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Terms and conditions- Wholesale

JARDINOPIA LTD Standard Terms and Conditions of Sale

November 2020

1. GENERAL

These conditions of sale form part of all contracts for the supply of goods by Jardinopia Ltd (“the Seller”). They will prevail over any oral or written terms or conditions submitted by any Buyer (“the Buyer”) unless these have been agreed in writing by the Seller.

2. ORDERS SUBJECT TO ACCEPTANCE

(i) The Seller reserves the right to decline to supply goods to the Buyer where deemed appropriate and for whatever reason.

(ii) Buyers wishing to sell goods Online on their own proprietary websites must specify this at the time of placing the order with the Seller.

(iii) Buyers MAY NOT sell Jardinopia Ltd products through third party websites or markets such as Amazon, Ebay, or ETSY. Should this term be found to have been breached, the Seller may immediately cease trading with the Buyer and seek to recover costs (including legal costs).

(iv) The Online Floor Price charged by the Buyer and advertised on their own proprietary website cannot exceed a figure of more than 20% of the RRP of the Seller. Should the Floor Price be breached, the Seller reserves the right to withhold any further product or to trade with the Buyer. For example, if the RRP is £20.00, the Online Floor Price cannot go lower than £18.00.

(v) No Floor Price applies to Bricks & Mortar stores or Catalogues

(vi) The Buyer’s invoice address shall be considered as the trading address for the business, unless otherwise specified in writing to the Seller and subsequently approved by the Seller. Any subsequent additional trading sites must also be approved by the Seller.

3. CANCELLATION OF ORDER

The Seller reserves the right to refuse any cancellation or proposed cancellation of Orders placed in writing by the Buyer if the goods are ready for despatch and a delivery date has been agreed by the Buyer. Once a Purchase Order has been received by the Seller, or a Jardinopia Ltd Purchase Order form has been completed by the Buyer, a commitment to purchase has been made by the Buyer, according to the terms of the requisite Purchase Order form. This is a legally binding and enforceable contract.

4. DELIVERY

(i) Delivery estimates will be given in good faith by the Seller at the time of acceptance of Order and the Seller shall endeavour to adhere to them at all times.

(ii) No responsibility or obligation for any loss arising from delay in delivery shall be accepted by the Seller unless otherwise agreed in writing by both the Buyer and the Seller.

(iii) UK Mainland Orders with a value of less than £300 EX VAT which have been accepted by the Seller will be subject to a carriage charge of no less than £10.00 EX VAT unless expressly agreed in writing by the Seller. UK Mainland Orders with a value of less than £300 EX VAT will only be provided ‘Carriage Free’ at the sole discretion of the Seller, and conveyed in writing thereafter to the Buyer.

(iv) From the time of delivery receipt to the Buyer the goods shall be at the risk of the Buyer. The Buyer is then solely responsible for their custody, maintenance and insurance. Any returns become the responsibility of the Buyer.

(v) The Buyer must inspect the products upon delivery and inform the Seller within 48 hours of receipt of any products which are delivered in a damaged or defective state, or of any discrepancy in the quantity of any delivery. Any shortfall in the quantity of products delivered from that stated in any contract to which these Conditions apply shall not give rise to a claim for damages for breach of contract solely as a result of such shortfall. All and any shortfalls or damages shall result in either a credit to the value of the price paid by the Buyer, or a replacement shall be sent at the cost of the Seller. The Seller may decide to replace or credit at their sole discretion. All and any claims made after the 48 hours of receipt will be rejected, unless extreme circumstances are presented by the Buyer in good faith, and then only at the express acceptance by the Seller will a credit or replacement be made. The Seller IS NOT responsible for returned 3rd party customer goods for whatever reason.

(vi) Photographic evidence of damages will routinely be requested by the Seller, if a claim for damages is made.

(vii) All correspondence should contain Buyer name, address and the invoice number that any credit claim relates to.

(viii) The Seller at all times endeavours to maintain good stock levels.

5. RETURN OF GOODS

(i) Should the Buyer prove to the satisfaction of the Seller that Products supplied are not in accordance with the specifications of the order or are defective by way of faulty material or workmanship, the Seller may at its discretion request the return of the products in question for repair or replacement or issuance of a credit note to the value of the products concerned.

(ii) If goods are returned to the Buyer by their own customers, either because of a breakage or because a change of mind has been made, either via ‘distance’ selling and the legal requirements therein, or through a ‘Bricks and Mortar’ purchase, the goods remain the responsibility of the Buyer. The Seller will not accept returned goods for whatever reason, once the goods have been onward sold by the Buyer.

6. PAYMENT

(i) All First Orders are ProForma only and delivery will not be made by the Seller until funds are cleared. Only if an agreement has been reached in writing between the Seller and the Buyer to despatch First Order goods before payment receipt, will this

clause be withdrawn. All International Orders are ProForma by default unless expressly agreed in writing between the Buyer and Seller prior to purchase being made.

(ii) All Second and Subsequent Orders are based on 30 day credit accounts as standard.

(iii) The Buyer shall effect payment to the Seller in the currency specified in the Seller’s invoice, in the manner stated on the invoice, in full within 30 days of the date of invoice unless otherwise agreed in writing by both the Buyer and the Seller (save the initial ProForma Invoice for First Orders).

(iv) If payment is not made on the due date then the Seller shall reserve the right to charge interest and administration costs up to and including the date of receipt of payment at a rate of 5% per month or part month thereof plus the UK Bank of England Base Rate.

(v) Any late payment by the Buyer shall entitle the Seller to treat as void any other unexecuted contracts then existing between the Buyer and the Seller. Under these circumstances the Seller shall have no liability whatsoever to the Buyer.

(vi) In the event of Pro-forma invoices, the Seller will endeavour to despatch all goods promptly upon receipt of cash with orders, or on clearance of funds with payment by cheque, Paypal payment or BACS transfer. Please note that a cheque takes up to 7 days to become cleared funds, and the order will not be despatched until funds have cleared. It is expected that orders will routinely be despatched within 48-72 hours.

(vii) Any additional bank charges incurred in receiving payment from the Buyer shall be borne by the Buyer.

(viii) Point Of Sale Stands – remain the property of Jardinopia Ltd at all times and without limitation, and can be removed by Jardinopia Ltd from the Buyer at its discretion and without notice. Damage caused to the Stand by the Buyer for whatever reason will be charged at a rate of £150 EX VAT per stand by the Seller, should damage of any kind occur. The Buyer is responsible for the cleanliness, security and appearance of the Stand and will ensure it is treated as if it was the Buyer’s property at all times. Should damage occur to the Stand, the Buyer must notify the Seller within 48 hours in writing.

7. RETENTION OF TITLE

(i) The goods shall remain the Seller’s property until the payment has been cleared in full by the Seller’s bank. Until that time the Buyer shall hold them as bailee, store them in such a way that they can be identified as the Seller’s Property and keep them separate from the Buyer’s own property and the property of any person.

(ii) Although the goods remain the Seller’s property until paid for, they shall be at the Buyer’s risk from the time of delivery and the Buyer shall insure them against loss or damage accordingly (and in the event of such loss or damage shall hold the proceeds of such insurance on behalf of the Seller as trustee for the Seller).

(iii) The Buyer’s right to possession of the goods shall cease if (a) the Buyer has not paid for the goods in full by the expiry of any credit period allowed by this contract; or (b) the Buyer is declared bankrupt or makes any proposal to his creditors for a composition or other voluntary arrangement; or (c) a receiver, liquidator or administrator is appointed in respect of the Buyer’s business. On cessation of the Buyer’s right to possession of the goods in accordance with this clause the Buyer shall at his own expense make the goods available to the Seller and allow the Seller to repossess them.

(iv) Until such time as payment for the goods has been fully received by the Seller, the Buyer hereby grants the Seller, his agents and employees an irrevocable licence to enter any premises where the goods are stored in order to repossess them or inspect them at any time.

8. DESCRIPTIONS

(i) The Buyer shall be responsible for ensuring that the quantities and descriptions of its orders correspond with the goods it wishes to receive in good faith.

(ii) No order confirmation will be issued by the Seller unless specifically requested by the Buyer.

9. TERMINATIONS

(i) The Seller will be entitled to terminate a contract with the Buyer if the Buyer repeatedly commits a breach of any of these terms and conditions or if the Buyer becomes subject to bankruptcy, an administration order or goes into liquidation. In the event of such a termination the Seller shall be entitled to suspend and/or cancel any future deliveries or existing orders without any liability to the Buyer.

10. APPLICABLE LAW

These Conditions shall in all respects be construed in accordance with the laws of England and all parties agree to the jurisdiction of the English Courts.

11. DATA PROTECTION

Information about the Buyer, its employees and agents may be retained by the Seller to maintain and update its records to enable the Seller to administer and facilitate the Buyer’s requirements. The Seller may also exchange such information about the Buyer with credit reference agencies to facilitate carrying out credit checks and other facilities for preventing fraud, theft and for tracing debtors, for obtaining credit insurance, assessment and analysis, securitisation and protecting its interests. The Seller will provide details of bankers and credit reference agencies used upon request.

12. CONFIDENTIALITY

All designs, specifications, drawings, documents and information disclosed by the Seller to the Buyer, its employees and agents shall be treated by the Buyer as confidential and the Buyer, its employees and agents may not disclose, deal or use any such information without the written authority of the Seller. The Buyer shall indemnify the Seller against any loss or damage arising from a breach by the Buyer of this clause. This provision shall include costs and expenses.