Terms & Conditions of Business
1. THE CONTRACT
1.1 For the purposes of this contract hereafter Scandi-chic UK Ltd a company registered in England and Wales with Company Number 5762276 whose registered offices are at Southerns Studio, Cherry Garden Lane, Littlewick Green, Berkshire, England, SL6 3QG 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. Customers are, therefore, advised to keep up to date with the contents of these terms and conditions as revisions are binding on all orders placed following such revisions.
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. DELIVERY
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 and to invoice for goods delivered, with payment expected in accordance with the applicable terms of payment.
2.3 We the Supplier shall not dispatch any goods where the total value of the consignment is less than £150 (excluding VAT and carriage charges).
2.4 All orders over £500.00 are free of carriage charges where delivery address is in Mainland UK.
2.5 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.
2.6 It is the Customer’s responsibility to inform the Supplier of any short delivered or damaged goods. Notification of such items must be given to the Supplier within 14 days from the date of delivery.
2.7 Items accepted by the Supplier, 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 a copy of the invoice they were delivered against. The Supplier cannot be held responsible for any reason whatsoever for the non-receipt of any such returns.
2.8 Minimum order values apply to all orders placed. The minimum order value for a Customer’s first order is £300 (excluding VAT and carriage charges). The minimum order value for all subsequent repeat orders is £150 (excluding VAT and carriage charges). The Supplier reserves the right to decline any order that does not meet these minimum values.
2.9 Where a Customer’s order includes items not in stock, the Customer may request either: (a) that the order be held and dispatched in full once all items are available; or (b) that available items be dispatched immediately with remaining items dispatched separately once in stock. Any additional shipment resulting from a split order with a value under £500 will be subject to the standard £12 flat-rate carriage charge. The Supplier will not dispatch any remaining portion of a split order where the outstanding balance is less than £150 (excluding VAT and carriage charges).
3. PRICES
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 pounds 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.
3.8 The Supplier’s recommended retail prices (“RRPs”) are issued to safeguard brand value and the commercial interests of all retailers stocking the Supplier’s products. The Customer is required to respect and maintain these RRPs. The Supplier reserves the right to withdraw supply from any Customer found to be consistently selling below the stated RRPs.
4. TERMS OF PAYMENT
4.1 The Supplier shall at its discretion render invoices as at the date of dispatch or the date when an order is completed in respect of such goods as are available for collection or dispatch.
4.2 For Customers trading on credit terms, the Supplier expects payment within 30 days of the invoice date. These payment terms shall apply at all times unless varied in writing by the Supplier. Terms of payment shall apply to all goods delivered. Proforma customers are subject to clause 4.6.
4.3 All remittances received will be allocated to invoices and credited to the Customers account in chronological order.
4.4 All amounts overdue for payment due to the Supplier shall, at the Supplier’s discretion, bear interest at the rate of 1% per month, compounded for the period from the date of invoice to the date of settlement. (Such penalty shall apply regardless as to whether Judgment in a Court of Law 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 accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and any amendments thereto.
4.5 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.
4.6 All invoices issued on a Proforma basis are due for payment within 14 days of issue.
4.7 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.
4.8 Should the Customer have ordered items to their own specific requirements or have requested exclusive rights to a colour or design, subsequently cancel or refuse delivery then the Supplier reserves the right to invoice and expect payment of such as if the goods had been delivered in their entirety.
4.9 Credit terms of 30 days from invoice date are available upon request, subject to the Supplier’s approval. Credit terms will only be considered once a Customer has successfully completed a minimum of three orders on proforma terms. The granting of credit terms is at the sole discretion of the Supplier.
4.10 The Supplier reserves the right to revert a Customer from credit terms to proforma terms at any time, including where a Customer has a persistent record of late payment. The Supplier will notify the Customer in writing of any such change.
5. TITLE AND RISK
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 Suppliers, 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 Suppliers.
5.4 The Supplier shall be entitled to enter the Customer’s premises to recover goods up to the value of any outstanding invoices.
5.5 Should an administrator be appointed the goods must be suspended from sale with immediate effect.
5.6 We do not permit our products to be sold on eBay, Amazon or TikTok shop.
6. WARRANTY
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 workmanship.
6.2 Should the Suppliers 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 whatsoever
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 not withstanding any other remedies available to it to refuse to supply and/or suspend further deliveries and/or stop goods in transit or fulfil any other obligations of this contract without having to give a reason, where the Customer fails to fulfil any of its obligations under these Terms.
7. LIABILITY
7.1 In the event of insolvency, liquidation, receivership or bankruptcy of the Customer not withstanding 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 non-performance 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 power, transport, materials or fuel supplies, acts of war and civil disturbance.
7.4 The Supplier warrants that all toy products supplied carry the required UKCA marking and comply with the UK Toys (Safety) Regulations 2011 and all other applicable UK product safety legislation in force at the time of supply. The Supplier’s liability in respect of any safety defect shall be limited in accordance with clause 6.2. Nothing in these Terms shall exclude or limit the Supplier’s liability to the extent that such exclusion or limitation is not permitted by applicable law.
8. CANCELLATION
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. DATA PROTECTION
9.1 The Supplier hereby gives notice that in the course of processing an application by a Customer for a credit facility it may undertake credit-vetting procedures that may include the use of third party databases and other information. The Supplier deems 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. RETURNS
10.1 Returns due to change of mind are at the Customer’s expense. Items must be returned in their original, unpriced, and unsoiled packaging within a reasonable time of delivery. The Supplier reserves the right to levy a restocking fee of 10% on any non-compliant returns (including items returned in damaged, priced, or soiled packaging). The Supplier’s acceptance of a change-of-mind return is at its sole discretion.
11. IMAGERY AND INTELLECTUAL PROPERTY
11.1 The Supplier grants the Customer a non-exclusive, revocable licence to use the Supplier’s product and lifestyle imagery solely for the purpose of promoting the Supplier’s products on the Customer’s own website and social media channels. All intellectual property rights in such imagery remain the property of the Supplier at all times. This licence does not permit the Customer to alter, crop, or reuse imagery in any other context without the Supplier’s prior written consent. The Supplier reserves the right to withdraw this licence at any time.
12. PRODUCT SAFETY AND COMPLIANCE
12.1 All toy products supplied by the Supplier bear the UKCA marking and are supplied in compliance with the UK Toys (Safety) Regulations 2011 and all other applicable UK product safety legislation. The Supplier shall maintain appropriate technical documentation to support compliance.
12.2 The Customer agrees to comply with all applicable product safety laws and regulations in the territories in which they sell the Supplier’s products. The Customer accepts responsibility for ensuring that all age recommendations, safety warnings, and regulatory markings are displayed clearly and correctly to end consumers at point of sale, whether in-store or online.
12.3 The Customer shall not remove, alter, cover, or deface any UKCA marking, age warning, safety notice, barcode, or other regulatory label on any product supplied by the Supplier. Any breach of this clause shall entitle the Supplier to withdraw supply immediately and seek damages.
13. PRODUCT RECALLS
13.1 In the event that the Supplier initiates a product recall or withdrawal, or is directed to do so by a regulatory authority, the Customer shall upon written notification from the Supplier immediately cease selling the affected product(s), quarantine all remaining stock, and cooperate fully with the Supplier’s recall procedure.
13.2 The Customer shall return all recalled stock to the Supplier in accordance with the Supplier’s written instructions. Where a recall is due to a defect attributable to the Supplier, the Supplier shall arrange and bear the cost of collection and shall issue a full credit for the recalled goods. Where the recall arises from the Customer’s own actions (including mishandling, misrepresentation, or modification of the product), the costs of the recall shall be borne by the Customer.
13.3 The Customer shall notify the Supplier immediately upon becoming aware of any product safety complaint, injury, or incident involving any of the Supplier’s products. The Customer shall not make any public statement or communicate with the media or regulatory authorities regarding any such incident without the Supplier’s prior written consent, unless required to do so by law.
14. INSURANCE
14.1 The Supplier maintains product liability insurance appropriate to the nature and scale of its business. Evidence of such cover may be provided to the Customer upon reasonable written request.
14.2 The Customer shall maintain adequate public liability and product liability insurance throughout the period in which it holds and sells the Supplier’s products. The Customer shall provide evidence of such insurance to the Supplier upon request. In the event that a claim arises from the Customer’s handling, storage, modification, or misrepresentation of the Supplier’s products, the Customer’s own insurance shall be the primary source of indemnity.
15. BESPOKE AND OWN-LABEL PRODUCTS
15.1 Where the Supplier agrees to produce bespoke or own-label products to the Customer’s specification, all intellectual property rights in the Supplier’s underlying designs, tooling, moulds, and manufacturing processes shall remain the exclusive property of the Supplier unless otherwise agreed in writing. Any design elements or branding contributed by the Customer shall remain the Customer’s property.
15.2 Where bespoke or own-label orders involve minimum quantity commitments, tooling costs, or pre-production expenses, these will be agreed in writing prior to the order being placed. The Customer accepts that such costs may be invoiced separately and are non-refundable once production has commenced. Cancellation of a bespoke order after production has commenced will be subject to clause 8.1 in addition to any tooling or pre-production costs already incurred.
16. LICENSED INTELLECTUAL PROPERTY
16.1 Certain products supplied by the Supplier may incorporate third-party licensed characters, trade marks, or intellectual property (“Licensed IP”). The Customer is not granted any licence to use Licensed IP beyond that which appears on or within the product itself as supplied. In particular, the Customer shall not reproduce, apply, or adapt Licensed IP in any marketing materials, signage, digital content, or social media without the express written permission of the relevant licence holder.
16.2 The Customer shall indemnify the Supplier against any claims, costs, damages, or losses arising from the Customer’s unauthorised use of Licensed IP.
17. DATA PROTECTION
17.1 Both parties shall comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 in respect of any personal data processed in connection with these Terms. Each party shall act as an independent data controller in respect of personal data relating to their own staff and contacts.
17.2 The Supplier will process personal data shared by the Customer (such as contact details of buyers or accounts staff) solely for the purposes of fulfilling orders, managing the account, and communicating in connection with these Terms. Such data will not be shared with third parties except as required by law or as set out in clause 9.2. The Supplier’s full privacy policy is available upon request.
18. LAW
18.1 This agreement is governed by the Laws of England and Wales.