Terms & Conditions

TERMS AND CONDITIONS OF TRADE

1. Introduction

a) In these conditions “the Seller” shall mean Widdop, Bingham & Co Ltd, “the Buyer” shall mean the person, firm or company purchasing the

Goods (named above) and “the Goods” means the Goods, materials or services the subject of the Contract between the Seller and the Buyer.

b) All Contracts of sale of Goods incorporate these conditions so far as such conditions are not varied by any special terms or conditions agreed in

writing between the parties. Any terms and conditions of the Buyer, which are inconsistent with these conditions, shall have no effect. Any

variation of the Contract will become binding only if confirmed in writing by the Seller.

2. Orders

a) No Order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing (which shall include telex,

cable, facsimile transmission, and comparable means of communication) by the Sellers authorised Representative.

b) The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order submitted by the Buyer and for giving the Seller

any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

c) The quantity, quality and description of the Goods shall be those set out in the Sellers quotation (if accepted by the Buyer) or the Buyers orders

(if accepted by the Seller).

d) No order which has been accepted by the Seller may be cancelled by the Buyer, without the agreement in writing of the Seller and on terms that

the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used,

damages, charges and expenses incurred by the Seller as a result of cancellation.

3. Terms of Payment

a) Subject to any special terms agreed in writing between the Buyer and the Seller, the Buyer shall pay the price of the Goods within 30 days of the

date of the Seller’s invoice, notwithstanding that delivery may not have taken place and the property in Goods has not passed to the Buyer. The

time of payment of the price shall be the essence of the Contract.

b) If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller

shall be entitled to (1) cancel the Contract or suspend any further delivery to the Buyer (2) appropriate any payment made by the Buyer to such

of the Goods (or the Goods supplied under any other Contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding

any purported appropriation by the Buyer) and (3) charge the Buyer interest (both before and after any Judgement) on the amount unpaid at the

rate of 5% per annum above the base rate of Lloyds Bank Plc from time to time, until payment in full is made (a part of the month being treated

as a full month for the purpose of calculating interest).

c) The price of the Goods shall be the Sellers quoted price or, where no price has been quoted (or a quoted price is no longer valid) the price listed

on the Sellers published price list, current at the date of delivery of the Goods.

4. Risk and Title

a) Risk or damage to or loss of the Goods shall pass to the Buyer on delivery to the Buyer or to a delivery address nominated by the Buyer or to the

Buyer’s carrier. Title, however shall only pass to the Buyer when payment in full in cash or cleared funds has been received by the Seller for all

Goods whatsoever supplied at anytime by the Seller to the Buyer, or if the Goods have been mixed in the course of manufacture with other

Goods such that they have lost their identity.

b) If any payments are overdue or the Buyer commits any act of bankruptcy or if a limited company satisfies any statutory ground for winding up

by the court or voluntarily (other than for the purposes of amalgamation or reconstruction) then without prejudice to any other remedies the

Seller may terminate any subsisting Contracts with the Buyer and by its servants or agents enter the Buyer’s premises to recover the Goods in

respect of which title has not passed.

c) Until title has passed the Buyer shall hold the Goods as the Seller’s bailee in a fiduciary capacity. The Goods may be resold by the Buyer in the

ordinary course of business as the Seller’s agent to the intent that as between the Buyer and any third party purchasing from the Buyer the Buyer

sells as principal but as between the Seller and Buyer the Buyer sells as agent for the Seller to whom the Buyer remains fully accountable and

until resale or the passing of title (whichever shall first occur) the Buyer shall if the Seller so requires store the Goods in such a way that they can

be clearly recognised as the property of the Seller. The fiduciary relationship shall continue in respect of the proceeds of the sale which must

first be used to discharge the outstanding indebtedness to the Seller in priority to any other claim and in this respect the Buyer shall keep a clear

and careful account of all Goods resold by him in respect of which title has not passed to the Buyer prior to the time of such sub-sale so as to

facilitate the tracing of the said proceeds of sale. The Buyer shall also assign to the Seller at the Buyer’s request any unpaid debts arising from

such sales to third parties where title in the Goods has not passed prior to the sale. The Seller shall pursue such debts and thereafter return to

the Buyer any monies recovered in excess of the sums owing and its reasonable cost and expenses of pursuing the claim.

d) Nothing in this clause shall confer any right to the Buyer to return any Goods to the Seller unless otherwise agreed by the Seller.

5. Buyers Claim

a) Any claim by the Buyer which is based on any defect in the quality or condition of the Goods (whether or not delivery is refused by the Buyer)

or non delivery of the whole or part of the Goods shall be notified to the Seller within 48 hours of the delivery. If delivery is not refused, and the

Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such

defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

b) Where any valid claim in respect of any Goods which is based on any defect in the quality or condition of the Goods or their non-delivery is

notified to the Seller in accordance with these conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge

or, at the Sellers sole discretion refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no

further liability to the Buyer.

c) Any Goods to be returned to the Seller by virtue of this clause will be accepted for refund only if returned in the boxes in which they were

originally supplied.

6. Territory Regulations

Widdop products are manufactured to be compliant with the regulations in place in the territory to which the products are physically delivered to the

Customer (the “Intended Territory”). Widdop products are NOT tested for all territories worldwide. To the extent that the Customer resells Widdop

products outside of the Intended Territory, the Customer expressly agrees that it is their sole responsibility to ensure that such Widdop products are tested

appropriately for the new territory and that such Widdop products meet all the required standards prior to sale into the new territory. The Customer agrees

that Widdop shall have no liability for any claims made in relation to Widdop products that are sold outside of the Intended Territory. The Customer agrees

to indemnify Widdop in respect of all costs relating to product liability for harm (death or injury to any natural person, an illness of any natural person, any

loss of, or physical damage to any movable or immovable property and economic loss) arising from any action or claim in relation to Widdop products resold

by the Customer outside of the Intended Territory.

For the avoidance of doubt IT IS HEREBY AGREED that nothing in these terms and conditions or the Contact between the parties shall in any

way be construed as a Contract on a sale or return basis.

RESELLER LICENCE AGREEMENT

A. Widdop and Co. designs, sources, markets, sells and distributes a comprehensive range of giftware products to resellers under several trade marks – The Aromatherapy Co, Amore, Best of Breed, Naturecraft, Bambino, Just 4 Kids, Compendium, Crystocraft, Elum Designs, Hestia, The Happy News, Country Living, Home Living, Impressions, Juliana Collection, Harvey Makin, New View, Disney, Rhythm, RSPCA, Celebrations, Stratton, Hometime, Sophia, Wendy Jones Blackett, Wm Widdop, Christmas Markets and any future brand or license created by Widdop and Co. - for which it has and owns intellectual property and copyright in its product designs, company and brand logos, product images, product names and descriptions and all other material associated with the marketing, sale and distribution of its products within the UK and Ireland (individually and collectively referred to as “Widdop and Co.’s Intellectual Property and Copyright Material”).

B. The Reseller is a designated and approved reseller of Widdop and Co. products within the UK and/or Irish market and wishes to use Widdop and Co.’s Intellectual Property and Copyright Material to advertise, market, promote and sell Widdop and Co. products to consumers within the UK and/or Irish market via the internet.

C. Widdop and Co. has agreed to grant a license to the Reseller to use Widdop and Co.’s Intellectual Property and Copyright Material for the use of advertising, marketing, promoting and selling Widdop and Co. products to consumers within the UK and/or Irish market via the internet subject to the following terms and conditions.

NOW IT IS HEREBY AGREED:

1. Unless otherwise notified to the contrary by Widdop and Co. in accordance with this Agreement, the Reseller has met the pre-authorisation criteria outlined in schedule 1 (or as amended from time to time) and continues to meet and adhere to both the pre-authorisation criteria and the terms and conditions of this Agreement for the duration of this agreement.

2. The Reseller is only entitled and licensed to use Widdop and Co.’s Intellectual Property and Copyright Material on websites approved by Widdop and Co. and as detailed in Schedule 2 (or as amended from time to time)(“Approved Websites”).

3. The Reseller is not permitted to use Widdop and Co.’s Intellectual Property and Copyright Material on any website, third party auction site or portal not listed and agreed in Schedule 2 as Approved Websites. Special consideration for sales on third party websites may be considered but will be on a special exception and case by case basis and shall be added to Schedule 2 by written agreement of the parties before any sales are made on such website by the Reseller.

4. Unless otherwise agreed by Widdop and Co., the Reseller will only use the product images and descriptions provided by Widdop and Co. and their use shall be restricted to the advertising, marketing, promoting and selling Widdop and Co. products to consumers within the UK and/or Irish market via Approved Websites and for no other use.

5. It is the Reseller’s sole responsibility to ensure that it does not breach the Sale of Goods Act or mislead consumers by advertising, promoting or offering Widdop and Co. products at prices that suggest or infer that a discount is being applied off a previously available selling price unless the provisions and conditions stipulated within the legislation have been met).

6. The Reseller must refrain from presenting or promoting the Widdop and Co. brand and its product in a manner that, at the sole discretion of Widdop and Co., may demean, devalue or diminish the Widdop and Co. brand, product or company name.

7. So long as the Reseller fully meets and continues to adhere to the pre-qualification criteria and the terms and conditions of this agreement, Widdop and Co. will, at its sole discretion, provide the Reseller with the necessary Widdop amd Co.’s Intellectual Property and Copyright Material to list, promote and advertise, market, promote and sell Widdop and Co. products to consumers within the UK and/or Irish market via the Reseller’s Approved Websites. Whilst Widdop and Co. will endeavour to ensure the accuracy of such data and information provided, it cannot be held responsible or liable whatsoever for any damages or losses resulting from the inaccurate or incorrect provision of such data and information.

8. All products featured on the internet by the Reseller must be stocked and previously ordered by the Reseller. We will not guarantee to hold any back up stocks. The Reseller should be aware of the laws concerning minimum delay times from order receipts, as “etailing” is the same as mail order from the consumers point of view – all deliveries must be within 28 days or their money back.

9. Products sold over the internet and despatched by the Reseller must carry damage/loss insurance. Widdop and Co. cannot be held responsible for any items damaged in transit. Any extra packing for mail order despatch is the Reseller’s responsibility.

10. Widdop and Co. can revoke and withdraw the Reseller’s license to use Widdop and Co.’s Intellectual Property and Copyright Material at any time and without the need to provide any reason. Upon revocation, withdrawal or refusal of a license, the Reseller must immediately remove all Widdop and Co.’s Intellectual Property and Copyright Material from its website and refrain from further use or reference to Widdop and Co.’s Intellectual Property and Copyright Material. Widdop and Co. will not be liable whatsoever (financial or otherwise) for any consequences arising from the revocation, withdrawal or refusal of the license.

11. This Agreement, unless revoked or withdrawn by Widdop and Co., will remain in place for a period of twelve months from the commencement date and, will be reviewed at the end of the period. The license would then be automatically renewed or terminated after the twelve month period at the sole discretion of Widdop and Co.

12. Widdop and Co. may assign this Agreement and the rights and obligations thereunder to any company which is for the time being a subsidiary of Widdop and Co. or the holding company of Widdop and Co. or a subsidiary of such holding company but no further or otherwise.

13. This Agreement is personal to the Reseller, which may not without the written consent of Widdop and Co., assign, mortgage, charge or dispose of any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder.

14. Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the parties.

15. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, supersedes all previous agreements and understandings between the parties with respect thereto, and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.

16. The Reseller acknowledges that, in entering into this Agreement, it does not do so on the basis of, and does not rely on, any representation, warranty or other provision made or deemed made by Widdop and Co. except as expressly provided herein, and all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.

17. If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or part, this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.

18. This Agreement shall be governed by and construed in all respects in accordance with the Laws of England, and each party hereby submits to the non-exclusive jurisdiction of the English Courts.

Schedule 1

Pre-Authorisation Criteria

Only Resellers who meet ALL the following pre-Authorisation criteria (or as otherwise agreed and approved by Widdop and Co.) will be eligible to be granted a license to use Widdop and Co.’s Intellectual Property and Copyright Material in order to advertise, market, promote and sell Widdop and Co. products on the internet:

1. The Reseller must have a good payment history with Widdop and Co. with invoices paid on time, in full and a commitment to pay all future invoices on the agreed credit term. Resellers who do not pay to the agreed terms will be at risk of having their license revoked.

2. The Reseller’s retail premises, website, product/brand presentation and customer service should be in keeping with Widdop and Co.’s image and brand positioning.

3. The Reseller must demonstrate a marketing strategy that reinforces and develops Widdop and Co.’s Intellectual Property and Copyright Material positively in the relevant market place.

Schedule 2

Widdop and Co.’s Recommended Retail Pricing Policy

To enable the success of all resellers of Widdop and Co. products through all channels, Widdop and Co. suggests that the total delivered price for Widdop and Co. products sold via third party websites should be a minimum mark up of 2.5x normal trade price (including VAT at 20%). For example, a product with a normal trade price of £8.99 would retail, delivered, for £22.47 or above.

This is for guidance only.