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Standard Wholesale Terms & Conditions

Wholesale is only available for Shop Retail Premises, E-Commerce Stores & Sole Traders placing an order in excess of £150.00 excluding VAT.

 

1. DEFINITIONS

 In these Terms and Conditions, the following words shall have the following meanings: –

“The Company” means Hey Jane Ltd

“The Goods” means the products, articles, or accessories which are supplied by The Company

“The Buyer” means the corporate entity firm or person being the purchaser of The Goods

2. MAKING THE CONTRACT

2.1. All orders placed by The Buyer for The Goods are subject to these Terms and Conditions and must be adhered to.

2.2. These Terms and Conditions take precedence over any other terms and conditions which the Buyer might seek to impose.

2.3. No variation of these Terms and Conditions is permitted unless accepted by The Company in writing.

2.4. A quotation provided by The Company is open for a period of 30 days only beginning with the date thereof, provided that The Company does not previously withdraw Any price list issued by The Company can be withdrawn without prior notice.

2.5. A contract is not made between The Buyer and The Company until The Company accepts an order by receiving payment of the first orders, as stipulated.

2.6. Once an order has been placed and the invoice has been issued, The Company will not except changes to the order.

2.7. The Company may offer at its discretion an option for The Buyer to place its first order on a Sale or Return basis. In the event of such agreement the order is limited to the maximum number of units or order value offered by The Company at the time with the addition of the following terms:

  • Sale or Return prices are different from standard wholesale prices and The Buyer will be advised of these at the time of ordering.
  • Sale or Return orders are valid for 30 days. The Buyer is responsible for notifying The Company in writing by the end of the 30 days if it intends to return any or all the order. The confirmation must also detail the items being returned.
  • After 30 days The Buyer will be invoiced without prior notice for either the whole order if no notification to returns has been received by The Company or the whole order minus any items to be returned. In either case The Buyer will also be invoiced for the initial delivery of the order.
  • Returning any part of the order shall be at the sole expense of The Buyer.
  • Sale or Return is only offered on the first order. Any subsequent orders will be on the standard wholesale terms offered by The Company.

2.8. The Buyer will not sell any Goods supplied by The Company at any events at which The Company is also present as a trader unless otherwise agreed in advance and in writing by The Company regardless of whether The Buyer was confirmed as a trader before The Company. Events shall include but are not limited to food festivals, music festivals, trade shows, fairs and any other event at which the opportunity to sell to customers on a face to face basis is available.

2.9. In no circumstances, is The Buyer to sell The Goods on or via Instagram, Facebook or E-Bay and The Company have the right to withdraw from The Buyer’s contract suspending or refusing the right for The Buyer to place or sell any more Goods. Posting, Advertising and Marketing on Social Media is allowed.

3. BRAND IMAGE

3.1. The Buyer will at all times uphold the brand image of The Company and ensure that:

  • All of The Company’s Goods that are available to customers in person are clearly displayed to a high standard, which is maintained regularly by staff.
  • All of The Company’s Goods that are available online in any form are listed using The Company’s official images, which are available via the trade website or on request.
  • The Buyer may only use their own product images with consent from The Company.
  • The Buyer may use their own mages for social posts if they are of products on display or in use or any setting that The Company cannot provide an image for, proving they are of a high standard and uphold the brand image of The Company.
  • The Company reserves the right to require The Buyer to remove or change any image.

4. CANCELLATION

4.1. No cancellation of an order by The Buyer is permitted except where expressly agreed by The Company in writing.

5. TERMS OF PAYMENT

5.1. Unless otherwise agreed in writing and stated on the invoice, all sums become due and payable by The Buyer under these Terms and Conditions no later than 7 days from the date of the invoice by The Company.

5.2. The Goods shall be despatched to The Buyer only once clause 5.1 of these Terms and Conditions have been satisfied.

5.3. If The Buyer fails to fulfil the terms of payment, The Company shall be entitled to demand payment of all outstanding balances whether due or not and/or cancel all outstanding orders whether due or not and/or decline to make further deliveries except on receipt of cash or other satisfactory.

5.4. The Company reserves the right at any time at its discretion to demand security for payment before continuing with or delivering any order.

5.5. If The Buyer has a written agreement for credit and fails to make the payment in the 30 day credit period, The Buyers following order will need to be paid in advance before the credit is reinstated. The Company reserves the right for the credit account to be withdrawn at any time.

6. DELIVERY

6.1. All items due for delivery shall be delivered to the address at which The Buyer’s account is registered, unless The Company is otherwise notified in writing.

6.2. The Company will process the order within 7 – 10 working days.

Shipping charges will apply to The Buyer per weight of the order. Charges are as follows;

In the United Kingdom: postage costs can range from £9 to £15 dependent on weight.

For International postage, the postage costs can range from £13.50 to £30 dependent on the country and the weight.

The invoice created with the order will show the postage costs for The Buyer. The items will be sent via Royal Mail Tracked and Signed for or a courier such as UPS or similar.

The Company reserve the right to increase shipping charges if Couriers increase charges to The Company. The Company will notify The Buyer in writing.

6.3. The Company shall not be liable for any loss whatsoever or howsoever arising caused by its non-delivery or by the failure to make Goods ready for collection on the due date.

6.4. If The Company is prevented from delivering any Goods at the time provided for delivery by reason of Force Majeure The Company (including but not limited to delay in supplies, interference by strikes or non-availability of transport or materials) then the date or period for delivery shall be extended by the duration of the delaying factors. If the delaying factors shall have operated for 12 weeks or more, The Buyer may give written notice to The Company to terminate the contract in respect of those Goods which still remain to be delivered under the contract.

6.5. The Company reserves the right to make delivery by instalments against any order.

6.6. If no date for delivery is stated, deliveries shall be made at a reasonable rate.

6.7. The Company shall not give The Buyer any right to reject The Goods or to claim damages and The Buyer shall accept and pay at the contract rate for the quantity of The Goods.

6.8. If The Buyer shall fail to take delivery of The Goods when delivery is attempted or falls due, The Company shall be considered to have tendered and The Buyer to have refused to accept such delivery. It is the responsibility of The Buyer to follow up on the tracking order number through Royal Mail or courier.

6.9. As an international Buyer, it will be The Buyer’s responsibility to check with their local authority regarding laws, customs clearance, duties and taxes which may occur, and this will need to be paid for by The Buyer of The Goods.

7. RETURNS

7.1. No Goods may be returned by The Buyer except with the prior consent in writing given by The Company. The signature of a delivery note does not constitute consent.

7.2. The Company will only deal with The Buyer and not directly with The Buyers customers and/or clients.

8. INTILLECTUAL PROPERTY

8.1. The drawings, designs, copyright, product ingredients and intellectual property in The Goods shall belong to The Company unless expressly agreed in writing to The Buyer.

8.2. In no circumstances, can The Buyer use the branding as their own. Failure to meet with this clause, will result in The Company terminating the contract with immediate

8.3. In respect of clause 8.2, The Company reserve the right to decline future contracts once terminated.

9. RISK AND THE PASSING OF PROPERTY

9.1. Title in The Goods shall not pass to The Buyer until full payment is made by The Buyer of all invoices and any other charges due to The Company in relation to an order. The Company or its agents shall have the right to enter the premises where The Goods are stored and retake possession of them at any time prior to full payment being received by The Company.

9.2. Risk in the Goods shall pass to the Buyer whenever the first of the following events occurs:

  • The Goods are delivered to The Buyer’s address or such other address notified by The Buyer in writing; or
  • if The Goods are collected, when The Goods are loaded onto transport provided by the Buyer or its agents.

9.3. The Company shall at any time be entitled to allocate any payment made by The Buyer to any invoices or accounts in relation to The Goods as The Company may in its absolute discretion think appropriate and will supersede any allocation of payment to the contrary implied by the Buyer.

9.4. If The Buyer:

  • makes default or commits any breach of its obligations to The Company and fails to remedy such default or breach within a reasonable time not exceeding 14 days; or
  • is involved in any legal proceedings in which its solvency is in question; or
  • is a Company where any meeting is convened, or resolution is passed, to wind it up, or ceases or threatens to cease to trade

then in any such case The Company shall immediately become entitled (without prejudice to its other claims and rights under any contract) to suspend further performance of any contract for such time at The Company discretion think fit and may terminate such contract.

10. INSPECTION / SHORTAGES, ETC.

10.1. The Buyer is under a duty to inspect The Goods on delivery or on collection, whichever is the case.

10.2. Claims for non-delivery must be made within 7 days of the delivery dispatch.

10.3. The Company shall be under no liability for any defect, damage in transit or shortages that would be apparent on careful inspection if a written claim is not delivered to The Company within 48 hours of delivery or collection of The Goods, as the case may be, detailing and providing photographic evidence of the alleged defect, damage or shortfall.

10.4. In all cases where defects, damages or shortages are complained of The Company shall be under no liability in respect thereof unless an opportunity to inspect The Goods is provided to The Company.

10.5. Subject to Clause 10.2, Clause 10.3 and Clause 10.4, The Company shall make good any shortage in The Goods and (where appropriate) replace any Goods which are defective or damaged in transit as soon as it is reasonably able to do so, but otherwise shall be under no liability whatsoever arising from such shortage, defect or damage.

11. WARRANTY

11.1. The Buyer should satisfy itself by inspecting and/or testing samples of The Goods or otherwise to establish that all Goods delivered are of merchantable quality and comply with all relevant legal requirements, and The Buyer will be deemed and conclusively presumed to have done so.

11.2. The Company warrants that on delivery, The Goods are of merchantable quality and comply with all relevant legal requirements.

12. LIABILITY

12.1. The Company shall not be liable for any consequential or indirect loss suffered by The Buyer whether this loss arises from breach of duty in contract or in any way (including loss arising from The Company’s negligence).

12.2. The Company’s total liability for any one claim or for the total of all claims arising from any one act of default of The Company (whether arising from The Company’s negligence or otherwise) shall not exceed the contract price.

13. ASSIGNMENT

13.1 The Buyer shall not assign or transfer the contract or the benefits thereof to any other person without the prior written consent of The Company.

14. PROPER LAW AND JURISDICTION

14.1. The contract shall be governed by and construed in accordance with the laws of England.

15. WAIVER

15.1. The rights and remedies of The Company under the contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by The Company, nor by any failure of or delay by The Company in asserting or exercising any such rights or remedies.

16. HEADINGS

16.1. The headings of these Terms and Conditions are for convenience only and shall have no effect on the interpretation thereof.