General Conditions of Supply & Online Sales Strategy

Please read these General conditions of supply and online sales strategy before using this web site.

TABLE OF CONTENTS

1. INTERPRETATION
2. BASIS OF CONTRACT
3. GOODS
4. DELIVERY
5. INSPECTION, ACCEPTANCE, AND WARRANTIES
6. TITLE AND RISK
7. PRICE AND PAYMENT
8. TERMINATION
9. LIMITATION OF LIABILITY
10. RESALE OF GOODS
11. INTELLECTUAL PROPERTY AND ADVERTISING
12. FORCE MAJEURE
13. GENERAL

The customer’s attention is drawn in particular to the provisions of clauses 9, 10, and 11.

1. INTERPRETATION

1.1 Definitions: 

“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 11.4. 

“Contract” the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these conditions. 

“Customer” the person or firm who purchases the Goods from the Supplier. 

“Force Majeure Event” an event or circumstance beyond a party’s reasonable control. 

“Goods” the goods (or any part of them) set out in the Order. 

“Order” the Customer’s Order for the Goods, as set out in the Customer’s purchase order form or as otherwise specified by Customer and accepted by the Supplier. 

“Specification” The specification for the Goods determined by the Supplier. 

“Supplier” Wiley’s Finest UK Limited (registered in England and Wales with company number 09021594). 

“Territory” United Kingdom.

“Warranty Period” a period of 12 months from the date of delivery.

1.2 Interpretation: 

(a) 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 re-enacted. 

(b) 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. 

(c) 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 Goods in accordance with these Conditions.  The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate. 

2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence. 

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 A quotation for the Goods given by the Supplier shall not constitute an offer.  A quotation shall only be valid for a period of 30 Business Days from its date of issue.

2.6 If the Supplier is unable or unwilling to accept the Order of a Customer, it will inform the Customer of this and will not charge for the Goods. This might be because for example the Goods are out of stock, because of unexpected limits on the Supplier’s resources which could not reasonably be planned for, because the Supplier has identified an error in the price or description of the Goods or because it is unable to meet a delivery deadline the Customer has specified in the request.

2.7 No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier on the terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of such cancellation.

2.8 The Supplier reserves the right to make changes from time to time to the Specification between the Supplier processing that Order and dispatching the Goods, for example, to reflect changes in relevant laws and regulatory requirements, or to address particular technical issues. Any such changes will not change any main characteristics of the Goods and will not normally affect the Customer’s use of those Goods.  If any change is made that would materially affect the Customer’s use of the Goods, the Supplier shall notify the Customer in any such event and work with the Customer to find an acceptable solution.

3. GOODS

3.1 The Specification of the Goods is in the Supplier’s catalogue and on their website. 

3.2 Without limitation, the Supplier reserves the right to amend the Specification if it believes it is necessary to do so to comply by any applicable statutory or regulatory requirement.
3.3 Any and all specifications, illustrations, photographs or descriptions on the Supplier’s websites, in its catalogues, trade literature and other published matters are of a generally informative nature and are approximate only and none of these form part of any Contract or give rise to any independent or collateral liability of whatsoever nature on the part of the Supplier and it shall be under no liability whatsoever for inaccuracies, changes or alterations in dimensions or measurements given, quoted or made by Supplier.
3.4 The Customer shall be solely responsible for ensuring that the Goods ordered are suitable for the Customer’s intended use.

4. DELIVERY

4.1 Delivery is completed when the Customer receives the Goods from Supplier’s designated courier at the delivery location designated by the Customer and agreed by the Supplier. 

4.2 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay or failure to deliver the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.3 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
4.4 If the Customer fails to take possession of the Goods on delivery, then, except where such failure or delay is caused by the Supplier, then:
(a) the Supplier shall store the Goods for five (5) Business Days on behalf of the Customer and charge the Customer for all related costs and expenses (including insurance and re-delivery); and
(b) if the Customer has not collected the Goods after five (5) Business Days from delivery, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage, insurance and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods (which the Customer shall pay to the Supplier).
4.5 If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods.

5. INSPECTION, ACCEPTANCE, AND WARRANTIES

5.1The Supplier warrants that on delivery and provided that they are stored strictly as set out by the Supplier for the indicated shelf-life of the Goods, the Goods shall: 

(a) conform in all material respects with their description; and

(b) be free from material defects in design, ingredients and material;
(c) be of satisfactory quality;

(d) be fit for any purpose held out by the Supplier; and

(e) be free from any latent defect during the Warranty Period. 

5.2 The Customer shall have the right to inspect the Goods for defects within 2 Business Days of delivery of the Goods.

5.3 Subject to clause 5.4, if following any inspection of the Goods, the Customer finds a defect: 

(a) the Customer is responsible for promptly giving notice in writing (containing reasonable detail and evidence of the defect) to the Supplier, within three (3) Business Days of delivery of the Goods;

(b) the Supplier is given a reasonable opportunity of examining such Goods;

(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business (as specified by the Supplier) at the Customer’s cost; and

(d) if a defect is found by the Supplier, the Supplier may, at its option replace the defective Goods, or refund the price of the defective Goods. 

5.4 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events: 

(a) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, handling, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; or

(b) the defect was caused by any act, omission, or circumstance that takes place after delivery to the Customer; or
(c) the Customer alters such Goods without the written consent of the Supplier; or

(d) the Customer makes further use of such Goods after giving notice to the Supplier in accordance with clause 5.3.(a).

5.5 If the Customer fails to give notice in accordance with clause 5.3(a), it will be deemed to have accepted the Goods and waives any right it may have to reject them.

5.6 Subject to clause 5.4, if the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1, then clauses 5.3.(b) to (d) inclusive will apply.

5.7 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1. 

5.8 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.9 These Conditions shall apply to any repair or replacement Goods supplied by the Supplier.

5.10 Except as set out in these Conditions, all warranties, conditions and other terms implied by law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer on completion of delivery. 

6.2 Title to the Goods shall not pass to the Customer until the earlier of: 

(a) the Supplier receiving payment in full (in cash or cleared funds) for the Goods in which case title to the Goods shall pass at the time of payment;

(b) and the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.  

6.3 Until title to the Goods has passed to the Customer, the Customer shall: 

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and in line with any storage instructions given and keep them insured against all risks for their full price from the date of delivery;

(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.1; and

(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time. 

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

(a) it does so (for the avoidance of doubt) as principal and not as the Supplier’s agent; and

(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.  

6.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.1, then, without limiting any other right or remedy the Supplier may have: 

(a) the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and

(b) the Supplier may at any time: 

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

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

7. PRICE AND PAYMENT

7.1 The price of the Goods shall be the price set out in the accepted Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery. 

7.2 The price of the Goods: 

(a) excludes amounts in respect of value added tax (VAT), if applicable; and

(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer separately. 

7.3 The Supplier may invoice the Customer for the Goods prior to shipping the Goods. 

7.4 The Customer shall pay the invoice in full and in cleared funds within 30 days of the invoice, unless otherwise stated in the accepted Order.  Payment shall be made in full and clear funds to the bank account nominated in writing by the Supplier.  Time for payment is of the essence. 

7.5 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank PLC’s base rate from time to time.  Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.  The Customer shall pay the interest together with the overdue amount. 

7.6 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).  The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer. 

8. TERMINATION

8.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if: 

(a) 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 7 days of that party being notified in writing to do so.

(b) 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;

(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a material part of its business; or

(d) the Customer’s financial position deteriorates to such an extent that in the Supplier’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, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause (a) to clause (c), or the Supplier 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, Supplier 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 The Supplier may terminate the Contract at any time for convenience by giving the Customer not less than 30 days’ prior written notice.

8.5 During the notice period referred to in clause 8.4, the Supplier shall continue to accept interim orders from the Customer in the ordinary course of business, provided that the volumes of Goods ordered are proportionate to the remaining duration of the Contract. The Supplier shall determine, acting reasonably, whether any such order is disproportionate and shall notify the Customer accordingly in the event of any rejection.
8.6 On termination of the Contract for any reason the Customer shall immediately pay to Supplier all of Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt. For the avoidance of doubt, on termination of the Contract, any Order in progress which has not yet been supplied to the Customer shall automatically be deemed to have been cancelled without liability to the Customer.
8.7 Following the effective date of termination of the Contract, any remaining stock of the Goods in the possession, custody or control of the Customer shall be sold strictly in accordance with these Conditions, including, without limitation, clauses 10 and 11.
8.8 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.   
8.9 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 liability for: 

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

(b) fraud or fraudulent misrepresentation;

(c) the Customer’s payment obligations; or

(d) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability. 

9.2 Subject to clause 9.1: 

(a) the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any (i) loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill, wasted expenditure, or (ii) indirect or consequential loss arising under or in connection with the Contract; and

(b) the Supplier’s total aggregate liability to the Customer shall in no circumstances exceed the price of the Goods.
9.3 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.4This clause 9 shall survive termination of the Contract.   

10. RESALE OF GOODS

10.1 The Customer shall resell the Goods exclusively through their own brick-and-mortar retail locations and/or proprietary e-commerce websites to customers located in the Territory. Any other sales channels must be pre-approved in writing by the Supplier (such approval not to be unreasonably delayed or withheld).

10.2 The Customer shall comply with the online marketing requirements (“Online Marketing Requirements”), which are communicated separately by the Supplier in writing. The Customer shall not list, advertise, or resell the Goods on third-party online marketplaces, including but not limited to Amazon, eBay or similar platforms, without prior written consent from the Supplier (“Marketplace Sales Restriction”). Supplier will grant consent based on compliance with a defined set of marketplace criteria and has currently selected one specialized marketplace reseller who meets the criteria and will limit the number of marketplace reseller to one for the time being.

10.3 The Marketplace Sales Restriction in clause 10.2 applies to all forms of third-party online marketplace listings, including but not limited to direct sales, drop shipping, or fulfilment through third-party services.

10.4 The Customer shall:

(a) pass on the Marketplace Sales Restriction to any the customers who purchase the Goods from the Customer, directly or indirectly, in their capacity as retailers (“B2B-Customers”) for resale as part of the Customer’s overall terms with such B2B-Customers; and

(b) share the Online Sales and Marketing Requirements with any B2B-Customer ordering Goods for resale.

10.5 In the event that  the Supplier has a reasoned suspicion that specific B2B-Customers of the Customer are not complying with the Marketplace Sales Restriction, the Supplier reserves the right to ask the Customer for, and the Customer agrees to provide to Supplier promptly, the strictly necessary information to identify such B2B-Customers and their sources of supply, and to enforce the Marketplace Sales Restriction on such B2B-Customers.

10.6 The Customer shall promptly disclose in writing to the Supplier the minimum necessary information (such as the entity name and address of their B2B-Customers buying the Goods, type of Goods sold and volumes thereof) required for investigating potential infringements.

10.7 For the avoidance of doubt, information provided by the Customer for this purpose will be used by the Supplier strictly for the defined scope of monitoring and enforcing compliance with the Marketplace Sales Restriction.

10.8 The Customer shall comply all times with this clause 10 and the Online Marketing Requirements agreed with the Supplier.

10.9 In addition to the consequences for breach of these Conditions set out in clause 8, in the event of repeated or continued breach of the provisions in this clause 10, the Supplier reserves the right to suspend or terminate the Customer’s account and/or any current or future Contracts.

10.10 Any unauthorized listing or sale of the Goods on third-party online marketplaces, in breach of these Conditions, shall be deemed a material breach of contract and considered detrimental to the Supplier’s brand and business interests. The Supplier reserves the right to take appropriate remedial action in accordance with the terms of these Conditions.

11. INTELLECTUAL PROPERTY AND ADVERTISEMENT

11.1 The Customer acknowledges that all intellectual property rights in the Goods and the Supplier’s trade marks, trade names, logos, designs, and copyright (“Supplier IPR”), are the exclusive property of the Supplier.

11.2 The Customer shall advertise the Goods online using the Supplier IPR subject to such advertisement being compliant with the marketing requirements and guidelines issued by the Supplier in writing from time to time. The Supplier may, at its sole discretion, require the Customer to remove any online advertisement, listing, or promotion that, in the Supplier’s reasonable opinion, risks damaging the brand image, goodwill, or reputation of the Supplier, the Supplier’s IPR, or the Goods. The Customer shall comply with any such removal request within 2 Business Days of receipt.

11.3 The Customer shall:

(a) uphold the Supplier’s brand image by complying with all marketing, promotional, and non-binding pricing (including but not limited to any recommended resale pricing or maximum pricing) issued by the Supplier (provided that such pricing guidelines do not restrict the Customer’s ability to independently determine its resale prices); and

(b) comply with any online sales and marketing requirements issued by the Supplier in writing from time to time when selling and advertising the Goods.

11.4 The Customer shall not:

(a) represent itself as an agent of the Supplier for any purpose; or

(b) pledge the Supplier’s credit; or

(c) give any condition or warranty on the Supplier’s behalf; or

make any representation on the Supplier’s behalf; or

(d) commit the Supplier to any contracts; or

(e) otherwise incur any liability for or on behalf of the Supplier.

12. FORCE MAJEURE

Without prejudice to the Customer’s payment obligations set out in clause 7, neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event.  If the period of delay or non-performance continues for 6 (six) weeks or more, the party not affected by the Force Majeure Event may terminate this Contract by giving at least 30 days' written notice to the affected party.

13. GENERAL

13.1 Entire agreement. 

(a) 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. 

(b) 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. (c) Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. 

13.2 Variation.  No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorized representatives).  

13.3 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. 

13.4 Severance.  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. 

13.5 Notices. 

(a) 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. 

(b) A notice or other communication shall be deemed to have been received:  if delivered personally, when left at the address referred to in clause (a); 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. 

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. 

13.6 Third party rights.  No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.  

13.7 Confidentiality.

(a) Each party undertakes that it shall not at any time during the Contract and for a period of 2 years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.7(b).

(b) Each party may disclose the other party's confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause; and

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

13.8 Conflict. If there is an inconsistency between any of the provisions of this Contract and the Order, the Order shall prevail.

13.9 No partnership or agency. Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

13.10 Assignment and other dealings. This Contract is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract. The Supplier may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Contract.

13.11 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. 

13.12 Jurisdiction.  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.

These General Conditions of Supply were updated on July 14, 2025.