Wholesale Terms and Conditions
TERMS AND CONDITIONS FOR THE SALE OF GOODS TO WHOLESALE CUSTOMERS
“Buyer” means the person, company or other registered legal entity that buys or agrees to buy the goods from the Seller.
“Conditions” means the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller in an official Order Form or signed annotation.
"EXW” means Ex-Works in accordance with INCOTERMS 2020
“Goods” means the handbag products that the Buyer agrees to buy from the Seller.
“Price” means the price for the handbag products, excluding VAT; and excluding any carriage, delivery and insurance costs. LDG dust covers are included as standard packaging.
“Seller” means LDG Fashion Ltd, Panorama House, 2 The Drive Hove, East Sussex, BN3 3JA, United Kingdom a company registered in the United Kingdom.
2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 These Conditions may not be varied except by the written agreement of the Seller.
2.5 These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
2.6 The buyer agrees to only sell goods through sales channels wholly-owned or controlled by them. No resale or third party selling is permitted without written authorisation from the Seller.
The Price shall be the price quoted on the Seller’s Order Form. The Price is exclusive of VAT, which shall be due at the rate in force on the date of the Seller’s invoice to any applicable customers.
4. Payment and Interest
4.1 Payment of the Price and any applicable VAT shall be due within 30 days of the date of the Seller’s invoice, unless alternative terms have been set and agreed on the Order Form.
4.2 The Seller reserves the right to charge interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 2% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment.
4.3 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.
The quantity and description of the Goods shall be as set out in the Seller’s Order Form.
The Seller warrants that the handbag products will at the time of delivery correspond to the description given by the Seller in the confirmation of order.
7. Delivery of the Goods
7.1 All prices are quoted EXW and once manufacture has been completed the Seller will obtain quotations for delivery of goods to the Buyer’s nominated address, including insurance. The Seller will offer delivery to the Buyer at cost price, including insurance. Alternatively the Buyer may arrange collection of the delivery with their nominated courier. The Seller will notify the Buyer of the dimensions and weight of all packages. The Buyer shall make all arrangements necessary to receive delivery of the Goods on the day notified by the Seller for delivery.
7.2 The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
7.3 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the contract.
7.4 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
8. Acceptance of the Goods
8.1 The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer.
8.2 The Buyer shall carry out a thorough inspection of the Goods within 24 hours of delivery and shall give written notification to the Seller within 5 working days of delivery of the Goods of any defects that a reasonable examination would have revealed.
8.2.1 Please email firstname.lastname@example.org within 5 working days of any defects/missing items and/or any other issues with delivery of goods.
8.3 Where the Buyer has accepted, or has been deemed to have accepted the Goods, the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
8.4 In the situation that a customer returns a defective product to the Buyer and the Buyer wishes to receive a credit from the Seller, a photograph must be taken of any faulty items and emailed to email@example.com. The Seller will then asses if a defective claim is valid and issue the Buyer a credit note for the value of the goods purchased. The Seller will not issue credit notes for any goods purchased over 6 months previously.
9. Title and risk
9.1 Risk shall pass on delivery of the Goods to the Buyer or their authorised agent EXW
9.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
9.3 Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
9.4 The Seller may at any time before title passes and without any liability to the Buyer:
9.4.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and
9.4.2 for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
9.5 The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.