Stockist agreement

01Part 1 · Your business

02Part 2 · Trading terms

These are the figures this agreement is being signed on. They are the same ones published at trade terms.

• 30% off RRPevery line, every order
• £500opening order, ex VAT
• £250reorder minimum, ex VAT
• FreeUK delivery, every order
• 30 daysmaximum lead time
• Pro forma ×2then terms on request

03Part 3 · Your opening order

Open a product to set quantities by colour and size. Only what we currently hold is listed, so anything missing is out of stock rather than discontinued.

Opening order minimum is £500 ex VAT.

Anything else about this order

04Parties and appointment

This agreement is between Anubys, company number [company number], registered office [registered office address] ("Anubys"), and the business named in Part 1 above ("the Stockist").

Anubys appoints the Stockist as a non-exclusive retailer of Anubys products. No territory is granted or reserved, in either direction: the Stockist may sell anywhere it lawfully trades, and Anubys may appoint other stockists anywhere, including nearby.

This is a business to business contract. The Consumer Rights Act 2015 and the Consumer Contracts Regulations 2013 do not apply to it. They continue to apply in full to the sales the Stockist makes to its own customers.

05Orders and minimums

The quantities and prices set out in Part 3 are the Stockist’s opening order. Anubys will confirm it in writing, with colours and sizes, before raising the pro forma invoice.

• The opening order is a minimum of £500 ex VAT.
• Subsequent orders are a minimum of £250 ex VAT.
• Every order is an offer, which Anubys may accept or decline. A contract of sale forms only when Anubys confirms the order in writing.
• All orders are subject to stock. Where a line is short, Anubys will say so before despatch rather than substitute without asking.

06Prices

Trade price is 30% off the published recommended retail price, invoiced ex VAT. VAT is added at the prevailing rate.

Anubys may change recommended retail prices and trade prices on 30 days written notice. Orders already accepted are honoured at the price quoted.

07Resale price

The recommended retail price is a recommendation and nothing more. The Stockist is free to resell at any price it chooses.

Nothing in this agreement, in any conversation, and in no discount, rebate or support Anubys offers is conditional on the resale price the Stockist sets. Any term that purported to fix a minimum resale price would be void under Chapter I of the Competition Act 1998, and none is intended.

Anubys undertakes, as a matter of its own pricing, not to sell below its published recommended retail price on its own website, and to notify stockists in writing before that changes.

08Payment

• The first 2 orders are pro forma: invoice raised, paid, then despatched.
• After that the Stockist may request 30 day terms. Anubys will carry out a credit check. Terms are granted at Anubys’ discretion and may be withdrawn on written notice if an account falls into arrears.
• Late payment carries interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
• Anubys may set off any sum owed by the Stockist against any credit due.

09Delivery, title and risk

• Delivery is free of charge to a United Kingdom address on every trade order.
• Lead time is up to 30 days from cleared payment. Anubys will give a despatch date on accepting the order.
• Risk in the goods passes to the Stockist on delivery.
• Legal and beneficial title stays with Anubys until every sum then owed by the Stockist to Anubys has been paid, on this and any other order.
• Until title passes the Stockist holds the goods as bailee, keeps them stored so they remain identifiable as Anubys property, insures them, and does not pledge or charge them. The Stockist may resell them in the ordinary course of business, and title passes to its customer on that sale. Anubys makes no claim to the proceeds of that sale.
• If payment falls overdue or the Stockist becomes insolvent, the Stockist grants Anubys an irrevocable licence to enter any premises where the goods are held, on reasonable notice and in business hours, to inspect or recover them.
• Nothing here excludes the term as to title implied by section 12 of the Sale of Goods Act 1979, which cannot lawfully be excluded.

10Faulty goods and the end-customer warranty

Goods arriving damaged, short or incorrect, or with a fault apparent on reasonable inspection, must be reported within 7 working days of delivery. Anubys will credit or replace them.

That 7 day period applies only to what a reasonable inspection would find. A fault that could not reasonably have been discovered on delivery may be notified within 30 days of discovery, and the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 as to description, quality and fitness apply to every order and are not excluded.

End-customer warranty claims come to Anubys. Anubys honours its lifetime warranty directly with the consumer, on its published consumer terms. The Stockist does not process, fund or hold stock against it.

That arrangement is a service to the Stockist and its customer. It does not transfer the consumer’s statutory rights, which lie against the Stockist as seller. Where the Stockist has had to remedy a consumer complaint under the Consumer Rights Act because goods supplied by Anubys were faulty, Anubys will make that good.

Correctly supplied stock that has not sold is not returnable.

11Brand and intellectual property

Anubys grants the Stockist a non-exclusive, revocable licence to use Anubys product photography, copy and social assets for the purpose of selling Anubys products. The licence lasts as long as this agreement and covers nothing else.

• Do not alter, recolour or reset the logo.
• Do not register domains, social handles or marketplace storefronts containing the Anubys name.
• Do not list Anubys products on a third-party marketplace without written consent, which is usually given.
• Do not make any claim about the products that Anubys does not make itself.

12Confidentiality and data

Trade prices, stock positions and terms are confidential and are not to be published or passed to a competitor.

Each party processes the other’s business contact details to run the account. Anubys’ privacy notice sets out what it holds, why, and for how long.

13Term and termination

This agreement runs until ended. Either party may end it on 30 days written notice, for any reason.

Anubys may end it immediately if the Stockist becomes insolvent, fails to pay a due invoice within 14 days of written demand, or breaches the brand and intellectual property clause.

Orders accepted before termination are still fulfilled and still payable. The brand licence ends on termination; the Stockist may sell through stock it already owns.

14Liability

Anubys’ total liability in any twelve month period, whether in contract, tort including negligence, or otherwise, is limited to the greater of £5,000 and the total sums paid by the Stockist to Anubys in the twelve months before the claim arose.

Neither party is liable to the other for loss of profit, loss of business, loss of goodwill or any indirect or consequential loss.

This clause does not limit the Stockist’s obligation to pay for goods delivered.

Both parties agree that these limits are reasonable, having regard to the prices charged, the availability of insurance to each party, and the fact that each is a business able to assess its own risk. They are subject to the reasonableness test in the Unfair Contract Terms Act 1977 and are intended to satisfy it.

Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for breach of the term as to title implied by section 12 of the Sale of Goods Act 1979, under section 2(3) of the Consumer Protection Act 1987, or for any other liability that cannot lawfully be limited.

15Product safety and recall

The Stockist must not alter the goods, remove or obscure any label, batch mark or safety information, or repackage them without written consent.

If Anubys withdraws or recalls a product, the Stockist will stop selling it immediately, quarantine its stock, and give Anubys reasonable help to reach customers who bought it. Anubys will credit recalled stock in full and bear the reasonable cost of that help.

Each party will tell the other promptly of any safety concern, injury or regulatory contact relating to the goods.

16Anti-bribery

Each party will comply with the Bribery Act 2010 and will not offer or accept any bribe or improper payment in connection with this agreement. Breach of this clause entitles the other party to terminate immediately.

17Notices

Notice under this agreement must be in writing and sent by email to the address each party has given for the account, or by post to its registered office. Email notice is treated as given on the next working day after it is sent, unless the sender receives a delivery failure.

18Events outside our control

Neither party is in breach for a delay or failure caused by something outside its reasonable control, including fire, flood, epidemic, industrial action, failure of a utility or carrier, import restriction or act of government. The affected party will tell the other promptly and do what it reasonably can to limit the effect.

If the event continues for more than 60 days, either party may end this agreement on written notice, and Anubys will refund anything paid for goods not delivered.

19General

• This agreement is the entire agreement between the parties on its subject and replaces any earlier discussion. Neither party relies on any statement not set out here, except that nothing in this clause limits liability for fraudulent misrepresentation.
• No variation is effective unless agreed in writing by both parties.
• The Stockist may not assign or subcontract this agreement without written consent. Anubys may assign it to a buyer of its business.
• A delay in enforcing a term is not a waiver of it, and waiving one breach does not waive another.
• If any term is found unenforceable, the rest continues in force and that term applies with the minimum modification needed to make it enforceable.
• No third party may enforce any term of this agreement under the Contracts (Rights of Third Parties) Act 1999.
• The Stockist is an independent business. Nothing here creates a partnership, agency or employment relationship.
• The parties agree to contract by electronic means. Acceptance recorded on the Anubys website has the same effect as a signature on paper, under the Electronic Communications Act 2000.
• This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

20Signature

Sign in the box, then give your name and position. Together these have the same effect as signing on paper.

I have read the whole of this agreement, I am authorised to enter into it on behalf of the business named in Part 1, and I accept it.

Company URL