use of fulfilling our Order requirements to the Buyer.
7.6. If we are required by law to share any information, for example, an audit request from HMRC, we will notify each party concerned to make them aware.
8.1. The Seller shall be entitled to terminate this agreement in writing where the Buyer:
- commits a material breach of their obligations under these Terms and Conditions;
- becomes or, in our reasonable opinion, are about to become subject of bankruptcy order or take advantage of any other statutory position fot the relief of insolvent debtors;
- enters into a voluntary arrangement under Part 1 of the Insolvancy Act 1986, or any other scheme or arrangement is made with the Buyers creditors.
- Convenes any meeting of creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or under takings or any part thereof, any documents are filed with the court of appointment of an administrator, notice of intention to appoint an administrator is given by you pr any of your employees or directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 of the Insolvancy Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or any similar events mentioned above including if the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or substantially the whole of its business, or if the Buyers financial position deteriorates to such an extent that in the Seller’s opinion its capability to adequately fulfil its obligations under these conditions has been placed in jeopardy.
LIMITATION OF LIABILITY
9.1. The Seller shall be under no liability whatsoever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract.
9.2. In the event of any breach of this contract by the Seller, the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Products.
9.3. The Buyer agrees that any claims against the Seller must be brought within 6 (six) months of the alleged breach by the Seller (“the Contractual Limitation Period”) and that any claims brought after the expiry of the Contractual Limitation Period shall automatically fail as being out of time.
10.1 This is our entire agreement with you. This agreement constitutes the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set.
10.2 Amending the agreement. No variation of this agreement (whether oral or written) shall be valid or effective unless it is in writing and is agreed to by both parties.
11.1 We shall try to resolve any disputes with you quickly and efficiently.
11.2 If we cannot resolve a dispute using our internal complaint handling procedure and neither of us wants to take court proceedings, the courts of England and Wales will have exclusive jurisdiction in relation to any contract entered into pursuant to this agreement.
11.3 The laws of England and Wales will apply to any contract entered into pursuant to this agreement
11.4. Please direct any complaints or concerns to Claire at hello@scoutshonournet.
12.1 If there is a dispute between us, you agree not to publicly or privately make any negative or critical comments about our goods or services, or to communicate with any other individual, company or entity in a way that disparages the services or harms our reputation in any way, including on social media.
Claire Edwards trading as Scout’s Honour