Wholesale Terms

Bonnie Baby Terms and Conditions of sale
1. Definitions
“Bonnie Baby” Bonnie Baby Limited
“The Buyer” The person intending to purchase goods pursuant to this contract and set out in the Written Acceptance
“The Written Acceptance” A letter or other form of acceptance in writing from Bonnie Baby accepting an order for the purchase of goods from Bonnie for the Price.
“The Price” The Price at which Bonnie Baby agrees to sell the goods pursuant to the written Acceptance.
“The Buyer’s Address” The address set out in the Buyers office as the correspondence address for the Buyer.
“The Delivery Address” Either the Buyer’s address or some other address nominated by the buyer for delivery of the goods.
“The Delivery Date” Acceptance as the date for Delivery of goods.
2. Standard Conditions of Sale
2.1 These conditions shall apply to all contracts for the sale of goods by Bonnie Baby to the Buyer to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document, save for such variation as such shall comply with the provision of Clause 2.3 below.
2.2 All orders for goods shall be deemed to be an offer by the Buyer to purchase goods pursuant of these conditions and shall be deemed to be evidence of the Buyers acceptance of these conditions.
2.3 Any variation of these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless confirmed in writing by Bonnie Baby.
2.4 Contracts shall be binding only when accepted in writing by Bonnie Baby. Only specifications mentioned in the Written Acceptance or set out in some other document specifically referred to in the Written Acceptance shall be binding upon Bonnie Baby.
2.5 The Buyer is not entitled to resell the goods to wholesale traders without prior written consent from Bonnie Baby.
3. Status of Antecedent Negotiations and Representations
3.1 No brochure, advertising material or other representatives given prior to the Written Acceptance shall be binding on Bonnie Baby.
3.2 All such things referred to in 3.1 shall be for information only and shall not constitute any offer or acceptance or any other such matter as may create a binding contract.
3.3 Whilst Bonnie Baby and its personnel make every reasonable effort to ensure that all such things referred to in 3.1 are accurate they are not to be relied upon as representations unless confirmed in writing by Bonnie Baby.
4. The Price and Payment
4.1 The price shall be the price quoted in the Written Acceptance or in any document specifically referred to in the Written Acceptance or in any document specifically referred to in the Written Acceptance . The Price shall be exclusive of VAT which shall be due in addition where applicable at the appropriate rate.
4.2 For new Buyers payment of the Price and VAT shall be due immediately upon receipt of the pro-forma invoice, and Bonnie Baby shall not be liable to deliver the goods before such payment has been made. Time for payment shall be of essence. A deposit of 25% shall be payable against forward orders.
4.3 After agreement with Bonnie Baby, credit payment of STRICTLY 30 days is applied. Payment of the Price shall be due 30 days from the date that the goods are delivered. Time for payment shall be of essence. The price is exclusive of VAT which shall be due at the rate ruling on the date of VAT invoice. Failure to adhere to these terms and conditions will result in the credit facility being withdrawn, and pro-forma payment reinstated.
4.4 Any deviation of the above payment terms is to be negotiated with Bonnie Baby and confirmed in writing.
4.5 Payment shall be made to Bonnie Baby’s bank account in England and shall be net of all charges, costs or payments including back transfer fees and commissions. Payment shall only be deemed to be made when any such payment has been cleared and is unconditionally available to Bonnie Baby. An administration fee of £50.00 will be applied for declined payments.
4.6 If for any reason Bonnie Baby supplies goods or services in parts, Bonnie Baby shall be entitled to invoice those parts on delivery and thereafter if payment of any invoice outstanding or impose such further conditions as to payment as it sees fit and in such case the Buyer shall not be entitled to any compensation, damages for loss or other payment.
4.7 The Buyer may not withhold or reduce payment of any invoice or other amount due to Bonnie Baby by reason of any right of set off or counterclaim which the Buyer may have or purport to have for any other reason.
4.8 Interest on any overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 4% per month above Bonnie Baby’s nominated bank’s base rate from time to time in force and shall accrue at such rate after as well as before any Judgement.
4.9 Prices shall include all normal packaging but shall not include carriage, insurance and freight charges which shall be added to the invoice and paid by the Buyer.
5. Description
5.1 The quantity and description of the goods shall be set out in the Written Acceptance.
6. Warranties and Liabilities
6.1 The goods shall be manufactured and supplied in accordance with the description contained in the Written Acceptance.
6.2 Bonnie Baby may from time to time make changes in specification of the goods which do not materially affect the quality for fitness of the goods.
6.3 The Buyer shall not be entitled to complain about any deviation in the goods which are customary in the trade or are of minor nature.
6.4 The Buyer must examine the goods immediately upon delivery of the goods and any defects which are reasonably capable of discovery on delivery must be reported in writing to Bonnie Baby without undue delay and in any case within 4 days of delivery. Where the Buyer have reason to believe that a defect may give reason to a product liability claim, the Buyer must immediately notify Bonnie Baby. Any default notice as to the specifications on the invoice must be made in writing within 8 days from the receipt of the invoice. Other defects must be reported to Bonnie Baby within two weeks after they are discovered or ought reasonably to have been discovered in any case within two months of delivery. Outside these times the goods shall be deemed to have been accepted and may not thereafter be rejected nor shall Bonnie Baby be liable in any way either in contract or tort (save such liability as may be reason of statue not be avoided) in respect of such goods.
6.5 Discrepancies as to size, material, weight or colour deviations are not considered as defects.
6.6 Where the Buyer notifies Bonnie Baby of a defect which Bonnie Baby is not liable, Bonnie Baby shall be entitled to compensation for any work and cost incurred as a result of the notification.
6.7 The Buyer shall not be entitled to reject any goods or terminate the contract unless Bonnie Baby has been notified pursuant to the previous clause, been given an opportunity to repair or replace any defective goods and shall have failed or declined to repair or replace such goods within a reasonable time of such notification.
6.8 If the Buyer properly rejects any of the goods which are not in accordance with the contract, the Buyer shall nonetheless pay the full price of such goods unless the Buyer promptly returns the goods to Bonnie Baby at the Buyers cost upon Bonnie Baby’s request.
6.9 In the event of any breach of this contract by Bonnie Baby the remedies of the Buyer shall be limited to damages and any claim against Bonnie Baby whether in contract or in tort shall be limited to the price of the goods, Bonnie Baby shall not in any circumstances be liable for any indirect or consequential loss including any loss of profit save that this clause shall not apply where by reason of any statute liability may not be excluded or so limited.
7. Delivery of the Goods
7.1 Bonnie Baby may deliver the goods by any method at their discretion.
7.2 Delivery of the goods shall be to the Delivery Address on the delivery date. The Buyer shall make all the arrangements to take delivery of the goods whenever they are tendered for delivery.
7.3 Time shall not be of the essence for delivery and delivery schedules are approximately only.
7.4 Bonnie Baby shall not be liable for any loss or damage whatever due to failure by Bonnie Baby to deliver the goods (or any of them) promptly or at all.
7.5 Notwithstanding that Bonnie Baby may have delayed or failed to deliver the goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the delivered goods in full, subject to any right of the Buyer to cancel the contract under these terms and conditions.
7.6 Bonnie Baby may deliver the goods by separate instalments. Each separate instalment may be invoiced and paid for in accordance with the provision of these terms and conditions.
7.7 If Bonnie Baby shall fail to deliver the goods within three months of the Delivery Date then upon notice being given by either party, the contract shall be regarded as terminated insofar as it has not been performed and there shall be no liability for non-delivery or for payments of goods or services which have not been supplied by the buyer will be obliged to pay for goods and services which have been supplied and (if necessary) the Price will be apportioned pro-rata.
7.8 If at any time the Buyer shall go into liquidation or any receiver shall be appointed over all or part of its assets or if the Buyer shall enter into an Arrangement with its creditors or if Bonnie Baby shall believe that the Buyer will be unable to meet its obligations for payments under the terms of this contract, or if at any time there should be payment overdue from the Buyer to Bonnie Baby either in connection with this contract otherwise or if Bonnie Baby shall consider that the Buyer is in breach of any terms of this contract or any other contract between Bonnie Baby and the Buyer (notwithstanding that such breach shall subsequently be found not to have occurred) then Bonnie Baby may in its discretion give notice to the Buyer of such matters and thereafter Bonnie Baby shall not be obliged to deliver any goods until any such matters as set out in the notice or any such further intervening matter under this clause as Bonnie Baby shall specify in any subsequent notice has been resolved to Bonnie Baby’s satisfaction and the Delivery Date shall be postponed accordingly or alternatively Bonnie Baby may give notice to the Buyer of such matters and terminate the contract.
8. Return of the Goods
8.1 Bonnie Baby does not accept returned goods, unless deemed faulty.
9. Risk
9.1 Risk shall pass on delivery of the goods to the carrier whether the carrier is engaged by Bonnie Baby or the Buyer will insure the goods thereafter.
10. Retention of Title
10.1 Notwithstanding delivery, title of the Goods shall not pass to the Buyer until Bonnie Baby has received payment plus VAT in full in respect of all goods delivered to the buyer.
10.2 Until property in the goods has passed to the Buyer in accordance with the previous clause, the Buyer shall hold the goods and each of them on a fiduciary basis as bailers for Bonnie Baby. The Buyer shall (at no cost to Bonnie baby) mark the goods in such a way that they are clearly identified as Bonnie Baby’s goods.
10.3 Until property shall pass the Buyer shall insure and keep insured the goods at full price against all risks to the reasonable satisfaction of Bonnie Baby and shall whenever requested Bonnie Baby produce a copy of insurance. Without prejudice to the other rights of Bonnie Baby if the Buyer fails to maintain insurance or produce a copy of insurance when requested to do so, all sums whatever outstanding by the Buyer to Bonnie Baby shall forthwith become due and payable.
10.4 The Buyer further gives Bonnie Baby full right and a licence to enter upon the Buyer’s premises or the premise at which any good belonging to Bonnie Baby may be found for the purposes of inspecting/ and or removing those goods.
10.5 The Buyer shall not obscure , remove, relocate or modify the packaging, trademarks, logos, designs or any other notices ,in or displayed by the goods intended by Bonnie Baby to indicate the ownership of any intellectual property in the goods.
10.6 If there shall be any breach of contract on behalf of the Buyer and in particular any default in payment or if in any of the events set out in paragraph 7.8 shall not occur then Bonnie Baby shall have the right to take any goods belonging to it into its custody at the Buyer’s expense. The taking of such goods into Bonnie Baby’s custody shall not constitute a cancellation of this or any other contract.
10.7 Bonnie Baby reserves the right to repossess any goods to which it retains title (and thereafter to resell the same) if payment for the goods is overdue of if a resolution is passed or an order is made for the winding up of the Buyer or a receiver, administrative receiver of administrator is appointed in respect of the Buyer or any of its assets or the Buyer becomes bankrupt or Bonnie Baby reasonably apprehends that any of the above is about to occur in relation to the Buyer. The Buyer grants and irrevocable right and licence to Bonnie Baby, its employees and agents to enter upon all or any of the Buyer’s premises with or without vehicles during normal business hours for the purpose of exercising this right. This right shall continue to subsist notwithstanding the terminations of the contract for any reason and is without prejudice to Bonnie Baby’s other rights. Any expense incurred by the Company is repossessing and/or reselling the goods shall be borne by the Buyer.
11. Jurisdiction and Application of Law
11.1 The Contract is subject to the Law of England and Wales.
11.2 The parties submit to the exclusive jurisdiction of the Courts of England and Wales and the Buyer irrevocably agrees that proceedings out of the said Courts may without prejudice to the rules of service of such Courts be served on it by delivery or posing by first class prepaid post such proceedings in an envelope addressed to the Buyer at the Buyers Address.
12. Miscellaneous
12.1 All headings are for ease of use only and shall not affect the construction of this contract.
12.2 Any provisions of this contracts which is or may be void or unenforceable shall to the extent of such invalidity of unenforceability be deemed to be severable and shall not affect any other provision of this contract.
12.3 No waiver of forbearance by Bonnie Baby (whether expressed or implied) enforcing any of its rights under this contract shall prejudice its right to do so in the future.
12.4 Bonnie Baby may licence or sub-contract all or any part of its rights and obligations under this contract without the Buyers consent.
12.5 Bonnie Baby shall not be responsible for any delay in performance or failure to perform due to cases beyond its reasonable control (“Force Majeure”)
12.6 Bonnie Baby reserves the right to change these terms and conditions on notice