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Warwickshire Clothing – Business-to-Business (B2B) Terms and Conditions of Sale


1. Interpretation and Application

  • 1.1 These Terms and Conditions apply exclusively to all contracts for the sale of goods by Warwickshire Clothing (the "Seller") to any business entity, sole trader, or corporate buyer (the "Buyer").

  • 1.2 By registering for a trade account, placing an order, or accessing trade-only sections of the website, the Buyer agrees to be bound by these Terms.

  • 1.3 Any variations to these Terms shall be inapplicable unless expressly agreed in writing by a Director of the Seller.

  • 1.4 The Buyer confirms that they are purchasing goods solely for the purposes of their trade, business, craft, or profession. The Buyer acknowledges that consumer protection legislation, including the Consumer Rights Act 2015, does not apply to this contract.

2. Trade Account and Registration

  • 2.1 Access to trade pricing and ordering is strictly conditional upon the creation and maintenance of an approved Trade Account.

  • 2.2 The Seller reserves the right to reject any application or terminate existing trade access at its absolute discretion without providing justification.

  • 2.3 The Buyer is entirely responsible for maintaining the confidentiality of their portal login credentials. Any order placed via the Buyer’s account shall be deemed authorized by the Buyer.

3. Orders and Contract Formation

  • 3.1 All orders placed by the Buyer constitute an offer to purchase under these Terms. No contract exists until the Seller issues a formal written Order Confirmation or dispatches the goods.

  • 3.2 The Seller reserves the right to impose Minimum Order Quantities (MOQs) or minimum order values, which may be altered at any time with prior notice.

  • 3.3 Goods are frequently sold in pre-determined pack assortments (size, color, or quantity runs). The Buyer acknowledges that pack ratios are fixed and cannot be modified unless explicitly agreed by the Seller.

4. Price and Payment

  • 4.1 All trade prices displayed on the portal or quoted are exclusive of Value Added Tax (VAT) and delivery charges, which shall be calculated and appended at checkout or invoicing.

  • 4.2 Pro-forma Basis: Payment is required on a Pro-forma basis to reserve product(s) to avoid unnecessary delays, unless explicitly agreed otherwise in writing by the Seller. Stock will not be held or secured until cleared funds are received.

  • 4.3 For Buyers with formally approved credit accounts, payment is strictly due within 30 days from the invoice date unless alternative terms are explicitly agreed.

  • 4.4 If payment is not made by the due date, the Seller reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 at a rate of 8% above the Bank of England base rate, alongside statutory compensation fees.

  • 4.5 Settlement & Corporate Entity: All invoices are issued by and payable to our corporate entity, Rana Textiles Limited, via bank transfer or approved electronic payment channels as specified on your order invoice.

  • 4.6 International Payments: For all trade buyers transferring funds from outside the United Kingdom, payments must be settled in GBP (British Pounds Sterling). The Buyer must select options to pay all applicable transaction and intermediary banking fees to ensure the full invoice amount clears into our account.

  • 4.7 Payment Support: Should you need any help regarding online or direct bank payments, please do not hesitate to contact our trade support desk.

5. Delivery and Risk

  • 5.1 Delivery dates provided by the Seller are estimates only. Time of delivery shall not be of the essence of the contract, and the Seller accepts no liability for direct or indirect losses caused by delivery delays.

  • 5.2 Risk of damage to or loss of the goods passes to the Buyer immediately upon delivery to the specified trade address or upon collection by the Buyer's carrier.

  • 5.3 Refused Deliveries: If a delivery is refused by the Buyer at the destination address, the order will be returned to our warehouse and will be subject to a 15% restocking fee, alongside any applicable return freight charges.

6. Retention of Title

  • 6.1 Notwithstanding delivery and the passing of risk, legal and beneficial title to the goods remains entirely with the Seller until full payment has been received for those goods and all other sums currently due from the Buyer.

  • 6.2 Until title passes, the Buyer must store the goods separately from other stock, ensure they remain identifiable as the Seller’s property, and maintain adequate insurance for them.

  • 6.3 The Seller reserves the right to enter the Buyer's premises to inspect or repossess goods if the Buyer’s payment becomes overdue or if the Buyer faces insolvency.

7. Inspection, Returns, and Restocking Fees

  • 7.1 Notification Window: The Buyer must inspect all merchandise immediately upon arrival. A formal, written return request must be sent to info@warwickshireclothing.com within 72 hours of receipt of merchandise. Any requests submitted after this 72-hour period can be refused, and no refund or exchange will be offered.

  • 7.2 Written Acceptance Required: No return inventory will be received at our warehouse without prior written confirmation and acceptance from the Seller.

  • 7.3 Maximum Return Window: Approved returns will only be physically accepted at our facility within the first 28 days of the original delivery date.

  • 7.4 Item Condition and Negligence: Product(s) returned in a damaged or used condition, or without original packaging or tags, are identified as the Buyer's own negligence or responsibility. This shall result in no refunds or exchanges being offered, despite any prior acceptance of the written request.

  • 7.5 Strictly Non-Returnable Items: We cannot accept returns on embroidered, customized, or washed garments under any circumstances.

  • 7.6 Buyer Error Restocking Fee: B2B transactions are firm contract sales. Returns permitted due to customer error (e.g., ordering incorrect quantities, incorrect sizes, or duplicate orders) will be subject to a 25% restocking fee.

8. Intellectual Property and Reselling Restrictions

  • 8.1 All intellectual property rights in the goods, brand names (including Hazy Blue and Country Classics), website layout, and marketing assets remain the exclusive property of the Seller or its licensors.

  • 8.2 The Seller grants the Buyer a non-exclusive, revocable license to utilize approved product imagery and descriptions solely for marketing and reselling the goods.

  • 8.3 Third-Party Marketplace Restriction: The Buyer shall not list, advertise, or resell any goods supplied by the Seller on third-party marketplace platforms - including Amazon, eBay, and TikTok Shop - without obtaining prior express written consent from a Director of the Seller.

9. Limitation of Liability

  • 9.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, or for fraud.

  • 9.2 Subject to clause 9.1, the Seller’s total liability to the Buyer for any breach of contract, tort (including negligence), or statutory duty shall be strictly limited to the total price paid by the Buyer for the specific order giving rise to the claim.

  • 9.3 The Seller shall under no circumstances be liable to the Buyer for loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, or any indirect or consequential financial loss.

10. Governing Law and Jurisdiction

  • 10.1 This agreement and any dispute or claim arising out of it shall be governed by, and construed in accordance with, the laws of England and Wales.

  • 10.2 Both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising under or in connection with these Terms.