Scandi-chic UK Ltd T/A S-c Brands


1.1 For the purposes of this contract hereafter Scandi-chic UK Ltd T/A S-c Brands a company registered in England and Wales with
Company Number 05762276 whose registered offices are at Barn House, Breadcroft Lane, Maidenhead, Berkshire, England SL6
3QF shall be described as the “Supplier” and the entity placing an order shall be described as the “Customer”.
1.2 The Supplier reserves the right to revise these terms and conditions (the “Terms”) at any time. Therefore, the Customer is advised
to keep up to date with the contents of these terms and conditions as revisions are binding on all orders placed following such
1.3 The placing of an order by a Customer shall be deemed acceptance of these Terms in their entirety. Any subsequent verbal orders
will be bound by the Terms.
2.1 All dates given by the Supplier for delivery are estimated dates only and therefore the Supplier shall incur no liability for any loss or
damage whatsoever as a result of a failure to adhere to any such dates.
2.2 The Supplier shall be entitled to make partial deliveries, invoice for goods delivered and expect payment in accordance with the
terms of payment. Due to market changes and demand the Supplier may be unable to fulfil the Customers complete order.
2.3 All orders over £500.00 are free of carriage charges where the delivery address is in the UK, this is subject to change at any time.
2.4 All goods supplied for destinations outside the United Kingdom and Eire are sold ex-works and acceptance by a carrier on behalf of
the Customer shall constitute delivery of the goods and insurance and risk liability shall pass to the Customer at this point.
2.5 It is the responsibility of the Customer to inform the Supplier of any short delivered or damaged goods. Notification of such items
must be given to the Supplier within 3 working days from the date of delivery.
2.6 Items accepted by the Customer as damaged/short delivered must be returned within 5 days from the date of the notification, or
detailed photographic evidence must be provided and accepted by the Supplier to substantiate the claim. The Supplier reserves the
right to use their discretion whether the item is fully or partly credited due to the nature of the claim. The Supplier will only accept
items for full refund/credit if they are returned in the original boxes/packaging and unmarked together with a written explanation of
the reason for the return, together with notification of the invoice they were delivered against. The Customer will be subject to a 10%
restocking fee if this is not adhered to. The Supplier cannot be held responsible for any reason whatsoever for the non-receipt of any
such returns.
2.7 The Customer is only permitted to sell goods at the address(s) registered against their account. If the Customer wishes to sell at
another location an additional account form will need to be submitted to the Supplier for review. The Supplier reserves the right to
refuse permission for goods to be sold at any location for any reason.
3.1 All prices quoted are exclusive of VAT and are subject to the prevailing rate of VAT at the date of invoice.
3.2 All prices are reviewed quarterly.
3.3 Pricelists are only valid for the date range stated on the document.
3.4 All prices are quoted in Pound Sterling unless otherwise specified.
3.5 All prices quoted apply to a specific order only.
3.6 Unless varied in writing, all prices are quoted exclusive of all carriage charges.
3.7 All orders for products are subject to availability and we reserve the right to refuse to supply any particular person for any reason.
4.1 The Supplier shall, at its discretion, render invoices as at the date of dispatch or the date when an order is completed, and such
goods that are available for collection/dispatch.
4.2 Payment terms for all new accounts will be on a Pro-Forma basis. An application by a Customer for a credit facility will require a
minimum annual spend of £1500 and credit-vetting procedures will be undertaken including (but not limited to) credit checks and
references which will be reviewed on a regular basis.
4.3 The Supplier reserves the right to revert the terms of the account of the Customer back to pro forma at any time.
4.4 All invoices issued on a Pro-Forma basis are due for immediate payment. Stock on pro-forma orders will only be reserved for 14
days from the issue date of the pro-forma invoice. After this time, if payment has not been received, the order will be cancelled/or
stock will be unallocated for resale to other customers.
4.5 The Supplier expects payment within 30 days of the Invoice date. These payment terms shall apply at all times unless varied by the
Supplier. Terms of payment shall apply to all goods delivered.
4.6 All remittances received will be allocated to invoices and credited to the Customer’s account in chronological order.
4.7 All amounts overdue for payment due to the Supplier shall, at the Supplier’s discretion, incur a late payment fee of £40.00 if
payment is not received within 7 days from the due date of Invoices. (Such a penalty shall apply regardless as to whether Judgment
in a Court of Lay has been obtained). Should an account be unpaid after 60 days the Supplier reserves the right to place such
accounts into the hands of their recovery agents and or solicitors for collection procedures without notice. In addition, any costs of
such procedures shall be borne by the Customer in line with current EEC Regulations.
4.8 In the event of the Supplier having any indication of the Customer being unable to settle its accounts as and when they fall due,
notwithstanding any other remedies, all amounts due to the Supplier shall become payable in full immediately. In addition, the
Supplier reserves the right to uplift goods supplied to mitigate amounts due to it and shall assess such goods and credit such values
as it deems reasonable.
4.9 In the event of a payment being returned by the bank, the Supplier reserves the right to levy an administration cost to cover its extra
banking charges.
4.10 Should the Customer cancel or refuse a delivery, if they have ordered items to their own specific requirements or have requested
exclusive rights to a colour or design, then the Supplier reserves the right to invoice and expect payment of such goods as if they
had been delivered in their entirety.
5.1 Risk and therefore responsibility for insurance of all items supplied shall pass to the Customer upon delivery within the United
Kingdom and Eire. The Customer shall bear the risk of any items supplied to the Customer for display purposes.
5.2 Title of items supplied by the Supplier does not pass until all outstanding amounts due to the Supplier, for any reasons whatsoever,
have been settled in full including (but not limited to) any amounts for all late payments accruing under Terms or as varied by any
Legislation enacted from time to time.
5.3 No goods are supplied on a sale or return basis unless agreed in writing by the Supplier.
5.4 The Supplier shall be allowed the right to enter the Customer’s premises to collect all balance of goods up to the value of the
outstanding invoices.
5.5 Should an administrator be appointed the goods must be suspended from sale with immediate effect.
6.1 The Supplier warrants that all goods supplied are to the best of their knowledge of merchantable quality fit for the purpose upon
which they are supplied, conform to all current safety regulations and are free of any defects due to materials, design or
6.2 Should the Supplier accept the validity of any claim, total liability shall be limited to the replacement of such items or their monetary
value. The method of settlement of any claim is at the discretion of the Supplier. No third-party claims will be entertained
6.3 The Supplier reserves the right to make alterations in design, colour, finish or content of the goods sold from the samples shown or
displayed in brochures and catalogues. All goods are supplied subject to availability.
6.4 The Supplier will use his best endeavors to produce final products to the same specification as proofs or samples, however no
guarantee is expressed or implied.
6.5 The Supplier at all times reserves the right, notwithstanding any other remedies available to it, to refuse to supply and/or suspend
further deliveries, and/or stop goods in transit, and/or fulfill any other obligations of this contract without having to give a reason
whether or not the Customer fails to fulfill any of its obligations under this contract.
7.1 In the event of insolvency, liquidation, receivership or bankruptcy of the Customer, notwithstanding any other remedies available to
the Supplier, clause 5.2 of this contract applies.
7.2 The Supplier has no liability to the Customer for consequential loss whatsoever. Such reasons shall include (but not exclusively)
short, late or incomplete deliveries or damaged goods.
7.3 The Supplier shall not be held responsible to the Customer and therefore has no liability to the Customer whatsoever for any nonperformance whatsoever in whole or in part of its obligations as conferred under the Terms of this contract for any reason or cause
beyond its control. Such reasons shall include (but not exclusively) strikes, lockouts, disruption of powder, transport, materials or
fuel supplies, acts of war and civil disturbance.
7.4 The Supplier accepts no responsibility for any damages or losses whatsoever caused by goods supplied not as intended for use as
toys resulting from use of the goods as toys.
8.1 Should the Customer decide at any time after placing an order to cancel or change their instructions, the Supplier shall be entitled to
claim from the Customer an amount equal to;
8.1.1 the additional costs incurred by the Supplier in respect of the change in instructions and/or transport, storage and insurance of
the goods ordered by the Customer prior to them being resold; and
8.1.2 any loss of profit suffered by the Supplier as a result of not being able to achieve a similar or higher price on resale of the
above goods.
8.2 Such entitlement shall be in addition to other rights conferred upon the Supplier as contained in these Terms.
9.1 The Supplier hereby gives notice in the course of processing an application by a Customer for a credit facility that it may undertake
credit-vetting procedures that may include the use of third-party databases and other information. The Supplier acknowledges that
permission for such credit vetting procedures has been granted by the Customer either upon the receipt by the Supplier of a form
applying for a credit facility or by any order placed by a Customer.
9.2 The Supplier reserves the right to share credit information gathered on the Customer with its trade representative association.
10. LAW
10.1 This agreement is governed by the Laws of England and Wales.