Terms & Conditions
Master Terms
These Master Terms, together with any Order (defined in clause 1), set out the agreement (this ‘Agreement’) under the terms of which Stamford London Limited (Company Number: 10472424) being a company incorporated in England and Wales with registered office address at 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX (Stamford London, we, us, our) provides goods and services to you or the company which you represent (the Customer, you, your).
(a)
These Master Terms will apply
to all the Customer’s dealings with Stamford London, including being
incorporated in all agreements, quotations or order forms under which Stamford
London is to provide products and/or services to the Customer (each an Order)
together with any additional terms included in such Order (provided such
additional terms are recorded in writing).
(b)
By placing an Order on our
website, and ticking ‘I accept the Stamford London Master Terms’ the Customer
agrees to this Agreement.
(c)
The Customer will be taken to
have accepted this Agreement if the Customer places an Order, or if the
Customer orders, accepts or pays for any products and/or services provided by Stamford
London after receiving or becoming aware of this Agreement or these Master
Terms.
(d)
In the event of any
inconsistency between these Master Terms and any Order, the clauses of these Master
Terms will prevail to the extent of such inconsistency, except that any
“Special Conditions” (being terms described as such in an Order) will prevail
over these Master Terms to the extent of any inconsistency.
(e)
The Customer is responsible for
confirming that the Order accurately specifies (if applicable):
(i)
the quantity and specifications
of the Supply Goods required; and
(ii) the agreed Amounts Payable and other rates.
2 ORDERS
2.1 PLACING AN ORDER
(a)
In consideration for the
payment of the fees set out in the Order (Amounts
Payable), Stamford London will provide the Customer the Supply Goods
specified in the Order.
(b)
Unless otherwise agreed, Stamford
London may, acting reasonably and in its discretion:
(i)
not commence work on any Orders
until the Customer has paid any Amounts Payable, or Deposit if applicable,
payable in respect of such Order; and
(ii) withhold delivery of an Order until the Customer has paid any outstanding invoice in respect of such Order.
2.1
CHANGES TO ORDER
(b)
Unless otherwise agreed in
writing, Stamford London may at its discretion extend or modify any delivery
schedule or deadlines for the Services as may be reasonably required by such
Changes.
(c)
Stamford London will only be
required to perform Changes, if:
(i)
Stamford London agrees in
writing to perform the Changes;
(ii)
the Customer confirms in
writing that they wish for Stamford London to proceed with the Changes and the
relevant Change Fee; and
(iii)
the Customer pays the Change
Fee in accordance with this Agreement as if it was a Fee.
2.3 MINIMUM ORDER VALUES
(a)
Orders shall be subject to the
minimum order value applicable to the Customer's buyer tier, as set out below.
Stamford London shall not be obliged to process any order that does not meet
the applicable minimum order value and may require the Customer to amend the
order to meet the threshold before it is accepted.
Buyer Supply Tier Minimum Order Value
(i) Counter display orders - £100 per order;
(ii) Sealed carton orders from £600.
(iii) Distributor £2,000+ per order.
3 SUPPLY GOODS
3.1
GOODS SUPPLIED
(a)
Stamford London will supply the
products as described in the Order (Supply Goods).
(b)
The Customer’s use (including
resale) of the Supply Goods is subject to the intellectual property license as
set out in this Agreement.
(c)
Unless otherwise agreed, the
Customer is solely responsible for ensuring that the Supply Goods are suitable
for the Customer’s intended purpose, including compliance with all applicable
laws in respect of sale and distribution of the Supply Goods.
3.2
INSTALLATION NOT INCLUDED
Installation is not included in the supply and delivery of the
Supply Goods under any Order. The Customer is solely responsible for the
installation of any Supply Goods.
3.3
STORAGE REQUIREMENTS
(a)
To maintain product quality,
fragrance integrity, and safe performance, incense products must be stored and
handled appropriately throughout distribution and resale as set out in this
clause.
(b)
Supply Goods must be kept in
a cool, dry, and well-ventilated environment, protected from moisture,
heat, and direct sunlight.
(c)
Supply Goods should remain in
its original packaging until sale or use. Open cartons must be
resealed to prevent exposure to air and humidity.
(d)
Supply Goods must be stored
away from strong odours, chemicals, food items, or volatile substances, as
incense materials readily absorb surrounding scents.
(e)
Avoid crushing, bending, or
compressing Supply Goods (including their packaging) during storage and
transport. Use proper shelving or pallets to store Supply Goods and do not
store Supply Goods directly on floors.
(f)
Do not expose Supply Goods to
damp conditions, condensation, or environments prone to mould. Any Supply Goods
showing signs of moisture damage or contamination should not be sold.
(g)
Keep Supply Goods away from
open flames, ignition sources, and flammable materials in accordance with
standard fire safety practices.
3.4
DELIVERY
(a)
Unless otherwise indicated, the
Amounts Payable for the Supply Goods does not include delivery.
(b)
Stamford London may charge the
Customer a reasonable fee for delivery to an address nominated by the Customer
(Delivery Address) in addition to the Amounts Payable, as set out in the
Order (Delivery Fee).
(c)
Stamford London may offer free
standard delivery where the Customer's Order meets any applicable minimum order
value specified by Stamford London in the relevant quotation, price list,
Order, account terms or otherwise notified to the Customer.
(d)
Where an Order does not meet
the applicable minimum order value, Stamford London may, at its discretion:
(i)
charge a Delivery Fee;
(ii)
require the Customer to
increase the Order so that it meets the applicable minimum order value before
dispatch; or
(iii)
decline to accept or delay
fulfilment of the Order.
(e)
Any applicable Delivery Fee
will be notified to the Customer before dispatch of the relevant Order. Free
standard delivery applies only within the delivery territory agreed by Stamford
London and excludes express, timed, specialist, remote-area, international and
other non-standard delivery services, which may incur additional charges.
(f)
Subject to clause 3.4(g),
Stamford London will deliver the Supply Goods ordered by the Customer under
this agreement to the Delivery Address set out in the Order, or any other
delivery address agreed between the parties in writing (subject always to
clause 10.7).
(g)
If the delivery address for
Supply Goods is different to the Delivery Address set out in the Order,
Stamford London may charge the Customer additional Delivery
Fee.
(h)
If Stamford London is unable to
complete the delivery within the agreed time schedule due to the Customer’s
absence or other fault of the Customer, the Customer will be liable for all
charges and costs incurred, including but not limited to warehousing, transportation
and redelivery.
(i)
Stamford London may, at its
discretion, deliver the Supply Goods to the Customer in any number of
instalments.
(j)
If the Customer organises
delivery independently of Stamford London:
(i)
Stamford London shall make the
Supply Goods available for collection at the relevant supply location as set
out in the Order (Warehouse);
(ii)
The Customer must ensure it
inspects the Supply Goods at the Warehouse; and
(iii)
Stamford London shall not be
held liable for non-delivery, lateness of delivery or loss or damage of Supply
Goods during transit.
3.5
SPECIFICATIONS AND QUALITY
(a)
Stamford London endeavours to
ensure that the descriptions and specifications in relation to the Supply Goods
on its website or in catalogues are accurate. However, photographs, drawings,
illustrations, weights, dimensions and any other particulars accompanying,
associated with or given in a quotation, descriptive literature or a catalogue
are based on information provided by manufacturers and suppliers and, as such
Stamford London does not guarantee that those descriptions and specification
are accurate or free from errors or omissions, except to the extent required by
applicable law. Stamford London reserves the right to make any necessary
corrections to the descriptions or specifications without notice.
(b)
Stamford London will use
reasonable commercial efforts to ensure Supply Goods supplied to the Customer
under this agreement meet the specifications set out the corresponding Order (Specifications), however:
(ii)
Stamford London cannot
guarantee that the Supply Goods will be consistent with the Specifications and
will not be liable for any failure of the Supply Goods to meet the
Specifications.
(a)
Stamford London grants to the
Customer a right to market, distribute and sell the Supply Goods to third parties
(including but not limited to consumers and retailers) in mutually agreed
territories and accordance with this clause 3.6 and
clause 13.
(b)
The parties acknowledge and
agree that:
(i)
unless otherwise agreed in
writing, the rights granted under this agreement to the Customer are
non-exclusive and Stamford London may make the same or similar arrangements
with any other third party; and
(ii)
Stamford London may provide the
Supply Goods (or equivalent goods) to any third party (but never with any Customer
Existing Material) during the Term.
3.7
Online marketplaces
(a)
The Customer acknowledges that
it has received and reviewed the Stamford London’s Marketplace Policy prior to
execution of this Agreement, and agrees to comply with its terms and conditions.
(b)
The Marketplace Policy is
incorporated into, and forms part of, this Agreement and in the event of any
conflict between this Agreement and the Marketplace Policy on matters of resale
channel restrictions, pricing thresholds, or marketplace conduct, the
Marketplace Policy shall prevail.
(c)
Breach of the Marketplace
Policy shall be treated as a material breach of this Agreement, entitling Stamford
London to exercise a right of termination on reasonable notice.