Terms of Service
Terms of service for trade customers.
Between you ‘The Buyer’ and EcoVibe Online Ltd
1.1. EcoVibe Online Ltd is the brand owner of EcoVibe (“Authorised Brand”)
1.2. The Buyer proposes to purchase products from the EcoVibe Wholesale site for the purpose of selling the products in its store and or on its e-Commerce site in the UK / Channel Islands / Isle of Man / Republic of Ireland.
1.3. (“Products”) means items forming the subject matter of the contract between the buyer and the Company.
1.4. (“Orders”) means the Buyer’s instructions to the Company to supply the Products.
IT IS HEREBY AGREED THAT
The Buyer is authorised to sell and exhibit The Authorised Brand products as part of its Retail and Online / ecommerce retail operation under the terms of this agreement.
2.1. This agreement shall commence on the date of this agreement and shall continue in force until terminated by either party in accordance with clause 11.1 below.
3. SALE AND SUPPLY
3.1. During the term EcoVibe Online Ltd shall supply and Buyer shall purchase such quantities of products in order to sell those products by retail outlet and internet sales on their ecommerce site(s). The Buyer may not sell products which they have not yet purchased from EcoVibe Online Ltd.
3.2. The Buyer agrees to purchase Authorised Brand Products only through EcoVibe Online Ltd.
EcoVibe Online Ltd reserves the right to withhold Products if the Buyer is in breach of any of the conditions in this agreement or is conducting their business in any way which is considered detrimental to any of the Company’s Authorised Brands.
3.3. The Buyer agrees to ensure The Authorised Brand Products are not sold through any other channel than the outlet and ecommerce sites listed in clause 3.1.
3.4. The Retailer is not permitted to sell the Authorised Brand products through Amazon, eBay, Gumtree or any other third-party sites
3.5. In respect of the Products’ life expectancy it is the responsibility of the Retailer to ensure that those products purchase first be sold or used first.
4.1. The price list for The Buyer is per current pricelist (attached) and is subject to change without notice. Prices are exclusive of VAT at ruling rates and delivery costs.
4.2. To qualify for free postage and packaging a minimum order of £300 will apply. Orders under this amount will carry a postage and package fee as outlined in the current pricelist.
5.1. The Products supplied by EcoVIbe Online Ltd to The Buyer under this agreement shall:
5.1.1. Be of satisfactory quality within the Sale of Goods Act 1979 (as amended) and fit for the purpose held out by EcoVibe Online Ltd
5.1.2. Comply with all applicable statutory and regulatory requirements in the territory outlined in clause 1.2.
5.2. Except to the extent set out in this agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
6. ORDERS AND PAYMENT
6.1. Each order shall be deemed to be a separate offer from The Buyer to purchase the Products on the terms of this agreement which EcoVibe Online Ltd shall be free to accept or decline at its absolute discretion. All orders are accepted subject to availability and then prevailing prices at the date of order.
6.2. Payment is due in full prior to despatch.
6.3. No payment shall be deemed to have been received until EcoVibe Online Ltd has received cleared funds.
6.4. The Buyer shall make all payments due under this agreement in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
7.1. Unless otherwise agreed in writing by EcoVibe Online Ltd delivery of the products will take place at The Buyer’s premises. Risk of loss or damage to any delivery of product shall pass to The Buyer once signed for.
7.2. Any delivery dates specified by EcoVibe Online Ltd are intended as an estimate and EcoVibe Online Ltd will not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in delivery of the products. Nor shall any delay entitle the Retailer to terminate or rescind the order unless such delay exceeds 30 days.
7.3. Cancellation after despatch of goods cannot be accepted.
8.1. Products are at the risk of The Buyer from the time of delivery.
8.2. Ownership of the products shall not pass to The Buyer until EcoVibe Online Ltd has received in full (Cash or Cleared Funds) sums on all monies due to it in respect of the Products and sums on all monies which are or which become due to EcoVibe Online Ltd from The Buyer on any account.
8.3. Until ownership of the Products has passed to The Buyer the products shall be stored separately from all other goods and shall be maintained in satisfactory condition covered by an adequate insurance policy.
8.4. The Buyer grants to EcoVIbe Online Ltd, its agents and employees an irrevocable licence at any time to enter any premises where the Products are or may be stored in order to inspect them or, where The Buyer’s right to possession has terminated to recover them.
9.2. No claims for breakage and/or shortage will be accepted unless notification is made in writing to EcoVibe Online Ltd or by email to firstname.lastname@example.org within 48 Hours of receipt of goods. Goods should NOT be signed for if outer packaging is damaged.
9.3. Returns will not be accepted into the EcoVibe Online Ltd warehouse unless authority had been given to The Buyer by EcoVibe Online Ltd.
9.4. All returns, except those due to faulty merchandise or delivery error shall be subject to a 10% restocking fee with all carriage charges borne by The Buyer. Product must be in its original condition, unused and sent back to us in original packaging with the original invoice, within 7 days of receipt of goods. For your own protection please obtain a receipt from the carrier as EcoVibe Online Ltd accept no responsibility for lost or damaged parcels.
10. AUTHORISED BRAND DISTRIBUTION & MARKETING
10.1. EcoVIbe Online Ltd shall supply Authorised Brand products only to qualifying and authorised outlets and online retailers.
10.2. The Buyer must ensure the overall look and feel of any ecommerce site on which the Authorised Brand products are sold reflects a premium quality image and offers a fair and professional representation of the Authorised Brand and its Products.
10.3. The Buyer shall ensure that all displays or advertising in respect of the Products on any ecommerce site is undertaken only with Authorised Brand approved images, text and logos which are available on request from EcoVibe Online Ltd and follow Authorised Brand guidelines at all times.
10.4. Any Authorised Brand images used in the marketing material or advertisements of The Buyer must be accredited to the Authorised Brand and only used in conjunction with the promotion of Authorised Brand products or treatments and only after prior authorisation of EcoVibe Online Ltd.
10.5. All promotions must be with Authorised Brand Products only as decided and provided by EcoVIbe Online Ltd only. EcoVibe Online Ltd reserves the right to require The Buyer to remove any promotion displayed without EcoVibe Online Ltd prior consent on the ecommerce site(s) if deemed to be detrimental to the Authorised Brand.
10.6. The Buyer is not permitted without the prior written consent of EcoVIbe Online Ltd to bid on Authorised Brand terms in any search engine, search engine powered listings or third-party sites on pay-per-click or any other basis. Any inaccuracies and/or errors in the spelling and/or description of the Authorised Brand is included in this clause.
11.1. Parties may terminate this agreement immediately by giving notice in writing if either party fails to perform or observe any obligation or condition binding upon them and shall not have remedied the situation within 14 days of being required to do so by written notice.
12.1. The parties shall keep all terms and conditions of this agreement confidential. No information may be used for any purposes other than which it was provided for, or given/passed to a third party, in any form, without the written consent of both parties.
13. INTELLECTUAL PROPERTY PROTECTION
13.1. The Buyer acknowledges that they have no rights in respect of the Trade Marks or any trade names or other intellectual property of the Authorised Brand Products except as provided in clause 10 of this agreement.
14.1. Any notice required to be given for the purposes or this agreement may be served by email, fax, personal service or by post to the relevant address shown in this agreement or such other address as has been notified in accordance with this clause by the party concerned as being the address for the purposes of this clause, and if sent by email shall unless the contrary is proved, be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been delivered upon proof of recorded delivery post.
15. FINAL PROVISIONS
15.1. The Buyer shall be required to establish and confirm details of all of the above conditions before trading with EcoVibe Online Ltd may commence.
15.2. This agreement constitutes the whole agreement and understanding of the parties and supersedes any previous arrangement, understanding or agreement between them related to the subject matter of this agreement.
15.3. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
15.4. This agreement is personal to The Buyer and shall not be assigned by it to any other third party. This agreement can be assigned by EcoVibe Online Ltd.
15.5. Any variation, addition or modification to this agreement must be in written form and signed by a director of EcoVibe Online Ltd.
15.6. If one or several provisions of the agreement are null and void the other provisions remain in effect. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
16.1. United Kingdom Law governs this agreement