1 OUR CONTRACT WITH YOU
1.1. Definitions and Interpretation
“Business Day” means any day, other than Saturday, Sunday or bank or public holidays in England;
“Contract” means a contract for the purchase and sale of Goods
“Products” means the goods and products sold by us;
“Order” means your order for Goods;
“RRP” means recommended retail price for which you are permitted to sell Our Products without Our express prior permission in writing. The RRP is the price that We sell the Products direct to consumers
“Customer/Retailer/You” refers to one entering the Contract through sale of Goods.
“Supplier/We/Us/Our” means Purscents Ltd, a company registered in England under company Number: 13772493, whose registered address is 37 Pragnell Road, London SE12 0LF. Our website address is https://purscents.co.uk and Our VAT number is GB404517015

1.2 These Terms of Sale outline the conditions for the supply of our Products, shown on our website, https://purscents.co.uk, or listed in our trade catalogue. These terms apply to you as a retailer, whether you operate a physical retail shop or an e-commerce website. These Terms of Sale override any other retailer terms and conditions unless mutually agreed upon in writing.

1.3 We may ask for proof of your business existence and sales methods before recognising you as a retailer. This may entail sharing the address of your retail establishment and/or a digital image of your store front. Additionally, you may be asked to provide the URL of your e-commerce store.

1.4 By placing orders from us, you confirm your authority to legally act on behalf of the business making the order.

1.5 These Terms will govern any contract between us for the sale of Products. They replace and supersede any prior terms and conditions. We may amend these Terms periodically. We recommend reviewing these Terms to understand the applicable conditions at that time prior to each Order,.

1.6 Our relationship relies on these Terms and any directly referenced documents for our contractual relationship. While we take responsibility for our statements and representations, it is advisable that any deviations from these Terms be confirmed in writing to prevent misunderstandings. Should you identify any errors or desire modifications to these Terms, kindly reach out to us promptly.

1.7 Prior to placing an order and initiating payment for Products, carefully review to understand these Terms. Any inaccuracies or omissions in the information provided are your responsibility, and we cannot be held accountable for such errors.

1.8 We will formally confirm your eligibility as a retailer for our Products in writing. These Terms shall be applicable to any product orders placed with us once this confirmation is received. If you do not meet our criteria as a retailer, the terms and conditions for consumer orders will apply.

2 ORDERING PRODUCTS
2.1 To place an Order, simply submit your order through your wholesale account on Our Site, via JotForm, or by emailing us at hello@purscents.co.uk. Please ensure your order includes: 1) Purchase Order Number 2) Company Name 3) Contact Details 4) Product Type 5) Scent Option 6) Quantity 7) Invoice Address 5) Shipping Address 9) Any Additional Comments. Acceptance of your order will follow the process outlined in clause 2.4

2.2 Our minimum order value (MOV) is £200 + VAT. However, UK orders below £400 + VAT will be subject to a delivery charge at cost. International orders below £800 will also be subject to delivery charge at cost. We maintain the right to adjust our MOV and MOQs. If any changes are proposed in this regard, we’ll make an effort to notify you in advance.

2.3 If we be unable to fulfil your order for any specific products, we’ll promptly notify you. In such cases, we won’t proceed with processing your order until we receive confirmation from you indicating your desire to proceed, along with any necessary modifications agreed. Alternatively, we can provide a prompt refund for the total amount you’ve paid for the affected products.

2.4 Upon receipt of your order, we’ll send you an email to confirm your order and request that you confirm the details in writing. Once you’ve verified the accuracy of your order details, we’ll provide you with an estimated dispatch and delivery date.

2.5 While we strive to meet the following delivery estimates, please be aware that during peak periods, deliveries might take longer:
For orders up to 500 units, expect delivery around 1-2 weeks from the order confirmation date.
For orders up to 1000 units, expect delivery around 3-4 weeks from the order confirmation date.

2.6 If no credit terms have been established, we will send you an electronic pro-forma invoice (the “Invoice”) within 2 business days, with your order details, and any applicable charges as per clause 2.2 and/or clause 4. Please review the details of the Invoice, as we won’t be liable for any errors or omissions once your order is confirmed.

2.7 Subject to clause 2.9, timely payment as specified in clause 10 is essential. Payment should be made to us within 7 calendar days of receiving the Invoice. Upon receipt of cleared payment, our contract will be considered formed, and you’ll be deemed to have accepted these terms.

2.8 We may, at our discretion, extend credit terms for certain products you order. If this occurs, clause 10’s provisions will apply to those products.

2.9 Please indicate your acceptance of these terms, along with our delivery, return, and cancellation policies, by ticking the relevant checkbox when prompted. If you decline, you won’t be able to place orders for our products. We may decline any order at our sole discretion.

3 OUR PRODUCTS
3.1 Our website serves as a platform to showcase our Products. The product images displayed on our Site are meant for illustrative purposes only. While we have taken great care to present accurate colour representations, please note that the colours on your computer screen may not perfectly match the actual product colours. There might be slight variations between the images and the actual Products you receive.

3.2 Products weights have a tolerance of 3% due to the handmade nature of Our Products.

4 DELIVERY OF PRODUCTS
4.1 We will deliver the Products you’ve ordered to the address you provide during the Order process. Kindly ensure the accuracy of the details in your delivery address, as we cannot be held responsible for items that have not been received due to incorrect information. Each delivery will include a delivery note with order and product details included in the package.

4.2 Our Products are shipped worldwide, but our factory is located exclusively in the UK. For international deliveries, please allow additional time. Upon dispatching an Order, you will receive a notification email from us confirming the dispatch of the Product(s) with shipping and tracking details, enabling you to monitor the progress of your shipment.

4.3 Deliveries within the UK are shipped via Royal Mail, DPD, or DHL for shipping. Typically, deliveries reach their destination within 3 business days from Dispatch Notification. International orders are shipped via Royal Mail, UPS, DPD, or DHL. Quotes will be provided after the goods are packed.

4.4 Deliveries are scheduled for weekdays. If you prefer a Saturday delivery, please inform us during the Order placement. Additional charges may apply. Should no one be available at the designated delivery address, the courier will leave a note confirming their delivery attempt. Please contact them directly to arrange an alternative delivery.

4.5 Occasionally, circumstances beyond our control (defined in clause 12) might affect our delivery timeline. If we are unable to meet the initial estimated delivery date due to such events, we will communicate a revised estimated delivery date.

4.6 Delivery of a UK Order is considered complete when the Product(s) are delivered to the address provided with the Order. In the case of international deliveries, you are responsible for any applicable taxes, duties, or other charges associated with the shipment of the Product(s) to the respective country.

5 INSPECTION OF PRODUCTS
5.1 Upon receiving the Products, you must inspect their condition. If a thorough examination of the Products is not feasible, the carrier’s note or an appropriate note should be marked as “not examined.”

5.2 In the event of identifying any damage or shortages, you must promptly notify us in writing within 3 days of delivery. The notification should include detailed information about the alleged damage or shortage. Failure to provide such notice relieves us from liability.

5.3 Before making any use, alterations, or changes to the affected Products, you must be grant us the opportunity to inspect them.

5.4 Upon our acknowledgment of alleged damage or shortages, any damage or shortages will be rectified within a reasonable timeframe. We shall be under no liability for and shall not compensate you against any matters arising from damage or shortages.

6 RISK AND TITLE
6.1 The responsibility and risk associated with the Products transfers from us to you when the courier makes the first delivery attempt, regardless of whether you accept the delivery.

6.2 Title Ownership of the Products remains with us until you have made full payment for all Products and any applicable delivery charges. Until title ownership is transferred to you:
6.2.1 You’ll hold the Products in a fiduciary capacity as our bailee.
6.2.2 Store the Products separately to distinguish them as our property.
6.2.3 Preserve all identifying marks and packaging on the Products.
6.2.4 Keep the Products insured for their full value from the date of delivery.
6.2.5 Alert us promptly if any events listed in clause 9.2 impact you.
6.2.6 Provide us with requested information about the Products. You can, however, sell or use the Products in your regular business operations.

6.3 If you experience events listed in clause 9.2 or are likely to, we can demand the return of the Products. If you don’t comply, we may enter your premises or those of a third party storing the Products to retrieve them.

7 YOUR RESPONSIBILITY TO US
7.1 You will:
7.1.1 Actively promote our Product sales within your stores (if applicable).
7.1.2 Employ reasonable efforts for in-store promotion, as allowed by us.
7.1.3 Ensure proper display in line with our specifications.
7.1.4 Seek technical assistance or training if required for selling.
7.1.5 Adhere to the Trade Marketing Agreement (if applicable).
7.1.6 Promote and sell only within the Territory specified by us.
7.1.7 Offer no discounts or sales without prior written agreement.
7.1.5 Avoid trademark registrations including “Purscents” or any of our product names.
7.1.9 Prevent actions harming our reputation or goodwill.
7.1.10 Refrain from incurring liability for us.
7.1.11 Obtain consent for promises or alterations, except as legally mandated.
7.1.12 Not alter, disassemble, or reverse engineer Products without permission or legal requirement.

7.2 You can sell above the RRP, but not below it without our written consent, to preserve our brand’s integrity.

7.3 You must comply with laws, obtain licenses, and adhere to rules governing marketing, advertising, distribution, and sale of the Products.

7.4 You must obtain our explicit permission before selling on third-party platforms like Amazon, Trouva etc.

7.5 You must notify us of Resellers’ names and orders, keeping us updated on new Resellers and orders.

7.6 We reserve the right to warn or cease supplying Products for your failure to meet obligations outlined in clauses 6.1 to 6.6, at our sole discretion.

8 RETURNING PRODUCTS
8.1 When returning a Product, it’s your responsibility until it reaches us. Preserve its condition and refrain from using it. Return it within 14 calendar days of delivery in a saleable condition as received by you, intact and undamaged.

8.2 Ensure secure packaging to prevent damage in transit. Include written details displaying your order number, name, address, and reason for return. Obtain a receipt or proof of posting to evidence the return. For protection, use an insured delivery service. We aren’t liable for items damaged or lost in transit.

8.3 Products may be returned to 37 Pragnell Road, London SE12 0LF.

8.4 After we receive the Product(s), we will notify you by email within 24 hours to confirm receipt and subsequent actions. If you have inquiries about the returned Product(s), feel free to contact us for assistance. If you have returned a Product for a refund, we may decline if we are unable to resell.

8.4 Exchanges usually take 7-14 working days after receipt of the returned Product(s). Most refunds are processed within a few days, but allow up to 14 calendar days from our receipt.

9 INSOLVENCY OR INCAPACITY
9.1 In the event that you encounter any of the situations outlined in section 9.2, or if it is reasonably believed that you are likely to encounter them and we duly inform you, we retain the right to cancel or temporarily halt all future deliveries under these Terms or any other existing contract between us, without incurring any liability on our part. Additionally, any outstanding payments for delivered Products will immediately become due and payable.

9.2 The relevant situations for section 7.1 include but not limited to:
9.2.1 Suspending or indicating an intention to suspend debt payments, inability to meet debt obligations as they arise, acknowledging an inability to pay debts (for individuals), or being deemed unable to pay your debts (for companies) as defined under the Insolvency Act 1956. In the case of partnerships, this applies if any partner is affected by the aforementioned.

9.2.2 Initiating discussions with creditors for debt rescheduling, proposing compromises or arrangements with creditors.

9.2.3 Initiating any proceedings or events leading to the winding up of your company, except for the purpose of a solvent amalgamation or reconstruction.

9.2.4 Facing a bankruptcy petition or order as an individual.

9.2.5 Any creditor or encumbrance taking possession of your assets, or legal processes such as distress, execution, or sequestration being enforced against your assets without resolution within 14 days.

9.2.6 Applying to court for the appointment of an administrator, receiving a notice of intention to appoint an administrator, or having an administrator appointed over your company (for companies).

9.2.7 A holder of a floating charge over your assets appointing an administrative receiver (for companies).

9.2.5 A receiver becoming entitled to or being appointed over your assets, or any equivalent event occurring in a jurisdiction where you are subject.

9.2.10 Ceasing or contemplating ceasing substantial business operations.

9.2.11 A significant deterioration in your financial standing that, in our assessment, jeopardizes your capacity to fulfil your obligations under these Terms.

9.2.12 In the case of an individual, incapacity due to illness (mental or physical) resulting in the inability to manage personal affairs, or becoming a patient under mental health legislation.

9.3 The termination of these Terms and any contract between us, regardless of the circumstances, will not affect the accrued rights and remedies of either party. Clauses that explicitly or implicitly endure after the termination of these Terms and any contract will remain in full effect.

10 PRICE AND PAYMENT
10.1 Product prices are as stated in our trade catalogue or order form. Prices may change, but confirmed Orders remain unaffected. VAT rate changes will be adjusted between Order and payment.

10.2 Prices exclude delivery and testers, added to the Invoice total. Delivery cost is confirmed in your Invoice.

10.3 Despite our efforts, pricing errors may occur. We’ll correct obvious mispricing errors before dispatch.

10.4 Payment methods include electronic bank transfer, debit, or credit cards.

10.5 Payment is due before Order acceptance and Product manufacturing begins, unless credit terms have been established. If credit is provided, comply with credit terms and payment conditions as specified.

10.6 You’re responsible for any bank charges for payment processing.

10.7 Late payment incurs interest at 5% above HSBC’s base rate accrued on a daily basis from the Due Date until the date of actual payment of the overdue amount. Interests are payable with overdue amounts.

10.8 Full payment is due without deductions, withholdings, or set-offs. We can offset amounts you owe us against amounts we owe you.

11 TRADEMARK
11.1 The trademarks “Purscents” and our logo are registered trademarks of Purscents Ltd. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the trademarks.

11.2 You are permitted to use our trademarks, trade names, or other symbols solely for the purpose of identifying and promoting the Products within your role as a retailer of our Goods.

11.3 It is agreed that you shall refrain from incorporating the aforementioned trademarks, trade names, or our symbols into your trade or company name.

11.4 We hold no responsibility for the copyright and utilisation of fonts and images provided by you (e.g., for personalised labels). You must ensure that all fonts and images shared with and used by us possess the required licenses for the intended use and sale of related products across all applicable regions.

11.5 You consent to our use of labels, artwork, or designs produced for application on all products manufactured by us for promotional purposes. This includes showcasing white/private label services to new customers, whether through private means (e.g., email) or public channels (e.g., online). This usage may involve designs provided by you or containing your branding.

12 EVENTS BEYOND OUR CONTROL (FORCE MAJEURE)
12.1 We shall not be held liable or responsible for any inability to fulfil or delay in the execution of Our responsibilities as outlined in these Terms due to an Event Beyond Our Control. Such causes include, but not limited to power failures, failures of internet service providers, third-party strikes or industrial actions, civil unrest, fire, explosions, floods, storms, earthquakes, acts of terrorism (imminent or actual), war acts, epidemics, natural disasters, or any other event that falls beyond Our control.

12.2 In the case of an Event Beyond Our Control that impacts the performance of Our obligations under these Terms, We shall promptly notify you. During the period of the Event Beyond Our Control, Our commitments under these Terms shall be suspended. Upon the conclusion of the Event Beyond Our Control, new arrangements for product delivery shall be coordinated with you, if necessary.

13 COMMUNICATION & CONTACT INFORMATION
Should you have inquiries or complaints, please reach out to Us via email at hello@purscents.co.uk, by telephone at 07950 943 173, or by post to Purscents Ltd, 37 Pragnell Road, London SE12 0LF. All complaints are handled in line with Our policy and procedure for complaints handling, to be resolved within 5 working days.

14 DATA PROTECTION
All personal data We use will be collected, processed, and retained in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights therein. For complete insight into Our collection, processing, storage, retention, and sharing of personal data, including purposes, legal bases, rights, and mechanisms for exercising them, please see Our Privacy Policy and Cookie Policy.

15 OTHER KEY POINTS
We retain the right to transfer Our obligations and rights under these Terms of Sale (and under the Contract, where applicable) to a third party (for instance, in the event of a business sale). In such instances, you shall receive written communication from Us. Your rights under these Terms of Sale shall remain unaffected, and the third party shall assume and uphold Our obligations under these Terms.

You are not permitted to transfer your obligations and rights under these Terms of Sale (and under the Contract, where applicable) without Our explicit written consent. The Contract exclusively pertains to you and Us, and no other person or third party is intended to derive benefits or enforcement rights from its provisions.

Should any provision of these Terms of Sale be deemed unlawful, invalid, or unenforceable by any court or authority, such provision(s) shall be severed from these Terms of Sale. The remainder of these Terms shall remain valid and enforceable.

Any lack of exercise or delay by Us in asserting Our rights under these Terms of Sale does not equate to relinquishing those rights. A waiver by Us of any breach of a provision within these Terms of Sale, whether similar or distinct, does not signify a waiver of future breaches.

We reserve the right to revise these Terms of Sale in response to changes in pertinent laws and regulatory requirements. If these changes impact your Order, We shall provide reasonable advance notice of such changes, along with an option to cancel should you find them unsatisfactory. In the event of cancellation, any affected Goods already received must be returned, and a full refund, inclusive of delivery charges, will be processed within 7 days.

16 LAW AND JURISDICTION
These Terms and Conditions, and the relationship between you and Us (contractual or otherwise), are subject to the laws of England & Wales. In the event of disputes related to these Terms and Conditions, the relationship, or associated matters (contractual or otherwise), businesses shall submit to the exclusive jurisdiction of the courts of England & Wales.