“Agreement” is a reference to these Terms and Conditions, order form and payment instructions provided to you; “Yellow Gorse”, “we”, “us” and “our” are reference to Yellow Gorse of 27 Commercial Road, Swanage, BH19 2HP trading as Yellow Gorse; “Client”, “you”, “your” and “yours” are references to you the entity or person ordering Goods from us; “Goods” means the home fragrance, body & bath, facial skin care or any other products supplied by us to the Client; “Order” means an order placed by you for the Goods; “Intellectual Property Rights” or “IPR” means any and all copyrights, moral rights, related rights, patents, supplementary protection certificates, petty patents, utility models, trade marks, trade names, service marks, design rights, database rights, semi-conductor topography rights, domain name rights, rights in undisclosed or confidential information (such as know-how, trade secrets and inventions (whether patentable or not)), and other similar intellectual property rights (whether registered or not) and applications for any such rights as may exist anywhere in the world; and “Terms and Conditions” means the terms and conditions of supply set out in this document.
2.1 When you first place an Order with us it must be accompanied with payment in full for the Order.
3.1 Delivery periods quoted at the time of ordering the Goods are approximate only and may vary, but will normally be with you within 7 working days. Goods will be delivered to the address nominated by you at the time of ordering.
3.2 If the Client fails to accept delivery of the Goods at the time they are ready for delivery, or we are unable to deliver the Goods at the nominated time due to failure on the part of the Client to provide appropriate instructions or documentation, then the Goods shall be deemed to have been delivered to the Client and all risk and responsibility in relation to the product shall pass to the Client. Any storage, insurance and other costs which are incurred as a result of the inability to deliver the Goods shall be the responsibility of the Client who shall indemnify us in full for such cost.
3.3 It is the responsibility of the Client to ensure that at the time of delivery of the Goods adequate arrangements, including labour and access, are in place for the safe delivery of the product. We cannot be held liable for any damage, cost or expense incurred to the Goods where this arises as a result of a failure to provide adequate access or arrangements for delivery. You must make us aware of any issues with the location which may hinder or affect our ability to deliver the Goods. Any failure to do so may result in increased costs and delays.
4. Our Obligations
4.1 You must notify us immediately if you find the Goods supplied to be defective in any way (which must be no later than 7 days of receipt of the Goods) and allow us an opportunity to investigate.
4.2 Where we have agreed that the Goods are defective then we will supply suitable replacement Goods free of charge provided you have notified us of the defect within the required period.
5. Prices and Payment
5.1 The price for the Goods shall be the price set out in our current price list plus any other charges (including delivery charges) that we are entitled to make under this Agreement.
6.1 As soon as we receive payment for your order we will start making your order so we cannot accept cancellation after payment has been made.
7.1 The Client is permitted to re-sell the Goods to consumers only at the locations specified on the initial application form. Any changes to such locations will require our prior written consent.
7.2 Re-selling of the Goods via the internet is strictly prohibited without our prior written consent. We do not permit Clients to re-sell our Goods on Amazon, eBay or other marketplace websites. You warrant that the Goods will be sold by you direct to consumers and not in bulk to entities for the purposes of re-selling.
7.3 Testers of our products should be available at all times to consumers and should be kept clean, fresh and tidy. The Client must ensure that staff are trained in the unique qualities of our products.
7.4 The Client will not without our prior written consent allow any of our logos or trademarks or other words or marks applied to the Goods to be obliterated, covered, obscured or omitted or to add any additional words or marks.
7.5 Where we have reasonable grounds to believe that you have acted in breach of these Terms and Conditions we may forthwith withdraw our permission for you to sell our Goods and you will no longer be entitled to sell our Goods and to use our logo.
7.6 Discounting of Yellow Gorse products are strictly no more than 20% below the RRP price to ensure a fair practice within our retail stockist worldwide.
8.1 All advertising of our Goods requires the prior written consent of Yellow Gorse. The Client is hereby granted a non-exclusive, revocable, royalty free licence to use the mark “Yellow Gorse” on advertisements which have been approved by us only for the duration of the particular advertising campaign. We do not check advertisements for accuracy or spelling errors. It is your responsibility to ensure that all advertisements and promotional campaigns comply with the British Code of Advertising Practice (or the applicable legislation of the country in which the advertisement is placed) in all respects and you shall keep us indemnified and hold us harmless against any and all expenses, damages, liability, claims and losses of any kind (including reasonable legal fees and costs) incurred by us in connection with any claims actual or threatened, of any kind (including, without limitation, any claim of trademark or copyright infringement, libel, defamation, breach of any statutory or regulatory duty, false or misleading advertising or sales practices) arising from an advertisement and this indemnity may, without limitation, be claimed as a debt or liquidated demand.
8.2 Yellow Gorse is the owner of all Intellectual Property Rights in the mark “Yellow Gorse” including any derivation thereof. You hereby acknowledge such ownership rights and agree that you have no right or claim to the mark. The Client acknowledges that Yellow Gorse places significant value on the Intellectual Property Rights in the “Yellow Gorse” mark and hereby undertakes that it shall not at any time use the “Yellow Gorse” mark or any derivation of the same other than as expressly agreed with Yellow Gorse and in accordance with this Agreement. The Client undertakes that it will not use any trademarks, names or logos which are the same or confusingly similar to or infringe the “Yellow Gorse” mark. You must promptly notify us in writing of any breach of this clause.
8.3 We will indemnify you in respect of any claim or threat by a third party that use of the “Yellow Gorse” mark infringes third party Intellectual Property Rights provided that you notify us immediately in writing of such claim or threat, grant us full conduct in defending such claim or threat and provide us with all reasonable assistance and co-operation in defending such claims or threats.
9. Limitation of Liability
9.1 We disclaim any and all liability to you for the supply of the Goods to the fullest extent permissible under applicable law. This does not affect your statutory rights as a consumer. If we are found liable for any loss or damage to you such liability is limited to the amount you have paid for the Goods. We cannot accept any liability for any loss, damage or expense, including any direct or indirect loss such as loss of profits, to you howsoever arising.
9.2 We shall not be held liable for any failure or delay in delivering the Goods where such failure arises as a result of any act or omission which is outside our reasonable control such as an act of God or those of third parties.
9.3 We do not accept liability for any indirect loss, consequential loss, loss of data, loss of income or profit, loss or damage to property and/or loss from claims of third parties arising out of the use of the Goods delivered by us.
9.4 We shall not be liable for any misrepresentations other than fraudulent misrepresentations.
9.5 Nothing in these Terms and Conditions shall limit or exclude our liability for personal injury or death arising as a direct result of our negligence.
10.1 We may vary these Terms and Conditions at any time by either sending you a copy of the updated version or by publishing the updated version on our website. All Orders made by you following such publication shall be subject to the revised terms and conditions and the placing of an Order shall be taken as your acceptance of such varied terms.
10.2 The Client shall not be entitled to hold itself out as our agent, partner or contractor.
10.3 This Agreement constitutes the entire agreement between you and us. No other terms, statements, representations or promises whether expressed or implied shall form part of this Agreement. In the event of any conflict between these Terms and Conditions and any other term or provision, these Terms and Conditions shall prevail.
10.4 If any term or condition of our Agreement shall be deemed invalid, illegal or unenforceable, we both agree that such term or condition shall be deemed to be deleted and the remainder of the Agreement shall continue in force without such term or condition.
10.5 These Terms and Conditions and our Agreement shall be governed by and construed in accordance with the laws of the United Kingdom,
10.6 No delay or failure on our part to enforce our rights or remedies under the Agreement shall constitute a waiver on our part of such rights or remedies unless such waiver is confirmed in writing.
10.7 It is not intended that the undertakings and obligations of the parties set out in this Agreement shall be for the benefit of and capable of being enforced by any other person by virtue of the Contracts (Rights of Third Parties) Act 1999.
Contact: Yellow Gorse, 27 Commercial Road, Swanage, Isle of Purbeck, Dorset, BH19 2DT email@example.com