Updated September 2020
TERMS AND CONDITIONS OF SALE FOR WHOLESALERS
1.1 Definitions: “Beeswax” The Beeswax Wrap Company Ltd (registered in England and Wales with company number 11148737.
“Business Day” a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
“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 Beeswax 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 Beeswax.
“Designs” any bespoke patterns and wax variants for the Products, that are agreed in writing by the Customer and Beeswax.
“Force Majeure Event” an event or circumstance beyond Beeswax’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, as set out in the Customer’s online order form.
“Products” the products (or any part of them) set out in the Order.
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 Designs submitted by the Customer are complete and accurate.
2.3 By purchasing from Beeswax you agree that you will not resell our products as a distributor or wholesaler and you will not sell on Amazon, eBay, Etsy, Facebook, Not on The High Street, Trouva, discount websites such as Wowcher or any other 3rd party online retailers not already mentioned above.
2.4 Beeswax’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 Beeswax and the Customer.
2.5 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.
2.6 Any samples, drawings, descriptive matter or advertising produced by Beeswax and any descriptions or illustrations contained on Beeswax’s online website, brochures or otherwise are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force.
2.7 Any quotations for Products given by Beeswax shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.
2.8 There is a minimum Order value of £100, which can be made up of any mix of any pack size, pattern or wax variant. Beeswax’s MOV does include POS stands. 3
3.1 The Products are described on Beeswax’s online wholesaler website - https://thefoodwrapcompany.co.uk/ .
3.2 To the extent that the Products are to be manufactured in accordance with a Design supplied by the Customer, the Customer shall indemnify Beeswax against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other [reasonable] professional costs and expenses) suffered or incurred by Beeswax in connection with any claim made against Beeswax for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Beeswax’s use of the Design. This clause 3.2 shall survive termination of the Contract.
3.3 Beeswax reserves the right to amend the Products (including any applicable Designs) if required by any applicable statutory or regulatory requirements.
4.1 Beeswax shall ensure that:
4.1.1 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), special storage instructions (if any) and, if the Products are being delivered by instalments, the outstanding balance of Products remaining to be delivered; and
4.1.2 if Beeswax requires the Customer to return any packaging materials to Beeswax, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as Beeswax shall reasonably request. Returns of packaging materials shall be at Beeswax’s expense.
4.2 Beeswax shall deliver the Products to the location set out in the Order or such other location as the parties may agree (Delivery Location) and will aim to dispatch the Products for delivery within 14 days of the Order being placed. At very busy periods throughout the year this may be longer, however Beeswax will keep the Customer informed of Order updates. Dispatch and delivery dates may also vary depending on Product availability.
4.3 Delivery is completed on the completion of unloading of the Products at the Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence
4.5 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 Beeswax within 7 days of the expected day of delivery. We will not be liable for any deliveries lost due to an incorrect address being supplied.
4.6 If Beeswax fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products. Beeswax 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 Beeswax with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
4.7 If the Customer fails to take delivery of the Products within 3 Business Days of Beeswax notifying the Customer that the Products are ready, then, except where such failure or delay is caused by a Force Majeure Event or Beeswax’s failure to comply with its obligations under the Contract:
4.7.1 delivery of the Products shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Beeswax notified the Customer that the Products were ready; and
4.7.2 Beeswax shall store the Products until delivery takes place, and may charge the Customer for all related costs and expenses. 4.8 Beeswax may deliver the Products by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.1 Beeswax warrants that on delivery, and for a period of 6 months from the date of delivery (warranty period), the Products shall:
5.1.1 conform in all material respects with their description; and
5.1.2 be free from material defects in design, material and workmanship; and
5.1.3 be of satisfactory quality (within the meaning of the Sale of Products Act 1979).
5.2 Subject to clause 5.3, if:
5.2.1 the Customer gives notice in writing to Beeswax during the warranty period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 5.1;
5.2.2 Beeswax is given a reasonable opportunity of examining such Products; and 5.2.3 the Customer (if asked to do so by Beeswax) returns such Products to Beeswax’s place of business at the Customer’s cost, Beeswax shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full.
5.3 Beeswax shall not be liable for the Products’ failure to comply with the warranty set out in clause 5.1 in any of the following events:
5.3.1 the Customer makes any further use of such Products after giving notice in accordance with clause 5.2;
5.3.2 the defect arises because the Customer failed to follow Beeswax’s oral or written instructions as to the storage, use or maintenance of the Products or (if there are none) good trade practice regarding the same;
5.3.3 the defect arises as a result of Beeswax following any drawing or Design supplied by the Customer;
5.3.4 the Customer alters or repairs such Products without the written consent of Beeswax;
5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or 6 Sensitivity: Confidential
5.3.6 the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this clause 5, Beeswax shall have no liability to the Customer in respect of the Products’ failure to comply with the warranty set out in clause 5.1.
5.5 The terms implied by sections 13 to 15 of the Sale of Products Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Conditions shall apply to any repaired or replacement Products supplied by Beeswax.
6 TITLE AND RISK
6.1 The risk in the Products shall pass to the Customer on completion of delivery. 6.2 Title to the Products shall not pass to the Customer until the earlier of:
6.2.1 Beeswax receives payment in full (in cash or cleared funds) for the Products, in which case title to the Products shall pass at the time of payment of all such sums; or
6.2.2 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.
6.3 Until title to the Products has passed to the Customer, the Customer shall:
6.3.1 store the Products separately from all other Products held by the Customer so that they remain readily identifiable as Beeswax’s property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
6.3.3 maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; and
6.3.4 notify Beeswax immediately if it becomes subject to any of the events listed in clause 10.1
6.4 Subject to clause 6.5, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before Beeswax receives payment for the Products. However, if the Customer resells the Products before that time:
6.4.1 it does so as principal and not as Beeswax’s agent;
6.4.2 title to the Products shall pass from Beeswax to the Customer immediately before the time at which resale by the Customer occurs.
6.5 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 Beeswax may have:
6.5.1 the Customer’s right to resell the Products or use them in the ordinary course of its business ceases immediately; and
6.5.2 Beeswax may at any time:
22.214.171.124 require the Customer to deliver up all Products in its possession that have not been resold, or irrevocably incorporated into another product; and
126.96.36.199 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.
7 PRICE AND PAYMENT
7.1 The price of the Products shall be the price set out in the Order and on Beeswax’s online website, or, if no price is quoted, the price set out in Beeswax’s published price list in force as at the date of delivery.
7.2 Beeswax 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:
7.2.1 any factor beyond Beeswax’s control (including foreign exchange fluctuations, increases in taxes and duties and increases in labour, materials and other manufacturing costs);
7.2.2 any request by the Customer to change the delivery date(s), quantities or types of Products ordered; or
7.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give Beeswax adequate or accurate information or instructions.
7.3 The price of the Products excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Beeswax at the prevailing rate, subject to the receipt of a valid VAT invoice.
7.4 Beeswax shall invoice the Customer for the Products at the time of completion of the Order.
7.5 The Customer shall pay the invoice in full and in cleared funds on the date of the Order. Payment shall be made to Beeswax’s bank account by debit or credit card. The Customer can opt to pay using BACS and this option is available at checkout. If the Customer is unable to make a payment by using a debit / credit card or via BACS, they should contact Beeswax immediately.
7.6 If making payment by BACS, the Customer must email firstname.lastname@example.org with its remittance details. The Order number must also be quoted in the payment reference. Any failure to notify Beeswax that a BACS payment has been made may hold up the Order. The Customer is liable for all foreign transaction and banking fees.
7.7 Orders can be cancelled within 24 hours of being placed by contacting Beeswax at email@example.com. Orders cannot be cancelled after this time and returns will not be accepted unless the Products are faulty, which may be replaced upon inspection and at our sole discretion. Faulty Products must be reported within 48 hours of the delivery being received.
8 INTELLECTUAL PROPERTY
8.1 All trademarks, logos, graphics, designs, icons, trade names, domain names, photographs and any other intellectual property owned by Beeswax or featured on its website is the intellectual property of Beeswax and cannot be reproduced, used or represented without the express permission of Beeswax.
8.2 The Customer is prohibited from modifying, copying, reproducing, disseminating, transmitting, exploiting for commercial gain and/or distributing in any form whatsoever any of the Products.
8.3 The Customer shall not, without the prior written consent of Beeswax:
8.4 alter or make any addition to the labelling or packaging of the Products;
8.5 make any addition or modifications to the Products or to any advertising and promotional materials supplied by Beeswax (if applicable); or
8.6 alter, deface or remove any reference to the trademarks of Beeswax, any reference to Beeswax or any other name attached or affixed to the Products or their packaging or labelling.
8.7 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 Beeswax.
9 PRODUCT RECALLS
9.1 Beeswax 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.
9.2 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 batch numbers, delivery date, name and address of customer, telephone number and email address).
9.3 The Customer shall, at its cost, give any assistance that Beeswax shall reasonably require to recall, as a matter of urgency, Products from the retail or wholesale market.
10.1 Without limiting its other rights or remedies, Beeswax 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;
10.1.2 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;
10.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
10.1.4 the Customer’s financial position deteriorates to such an extent that in Beeswax’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
10.2 Without limiting its other rights or remedies, Beeswax may suspend provision of the Products under the Contract or any other contract between the Customer and Beeswax if the Customer becomes subject to any of the events listed in clause 10.1.1 to clause 10.1.4, or Beeswax 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.
10.3 Without limiting its other rights or remedies, Beeswax 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.
10.4 On termination of the Contract for any reason the Customer shall immediately pay to Beeswax all of Beeswax’s outstanding unpaid invoices.
10.5 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.
10.6 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.
11 LIMITATION OF LIABILITY
11.1 Nothing in these Conditions shall limit or exclude Beeswax’s liability for:
11.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
11.1.2 fraud or fraudulent misrepresentation;
11.1.3 breach of the terms implied by section 12 of the Sale of Products Act 1979; or
11.1.4 defective products under the Consumer Protection Act 1987. 11.2 Subject to clause
11.1: 11.2.1 Beeswax 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
11.2.2 Beeswax’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.
12 FORCE MAJEURE
12.1 If (and to the extent that) Beeswax are prevented, hindered or delayed in or from performing any of its obligations under this Contract by a Force Majeure Event, Beeswax 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.
12.2 As soon as reasonably practicable after the start of the Force Majeure Event Beeswax 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.
12.3 If a Force Majeure Event is prevailing or predicted at the date of this Contract, Beeswax 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.
12.4 This clause 12 does not excuse a party from paying sums due under this Contract.
13.1 Assignment and other dealings.
13.1.1 Beeswax may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
13.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Beeswax.
13.2.1 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.
13.2.2 Each party may disclose the other party’s confidential information:
188.8.131.52 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 13.2; and
184.108.40.206 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.2.3 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.
13.3 Data protection.
13.3.1 For the purposes of this clause
13.3, 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. 13.3.2 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.
13.4 Entire agreement.
13.4.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.4.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
13.5 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.6 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
13.8.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email. 13.8.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.8.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
13.8.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
13.9 Third party rights.
No one other than a party to this Contract shall have any right to enforce any of its terms.
13.10 Governing law.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.