wholesale terms & conditions
1. About these terms
(1) These Terms and conditions will apply to the purchase of the goods detailed in our quotation (Goods) by the buyer (you) from Libby Schembri trading as Lib’s Aromatherapy of The Firs Priest Acre, Marlborough, Wiltshire, SN8 1QB (Us, We or Supplier).
(2) These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
(3) These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between Us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
2. Definitions & Interpretation
(1) The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
(2) In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:
(a) “Business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales;
(b) “Contract” means a contract for the purchase and sale of Goods;
(c) “Goods” means the goods and products sold by Us;
(d) “Customer” refers to one entering into a Contract through the sale of Goods;
(e) “Order” means your order for Goods;
(f) “Order Confirmation” means our acceptance and confirmation of your Order;
(g) “Lead time” means the time between completed payment and dispatch of your Order;
(h) “Order Number” means the reference number for your Order;
(i) “WSP - Wholesale Price ” means the price you (the retailer) pay for the goods We (the manufacturer) make;
(j) “RRP - Recommended Retail Price” means the price you (the retailer) are recommended to price our Goods in your store;
(h) “Supplier/We/Us/Our” means Libby Schembri trading as Lib’s Aromatherapy of The Firs Priest Acre, Marlborough, Wiltshire, SN8 1QB.
3. our Goods & resale of goods
(1) The description of the Goods is set out in our sales documentation unless expressly changed in our quotation. In accepting the quotation, you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by Us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
(2) Images of Goods are for illustrative purposes only. There may be slight variations in colour between the image of a product and the actual product sold due to differences in computer displays and lighting conditions;
(3) Where appropriate, you may be required to select the required size, range, and type of Goods that you are purchasing.
(4) We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements. Any such changes will not change any main characteristics of the Goods and will not normally affect your use of those Goods. However, if any change is made that would affect your use of the Goods, suitable information will be provided to you.
(5) Details of the Goods as described and set out in our sales documentation are subject to alteration without notice.
(6) The RRP is explained next to each Product in the wholesale product catalogue you have received from us and in the Invoice details.
(7) Where any of Our Goods are purchased by you with a view to selling them on to any third party, such as other businesses for internal use or consumers for personal use, Our contract is strictly with you and We are under no circumstances liable or responsible to the end customer (whether directly or indirectly) in respect of any of Our Goods or otherwise.
(8) Goods may not be altered, re-packaged or re-branded under any circumstances.
(9) The Goods available for Wholesale orders do not include any Products from our Gift Set page.
(10) We do not offer a Sale or Return option.
4. Ordering Process
(1) When you first submit an enquiry to Us via our Wholesale Enquiry page, we will send you a wholesale catalogue in PDF file format for you to keep for future orders. The Catalogue will list all of the Goods available at wholesale price. You must then submit your Order via email to Us by following the instructions in this Clause.
(2) An Order for Goods is made when you submit to Us, by email at email@example.com, confirmation in respect of each Product you wish to order from Us, including the following details:
(a) Full Name;
(b) Company Name;
(c) Email Address;
(d) Delivery Address;
(e) Date by which the Goods are required;
(f) A list of Goods with Name(s)/SKU(s) and quantities of each.
Submitting an Order does not mean that We have accepted it.
(3) There is a minimum order value of £200 per order of Goods. We reserve the right to change our minimum order value without notice although We will endeavour to give the Customer notice of any proposed changes in this respect.
(4) In addition to the provisions of the above Clause, if the Customer wishes to place their first Order for Goods with Us which amounts to less than the minimum order value, We may at Our sole discretion accept the order if we deem it financially viable. This will apply to first orders only.
(5) Once your Order is received by Us, we will confirm and accept the Order in writing by replying to the given email and sending you an electronic Invoice. The Invoice will confirm the details of the Order, an Order number, and the amount payable by you in respect of your Order, together with any delivery or other charges applicable to the Order.
(6) We will endeavour to confirm an Order and issue the Customer an Invoice within 24 hours of receipt by Us, or less if the Order is received within normal working hours. However, please allow up to 48 hours for Us to check and process the Order, and up to 72 hours where an Order is placed over a weekend or public holiday.
(7) Please check the details set out in the Invoice as We shall not be responsible for any errors or missing information once the Order is confirmed by you. Please quote the Order number in all subsequent correspondence with Us relating to the Order.
(8) Once you have checked the Order details that We have are correct, you will be able to pay online via the invoice you receive. Payment must be made within 7 days of receipt of the Invoice. Once your Invoice is paid, then your Products will be dispatched to you.
(9) Our Lead time for all wholesale orders will be 11 – 14 Business days from payment in full. If all Goods ordered are in stock and available, Lead time may be reduced.
(10) Lead time is exclusive of transportation/delivery times. Please see Clause 7 for delivery terms.
(11) If We are unable to supply you with any particular Goods ordered, or if We are unable to comply with the time scale set out in your Order, We will inform you of this by email as soon as is reasonably practicable upon becoming aware of any such issues, and We will not process the Order unless, and until you confirm to Us by email that you wish for Us to proceed and the details of any changes required to be made to your Order. If We are able to, We will offer you the nearest alternative or if you prefer, We will refund you the full amount that you have paid in respect of the relevant Goods as soon as is reasonably practicable, where you have already paid for the Goods.
(12) Once the Goods are ready to be dispatched, We will inform you by email.
(13) We reserve the right to refuse or decline any Order at Our sole discretion.
(1) The price of the Goods is set out in our Wholesale catalogue or the Invoice at the date of your order or such other price as we may agree in writing.
(2) If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, we can increase the Price prior to delivery.
(3) Any increase in the Price under the Clause above will only take place after we have told you about it and will not affect any order that you have already placed.
(4) You may be entitled to discounts. Any and all discounts will be at our discretion.
(5) Delivery charges are not included in the price of Goods. Delivery charges will be presented as a separate item in the Invoice we send you.
(6) It is always possible that, despite Our best efforts, some of the Goods or delivery costs may be incorrectly priced. We will normally check prices as part of Our dispatch procedures so that, where the Goods’ correct price or the delivery cost is less than Our stated price, We will charge the lower amount when dispatching the Goods to you. If the pricing error is obvious and unmistakable and could have reasonably been recognised by you as a mispricing, We do not have to provide the Goods or send them to you at the incorrect (lower) price. If the Goods' correct price or the delivery cost is higher than the price stated on Our Site or in these Terms, We will contact you as soon as possible to tell you about the error and We will give you the option of continuing to purchase the Goods at the correct price or amending your delivery specification (where the mispricing relates to delivery charges) or cancelling your Order. We will not process your Order until We have your instructions. If we cannot contact you using the contact details you provided during the order process, We will treat the Order as cancelled and notify you in writing. We will refund you the full amount paid by you as soon as is reasonable if you have already made a payment to Us.
(1) Payment can be made via the digital Invoice sent to you.
(2) Payment should be made to Us promptly and in any event within 7 calendar days of your receipt of the Invoice in full for both the price of the Goods ordered and any delivery or other applicable charges.
(3) By paying for Order, you are confirming that you are accepting these terms and conditions in their entirety.
(4) Title to the Goods shall pass to the Customer once We have received payment in full.
(5) We accept the following methods of payment:
(a) a debit or credit card (We accept all major credit and debit cards); or PayPal; or
(b) bank transfer direct to Our bank account (details of which are on the Invoice)
(6) Subject to Clause 6(2), Payment for the Products and all applicable delivery charges is required to be made in advance of Our starting to manufacture the Product(s). Please also see Clause 4(9) for Lead times.
(7) If you do not pay within the period set out in this Clause, we will suspend your order.
(8) Any charges or fees payable to any financial institution or bank for processing payment in respect of your Order are your responsibility and must be paid by you. Any refund payable by Us to you will not include an amount in respect of any such charges or fees.
(9) All payments must be made in British Pounds.
(1) We will arrange for the delivery of the Goods to the address specified in the Invoice, or your order or to another location we agree in writing. If any of the details you have given to Us in your delivery address are incorrect, We are not liable for any items which have not been or are not received.
(2) If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.
(3) All Orders of Goods will be accompanied by a delivery note which shows all relevant information of the Order.
(4) All Orders of Goods will include instructions regarding the storage and care of the Goods ordered.
(5) Please note that time scales for delivery and delivery charges will vary depending on your address, and the size and weight of the Order.
(6) Once an Order has been shipped, you will receive an email from Us notifying you of the dispatch of the Goods. All Products are shipped using a fully traceable carrier and you will be provided with the relevant shipping and tracking details in Our Dispatch Notification.
(7) Orders are shipped using DHL Express or UPS couriers and generally arrive at their destination on the next working day following Our issuing of the Dispatch Notification Email.
(8) If the Order delivery address is located within a 30-mile radius of Marlborough Wiltshire, We can deliver to you at a rate of 50 pence per mile regardless of the weight and size of the order. This option will lessen the risk of problems during delivery.
(9) With reference to the above Clause, once your Order is ready for dispatch, We will be in contact by email to arrange a day for Us to deliver your Goods. We will not deliver any Orders without first confirming a date with you.
(10) Subject to the specific terms of any delivery courier service, delivery can take place at any time of the day and must be accepted at any time between 8am to 8pm.
(11) When placing an Order with Us, you can supply Us with delivery instructions (such as leaving the Products with someone at a neighbouring address) and We will pass these instructions on to the courier on your behalf.
(12) The courier will be in contact with you via the details you provided when placing your Order if they have any issues with making delivery of any Order. A signature is required in order to take delivery of the Products.
(13) You will receive a notification from the courier on the morning of delivery with a one hour delivery window.
(14) If We are not able to deliver the whole of the Order at one time due to a shortage of stock, We will ship the Order in instalments. You will be notified in this instance and We will not charge you extra delivery costs for this. However, if you ask Us to deliver the Order in instalments, We may charge you extra delivery costs. Each instalment shall constitute a separate contract governed by these Terms.
(15) If no one is available at the delivery address (or at any alternative address notified by you when placing the Order) to take delivery of the Goods, the courier will leave you a note at the address to confirm that they have attempted to deliver the Goods and requesting that you contact them to rearrange delivery.
(16) Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by any circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
(17) The Order will be completed, and the Goods are your responsibility and owned by you from the point at which We or the courier first attempt delivery, whether you (or any nominated alternative) take delivery or not.
8. Inspection & acceptance of Goods
(1) You must inspect the Goods on delivery or collection.
(2) If you identify any faults, damages, or errors, you must inform us at firstname.lastname@example.org within 3 days of delivery, providing details and if applicable, photos of any fault, damage or error.
(3) Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.
(4) Subject to your compliance with this Clause and/or our agreement, you may return the Goods and we will, as appropriate, replace, or refund the Goods or part of them.
(5) We will be under no liability or further obligation in relation to the Goods if:
(a) You fail to provide notice as set out above; and/or
(b) You make any further use of such Goods after giving notice under the Clause above relating to the damages and shortages; and/or
(c) The defect arises because you did not follow our oral or written instructions about the storage, use and maintenance of the Goods; and/or
(d) The defect arises from normal wear and tear of the Goods; and/or
(e) The defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees, or agents or any third parties.
(11) Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 3 days after delivery.
(12) You have a legal obligation to keep the Products in your possession and to take reasonable care of the Products while they are in your possession by following any care instructions given to you by Us.
9. Cancellation & Returns
(1) Any quotation is valid for a period of 7 days only from the date shown in it unless expressly withdrawn by us at an earlier time.
(2) Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.
(3) Your legal right to cancel an Order starts from the date on which We receive payment in full, which is when the contract between Us is formed. If the Goods have already been delivered to you, you have a period of 14 working days from delivery to cancel your Order.
(4) As a gesture of goodwill, however, the Order or part of it may be cancelled at any point before Our dispatch of the Goods and any amounts paid by you will be refunded. If the Goods have already been dispatched, then you will have to wait for the Goods to be delivered and then return them to Us using the returns procedure set out in the following Clause.
(5) If We have to cancel an Order for Goods or part of it before the Products are delivered where We have already started manufacturing your Goods for Order, We will not charge you anything and you will not have to make any payment to Us.
(6) You must inform us within 14 days of delivery at email@example.com if you wish to make any return of Goods purchased from Us. The Goods must then be returned to Us in a saleable condition as received by you, intact and undamaged as soon as is reasonably possible but in any event within 14 calendar days of your receipt of delivery.
(7) You bear the risk and cost of returning the Goods unless the Goods are being returned due to reasons described in Clause 8(2).
(8) When returning Goods, please ensure that they are securely wrapped with suitable packaging to ensure that the Product does not get damaged in transit whilst being returned.
(9) Should the Goods be received which are not suitably packaged for transit We reserve the right to refuse a refund on the grounds that insufficient care has been taken to return the Goods to Us.
(10) When returning Goods, always ensure that you obtain a receipt or proof of posting from the relevant delivery agent so that if the Product does not arrive with Us, you can prove that it was actually posted back to Us and when.
(11) We will provide the address to send any returns when requested by you.
(12) Once the Product is received by Us, We will confirm this to you via email within 48 hours of Our receipt and the actions that We will take. If you have any queries regarding the Product returned, please do not hesitate to contact Us and We will endeavour to assist you.
(13) Refunds will be processed once the Goods have been checked and within 48 hours of Our receipt of the returned Goods. We will make any refund to you in the manner in which payment was made.
(14) Exchanges or replacements will be processed within 11-14 days. If the required Goods are in stock and available, this timescale may be reduced.
(15) Once you decide to return Goods to Us for whatever reason, the item is your responsibility until it reaches Us and you must not use it and must take reasonable care of it while it remains in your possession.
(16) For your own protection, We recommend that you send the Goods back to Us using a delivery service that insures you for the value of the Goods as We cannot be held responsible for any items damaged or lost in the post.
10. risk & title
(1) The risk in the Goods will pass to you on completion of delivery.
(2) Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for:
(a) the Goods; and/or
(b) any other goods or services that we have supplied to you in respect of which payment has become due.
(3) Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
(4) As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
11. events outside our control
(1) We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disasters, or any other event that is beyond Our reasonable control.
(2) If any event described under this Clause occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Sale:
(a) We will inform you as soon as is reasonably possible;
(b) We will take all reasonable steps to minimise the delay;
(c) To the extent that we cannot minimise the delay, Our affected obligations under these Terms of Sale (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;
(d) We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Goods as necessary;
(e) If the event outside of Our control continues for more than 7 days, We will cancel the Contract and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible and in any event within 7 days of the date on which the Contract is cancelled;
(f) If an event outside of Our control occurs within 7 days and you wish to cancel the Contract as a result, please contact Us at firstname.lastname@example.org with your name, address, email address, telephone number and order number. Any refunds due to you as a result of such cancellation will be paid to you as soon as is reasonably possible and in any event within 7 days of the date on which the Contract is cancelled.
(1) We can terminate the sale of Goods under the Contract where:
(a) You commit a material breach of your obligations under these Terms and Conditions;
(b) You are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
If you wish to contact Us with general questions or complaints or anything relating to the Goods or your Order, or a cancellation, you may contact Us by email at email@example.com or by post at The Firs Priest Acre, Marlborough, Wiltshire, SN8 1QB.
14. complaints & Feedback
We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.
(1) We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms of Sale will not be affected and Our obligations under these Terms of Sale will be transferred to the third party who will remain bound by them.
(2) You may not transfer (assign) your obligations and rights under these Terms of Sale (and under the Contract, as applicable) without Our express written permission.
(3) The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.
(4) If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms of Sale. The remainder of these Terms of Sale shall be valid and enforceable.
(5) No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.
(6) We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms of Sale as they relate to your Order, We will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them. If you do opt to cancel, you must return any affected Goods you have already received and we will arrange for a full refund (including delivery charges) which will be paid within 7 days of your cancellation.
16. Data protection
(1) All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR.
17. law & Jurisdiction
(1) These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by and construed in accordance with the law of England & Wales
(2) If you are a business, any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England & Wales.