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Terms & Conditions - Wholesale

Updated March 2022

TERMS AND CONDITIONS OF SALE FOR WHOLESALERS

1 INTERPRETATION

1.1 Definitions: “Elephant Box” Elephant Box Stainless Steel Ltd (registered in England and Wales with company number 09745625.

“Conditions” the terms and conditions set out in this document as amended from time to time in accordance with clause 13.5.

“Contract” the contract between Elephant Box and the Customer for the sale and purchase of the Products in accordance with these Conditions.

“Customer” the wholesaler (person or firm) who purchases the Products from Elephant Box.

“Force Majeure Event” an event or circumstance beyond Elephant Box’s reasonable control including, without limitation, acts of God, flood, drought, earthquake or other natural disaster; an epidemic or pandemic including, but not limited to, severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2) which causes COVID-19, and in each case, any effects arising from or in connection with the same including, but not limited to, any actions, recommendations, announcements or restrictions, related to its subject matter (whether made by a government body, authority, public health organisation or other similar official body) or other contagious or communicable disease; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear chemical or biological contamination, or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; collapse of buildings, fire, explosion or accident or interruption or failure of utility service.

“Order” the Customer’s order for the Products.

“Products” the products set out in the Order.

1.2 Interpretation:

1.2.1 a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or reenacted.

1.2.2 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.2.3 a reference to writing or written includes emails.

2 BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Co Branding Designs submitted by the Customer are complete and accurate.

2.3 Elephant Box’s acceptance of the Order will take place when it provides the Customer with an email confirmation, at which point a contract will come into existence between Elephant Box and the Customer.

2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.5 Any quotations for Products given by Elephant Box shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.

3 DELIVERY

3.1. UK Delivery is via Royal Mail or courier. All orders are sent via a 24hr or 48hr delivery service. Orders placed before 2pm  (Mon-Friday) will likely be despatched the same or next working day and will most likely arrive in 1-2 days. This is not guaranteed, despatch times can take longer due to busier times or very large orders.

3.2 When ordering via the website postage costs are £6.50 for orders under £300 and free for orders over £300. When ordering via email or phone there is a minimum order value of £200 and postage costs are £6.50 regardless of the size of the order. International orders postage will be quoted once an order is placed by the customer. 

3.3 Each delivery of the Products is accompanied by a delivery note that shows the date of the Order, all relevant reference numbers, the type and quantity of the Products (including the code number of the Products, where applicable)

3.5 Delivery is completed on the completion of unloading of the Products at the Delivery Location.

3.6 Any late delivery of any Product does not entitle you to terminate the Order. It is the Customer’s responsibility to report all lost or undelivered items to Elephant Box within 14 days of the expected day of delivery. Elephant Box will not be liable for any deliveries lost due to an incorrect address being supplied by the Customer.

3.7 Elephant Box shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Elephant Box with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

3.8 In the event that poducts reach you faulty or damaged, we will issue a refund on return to us of the faulty or damaged goods.

3.9  Elephant Box can offer a refund or exchange an item returned within 14 days of delivery. We must receive an email notification from you within 7 days of receiving the goods in order to qualify for a refund. Unless an item is faulty the cost of returning the goods are the customer’s responsibility. In order for us to issue a full refund, goods must be returned unused, undamaged and in original packaging. If an item is returned used or damaged, we will return the item without a refund or exchange. 

3.10   We reserve the right to refuse refunds where it is deemed that product misuse has occurred.

3.11   Items claimed as faulty may be returned to us for testing, and in the event that no manufacturing defect is present, these items will be returned to you at your cost.

3.12   In the event that a package is sent to you and taken to your local Post Office, it is your responsibility to collect the item before it is returned to us by Royal Mail or by courier. Orders returned to us as uncollected may be re-sent, but you will be responsible for the additional postage fees incurred. If in the circumstances, you would prefer to receive a refund, we will happily refund you, minus the postage fees incurred in the first delivery attempt.

3.13 In the event that you place multiple orders to the same address, you remain eligible for any postage charges incurred on orders and we reserve the right to combine packages where appropriate.

3.14  In the event that you fail to collect a parcel or provide an incorrect delivery address, you may be eligible for any costs incurred in the parcel being returned to us. This charge will be deducted from any refund given on the original product purchase.

4 TITLE AND RISK

4.1 The risk in the Products shall pass to the Customer on completion of delivery. 

4.2 Title to the Products shall not pass to the Customer until the earlier of:

4.2.1 Elephant Box receives payment in full for the Products, in which case title to the Products shall pass at the time of payment of all such sums; or

4.2.2 the Customer resells the Products, in which case title to the Products shall pass to the Customer at the time specified in clause 6.4.

4.3 Until title to the Products has passed to the Customer, the Customer shall:

4.3.1 store the Products separately from all other Products held by the Customer so that they remain readily identifiable as Elephant Box’s property;

4.3.2 Not remove, deface or obscure any identifying mark or packaging on or relating to the Products;

4.3.3 Maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; and

4.3.4 notify Elephant Box immediately if it becomes subject to any of the events listed in clause 10.1

4.4 Subject to clause 6.5, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before Elephant Box receives payment for the Products. However, if the Customer resells the Products before that time:

4.4.1 it does so as principal and not as Elephant Box’s agent; 

4.4.2 title to the Products shall pass from Elephant Box to the Customer immediately before the time at which resale by the Customer occurs.

4.5 If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in clause 10.1, then, without limiting any other right or remedy Elephant Box may have:

4.5.1 the Customer’s right to resell the Products or use them in the ordinary course of its business ceases immediately; and

4.5.2 Elephant Box may at any time:

4.5.2.1 require the Customer to deliver up all Products in its possession that have not been resold, or irrevocably incorporated into another product; and

4.5.2.2 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.

5 PRICING AND PAYMENT

5.1 The price of the Products shall be the price set out in the Order Form and on Elephant Box’s online wholesale website, or, if no price is quoted, the price set out in Elephant Box’s published price list in force as at the date of delivery.

5.2 Elephant Box may, by giving notice to the Customer at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:

5.2.1 any factor beyond Elephant Box’s control (including foreign exchange fluctuations, increases in taxes and duties and increases in labour, materials and other manufacturing costs);

5.2.2 any request by the Customer to change the delivery date(s), quantities or types of Products ordered; or

5.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give Elephant Box adequate or accurate information or instructions.

5.3 The price of the Products excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Elephant Box at the prevailing rate, subject to the receipt of a valid VAT invoice.

5.4 If ordering via the website the Customer shall pay via credit or debit card.

5.5 If placing an order by email or phone the Customer shall pay the invoice within 30 days of receipt of invoice. 

5.6  All products are subject to availability

5.7  Elephant Box reserves the right to change any product price before the customer places an order.

5.8  Elephant Box reserves the right to cancel orders where incorrect pricing has been listed.

6 INTELLECTUAL PROPERTY

6.1 All trademarks, logos, graphics, designs, icons, trade names, domain names, photographs and any other intellectual property owned by Elephant Box or featured on its website is the intellectual property of Elephant Box and cannot be reproduced, used or represented without the express permission of Elephant Box.

6.2 The Customer shall not, without the prior written consent of Elephant Box:

6.2.1 alter or make any addition to the labelling or packaging of the Products;

6.2.2 make any addition or modifications to the Products or to any advertising and promotional materials supplied by Elephant Box (if applicable); or

6.2.3 alter, deface or remove any reference to the trademarks of Elephant Box, any reference to Elephant Box or any other name attached or affixed to the Products or their packaging or labelling.

6.3 The Customer shall not do, or omit to do, anything in its use of the Products that could adversely affect the validity or reputation of the Products or Elephant Box.

7 PRODUCT RECALLS

7.1 Elephant Box shall maintain an adequate level of product liability insurance in any one year for liability for claims that the Products are faulty or defective, provided that such claim was not due to any act or omission of the Customer.

7.2 The Customer undertakes to maintain appropriate, up-to-date and accurate records to enable the immediate recall of any Products or batches of Products from the retail or wholesale markets. These records shall include records of deliveries to customers (including delivery date, name and address of customer and email address).

8 TERMINATION

8.1 Without limiting its other rights or remedies, Elephant Box may terminate an Order or a Contract with immediate effect by giving written notice to the Customer if: 10.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;

8.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

8.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

8.1.4 the Customer’s financial position deteriorates to such an extent that in Elephant Box’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.2 Without limiting its other rights or remedies, Elephant Box may suspend provision of the Products under the Contract or any other contract between the Customer and Elephant Box if the Customer becomes subject to any of the events listed in clause 10.1.1 to clause 10.1.4, or Elephant Box reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

8.3 Without limiting its other rights or remedies, Elephant Box may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

8.4 On termination of the Contract for any reason the Customer shall immediately pay to Elephant Box all of Elephant Box’s outstanding unpaid invoices.

8.5 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

8.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

9 LIMITATION OF LIABILITY

9.1 Nothing in these Conditions shall limit or exclude Elephant Box’s liability for:

9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

9.1.2 fraud or fraudulent misrepresentation;

9.1.3 breach of the terms implied by section 12 of the Sale of Products Act 1979; or

9.1.4 defective products under the Consumer Protection Act 1987. 11.2 Subject to clause

9.1: 9.2.1 Elephant Box shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

9.2.2 Elephant Box’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Products.

10 FORCE MAJEURE

10.1 If (and to the extent that) Elephant Box are prevented, hindered or delayed in or from performing any of its obligations under this Contract by a Force Majeure Event, Elephant Box will not be in breach of this Contract or otherwise liable for any failure or delay in the performance of its obligations. The time for performance of our obligations will be deemed extended accordingly.

10.2 As soon as reasonably practicable after the start of the Force Majeure Event Elephant Box shall notify the Customer of the Force Majeure Event and the likely effects of the Force Majeure Event on its ability to perform any of its obligations under this Contract.

10.3 If a Force Majeure Event is prevailing or predicted at the date of this Contract, Elephant Box will be entitled to relief under clause 12.1 only if at the date of this Contract, it had good reason to believe that it would be able to perform its obligations under this Contract notwithstanding the Force Majeure Event.

10.4 This clause 12 does not excuse a party from paying sums due under this Contract.

11 GENERAL

11.1 Confidentiality

11.1.1 Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers or clients of the other party.

11.1.2 Each party may disclose the other party’s confidential information:

11.1.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 11.2; and

11.1.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.1.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

11.2 We reserve the right to alter these Terms and Conditions at any time.

11.3 These Terms and Conditions do not affect your statutory rights.

12 Data protection

12.3.1 For the purposes of this clause

12.3, the following definition will apply: “Data Protection Legislation” means (i) unless and until the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679), Data Protection Act 2018 (“DPA”) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK; and then (ii) any successor legislation to the GDPR or the DPA. 

12.3.2 Both parties acknowledge that personal data which is supplied or is obtained during the course of this Contract complies with and has been processed in accordance with all applicable Data Protection Legislation.