Vonhaus Trade Accounts

Welcome to the Vonhaus trade accounts page.

If you are interested in stocking Vonhaus or Vonshef products in-store or online, follow the steps below to order today.

HOW IT WORKS

*Minimum order value of £500.00 is required.

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WHY VONHAUS TRADE?

Award Winning Products

You’re buying from a brand that doesn’t just want to move units. We care – about the details, the delivery, the aftercare. Thats why we're proud to be holders of the following awards:

Trade Account Benefits

There for you

Whether you're sourcing products for retail, property development, interior design, maintenance or construction, Vonhaus delivers value beyond just pricing. Our trade program is designed to support your operations, scale with your needs, and simplify procurement. But, most importantly a dedicated account manager on hand to help you every step of the way!

 Exclusive Trade Pricing

Enjoy discounted rates on our full collection — from power tools and garden equipment to homeware, storage, and furniture.

Bulk Order Capabilities

Order in larger volumes with confidence. Our fulfillment systems and warehouse capacity ensure we can meet your demand reliably.

Dedicated Trade Support

Work directly with a dedicated trade account manager who understands your business and helps streamline your ordering process.

Flexible Delivery Options

Need delivery to multiple sites or within tight timeframes? We offer adaptable logistics and fast dispatch across the UK.

Real-Time Stock Visibility

Get up-to-date availability to avoid delays and keep your projects or inventory on track.

PRODUCT CATALOGUE

FAQS

How long does it take to register for a trade account?

Registration is quick and straightforward, you will just need to provide a few basic company details when signing up.

Can I start placing orders immediately after signing up?

Once your account is created, a verification review will be carried out which usually takes between 1–3 working days before you can begin purchasing.

Will I be notified when my account is approved?

Yes. You will receive confirmation once your account is approved, along with details of your dedicated account manager and updates regarding your trade account status.

What are the benefits of opening a Vonhaus trade account?

Vonhaus trade accounts holders enjoy exclusive pricing, bulk order support, dedicated account management, flexible delivery options, and real-time stock visibility across the Vonhaus product range.

Who can apply for a trade account?

Trade accounts are available for businesses who would like to make orders in bulk.

Do trade accounts receive discounted pricing?

Yes. Trade customers benefit from exclusive trade pricing across Vonhaus power tools, garden equipment, homeware, storage, and furniture collections.

Can I place bulk orders online?

Yes. The Vonhaus B2B portal is designed to support large-volume purchases, backed by strong warehouse capacity and reliable fulfillment systems.

Is there a minimum order requirement?

Minimum order requirements may apply depending on the product and order type. Your dedicated trade account manager can provide specific guidance.

How fast is delivery for trade orders?

Flexible delivery options are available, including fast dispatch and multi-site delivery where required, helping you meet project deadlines.

Can I check product stock before placing an order?

Yes. Trade customers can access real-time stock visibility to help avoid delays and plan procurement efficiently.

Will I have a dedicated support contact?

Yes. Trade account holders are assigned a dedicated account manager to provide personalised ordering assistance and business support.

CONTACT US

For any trade queries or further information please contact us via:

 Email: [email protected]

 Address: 6th Floor, The Tower, Deva City Office Park, Salford M3 7BF

Our team is available to provide personalised assistance and ensure a smooth ordering process.

VONHAUS B2B TERMS AND CONDITIONS OF SALE

The customer's attention is drawn in particular to the provisions of clause 12.

1. INTERPRETATION

2 Definitions.

In these Conditions, the following definitions apply:

Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;

Collection Location shall have the meaning in clause 4.3;

Conditions means the terms and conditions set out in this document as amended from time to time in accordance with clause 14.6;

Contract means the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions;

Customer means the person or firm who purchases the Goods from the Supplier;

Customer Website shall have the meaning set out in clause 9.1;

Delivery Location shall have the meaning in clause 4.2;

Force Majeure Event mean has the meaning given in clause 13;

Goods means the goods (or any part of them) set out in the Order;

Keyword means any one, combination or all of Vonhaus, VonShef, Beautify, BTFY, Vonhaus,   Spinningfield, Von Haus, Von House, Von Shef, Von Chef, Spinning Field, or as may otherwise be notified to the Customer in writing from time to time by the Supplier.

Order means the Customer's purchase order form or the Customer's written acceptance of the Supplier's quotation, as the case may be;

Reserved Sites shall have the meaning set out in clause 9.1.3;

Supplier means Vonhaus Limited means a company registered and incorporated in England and Wales with company number 07047520 and its registered address at 6th Floor, The Tower Deva City Office Park, Trinity Way, Salford, M3 7BF;

Supplier’s Website means the Supplier’s website at www.vonhaus.com and/or any other website notified by the Supplier to the Customer from time to time; and
Trademarks means the Supplier’s trade mark registrations and applications in respect of the Goods, as listed on the Supplier’s Website or notified by the Supplier from time to time. 

2.1 Construction.

In these Conditions, the following rules apply:

2.1.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2.1.2 A reference to a party includes its personal representatives, successors or permitted assigns.

2.1.3 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.

2.1.4 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.

2.1.5 A reference to writing or written includes e-mails.

3. BASIS OF CONTRACT

3.1 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.

3.2 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 are complete and accurate.

3.3 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.

3.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.

3.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures, or on the Supplier’s Website, are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

3.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of ten (10) Business Days from its date of issue.

4. GOODS

4.1 The Goods are as described in the Supplier's catalogue or brochures, or on the Supplier’s Website.

4.2 The Supplier reserves the right to amend the specification of the Goods at any time, if required by any applicable statutory or regulatory requirements.

5. DELIVERY

5.1 The Supplier shall ensure that:

5.1.1 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

5.1.2 if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.

5.2 Subject to clause 4.3, the Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. In such cases, delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.

5.3 In cases where the Customer notifies the Supplier in advance, the Customer shall collect the 
Goods from the Supplier's warehouse or such other location as may be advised by the Supplier prior to delivery (Collection Location) within three (3) Business Days of the Supplier notifying the Customer that the Goods are ready. In such cases, delivery of the Goods shall be completed on the completion of loading of the Goods at the Collection Location.

5.4 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 in delivery of 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.

5.5 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. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure 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.

5.6 If the Customer fails to accept delivery of the Goods within three (3) Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:

5.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and

5.6.2 the Supplier shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).

5.7 If ten (10) Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.

5.8 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of written notice from the Customer that the wrong quantity of Goods was delivered, such notice to be received by the Supplier within three (3) Business Days of delivery of the relevant Goods.

5.9 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

6 QUALITY AND RETURN OF GOODS

6.1 The Supplier warrants that on delivery, and for a period of twelve (12) months from the date of delivery (warranty period), the Goods shall:

6.1.1 conform in all material respects with their description;

6.1.2 be free from material defects in design, material and workmanship; and

6.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979),

6.2 Subject to clause 5.3, if:

6.2.1 the Customer gives notice in writing to the Supplier, during the warranty period and 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;

6.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and

6.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost, 
the Supplier shall, at its option:

(i) repair or replace the defective Goods; or

(ii) refund the price of the defective Goods in full, but only in cases where: (a) the Customer’s notice (in accordance with clause 5.2.1) is received within twenty-eight 
(28) days of the date of delivery of the relevant Goods; or (b) where it is not possible for the Supplier to repair or refund the defective Goods.

In the event that the relevant Goods (or parts) are out of stock at the relevant time, but the Supplier is expecting the relevant Goods (or parts) to come back into stock within a reasonable period of time, the Supplier may require the Customer to wait for the relevant Goods (or parts) to come back into stock, without any obligation on the Supplier to offer to refund the price of the defective Goods in the meantime.

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

6.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2.1;

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

6.3.3 the Customer alters or repairs such Goods without the written consent of the Supplier;

6.3.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;

6.3.5 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or

6.3.6 the Supplier is unable to examine the Goods in accordance with clause 5.2.2 because the Goods have been destroyed or are unavailable for any other reason, except to the extent that such state of affairs is due to the act or omission of the Supplier.

6.4 Any Goods being returned to the Supplier in accordance with this clause 5 must be:

6.4.1 approved in advance by the Supplier. The Customer must obtain an authorisation number for the return of the Goods from the Supplier before returning the Goods. The Supplier will not accept any liability in respect of any Goods which are returned without its prior authorisation;

6.4.2 returned to the Supplier in the same packaging and in the same condition as received by the Customer, and accompanied by the Supplier’s original delivery note;

6.4.3 clearly marked, including details of the relevant fault or damage to the Goods and the Supplier’s authorisation number for the return; and

6.4.4 complete as sold (e.g. no missing parts or attachments). Incomplete Goods or badly and dangerously packed products will not be accepted for return and the Supplier reserves the right to charge a £5.00 handling charge in respect of such returned Goods. In the event that there is any discrepancy between the Goods advised as returned and the Goods actually received, the Supplier will only be under an obligation to repair, replace or refund the Goods actually received in accordance with clause 5.2.

6.5 In the event that the Customer requires replacement Goods to be sent by direct dispatch, a second carriage charge will apply.

6.6 Except as expressly 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.

6.7 The Supplier shall not be under any obligation to accept any returned Goods in any circumstances other than as expressly set out in this clause 5. In the event that  the Customer makes a request for good stock to be returned:

6.7.1 the Customer must ensure that the return of the relevant Goods is authorised by the Supplier in advance (at the Supplier’s sole discretion);

6.7.2 the relevant Goods must be returned to the Supplier in a 100% re-saleable condition (e.g. the Goods must not be labelled or priced);

6.7.3 the Customer will be required to pay the cost of return of the Goods, along with a charge of £9.00 in respect of the cost of the return label and a 10% handling charge; and

6.7.4 the original carriage charge will not be credited to the Customer.

6.8 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.

These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

7. TITLE AND RISK

7.1 The risk in the Goods shall pass to the Customer on completion of delivery in accordance with clause 4.2 or clause 4.3 (as applicable).

7.2 Title to the Goods shall not pass to the Customer until the earlier of: 
the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; or

7.2.2 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.

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

7.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

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

7.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

7.3.4 notify the Supplier immediately if it becomes subject to any of the events listed in clause 11.1.4; and

7.3.5 give the Supplier such information relating to the Goods as the Supplier may require from time to time.

7.4 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:

7.4.1it does so as principal and not as the Supplier’s agent; and

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

7.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 11.1.4, then, without limiting any other right or remedy the Supplier may have:

7.5.1 the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and

7.5.2 the Supplier may at any time:

7.5.2.1 .require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and

7.5.2.2 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.

8. PRICE AND PAYMENT 
8.1 The price of the Goods shall be the price set out in the Supplier’s written confirmation of the 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.

8.2 The Supplier may, by giving notice to the Customer at any time up to ten (10) Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

8.2.1 any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

8.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or

8.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

8.3 The price of the Goods is exclusive of the costs and charges of packaging and transport of the Goods, which shall be invoiced to the Customer.

8.4 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.

8.5 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.

8.6 In the event that the Customer does not agree with the Supplier’s calculation of the amount payable by the Customer in relation to any particular invoice, the Customer shall notify the Supplier in writing of the grounds on which it does not agree within three (3) Business Days of receipt of the relevant invoice. The parties shall, in good faith, discuss such disagreement and use reasonable endeavours to resolve the disagreement.

8.7 The Customer shall pay all undisputed elements of invoices issued to it by the Supplier, in full and in cleared funds, within twenty (20) Business Days of the date of the invoice, unless it is agreed otherwise by the Supplier in advance in writing. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.

8.8 All disputed elements of an invoice issued to the Customer by the Supplier shall be paid by the Customer within two (2) Business Days of such disputed elements being agreed or determined in accordance with clause 7.6 above.

8.9 If the Customer fails to make any payment properly 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 Barclay’s 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.

8.10 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.

9. CUSTOMER’S OBLIGATIONS

9.1 To the extent that the Customer resells the Goods in the ordinary course of its business, the Customer shall not:

9.1.1 make any promises or guarantees about the Goods beyond those contained in the promotional material supplied by the Supplier;

9.1.2 represent itself as an agent of the Supplier for any purpose;

9.1.3 pledge the Supplier's credit;

9.1.4 give any condition or warranty on the Supplier's behalf;

9.1.5 make any representation on the Supplier's behalf;

9.1.6 commit the Supplier to any contracts; or

9.1.7 otherwise incur any liability for or on behalf of the Supplier.

9.2 The Customer will be responsible for advertising and promoting the Goods and shall provide its own content and photographs of any Goods which the Customer is offering for resale online (such content and photographs to be approved in writing by the Supplier in advance). The Customer agrees that it shall not copy or adapt any written content used by the Supplier, either on the Supplier’s Website or any third-party websites, to advertise and promote the Goods online. The Customer shall observe all directions and instructions given to it by the Supplier in relation to the promotion and advertisement of the Goods from time to time.

9.3 Where the Supplier notifies the Customer in advance that particular Goods have a patent registration in certain territories, the Customer shall observe all directions and instructions given to it by the Supplier in relation to the territories in which those Goods can be offered for sale and the Customer shall not sell, distribute or otherwise make available such Goods in any other territories.

9.4 The Customer shall indemnify the Supplier on demand against each loss, liability and cost which the Supplier may suffer or incur arising out of, or in connection with, any breach of this clause 8 by the Customer.

10. ONLINE SALES OF THE GOODS

10.1 To the extent that the Customer uses any website, web-app or other online application, whether hosted and operated by the Customer or a third party, for the resale of the Goods (“Customer Website”), the Customer, at all times, warrants and agrees that it will:

10.1.1 ensure that the relevant Supplier brand names and/or trademarks of Goods being sold via any Customer Website are clearly visible on the home page of any such Customer Website;

10.1.2 only use images, videos, logos, content and other marketing materials for the Goods that have been made available at the time by the Supplier on www.amazon.co.uk or www.amazon.com, or have otherwise been supplied, or approved in writing in advance, by the Supplier, to advertise the Goods for sale via any such Customer Website;

10.1.3 only offer Goods directly bought from the Supplier for resale and not any other products or goods obtained from any third party, which are also manufactured by the Supplier or otherwise are subject to a Supplier brand;

10.1.4 refrain from making active sales of the Goods via:

(i)Amazon or any other Amazon retail platform.

(ii) eBay or any other eBay platform.

(iii)Tesco or any other Tesco retail platform.

(iv) B&Q or any other B&Q retail platform.

or any other reserved website notified by the Supplier from time to time (together the “Reserved Sites”) as the Reserved Sites have been exclusively reserved to the Supplier.  For these purposes, “active sales” shall be understood to mean actively approaching or soliciting customers, including, but not limited to: (i) placing the Customer’s trading names, trademarks, brand names and/or logos on the Reserved Sites; (ii) online advertisements addressed to customers of the Reserved Sites; and/or (iii) other efforts to be found specifically by users of the Reserved Sites, including the use of banners on the Reserved Sites and/or paying a search engine or online advertisement provider to have advertisements or higher search rankings displayed specifically to users of the Reserved Sites.  For the avoidance of doubt, nothing in this clause shall in any way restrict the Customer from fulfilling genuinely unsolicited orders from customers of the Reserved Sites or otherwise.

10.1.5 if the Customer uses any other trading names to distribute the Goods on third party websites, provide details of such other trading names to the Supplier in writing and promptly update the Supplier of any changes to such trading names.

10.1.6 not use the Keywords or any trademark or brand name owned by the Supplier in relation to any internet advertising or other online marketing campaign, including without limitation cost per click, cost per mile, cost per action or equivalent thereof, and whether via an online advertisement provider, or on a third party website, search engine, marketplace or otherwise, and including without limitation Google Ads and Bing Ads;

10.1.7 not use the Keywords or any trademark or brand name owned by the Supplier in relation to the Customer’s Google Merchant Centre to advertise via Google Shopping, whether free advertising or paid;

10.1.8 register all Keywords as ‘Negative Keywords’, or equivalent, for the purposes of paid advertising on Google Ads, Bing Ads and with any other online advertisement provider, website, search engine or marketplace.

10.1.9 ensure that any onwards sale of Goods to third party retailers or resellers, shall be subject to a contract incorporating the same terms, or equivalent protection for the Supplier, as set out in this clause 9.

10.2 In the event the Customer breaches any of the warranties in clauses 9.1.1 to 9.1.4 or 9.1.6 to 9.1.9, without limiting any other rights the Supplier may have under these Conditions or otherwise,  the  Supplier shall be entitled to immediately terminate in writing any Contract and/or cancel any unfulfilled Order without liability to the Customer save for refund of charges already paid for Goods which won’t be delivered. Furthermore, in the event of any such breach and if title to any Goods already delivered to the Customer has not transferred in accordance with clause 6.2, then the Supplier may require the Customer to return such Goods to the Supplier, in the same condition for sale as the Goods were delivered and at the Customer’s cost, and the Customer shall comply with such request immediately.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 The Supplier hereby grants to the Customer the non-exclusive right to use the Trade Marks in the promotion, advertisement and re-sale of the Goods, subject to these Conditions. The Customer acknowledges and agrees that all rights in the Trademarks shall remain in the

11.2 Supplier, and that the Customer has and will acquire no right in except for the right to use the Trademarks as expressly provided in these Conditions.

11.3 The Customer shall market and sell the Goods only under the Trademarks, and not in association with any other trade mark, brand or trade name, except as permitted in any branding guidance issued by the Supplier from time to time. The Customer shall ensure that the appropriate Trademarks shall appear on all Goods, containers and advertisements for the Goods, followed by the symbol ®, or the letters RTM, as appropriate.

11.4 All representations of the Trademarks that the Customer intends to use shall be submitted to the Supplier for written approval before use.

11.5 The Customer shall comply with all rules for the use of the Trademarks issued by the Supplier (including those set out in any branding guidance issued by the Supplier from time to time) and shall not, without the prior written consent of the Supplier, alter or make any addition to the labelling or packaging of the Goods displaying the Trade Marks. The Customer shall not alter, deface or remove any reference to the Trademarks, any reference to the Supplier or any other name displayed on the Goods or their packaging or labelling.

11.6 The Supplier makes no representation or warranty as to the validity or enforceability of the Trademarks nor as to whether they infringe any intellectual property rights of third parties.

11.7 The Customer shall not sub-license, transfer or otherwise deal with the rights of use of the Trademarks granted under these Conditions.

11.8 The Customer shall not do, or omit to do, anything in its use of the Trademarks that could adversely affect their validity or reputation.

11.9 The Customer shall immediately bring to the notice of the Supplier any improper or wrongful use of the Trademarks or any other intellectual property rights relating to the Goods. The Customer shall on being so requested by the Supplier and at the Supplier's cost assist in taking all steps to defend the rights of the Supplier including the institution at the Supplier's cost of any actions which it may deem necessary to commence for the protection of any of its right.

11.10 The Supplier alone is responsible for the registration and maintenance of any marks or designs that relate to the Goods. The Customer shall not obtain or try to obtain or register for itself anywhere in the world any trademarks or trade names the same as or similar to the Trademarks.

11.11 The Customer shall not use the Trademarks as part of the name under which Customer conducts its business, or any connected business, or under which it sells or services any products (except the Goods), or in any other way, except as expressly permitted hereunder.

11.12 Upon termination of the Contract for any reason, the Customer will immediately stop using all or any part of the Trademarks.

11.13 The Customer shall indemnify the Supplier on demand against each loss, liability and cost which the Supplier may suffer or incur arising out of, or in connection with, any breach of this clause 10 by the Customer.

12. TERMINATION AND SUSPENSION

12.1 Without affecting any other rights or remedies that the Supplier may be entitled to, the Supplier may give notice in writing to the Customer to suspend or terminate the Contract immediately if:

12.1.1 the Customer commits a material breach of any of these Conditions and (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days of being notified in writing to do so.

12.1.2 the Customer repeatedly breaches any of these Conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the Contract.

12.1.3 the Customer fails to pay any amount due under this Contract on the due date for payment; or

12.1.4 the Customer suspends, or threatens to suspend, payment of its debts; or is unable to pay its debts as they fall due ;or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or enters into liquidation, administration or receivership, suspends or ceases (or threatens to suspend or cease) carrying on all or a substantial part of its business; or experiences any event similar or analogous to any of those listed here under the laws of any applicable jurisdiction; or 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.

12.2 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.

12.3 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.

12.4 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

12.5 For the purposes of clause 11.1.1, a material breach shall include (without limitation) any breach of the obligations set out in clauses 8, 9 or 10.

13. LIMITATION OF LIABILITY

13.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:

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

13.1.2 fraud or fraudulent misrepresentation;

13.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;

13.1.4 defective products under the Consumer Protection Act 1987; or

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

13.2 Subject to clause 12.1:

13.2.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of goodwill, profit, revenue or anticipated savings, or any indirect or consequential loss arising under or in connection with the Contract; and the Supplier'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 100% of the price of the Goods.

14. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable.

15. GENERAL

15.1 Assignment and other dealings.

15.1.1 The Supplier 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.

15.1.2 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 the Supplier.

15.2 Notices.

15.2.1 Any notice or other communication given to the Supplier under or  in  connection  with  the  Contract shall be sent by email to [email protected]

Any notice or other communication given to the Customer under or in connection with the Contract shall be sent by email to the email address provided by the Customer at the time of making the Order or such other (email or postal) address as the Customer may have specified to the Supplier in writing in accordance with this clause, and, if not sent by email, shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, or commercial courier.

15.2.2 A notice or other communication shall be deemed to have been received: if sent by e-mail, one Business Day after transmission; if delivered personally, when left at the address referred to above; 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.

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

15.3 Severance.

15.3.1 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.

15.3.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.4 Waiver.

A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 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.

15.5 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.

15.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.

15.7 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

15.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

Please contact via Telephone 0161 833 5451 or Email [email protected]