TERMS AND CONDITIONS OF TRADE
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.
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.
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.
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.
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.
DATA PRIVACY NOTICE
1. Why this privacy notice?
Widdop Bingham & Co Ltd is a “data controller”. This means that we are required under data protection legislation to notify you of how we will process your personal data. This notice will explain how we collect your personal data, its use, storage, transfer and security. We will also explain what rights you have in relation to how we process your personal data. It is important that you read this notice, together with any other privacy notice we may provide, so that you are aware of how and why we are processing your personal data. This notice does not form part of any contract to provide services. We may update this notice at any time.
2. What are our obligations to you in relation to how we process your personal data?
We are required by law to ensure that when processing any of your personal data that it is:
• Used lawfully, fairly and in a transparent way.
• Collected only for valid purposes that we have clearly explained to you and not used in any way that is incompatible with those purposes.
• Relevant to the purposes we have told you about and limited only to those purposes.
• Accurate and kept up to date.
• Kept in a form which permits you to be identified for only as long as necessary for the purposes we have told you about.
• Kept securely.
3. What personal data will we collect, use and store about you?
• Your name, salutation, (business-) addresses, contact numbers, and (business) email addresses.
• Location of employment or workplace.
• CCTV footage obtained through electronic means to monitor the car park(s) and reception.
4. How do we collect your personal data?
We collect your personal data by a variety of means. You can fill in a dorm on our website, you could call our customer services or you could have given us your details in an email or via a business card.
5. How will we use your personal data?
For the most part we will use your personal data for one of the following lawful bases:
a) Where we need to perform the business relationship we have entered into with you, for instance if you order products from us.
b) Where we need to comply with a legal obligation.
There are other rare occasions where we may use your personal data, which are:
c) Where we need to protect your interests (or someone else’s interests).
d) Where it is needed for official purposes.
6. When will we use your personal data?
We will use your personal information for specific purposes. The list below describes the purpose of our processing, the personal data involved (from clause 3 above) and the lawful basis for our processing (from clause 5 above):
Providing relevant information on our products (New products, Sale, Exhibitions, etc.)
Sending you information on orders placed, product deliveries and invoice enquiries.
Complying with health and safety obligations, completion of accident book and RIDDOR reporting
Prevention of fraud through CCTV monitoring
Gathering data analytics to assess conversion, retention and attrition rates
It’s possible that some of the grounds for processing will overlap.
7. Your failure to provide information
We will only ask you to provide information which we believe is necessary for the performance of the business relationship (for example business bank account details) or our associated legal obligations. If you fail to provide certain information when requested we may not be able to meet our contractual obligations to you or we may not be able to fulfil our legal obligations.
8. What happens if we need to use your personal data for a new purpose?
We will only use your personal data for the stated purposes, unless we consider that there is a need to use it for another reason and that reason is compatible with the original purpose. However, if we consider that it is necessary and reasonable to use your personal data for an unrelated purpose, we will notify you and explain the legal basis which allows us to do so.
There may be circumstances where we have to process your personal data without your knowledge or consent, where this is required by law and in compliance with the above rules.
9. Will we share your personal data with third parties?
In order to meet our legal obligations connected with your business relationship it is necessary to share your personal information with certain third parties (such as distribution companies). We also need to share your data when we have legitimate business reasons for doing so and also where it is necessary in order to perform your business contract.
10. Third party service providers and data security
Third party service providers are only permitted to process your personal data in accordance with our specified instructions. They are also required to take appropriate measures to protect your privacy and personal information. We do not allow your information to be used by the third parties for its own purposes and business activities.
11. Will we transfer your personal data outside of the European Economic Area (EEA)?
We do not transfer personal data outside the EEA
12. How do we ensure your personal data is secure?
We take your privacy and protection of data very seriously. Consequently, we have put in place appropriate security measures to prevent unauthorised use of your personal data. Details of the measures which are in place can be obtained from the company on request. We will notify you and any applicable regulator of any suspected unauthorised use of your personal data.
13. How long will we keep your personal data?
We will retain your personal data for as long as is necessary to fulfil the purposes for which it was collected for. Details of retention periods for specific purposes are available in our data retention policy which is available from the company on request. When your business relationship comes to an end with our business we will either retain or securely destroy your personal data in accordance with our data retention policy or other applicable laws and regulations.
14. Your duty to inform us of any changes
In order that we can ensure that the personal data we hold in relation to you is accurate, it is important that you keep us informed of any changes to that data.
15. What rights do you have in respect of how we use your personal data?
Subject to legal limitations you have the right to:
• Request access to your data: You can ask us to provide a copy of the personal data we hold about you.
• Request corrections to be made to your data: If you think that your personal data is incomplete, inaccurate you can ask us to correct it.
• Request erasure of your data: If you consider there is no lawful basis for us to continue processing your data you can ask for that data to be deleted or removed.
• Object to the processing of your data: If our lawful basis for processing your data relates to a legitimate business interest (or third party interest) you can raise an objection to that interest. You can also object to us using your information for direct marketing purposes.
• Request that processing restrictions be put in place: If you believe that your information is being processed without a lawful reason or that the information is incorrect you can request that a freeze/restricting is placed on the processing of the information until your concerns are addressed.
• Request a transfer of your personal data: You can ask us to transfer your personal data to a third party.
If you wish to exercise any of the above rights please contact the company in writing.
16. Will I have to pay a fee?
You will not be expected to pay a fee to obtain your personal data unless we consider that your request for access to data is unfounded or excessive. In these circumstances we may charge you a reasonable fee or refuse to comply with your request.
17. Confirmation of identity
Whenever you make a request for access to personal data, we may request specific information to confirm your identity. This is usually done to ensure that we are releasing personal data to the correct person.
18. Right to withdraw your consent
If we have asked for your written consent to obtain information, you have the right to withdraw your consent at any time. To withdraw your consent please contact the company or click the unsubscribe link in any email, addressed to you. Once we receive your notice of withdrawal we will cease processing your data unless we have any other lawful basis on which to continue processing that data.
19. Important information about this privacy notice
We reserve the right to amend or update this privacy notice at any time. We will provide you with a new notice when we make any updates.
20. How to make a complaint
To exercise all relevant rights, queries or complaints please in the first instance contact our sales team on email@example.com or contact us on +44 161 688 1226 . If this does not resolve your complaint to your satisfaction, you have the right to lodge a complaint with the Information Commissioners Office on 03031231113 or via email https://ico.org.uk/global/contact-us/email/ or at the Information Commissioner's Office, Wycliffe House, Water Lane, Wilmslow, Cheshire, SK9 5AF, England.