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Terms & Conditions

TERMS AND CONDITIONS OF TRADE

These Terms and Conditions govern all sales and supplies of goods and services by Widdop & Co. (“Widdop”, “Seller”, “we”, “us”, or “our”) to the customer (“Customer”, “Buyer”, “you”, or “your”), including standard wholesale supply, direct despatch and dropship fulfilment services.

1. Definitions and Interpretation

1.1 In these Terms, “Seller” means Widdop, Bingham & Co Ltd, “Buyer” or “Customer” means the person, partnership, business or company purchasing Goods or services from the Seller, and “Goods” means all goods, products, packaging, materials and/or services supplied by the Seller. “Contract” means any agreement between the Seller and the Buyer for the sale and purchase of Goods. “Direct Despatch” or “Dropship Service” means any arrangement whereby the Seller dispatches Goods directly to the Buyer’s customer, consumer or nominated delivery address. “Business Day” means any day other than Saturdays, Sundays or public holidays in England and Wales. “Intended Territory” means the territory into which the Goods are originally supplied by the Seller.

1.2 These Terms apply to all Contracts and supersede any terms proposed by the Buyer unless expressly agreed in writing by the Seller.

1.3 Any variation to these Terms shall only be binding if agreed in writing by an authorised representative of the Seller.

2. Orders

2.1 No order submitted by the Buyer shall be deemed accepted unless and until confirmed in writing by the Seller, including by email or electronic ordering systems.

2.2 The Buyer shall be responsible for ensuring the accuracy of all order details, delivery information, product selections and customer information supplied to the Seller and for providing all information necessary to enable fulfilment of the order.

2.3 The quantity, quality and description of the Goods shall be those stated in the Seller’s quotation, order confirmation or published price list current at the date of dispatch.

2.4 No order accepted by the Seller may be cancelled, amended or postponed without the Seller’s prior written consent. The Seller reserves the right to charge the Buyer for all losses, administrative costs, labour, materials, storage costs, carrier charges and loss of profit arising from any cancellation or amendment.

2.5 The Seller reserves the right to refuse or cancel any order at its sole discretion, including where Goods are unavailable, pricing errors have occurred, fraud or unauthorised activity is suspected, or where the Buyer is in breach of these Terms.

2.6 Any stock availability information, inventory feed or estimated stock level supplied by the Seller is indicative only and does not constitute a guarantee of stock availability. The Seller shall not be liable for overselling, stock discrepancies, inventory synchronisation delays, feed errors or temporary stock inaccuracies.

2.7 All orders for bespoke, made-to-order goods, or non-standard goods (“Bespoke Orders”) shall be subject to a separate written agreement duly executed between the Company and the Customer. The Customer acknowledges and agrees that such separate agreement shall set out the applicable terms relating to, including but not limited to, production, delivery or collection timeframes, and any storage arrangements and charges.

3. Pricing

3.1 Goods shall be invoiced at the Seller’s quoted price or, where no quotation exists, at the price current at the date of dispatch.

3.2 All prices are exclusive of VAT, import duties, customs charges, delivery surcharges, fuel surcharges and any other applicable taxes unless otherwise stated.

3.3 The Seller reserves the right to amend prices prior to dispatch where increases occur in supplier costs, freight charges, exchange rates, tariffs, duties or other costs beyond the Seller’s reasonable control.

4. Terms of Payment

4.1 Unless otherwise agreed in writing, payment shall be due in accordance with the terms set out on the relevant invoice. Time for payment shall be of the essence.

4.2 If the Buyer fails to make payment when due, the Seller may, without prejudice to any other rights, suspend deliveries, cancel outstanding orders, withdraw credit facilities, require advance payment for future orders and/or charge interest on overdue sums at 5% per annum above the Bank of England base rate applicable from time to time accruing daily until payment is made in full.

4.3 The Seller may allocate payments received against any outstanding invoice at its discretion.

4.4 The Buyer shall indemnify and keep indemnified the Seller against any liability, cost, claim or enforcement action arising under this clause 4.

5. Delivery and Direct Despatch Services

5.1 Delivery dates are estimates only and time shall not be of the essence unless expressly agreed in writing by the Seller. The Seller shall not be liable for delay caused by carrier disruption, customs delays, stock shortages, force majeure events or any circumstances beyond the Seller’s reasonable control.

5.2 Delivery shall be deemed completed upon unloading at the delivery address, collection by the Buyer or carrier, or delivery to the nominated recipient.

5.3 Where Goods are supplied using the Seller’s Direct Despatch or Dropship Service, the Seller acts solely as fulfilment provider and the Buyer remains the retailer of record and seller to the end customer. The Buyer shall remain responsible for all customer-facing obligations.

5.4 The Buyer shall provide accurate delivery addresses, customer contact information, order references and shipping instructions. The Seller shall not be liable for delays, failed deliveries or losses resulting from inaccurate information supplied by the Buyer.

5.5 Delivery timeframes for direct despatch orders are estimates only and are not guaranteed. The Seller does not guarantee carrier performance, final-mile delivery windows, uninterrupted fulfilment services or delivery times quoted by third-party couriers.

5.6 The Seller reserves the right to refuse direct despatch orders, consolidate shipments, substitute carriers or apply additional charges for remote locations or special handling requirements.

5.7 Unless otherwise agreed in writing, parcels may contain Seller identification, Seller-branded packaging may be used and packing formats shall remain at the Seller’s discretion.

5.8 The Buyer shall ensure compliance with all applicable consumer protection laws, marketplace rules, product listing requirements, ecommerce regulations and distance selling legislation.

5.9 The Seller shall not be liable for marketplace suspensions, account restrictions, listing removals, negative reviews, chargebacks, seller penalties, ranking reductions or loss of marketplace selling privileges.

5.10 The Seller reserves the right to reject any order suspected of fraud, abuse, resale restriction breaches or regulatory non-compliance.

5.11 The Seller shall not be liable for delays or failures caused by courier operational issues, customs clearance delays, weather events, failed delivery attempts, recipient unavailability or incorrect delivery information supplied by the Buyer.

5.12 The Buyer acknowledges that the Seller may use third-party logistics providers, warehouse operators and carriers to fulfil direct despatch orders.

5.13 The Buyer remains solely responsible for customer service, customer communications, refunds, cancellations, consumer claims, chargebacks, statutory consumer rights obligations and all obligations owed to end consumers.

5.14 The Buyer shall ensure that all product listings, descriptions, warnings, compliance information and pricing displayed to consumers are accurate and legally compliant.

5.15 Where the Buyer uses the Seller’s Dropship Service, the Buyer is authorised to list, market and resell the Goods solely via the Buyer’s own website(s) and the following approved marketplaces: eBay, TikTok Shop and Wish. The Buyer shall not, without the Seller's prior express written consent, list, advertise, market or sell the Goods on any other platform, marketplace, application or sales channel. Any such consent must be obtained in advance by the Buyer entering into the Seller’s Amazon & Approved Marketplace Reseller & Brand Representation Agreement, and may be withheld, conditioned or otherwise managed by the Seller in its sole and absolute discretion.

6. Risk and Title

6.1 Risk in the Goods passes upon delivery to the Buyer, the Buyer’s carrier or the nominated delivery address or end customer.

6.2 Title to the Goods shall not pass until the Seller has received payment in full for the Goods supplied and all sums owed by the Buyer.

6.3 Until title passes, the Buyer shall hold the Goods as fiduciary bailee for the Seller and shall ensure that the Goods remain identifiable as the Seller’s property wherever reasonably possible. The Buyer may resell the Goods only in the ordinary course of business.

6.4 If the Buyer becomes insolvent or breaches payment obligations, the Seller may terminate Contracts, suspend deliveries and/or enter premises to recover Goods for which title has not passed.

6.5 Nothing in these Terms grants the Buyer any automatic right to return Goods.

7. Inspection, Claims and Returns

7.1 The Buyer must inspect Goods immediately upon delivery.

7.2 Claims relating to shortages, damage, defects or non-delivery must be notified to the Seller within 48 hours of delivery or expected delivery. Failure to notify the Seller within this period shall constitute acceptance of the Goods.

7.3 The Seller may, at its sole discretion, replace Goods, issue a credit note or refund the purchase price. The Seller shall have no further liability beyond these remedies.

7.4 Returned Goods without prior written authorisation may be refused. Returned Goods must be unused, in original packaging and in resaleable condition.

7.5 For direct despatch orders, the Buyer remains responsible for managing consumer returns unless otherwise agreed in writing.

7.6 The Seller reserves the right to reject consumer returns, charge handling fees, deduct repackaging costs and/or refuse credit for Goods unsuitable for resale.

7.7 Where the Seller agrees to process returns on behalf of the Buyer, the Seller acts solely as logistics provider and accepts no responsibility for the Buyer’s compliance with consumer legislation.

8. Territory Regulations and Product Compliance

8.1 Widdop products are manufactured and tested only for compliance within the Intended Territory.

8.2 Where the Buyer exports or resells Goods outside the Intended Territory, the Buyer shall be solely responsible for ensuring compliance with all applicable laws, regulations and standards.

8.3 The Seller accepts no liability for claims arising from resale outside the Intended Territory.

8.4 The Buyer agrees to indemnify the Seller against all losses, liabilities, claims, damages, costs and expenses arising from non-compliant resale outside the Intended Territory.

9. Ecommerce and Marketplace Compliance

9.1 The Buyer is solely responsible for compliance with all applicable ecommerce laws, consumer protection legislation, distance selling regulations, online marketplace rules, import/export obligations and product listing requirements.

9.2 The Buyer warrants that all product listings and marketing materials are accurate, comply with applicable laws, do not infringe third-party rights and properly represent the Goods.

9.3 The Seller gives no warranty that the Goods, packaging, labelling or product data shall satisfy the requirements of any particular marketplace, online platform or territory unless expressly agreed in writing.

9.4 The Seller shall not be liable for delisting, suspension, penalties, fines, account restrictions or loss of marketplace selling privileges.

10. Data Protection

10.1 Where the Seller processes personal data on behalf of the Buyer for direct despatch fulfilment purposes, the Buyer shall remain the data controller and the Seller shall act solely as data processor.

10.2 The Buyer warrants that it has obtained all necessary lawful permissions and consents for sharing personal data with the Seller.

10.3 The Seller shall process personal data only for fulfilment purposes, in accordance with applicable data protection laws and no longer than reasonably necessary.

10.4 The Buyer shall indemnify the Seller against claims, fines, losses or liabilities arising from the Buyer’s breach of applicable data protection legislation.

11. Limitation of Liability

11.1 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or any liability which cannot lawfully be excluded.

11.2 Subject to Clause 11.1, the Seller shall not be liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, reputational damage, loss of goodwill, marketplace penalties, indirect loss or consequential loss whether arising in contract, negligence, tort or otherwise.

11.3 The Seller’s total liability in relation to any claim shall not exceed the invoice value of the Goods giving rise to the claim.

12. Force Majeure

12.1 The Seller shall not be liable for delay or failure caused by events beyond its reasonable control including acts of God, pandemics, strikes, transport disruption, cyber incidents, supplier failures, import/export restrictions or governmental action.

13. Intellectual Property and Branding

13.1 All trademarks, product images, descriptions, catalogues and branding remain the property of the Seller or its licensors.

13.2 The Buyer may use approved product content solely for the purpose of reselling genuine Widdop products.

13.3 The Buyer shall not alter packaging, remove compliance markings, misrepresent product origin or use the Seller’s intellectual property in a misleading manner.

14. No Sale or Return

14.1 For the avoidance of doubt, nothing in these Terms or any Contract between the parties shall be construed as a sale-or-return arrangement unless expressly agreed in writing by the Seller.

15. Entire Agreement

15.1 These Terms constitute the entire agreement between the parties and supersede all previous agreements, discussions, negotiations and representations relating to the Contract.

16. General

16.1 Failure by the Seller to enforce any provision shall not constitute a waiver of rights.

16.2 If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.3 These Terms and any Contract between the parties shall be governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction.

Trade Account Application Declaration

By applying for a trade account and/or placing orders with Widdop, Bingham & Co Ltd, the Buyer confirms that the information supplied is accurate and complete; the signatory is authorised to enter into legally binding agreements on behalf of the Buyer; the buyer has understood the Terms and Conditions of trade; the Buyer agrees to be bound by these Terms and Conditions as amended from time to time and all orders placed with Widdop, Bingham & Co Ltd shall be subject to these Terms and Conditions.



Amazon & Approved Marketplace Reseller & Brand Representation Agreement

(UK – Widdop & Co | Brand Registry Controlled Framework)

1. Parties

This Agreement is made between:
(1) Widdop Bingham & Co Ltd (trading as Widdop & Co), registered in England and Wales (Company No. 00171327) whose registered office is at Broadgate, Broadway Business Park, Chadderton, Oldham, OL9 9XE (“Widdop”); and
(2) A company incorporated in any jurisdiction, with registered office and registered number as applicable (“Reseller”).

2. Definitions

“Widdop Brands” means all trademarks, brand names, product ranges and intellectual property owned, controlled, distributed or licensed by Widdop, including those referenced in existing agreements and any future brands, sub-brands or product lines introduced by Widdop.

“Associated Brands” means all non-trademarked ranges, collections, trading names, licensed third-party brands, and any collaborative, seasonal or exclusive product lines supplied by Widdop.

“Widdop Brand Framework” means the unified commercial, operational and brand control structure under which all Widdop Brands and Associated Brands are governed, including enforcement through Amazon Brand Registry or other online marketplace registry.

“Approved Platform” means Amazon and other online marketplaces authorised by Widdop.

3. Brand ownership & Amazon Brand Registry control

3.1 The Reseller acknowledges that all Widdop Brands and Associated Brands form part of a single unified brand ecosystem under the ownership, control, and governance of Widdop.

3.2 For the purposes of Approved Platform operation, all such brands shall be treated as falling within Widdop’s Brand Registry authority, irrespective of individual trademark status or licensing arrangements.

3.3 Widdop retains sole and exclusive control over brand governance including, without limitation:

  • Brand Registry enrolment and administration
  • ASIN creation, ownership, and structure
  • Listing content, images, and data integrity
  • Contribution rights and content authority
  • Brand positioning, categorisation, and representation
  • Enforcement actions and marketplace intervention

3.4 The Reseller shall not:

  • Attempt to register or claim ownership of any Widdop or Associated Brand
  • Challenge or interfere with Brand Registry control
  • Represent itself as brand owner or rights holder
  • Create conflicting or unauthorised brand records

4. Grant of licence

4.1 Widdop grants a limited, non-exclusive, revocable, non-transferable licence to the Reseller to market and sell Widdop products on the Approved Platform.

4.2 This licence is strictly conditional upon compliance with this Agreement and may be withdrawn at any time at Widdop’s sole discretion.

4.3 The Reseller operates as an independent undertaking. Nothing in this Agreement shall restrict or influence the Reseller’s freedom to determine its own resale prices or commercial strategy, subject to applicable law.

4.4 No rights, title, goodwill or ownership in any Widdop Brand or Associated Brand shall pass to the Reseller.

5. Brand representation & content standards

5.1 The Reseller must:

  • Use only approved product data, images and descriptions, listed only by Widdop.
  • Ensure all listings are accurate, complete, and not misleading, in liaison with Widdop where required.
  • Maintain consistency with Widdop’s brand positioning and presentation standards.

5.2 The Reseller shall not:

  • Modify or present content in a way that misrepresents the product.
  • Create misleading, duplicated or conflicting listings.
  • Associate Widdop products with inaccurate categories or claims.
  • Present products in a manner that demeans, devalues or diminishes brand perception.

5.3 The Reseller acknowledges that brand integrity is fundamental, and any conduct that in Widdop’s reasonable opinion damages or risks damaging brand reputation shall constitute a material breach of this agreement.

5.4 Widdop and Co. are not responsible for any legacy listings that resellers are unable to use, including cases where products require re-labelling for FBA due to misbranding or other listing-related issues. While Widdop and Co. will provide reasonable support to help correct listing issues where possible and in line with Amazon and/or Approved Platform policy, we cannot guarantee the availability, reinstatement, or continued usability of any listing.

6. Pricing, competition law & misrepresentation

6.1 The Reseller shall remain entirely free to determine its resale prices.

6.2 Nothing in this Agreement shall directly or indirectly fix resale prices, impose minimum resale prices, or restrict pricing independence.

6.3 The Reseller must comply with all applicable legislation including:

  • Consumer Protection from Unfair Trading Regulations 2008
  • Business Protection from Misleading Marketing Regulations 2008
  • Competition Act 1998

6.4 The Reseller shall not engage in misleading pricing practices, including:

  • False “was/now” or reference pricing
  • Artificial or non-genuine discounts
  • Inflated prior pricing to suggest savings
  • Any pricing presentation likely to mislead the average consumer

6.5 Pricing must be truthful, transparent, and capable of substantiation.

6.6 For the avoidance of doubt, while lawful price competition is permitted, pricing practices which are misleading, deceptive, or which undermine consumer trust in Widdop Brands shall constitute a material breach of this agreement.

7. Intellectual property

7.1 All intellectual property rights remain vested in Widdop and/or its licensors.

7.2 The Reseller is granted a limited licence solely for the purpose of selling Widdop products on the Approved Platform.

7.3 Upon termination or revocation, the Reseller must immediately cease all use of Widdop intellectual property.

8. Right to revoke authorisation

8.1 Widdop reserves the absolute and unfettered right to revoke authorisation at any time, with or without notice, at its sole discretion.

8.2 Without limitation, revocation may occur where:

  • There is pricing misrepresentation.
  • Approved Platform policies are breached.
  • Brand representation is inconsistent with Widdop standards.
  • Listings are manipulated or controlled improperly.
  • The Reseller engages in conduct detrimental to brand integrity.
  • The Reseller acts in any way that contravenes the obligations set out in Appendix 1.

8.3 Upon revocation:

  • All listings of the Reseller must be removed from the Approved Platform within 24 hours or as directed.
  • All use of Widdop intellectual property by the Reseller must cease immediately.
  • The Reseller must cease representing itself as authorised to sell Widdop Brands and Associated Brands.

8.4 Widdop shall have no liability whatsoever for any losses arising from such revocation.

9. Premium brand positioning

9.1 The Reseller must maintain a professional and appropriate presentation consistent with the intended positioning of Widdop Brands.

9.2 The Reseller shall not present products in a way that creates a misleading or distorted perception of quality or value.

9.3 This clause relates solely to brand presentation and does not restrict pricing freedom.

10. Selective distribution & quality criteria

10.1 Authorisation is conditional upon meeting qualitative standards including:

  • High-quality listing presentation.
  • Appropriate customer service and fulfilment.
  • Compliance with the Approved Platform’s policies and applicable law.

10.2 Widdop may assess and withdraw authorisation where such standards are not met.

10.3 These criteria are applied objectively, proportionately, and for brand protection purposes only.

11. Amazon Buy Box & Approved Platform conduct

11.1 The Reseller acknowledges Amazon independently determines Buy Box allocation.

11.2 The Reseller shall not engage in conduct that:

  • Misleads consumers.
  • Breaches Amazon and/or Approved Platform policies.
  • Damages brand integrity.

11.3 This includes artificial pricing structures or misleading promotional activity.

12. Brand consistency & marketplace integrity

12.1 The Reseller must maintain consistent and accurate brand presentation across all listings.

12.2 The Reseller shall not:

  • Misclassify products.
  • Distort brand hierarchy.
  • Create confusion regarding ownership or origin.

13. Enforcement

13.1 Widdop may take proportionate steps to protect its brand including:

  • Removing authorisation.
  • Requiring listing amendments.
  • Reporting violations to the Approved Platform.

13.2 Such actions are for brand protection and legal compliance.

14. Competition law compliance

14.1 This Agreement shall be interpreted consistently with the Competition Act 1998 and CMA guidance.

14.2 Any provision found unlawful shall be severed or adjusted without affecting the remainder.

15. Extended Producer Responsibility (EPR), WEEE & environmental compliance

15.1 The Reseller acknowledges that, where it places Widdop products on an Approved Platform in any jurisdiction, including within the United Kingdom, European Union, or any other territory, it may be deemed the “producer”, “importer”, or “first placer on the market” for the purposes of applicable environmental and product compliance legislation.

15.2 The Reseller shall be solely responsible, at its own cost, for compliance with all applicable environmental, recycling, and product stewardship legislation, including (without limitation):

  • Extended Producer Responsibility (“EPR”) obligations.
  • Packaging waste regulations.
  • Waste Electrical and Electronic Equipment (WEEE) regulations.
  • Textile EPR or equivalent product-specific environmental schemes.
  • Any national or regional recycling, eco-contribution, or product compliance requirements.

15.3 Without limitation, where the Reseller sells products into any European Union member state (including, but not limited to, France, Germany, Spain, or Italy), the Reseller shall:

  • Register with all relevant national compliance schemes.
  • Obtain and maintain valid registration or identification numbers (including, where applicable, EPR registration numbers such as French IDU or equivalent).
  • Accurately declare volumes, categories, and materials.
  • Pay all applicable eco-contributions, recycling fees, and related charges.
  • Provide all required compliance information to marketplaces (including Amazon) and relevant regulatory authorities.

15.4 The Reseller shall ensure that all product listings and data comply with applicable disclosure requirements, including the provision of valid environmental registration numbers where required by law or marketplace policy.

15.5 The Reseller shall indemnify and keep indemnified Widdop against any liability, cost, claim, penalty, or enforcement action arising from:

  • Failure to comply with environmental or EPR obligations.
  • Failure to register, report, or declare correctly.
  • Any misrepresentation of compliance status.

15.6 Widdop shall have no responsibility or liability for any environmental compliance obligations arising from the Reseller’s sale of products in any jurisdiction where the Reseller is deemed the responsible party.

15.7 Failure to comply with this clause shall constitute a material breach of this Agreement and may result in immediate withdrawal of authorisation under Clause 8.

16. Term & non-exclusivity

This Agreement is non-exclusive and shall continue unless terminated. Widdop may withdraw authorisation at its discretion.

17. Governing law

This Agreement shall be governed by the laws of England and Wales and subject to the jurisdiction of the English courts.

Appendix 1 – Amazon enforcement & listing control

A1. Brand Registry authority

Widdop retains exclusive authority over Brand Registry. The Reseller shall not interfere with or challenge such control.

A2. ASIN creation & control

The Reseller must not create duplicate ASINs, misbrand products, or manipulate listing structures. All listings remain subject to Widdop control.

A3. Content & contribution rights

Widdop retains overriding authority over all listing content. The Reseller’s contributions are subordinate and may be amended or removed.

A4. Listing abuse

Prohibited conduct includes variation abuse, misleading SEO practices, and review manipulation. Such actions shall constitute material breach.

A5. Amazon pricing context

The Reseller must comply with Amazon Fair Pricing Policy and UK consumer law.

A6. Enforcement actions

Widdop may report violations, restrict listings, or take enforcement action through Amazon systems.

A7. Immediate termination events

Immediate termination may occur in cases of brand misuse, listing abuse, pricing misrepresentation, or interference with Brand Registry.

A8. Post-termination obligations

The Reseller must remove listings, cease all brand use, and stop representing affiliation with Widdop.

Signature

This online version is provided for information only. A binding agreement is formed only when a Reseller-specific version is completed and signed by an authorised signatory of the Reseller and accepted by Widdop Bingham & Co Ltd T/A Widdop & Co.