Wholesale Terms & Conditions

WHOLESALE TERMS AND CONDITIONS

Futureselfcoffee.com

1 DEFINITIONS

(1) "Buyer" means the business who buys or agrees to buy the Goods from the Supplier for resale purposes;

(2) "Consumer" shall have the meaning ascribed in section 12 of the Unfair Contract Terms Act 1977;

(3)"Contract" means the contract between the Supplier and the Buyer for the sale and purchase of Goods incorporating these Terms and Conditions;

(4) "Goods" or “Products” means the items that the Buyer agrees to buy from the Supplier;

(5) "Supplier" means Future Self Coffee Ltd, a company registered in England and Wales, Registration number 14088302, whose registered office is 2nd Floor National House, 60-66 Wardour Street, London, United Kingdom, W1F 0TA, and whose trading address is at 2nd Floor National House, 60-66 Wardour Street, London, United Kingdom, W1F 0TA that owns and operates futureselfcoffee.com and whose VAT registration number is 432540033

(6) "Terms and Conditions" means these terms and conditions but will also include any special terms and conditions agreed in writing by the Supplier;

(7) "Website" means futureselfcoffee.com;

(8) “Working days” means any Monday to Friday from 9am to 5pm excluding all Public and bank holidays in England and Wales.

(9) "Public" refers to those buying who have not yet registered as a business or are in the action of and are buying the products for the sole purpose of resale.

2 CONDITIONS

(1) These Terms and Conditions include the Website User terms and Privacy Policy to all contracts for the sale of Goods by the Supplier to the Buyer and will prevail over any other communication, agreement or documentation from the Buyer. Nothing in these Terms and Conditions is intended to affect a Buyer’s statutory rights as a Consumer.

(2) If the Buyer accepts delivery of the Goods, then this shall be deemed conclusive evidence of the Buyer’s acceptance of these Terms and Conditions.

(3) These Terms and Conditions can only be varied if the Supplier specifically agrees in writing. Any special conditions which apply will be set out in an e-mail which will serve as a Schedule to this agreement.

(4) The Supplier is entitled to vary these Terms and Conditions at any time but this right shall not affect the existing Terms and Conditions (including any special or varied terms and conditions accepted by the Buyer upon purchase).

(5) Any complaints by the Buyer must be in writing to the Supplier’s Trading address stated in clause 1(5).

3 ORDERING

(1) Sample goods are available by appointment only, please email trade@futureselfcoffee.com to arrange a mutually convenient time

(2) To place an order the Buyer must use the Order process on [futureselfcoffee.com]

(3) Goods are available for sale to Buyers who are registered business only. Goods are sold as seen. The wholesale Goods are not available to consumers. By placing an order the Buyer undertakes and confirms that they are purchasing as a registered business and not as a consumer. The Supplier will not accept any order placed by a consumer under any circumstances.

(4) All orders for Goods are deemed to be an offer by the Buyer to purchase Goods pursuant to these Terms and Conditions and are subject to acceptance by the Supplier. The Supplier may choose not to accept an order for any reason outlined in their terms. We can not send to BPFO addresses. If you order and use a BPFO address we will contact you and request a full UK address as an alternative. If you can not provide one we will cancel the order.

(5) If the Goods are not available from stock then the Supplier will notify the Buyer. The Buyer can either choose an alternative or to wait until those goods are available or can receive a credit note within 28 days.

(6) Where Goods are purchased and payment completed, the Buyer can request in writing by email within 24 hours to cancel the order. Cancellation of any order whether made online, by email, over the phone or in person, is liable to a 20% cancellation/restocking fee.

4 ABOUT THE GOODS

(1) Goods are wholesale goods as explained and detailed on the website. The Buyer specifically agrees

(a) to tolerate up to a 5% variance in the stock amounts

(b) that, when selling to the public, The Buyer understands that brand removal or any attempt to de-brand Goods, is an immediate breach of these terms which allows the Supplier to claim an amount equivalent to 20 times the value of the order placed but may also result in both civil and criminal proceedings against the buyer.

(2) Goods do not come with any warranty or guarantee whatsoever other than implied by law for business to business sales.

(3) that The Buyer has ensured that the goods to be purchased are sellable on the Buyer's chosen platforms. Any restrictions imposed by third party selling platforms, brand owners or any entity after the goods have been accepted by The Buyer, will not be liable for a reason to return whatsoever.

5 PRICE AND PAYMENT

(1) (a) The price of the Goods are exclusive of VAT and are those displayed on the website.

(b) Prices include delivery charges to mainland England as detailed on the website unless specified as “Free Delivery”. Free Delivery” will only apply to mainland England. Please allow 2-3 working days for account notification

(c) On the website we may provide estimates of delivery charges outside mainland England. These are only estimates and will only be confirmed after order. For delivery charges outside of mainland England, including Scotland, Wales, Ireland, Northern Ireland and any area outside of the United Kingdom, including BFPO, and any queries about delivery including whether you will be entitled to free delivery please e-mail us at trade@futureselfcoffee.com before placing your order.

(d) The total price, including VAT and delivery, will be displayed and confirmed upon checkout before the order is confirmed. Please allow 3-5 working days for account notification

(e) The buyer can organise collection of Goods but this must be organised with the Supplier at before collection can take place. The Supplier will normally need at least 3 working days before collection but larger or palletised orders may require more time.

(2) Payment of the price plus any applicable VAT and delivery charges must be made in full before any Goods are dispatched.

(3) Payment is due in GBP and can be made by

(a) Wire Transfer/Bank Transfer

(b) Cash on Collection, where collection has been organised in accordance with these terms

(4) Once the Supplier receives the order the Supplier will e-mail confirmation of the order (including the Goods ordered and the price) together with any applicable consumer cancellation rights.

(5) For customers exporting internationally, stock purchased within the UK or sent to a UK shipper/courier will be subject to UK VAT at the correct rate at the time. For any Buyers looking to reclaim any VAT due to export, Future Self Coffee Ltd (in line with VAT notice 703 https://www.gov.uk/guidance/vat-on-goods-exported-from-the-uk-notice-703) requires proof of export in the form of a waybill or bill of lading within three months of the time of purchase to be able to process a VAT refund. Notices received outside of this period will not be eligible for refund as per the guidelines set out by HMRC. Only valid export documents will be accepted as provided by recognised shippers or couriers. It should be noted that it is wholly the Buyers responsibility to ensure the correct paperwork is received within the set time frame. Future Self Coffee Ltd accepts no liability whatsoever for un-claimable VAT due to the customer not meeting the requirements set out by HMRC and/or VAT notice 703.

6 SUPPLIER’S RIGHTS

(1) The Supplier reserves the right to withdraw any Goods from the Website without notice without any liability whatsoever.

(2) The Supplier reserves the right to refuse any order without liability.

(3) Unless specifically displayed on the website, prices are not guaranteed for any length of time. The Supplier reserves the right to update the prices displayed and will use their best endeavours to ensure that prices are correct at the time the buyer places an order.

(4) Where payment is overdue (does not clear for any reason or is not made on time) then the Supplier will immediately cease or suspend the delivery of any Goods until full cleared payment is received by the Supplier.

7 DELIVERY

(1) At the time of placing the order, and before goods can be dispatched, the buyer must supply the following information :-

(a) Company name, full contact details, including e-mail address, delivery address, landline and mobile telephone numbers

(b) any restrictions that could apply for delivery (e.g. narrow roads, residential area, requirement for pallet truck, requirement for forklift, parking restrictions, waiting times, red route, restricted access, buzzer entry, market centres, height or width restrictions or anything else suchlike).

(2) Goods will not be dispatched until the Supplier has received cleared full payment of the price.

(3) Goods supplied will normally be delivered within the following number of working days of acceptance of order:

(a) to addresses on mainland UK within 14 working days;

(b) to addresses in Europe within 30 working days;

(4) The Supplier will use its best endeavors to adhere to any agreed dates for delivery but time shall not be of the essence. However when the Supplier can not adhere to an agreed date the Supplier will notify the Buyer who can agree a new date. The Supplier will never be liable for any losses, costs, damages or expenses incurred by the Buyer or any third party arising directly or indirectly out of any failure to meet any delivery date.

(5) The Supplier will organise delivery of Goods to the Buyer’s address as provided by the Buyer on ordering. The Buyer is responsible for making arrangements to take delivery whenever they are delivered and is responsible for all redelivery and associated costs where delivery is not made at the first attempt. Where deliveries are made outside of the UK, it is the customer's responsibility to ensure they have a full understanding of any laws or legislation for the importing of goods. It is the receiver's (customer's) responsibility to confirm and pay any additional charges outside of regular postage including: customs fees, import tax, docking fees and any other related costs. Risk in the Goods shall pass to the Buyer upon delivery of the Goods, or where the Buyer fails to take delivery, at the time delivery was attempted.

(6) The Goods will only pass to the Buyer upon cleared full payment of the price.

(7) We can not send to BPFO addresses. If you order and use a BPFO address we will contact you and request a full UK address as an alternative. If you can not provide one we will cancel the order.

8 RETURNS, QUERIES / COMPLAINTS & NOTICES

1) Upon delivery the Buyer will inspect the package/packaging. Where the package/packaging is/or appears to be damaged in any way, then the Buyer must bring this to the attention of the deliverer. Where items are signed for on delivery the Buyer must mark “package damaged” when signing for the item.

(2) Immediately upon receipt the Buyer will properly inspect the Goods and shall notify the Supplier in writing by email trade@futureselfcoffee.com within 5 working days of delivery if the Goods are damaged or do not comply with any of the Contract. If the Buyer fails to do so the Buyer shall be deemed to have accepted the Goods.

(3) Where a claim of defect or damage is made, after contacting the Supplier in accordance with clause 8(2) above, the Buyer must comply with the Returns Instructions provided by the Supplier. The Buyer is under a duty to take care of the Goods until they have been returned to the Supplier. Once the Supplier has received the returned Goods and if the Goods are defective then the Supplier will either provide a replacement or a credit note (excluding the proportion of delivery costs relating to the faulty item). However, any failure to follow the requirements and procedures detailed in this clause 8 and the buyers obligations at clause 9 following will be considered a breach by the Buyer and the Supplier will not provide a replacement or a refund.

(4) All Goods to be returned must clearly show the order number obtained from the Supplier together with any information the Supplier stipulates in the Returns Instructions.

(5) Where returned Goods are found to be damaged due to the Buyer’s actions the Buyer will be liable for the cost of remedying such damage.

(6) All goods to be returned must be returned using Royal Mail Recorded Delivery or similar service which requires a signature upon receipt. Return postage is paid by the buyer. The seller will not reimburse return postage costs under any circumstances.

(7) All items returned must be sent to the Warehouse address of Future Self Coffee Ltd, ShipBob, Inc. 110 Faraday Park, Dorcan, Swindon SN3 5JF or a nominated address if different. Items sent for return must be received back either by Future Self Coffee Ltd or the Third Party Vendor within 7 days from the date of acceptance of the return.

(8) Where Goods are purchased and deemed unwanted, the Buyer can return them at their own cost. Items must be returned as originally sent (ie in original packaging etc). You must notify us in writing by email of any unwanted items within 7 days of receipt of the order. The Buyer can return the unwanted/change of mind items at their own cost and receive a credit note for the full amount of the purchased products less the original postage cost to be spent on any other items on the website or offset against a future purchase. All credits notes are issued at the discretion of Future Self Coffee Ltd.

(9) Where perishable goods are involved, these items can not be accepted for return. If damage/ liability is accepted, a credit note will apply, for the full amount of the damaged products less the original postage cost, to be spent on any other items on the website or offset against a future purchase. All credits notes are issued at the discretion of Future Self Coffee Ltd.

(10) Any issues, concerns or complaints whatsoever about our products or services must be raised by the Buyer with Us before approaching any third party. Third parties include but is not limited to independent review sites, chargeback services including bank, credit/debit card. Reasonable time must be given to allow us to resolve your complaint. You must contact us in writing on trade@futureselfcoffee.com and must include: Your company name, Your name, Order number, Best contact telephone number and a full detailed description your reason for contact.

We will acknowledge any contact We receive within 2 working days and aim to provide a full response within 28 days, but We shall be entitled to take up to 56 days to provide our full reply. Each complaint will be dealt with by an individual complaints manager. Once We provide you with an internal response, Our response will be final.

If You are not satisfied with the response, or We have not replied in full within 56 days beginning with the day after We receive Your complaint you have the option to take this matter to by email to trade@futureselfcoffee.com YOU agree that you will not seek a chargeback or raise a dispute with your credit/debit card provider or bank if You have not exercised this option.

9 RESPONSIBILITY & USE OF GOODS/PRODUCTS

(1) The Buyer agrees to be solely responsible for the use of any resale of Goods supplied and that they will use the Goods legally and only for the purposes that such Goods are intended to be used for and at all times in accordance with any applicable manufacturer’s instructions, advice, suggestion, guidance and information and will ensure this is part of their resale agreement. This includes ensuring that the Buyer reads all the information and guidance supplied by the manufacturer, takes any required precautions and/or tests before use and fully understands what the Goods contain.

(2) Furthermore the Buyer agrees that they will not misuse any Goods supplied and will abide by any laws applicable to any Goods supplied.

(3) With all products, it is the Buyer’s responsibility to ensure that the Goods are suitable for the Buyer’s own use and the Buyer will ensure this is part of their resale agreement

(4) The Buyer specifically accepts that the effectiveness of any products will also be dependent on correct and effective use, storage, inspection and periodic routine maintenance and the Buyer will ensure this is part of their resale agreement

(5) The Buyer specifically agrees that the Supplier has no liability and furthermore that the Buyer will indemnify the Supplier for any losses or expenses incurred whatsoever resulting from any breach of this clause.

10 LIMITATION OF LIABILITY

(1)Nothing in these Terms and Conditions shall exclude or limit the liability of the Supplier for death or personal injury resulting from the negligence of the Supplier or its employees or agents.

(2) TheSupplier shall never be liable for any indirect, incidental or consequential loss or damage whatsoever.

(3) Time shall not be of the essence and the Supplier shall incur no liability to the Buyer in respect of any failure to deliver the Goods by any agreed date.

(4)Other than those implied by law, in the event of the Supplier breaching any of these Terms and Conditions the Buyer’s remedies are limited to damages which in no circumstance whatsoever will exceed the price of the Goods.

11 WAIVER

Nothing in these Terms and Conditions and no express or implied waiver by the Supplier in enforcing any of its rights under this contract shall prejudice its rights to do so in the future.

12 FORCE MAJEURE

The Supplier shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, accidents, war, fire, strikes, lock outs, failure of any communications including telecommunications or computer systems, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Supplier shall be entitled to a reasonable extension of its obligations.

13 INVALIDITY & SEVERANCE

Each clause or any part at all of this agreement is to be regarded as independent of the others. This means that should any clause or any part at all of this agreement be found to be unenforceable or invalid it will be severed and will not affect the enforceability or validity of the rest of this agreement.

14 GOVERNING LAW AND JURISDICTION

These Terms & Conditions shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.

For more information on your rights as a buyer please click here.