Terms of Trade

Setting expectations

VEGECO LTD STANDARD TERMS AND CONDITIONS OF TRADE

Definitions of Key Terms

1. 1. In these Terms and Conditions of Trade, unless the context otherwise requires, the following expressions have the following meanings:
  2. “Seller” means Vegeco Ltd. A Registered Company No. 5896605 (England and Wales);
  3. “Buyer” means the organisation or person who buys Goods from the Seller;
  4. “Final Consumer” is the customer who purchases and uses the Goods for the purpose for which they are intended;
  5. “Goods” means the articles to be supplied to the Buyer by the Seller;
  6. “Trade Only” means Seller only provides this service to business customers who intend to distribute or retail the Goods onward to the Final Consumer;
  7. “Customer Account” means the records held by the Seller containing information about the Buyer, including agreed and confirmed pricing, records of transactions and payments etc. that allow the Seller to provide an efficient and effective service;
  8. “Proof of Trade” means evidence demonstrating the Buyer is a legitimate and actively trading business customer;
  9. “Price” means the value of the Goods are offered for sale in GBP, subject to change without notice.
  10. “Price List” means the list of prices of the Goods maintained by the Seller and issued to the Buyer, which are subject to change over time without notice (although we shall endeavour to advise the Buyer in advance of any changes wherever possible);
  11. “Minimum Order Value” means the minimum value of order the Seller will accept. This is £500 (GBP), excluding VAT and delivery;
  12. “Credit Limit” is the maximum amount in GBP that we will allow any Customer Account to reach without payment – this facility is only available with prior written agreement of an Authorised Employee.
  13. “Authorised Employee” means a Company Director of Vegeco Ltd or anyone acting under their direct instructions;
  14. “Purchase Order” means any order placed by the Buyer whether by form, email, phone call or other means. The placing of an order shall be deemed as acceptance of these Terms and Conditions of Trade;
  15. “Sales Order” means the confirmation of Buyer’s Purchase Order, in whole or in part, dependent on available stock and circumstances, which the Buyer must check and confirm;
  16. “Invoice” Means the ‘issued’ quantity of Goods, agreed amount due, in which currency and the Due Date for payment. This document is the last opportunity for the Buyer to identify and correct any errors;
  17. “Due Date” means the date by which full payment from the Buyer to the Seller should be received, as confirmed on the Invoice;
  18. “Final consumer” means the ultimate consumer of the Goods, who uses them for the purpose they are intended.
  19. “Final Vendor” means the person or business who sells the Goods to the Final Consumer.
  20. “Storage Facility” shall mean any premises where the goods are to be stored, whether owned by the Buyer, Seller or a third party acting on their behalf;
  21. “Operating Hours” are the hours that Vegeco Ltd’s Storage Facilities either in the UK or elsewhere are open for collections and deliveries and will be confirmed to the Buyer by Vegeco Ltd when Goods are ready for collection;
  22. “Office Hours” are the normal working hours at Vegeco’s administrative office in the UK, defined as 9.00 AM to 4.30 PM Monday to Friday UK time, except all English public holidays;
  23. “Appropriate Storage” means that once under the Buyer’s control, the Goods have been stored in compliance with the following points:
    1. The storage instructions as printed on the packaging have been followed.
    2. “Cool and Dry” Storage shall mean temperatures of 22°C/71.6°F or less. This is based on the study: Gross, K.L., Bollinger, R., Thawnghmung, P. and Collings, G.F. (1994). Effect of Three Different Preservative Systems on the Stability of Extruded Dog Food Subjected to Ambient and High Temperature Storage. The Journal of Nutrition, 124(suppl_12), pp.2638S-2642S.
    3. Bags of dry pet food have been stored flat on their largest surface, off the floor on suitable pallets or shelving.
    4. Appropriate Storage must be maintained throughout the distribution of the Goods, including during transport.
  24. Proof that the Goods have been transported and stored in Appropriate Storage conditions may be required where any claim against the quality of goods is made, especially when those goods have been in storage for a considerable portion of their shelf life in locations where the climate is typically hot and/or has high humidity over periods of time. We strongly advise Buyers monitor their storage conditions throughout the year and use data loggers to record and track the temperature of their facilities;
  25. “Best Before Date” means a date, as printed on the packaging of perishable Goods, to which the quality of those Goods is guaranteed providing Appropriate Storage conditions have been maintained;
  26. “Goods in Transit” means goods that have left the Seller’s warehouse facility and are in the care of a transport company, moving by road, sea or air to the Buyer’s Storage Facility;
  27. “Confidential Information” means any information disclosed between Buyer or Seller, that is reasonably expected to be treated in a confidential manner under the circumstances of disclosure under this Agreement or by the nature of the information itself. Seller reserves the right to insist on a separate non-disclosure agreement or any other similar and legally binding agreement where the Seller deems it appropriate before disclosing commercially sensitive information;
  28. “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, brand names, colour schemes, formulations, recipes, manufacturing methods, know-how and all other forms of intellectual property relating to the Goods, their packaging and any other advertising materials or literature relating to the Goods, wherever in the world enforceable;
  29. “Trade Marks” means registered marks including BENEVO®, V-DOG®, PAWTATO® as well as any unregistered marks used to denote the origin of Seller’s Goods or to promote them within the market;
  30. “Insolvency Event” means if
    1. any party to this agreement ceases or threatens to cease to carry on its business or a significant part of it (unless as part of a solvent reconstruction) or suspends or threatens to suspend payment of its debts or is unable or is deemed to be unable to pay its debts within the meaning of Section 123 (1) of the Insolvency Act 1986 (or equivalent in local national law);
    2. a proposal is made, or a nominee or supervisor is appointed, of a party for a composition in satisfaction of its debts or for a scheme of arrangement of its affairs or other arrangement or any proceedings for the benefit of its creditors are commenced under any law, regulation or procedure relating to the reconstruction or re-adjustment of debt;
    3. a petition is made for an administration order under the Insolvency Act 1986 (or equivalent in local national law) with respect to any party;
    4. any steps are taken by a party or any other person to wind up or dissolve that party or to appoint a liquidator, trustee, receiver, administrator, administrative receiver or similar officer to any such party or any part of such party’s undertaking;
    5. any legal process is levied, enforced or sued against a party or its assets or any person validly takes possession of any of the property or assets of a party or steps are taken by any person to enforce any security right against any of the property or assets of such a party;

General

1. 1. These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing;
  2. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by an Authorised Employee of the Seller;
  3. The Seller reserves the right to update these Terms and Conditions at any time without notice, however the Seller will endeavour to notify the Buyer in good time via email. The most up-to-date version of the Terms and Conditions will also be made available via the link at the top of this document;
  4. It is the responsibility of the Buyer to satisfy themselves as to the current Terms and Conditions before placing any kind of order and planning shipping of the Goods. The placement of a Purchase Order shall be deemed as acceptance of these Terms and Conditions of Trade.

Customer Accounts

1. 1. All Buyers are required to have a Customer Account on our systems.
  2. All Buyers must complete a Customer Account Application form and provide Proof of Trade, before a Customer Account can be created. This provides essential information for us to be able to process their Purchase Orders and support their sales and marketing activities.
  3. Customer Account Applications must specify any specific special requirements, such as pallet types, maximum pallet heights, documentation, labelling, delivery instructions, etc. Where failure to provide such essential information results in otherwise avoidable costs associated with delays, losses or damage, the Buyer shall be liable.

Ordering of Goods

1. 1. All orders are subject to the Buyer having an active Customer Account and meeting the Minimum Order Value before they can be accepted and processed.
  2. Purchase Orders from the Buyer must specify the goods using the relevant product codes and the listed quantity given in the current agreed Price List (subject to the Buyer’s Customer Account being approved).
  3. We cannot accept Purchase Orders where codes or product names differ from the Price List we have issued to you. i.e. Our product codes and titles as given on our Price Lists must be used when ordering, not the product name or any reference numbers you may use on your online listing/catalogue.
  4. Goods shall only be sold in the quantities (or multiples) as defined on the Price List provided. e.g. If a product is sold in case quantities, for example trays of 12 cans, we can only accept orders for multiple cases, not 13 single cans.
  5. Purchase Orders must be sent via email to trade@vegeco.com ONLY.
  6. Any enquiries about your Customer Account status, pricing information, product information, order status or requests for certificates and documentation must also be sent to trade@vegeco.com ONLY.
  7. Do not email Purchase Orders to any other address or employee. Please note that Purchase Orders or enquiries sent to any other email addresses will not be processed and may not even be seen.
  8. Buyer’s Purchase Order shall not be considered accepted until Seller sends confirmation that the order can be fulfilled, in the form of a Sales Order, by email.
  9. Any stock shortages affecting the Goods ordered by the Buyer, or other issues that may affect the order shall be advised prior to confirmation and Buyer may make changes to their order accordingly.
  10. Any changes requested by the Buyer after they have agreed to the Sales Order confirmation may incur additional charges.

Picking & Packing

1. 1. The Seller shall endeavour to pick Goods of the same batch with a Best Before Date of no less than six months.
  2. Should the Buyer have specific requirements for longer Best Before Dates, they must advise the Seller when placing their order. The Buyer must alert the Seller of any concerns over Best Before Dates before the Sales Order is confirmed.
  3. The Seller will prepare the Goods on pallets according to the details confirmed in the Sales Order.
  4. If the Buyer requests any changes to their order once it has already been packed, the Seller reserves the right to apply additional charges for any reworking of the order at GBP 25.00 per hour or part thereof to the nearest 30 minutes.
  5. Our ‘Standard Packing’ process, included in the cost of the goods is
    1. we pick your Goods and check they are in saleable condition (as far as this is practical from visual inspection).
    2. we pack your Goods onto a wooden pallet (The cost of pallets is not included) stacked to a height specified by the Buyer
    3. we wrap the goods (strapping where required) and label them with the details provided to us by the Buyer so they are ready for transport.
    4. We charge a flat fee of GBP 5.00 per wooden UK ‘Standard Pallet’ (120x100cm) or Euro pallet (120X80cm). Other types of pallet will be priced on application.
  6. Any additional ‘Custom Packing’ processes may be requested, subject to additional charges for work and materials, as laid out in the Price List, such as:
    1. Packing goods onto non-UK Standard pallets, such as Euro Pallets, US pallets, Heat Treated Pallets, Plastic Pallets, etc.
    2. Affixing custom price labels or importer labels to goods
    3. Producing documents, certificates (RPA, Certificate of Origin), product catalogues, etc for export and customs agencies

Price and Payment

1. 1. The Price shall be that stated in the Seller’s current Price List, or such other Price as the parties may otherwise agree in writing.
  2. The Seller reserves the right to change Price of Goods without notice, but shall endeavour to give notice where it can.
  3. The Prices stated on the Price List are EXW (Ex Works) in GBP and exclusive of VAT, insurance, carriage or any other applicable costs, taxes or duties that may be applicable. The Price does not include any form of delivery.
  4. Payment of the Price and VAT and any other applicable costs shall be due Pro Forma, where full payment for the Goods will be required before Goods are released for dispatch, unless credit terms have been agreed and a credit limit authorised by the Seller.
  5. Where credit terms have been agreed by the Seller, Payment of the Price and VAT and any other applicable costs shall be due according to the Due Date stated on the invoice supplied by the Seller.
  6. The Seller shall be entitled to charge interest on overdue invoices from the Due Date, day by day until the date of payment at an interest rate of 8% per annum above the reference base rate of the Bank of England.
  7. If payment of the Price or any part thereof is not made by the Due Date, or Buyer’s Credit Limit is exceeded, the Seller shall be entitled to:
    1. require payment in advance of delivery in relation to any Goods not previously delivered;
    2. refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
    3. terminate the contract.
  8. Payment should be made via bank transfer to the Seller’s bank account detailed on the invoice, using the invoice number as a payment reference with corresponding Remittance advice sent via email to finance@vegeco.com.
  9. The Buyer shall be liable for any bank fees or loss in currency, ensuring the value of the Seller’s invoice is paid in full to the GBP value stated. Further to 6.6, any shortage in payment may at the Seller’s discretion be added to the next invoiced order;

Promotions and Discounts

1. 1. From time to time the Seller may wish to make promotional offers or discounts on the price of Goods and may do so without any notice to the Buyer. Where these offers are time limited, the Buyer may not retrospectively discount Seller’s invoices for any Purchase Orders made after such promotion or discount period has expired.
  2. Buyer may not apply any form of discounting to Seller’s invoices for any promotional offers or discounts that the Buyer chooses to make, without prior written agreement from an Authorised Employee of the Seller.

Collection / Shipping of Goods

1. All Goods are sold as EX WORKS. Transportation and delivery of goods is a separate arrangement that remains the responsibility of the Buyer. We shall endeavour to assist in ensuring transport and delivery is as efficient as possible. However, please note, if we are asked to arrange a transport quote, and we accept, we do not automatically add insurance or take responsibility for the condition of the goods when delivered. We are merely booking on your behalf. Transportation is not one of our services. If you arrange your own transport, it is your responsibility to check your transporter has collected the correct goods. You should insure your goods in transit, in case of damage or loss at all times. Additionally, the transport quote we provide will be from our preferred supplier whom we have an account with and which we review periodically. We do not offer a service to find you the most competitive quote on the market.
2. The collection address shall be provided by the Seller.
3. The delivery address that shall be affixed to Goods by the Seller, shall be that which is specified by the Buyer when they completed their account application form. (The Buyer’s selected delivery address may be different to the billing address if required).
4. The Buyer can change their delivery address by emailing trade@vegeco.com and the Buyer is obliged to do this if they move premises so that Seller can ensure the correct delivery address is affixed to outgoing pallets.
5. The Buyer must check these details before organising shipping /transport and is liable for any costs incurred as a result of inadequate or incorrect collection and delivery details.
6. The Buyer shall receive 7 DAYS free storage of goods at the Seller’s UK based Storage Facility from the time of invoicing.
7. Collections from Seller: The Seller shall notify the Buyer that the Goods are available for collection. The Buyer shall make all necessary arrangements to collect the Goods within 7 DAYS after they are made available for collection at the Buyer’s own liability and expense.
8. The Seller reserves the right to charge a storage fee after 7 DAYS of notifying the Buyer that the Goods are ready for collection. The fee will be GBP 5.00 per pallet, per day (excluding VAT).
9. If the Buyer arranges collection of the Goods, the Buyer or their transporter must inform the Seller by email to trade@vegeco.com of their expected collection date and time (within the Operating Hours only), at least 24 hours before arriving at the relevant Storage Facility. The Seller will not be responsible for any delays or expenses incurred as a result of notice less than 24hrs.
10. Delivery by Seller: Only in circumstances where an Authorised Employee of Seller has agreed, in advance and in writing, to arrange delivery of Goods;

The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence in this or any other contract between Buyer and Seller.
The price quoted for delivery can change at any time without notice as some factors within the quote are subject to market fluctuations such as fuel surcharges.
The Buyer understands that the Seller only ever books transport with 3rd parties on behalf of the Buyer. The Seller does not run a transport company and is not liable for any problems or costs incurred to the Buyer as a result of a problem with the transporter that is beyond the Seller’s control.
If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage. This includes but is not limited to failed delivery charges, redelivery charges and demurrage.
Unless otherwise requested by the Buyer, any transport arranged by the Seller on behalf of the Buyer will not include any insurance cover, nor the cost of any such insurance.
Without appropriate insurance cover the Buyer shall not be entitled to claim compensation for and damage of loss to Goods in Transit.
If transport is booked by the Seller on behalf of the Buyer, the Buyer will be liable for any costs incurred resulting from any action on the Buyer’s part that results in the collection not taking place (e.g. additional changes to the order or late payment, etc).

Claims for Damage or Loss

1. 1. Buyer must inspect Goods upon delivery at their Storage Facility and record any external signs of damage with photographs before removing any Goods from their pallets.
  2. The Buyer must notify the Seller of any damage, shortages, unexpected additions or any other discrepancy within 24 hours of delivery with supporting evidence, such as batch codes/ Best Before dates, photos, where possible. The Seller reserves the right to limit or even deny claims that cannot be evidenced.
  3. Where liability for any loss occurs in accordance with the Warranty conditions described below, the Seller shall compensate the Buyer by issuing credit on their Customer Account.
  4. Where liability for loss or damage stems from a 3rd party, the Buyer shall make their claim against their own insurance and the Seller will assist where possible in providing support for such claims.

Risk

1. Risk in the Goods shall pass to the Buyer at the moment the Goods are collected from the Seller’s Storage Facility.
2. Buyer accepts a duty of care for the Goods and shall appropriately insure against risk.
3. The Buyer must ensure that the Goods comply with local market regulations
4. The Buyer must ensure that their sale of the Goods does not infringe on any Trade Mark rights of others within their territory.

Title of Goods

1. 1. Title of the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
  2. Until Title of the Goods passes to the Buyer, the Buyer shall:
    1. accept all risk for the Goods in transit;
    2. hold the Goods safely, in Appropriate Storage conditions, acting in the best interests of the Sellers;
    3. store the Goods, at no cost to the Seller, in such a way that they remain readily identifiable as the Seller’s Goods;
    4. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
    5. maintain the Goods in a satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Buyer will provide a copy of the insurance to the Seller.
  3. The Buyer may sell the Goods before Title has passed to them solely on the following conditions:
    1. any sale shall be effected in the ordinary course of the Buyer’s business at full market value;
    2. any such sale shall be a sale of the Seller’s property on the Buyer’s own behalf and the Buyer shall deal as a principal when making such a sale;
    3. the Buyer’s right to possession of the Goods shall terminate immediately if the Buyer suffers an Insolvency Event.

Warranty

1. 1. Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall provide a refund refund by crediting the Customer Account, subject to the following conditions:
    1. the Buyer notifying the Seller in writing immediately upon the defect becoming apparent;
    2. the Buyer’s transporters have stored the Goods according to the Appropriate Storage conditions and can provide evidence to substantiate this;
    3. the Buyer has stored the Goods according to the Appropriate Storage conditions stated on the packaging and can provide evidence to substantiate this;
    4. the Buyer’s customer (or the Final Consumer) has stored the Goods according to the Appropriate Storage conditions stated on the packaging and can provide evidence to substantiate this;
    5. the defect being due to the faulty design, materials or manufacturing of the Seller.
  2. Any Goods to be credited, that are not defective, have not exceeded their Best Before Date and have remained at all times in Appropriate Storage, shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller.
  3. Selling Goods known to be defective carries huge risks not least to the public, their companion animals and the Seller’s reputation. The Seller guarantees they will never knowingly supply defective goods and the Buyer guarantees that they shall never knowingly sell or pass on defective Goods without the Seller’s prior written agreement.
  4. The Buyer guarantees that they will not modify, obscure or remove the Batch Codes and Best Before dates of any Goods that have passed their Best Before Date nor sell or give them away without the Seller’s prior written agreement.
  5. Any Goods to be credited that are defective and can not be returned, must be disposed of by the Buyer, who will provide evidence to the Seller that these goods have been removed from sale and destroyed.
  6. The Buyer shall be fully and solely liable for any costs, claims or damages suffered by them or incurred as a result of knowingly selling defective Goods.
  7. If the Goods are found to have spoiled before the Best Before Date as printed on the Goods, the Seller will consider a credit, in full or part thereof, for those Goods subject to the following conditions:
    1. the Buyer can demonstrate the Goods were transported and/or stored in a climate and environment suitable for perishable food and in accordance with the Appropriate Storage as defined in these terms, after the Goods left the Seller’s premises.
    2. the Buyer can demonstrate that, had the Goods not spoiled, that they would have sold those Goods 30 days prior to the Best Before date shown on the Goods.
  8. Any credit issued for the Price for defective Goods is based on the principle that such Price has already been invoiced and shall only be issued at the value stated on that invoice.
  9. The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including, but without limitation, Clauses 13 and 14 below.
  10. The Buyer shall immediately investigate any reports of defects (either from the Final Vendor or Final Consumer) by requesting images illustrating the defect, the batch data /Best Before Date on the goods, where and when the goods were purchased and how they have been stored at all stages. This information must be presented to the Seller when raising any claim.
  11. Complaints from Final Consumers seeking refunds, replacements or compensation are the responsibility of the Final Vendor.
  12. Where the Seller agrees to credit the Buyer for any defective goods, the Buyer agrees to resolve issues and claims with their customers (the Final Vendors or Final Consumers) locally without delay irrespective of any claim they may subsequently make to the Seller. The Buyer must fulfil all their moral and legal obligations to their customers regardless of the status of any claim they have presented to the Seller.

Liability

1. 1. No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:
    1. the correspondence of the Goods with any description;
    2. the quality of the Goods; or
    3. the fitness of the Goods for any purpose whatsoever.
  2. No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:
    1. the correspondence of the Goods with any description;
    2. the quality of the Goods; or
    3. the fitness of the Goods for any purpose whatsoever.
  3. All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.
  4. Subject to the other provisions of these conditions the Seller shall not be liable for any direct, indirect or consequential loss (all three of which include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods (even if caused by the Seller’s negligence), nor shall any delay entitle the buyer to terminate or rescind the contract.
  5. If outside the UK, the Buyer is liable for ensuring the Goods meet the labelling compliance regulations and any other applicable regulations of their country. Seller may supply product photos and specifications to assist the Buyer in assessing the goods conform with local laws and regulations but the Seller can accept no liability.
  6. If outside the UK, the Buyer is liable for all import regulations, duties, fees, certifications, licences, other import documents, compliance and associated expenses and shall indemnify and hold harmless the Seller from and against any such liability to pay such duties or taxes and specifically shall be liable to pay to the Seller such duties and taxes if so required by the Seller pursuant to these conditions.

Limitation of Liability

1. 1. Where any court or arbitrator determines that any part of the ‘Liability’ Clause of this agreement is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price (the GBP value stated in the Invoice).
  2. Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.

Description

1. 1. Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.

Samples

1. 1. Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample.

Intellectual Property Rights/Brands

1. 1. The Buyer acknowledges that the goodwill and other rights in any patents, registered or unregistered trademarks, trade names, branding, copyright designs, know how or other intellectual property right used and adopted by the Seller and any logo or symbol associated with the Seller’s name vest in the Seller and shall remain vested in the Seller.
  2. All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
  3. The Buyer shall do all that is reasonably necessary to ensure the Intellectual Property Rights of the Seller are not compromised, such as not registering web domains, social media accounts or any other digital or physical assets in other territories with same or similar Marks to those owned by the Seller.
  4. The Buyer may only use the Seller’s branding and other intellectual property with their written consent and approval of any material that incorporates it.
  5. The Buyer must not make representations or statements on behalf of the Seller without prior written approval from an Authorised Employee. Published advertising and promotional materials that include the Seller’s Intellectual Property / Branding shall also require prior written copy approval by an Authorised Employee of the Seller.
  6. The Buyer shall not act in a way so as to bring the Seller’s Goods, brands and other Intellectual Property Rights into disrepute.
  7. Neither Party shall disclose the other Party’s Confidential Information to any person other than its employees, officers, directors, affiliates, agents and representatives who are bound by obligations of confidentiality and who have a need to know such information in order to perform their obligations.
  8. No right or licence is granted under these Terms under any patent, trade mark, trade name, copyright, designs, know-how or other intellectual property right except the right to use or resell the Goods. We cannot guarantee that selling the Goods will not affect the rights of any third party.
  9. You must not in any way use or display or make any statement or representation about any of the Seller’s proprietary marks unless authorised to do so by prior written agreement, threaten or take any action to contest the validity of the Seller’s marks or sell, assign, transfer, charge or otherwise deal with the Seller’s trade marks, brands and other intellectual property.

Force Majeure

1. 1. The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.

Relationship of Parties

1. 1. Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

Assignment and Subcontracting

1. 1. The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.

Waiver

1. 1. The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

Severability

1. 1. If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

Governing Law and Jurisdiction

1. This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.

*Excludes UK VAT where applicable