Wholesale Terms & Conditions
Aimee Betts Ltd
Wholesale Terms & Conditions
Version date: May 2026
These Wholesale Terms & Conditions apply to all wholesale orders placed with Aimee Betts Ltd, trading as Aimee Betts, of 74 Hambridge Road, Room 8, Newbury, West Berkshire, RG14 5TA, United Kingdom.
1. Definitions
In these Terms:
“we”, “us” or “our” means [Your Business Name].
“you” or “Buyer” means the business, retailer, stockist, company, partnership, sole trader or other commercial customer placing an order with us.
“Goods” means the products supplied by us to you.
“Order” means any wholesale order placed by you and accepted by us.
“Terms” means these Wholesale Terms & Conditions.
“Working Day” means any day other than a Saturday, Sunday or bank/public holiday in England.
2. Business-to-business only
2.1 These Terms apply to wholesale sales to business customers only.
2.2 By placing an Order, you confirm that you are acting wholly or mainly for the purposes of your trade, business, craft or profession, and not as a consumer.
3. Application of these Terms
3.1 All Orders are accepted and supplied subject to these Terms.
3.2 These Terms apply to the exclusion of any terms or conditions you seek to impose or incorporate, including any purchase order terms, unless we expressly agree otherwise in writing.
3.3 No variation to these Terms will be valid unless agreed by us in writing.
3.4 If there is any inconsistency between these Terms and an Order confirmation issued by us, the Order confirmation shall take priority only to the extent of the inconsistency.
4. Wholesale account approval
4.1 We require you to complete a wholesale account application before accepting any Order.
4.2 We reserve the right to accept, reject, suspend or close any wholesale account at our discretion.
4.3 You must provide accurate and up-to-date business details, including your legal trading name, company number if applicable, VAT number if applicable, billing address, delivery address, contact details and any requested trade references.
4.4 You must notify us promptly of any change to your business details, ownership, trading status, delivery address or payment details.
5. Orders
5.1 All Orders are subject to acceptance by us.
5.2 An Order is not accepted until we issue a written Order confirmation or otherwise confirm acceptance in writing.
5.3 We may refuse or cancel an Order before delivery for any reason, including stock availability, pricing errors, suspected fraud, previous payment issues, brand protection concerns or breach of these Terms.
5.4 You are responsible for checking that all details in the Order confirmation are correct, including product quantities, prices, delivery address and delivery date.
5.5 We may set minimum order quantities, minimum order values, case quantities or pack sizes from time to time.
6. Prices
6.1 Prices are our wholesale prices as quoted to you or as set out in our current wholesale price list.
6.2 Unless stated otherwise, prices are exclusive of VAT, delivery charges, insurance, customs duties, import taxes and any other applicable taxes or charges.
6.3 We may change our prices at any time, but price changes will not affect Orders already accepted by us unless we have made an obvious pricing error.
6.4 Any recommended retail price, suggested resale price or RRP provided by us is non-binding. You remain free to determine your own resale prices.
7. Payment terms
7.1 Unless we agree otherwise in writing, payment is due on delivery.
7.2 For the purposes of these Terms, “payment on delivery” means payment in full in cleared funds before the Goods are unloaded, released, handed over or left at the delivery location.
7.3 We are not required to unload, release, hand over or leave the Goods unless and until full payment has been received by us in cleared funds.
7.4 Acceptable payment methods are [bank transfer / card payment / payment link / other approved method].
7.5 Cheques are not accepted unless agreed by us in advance, and Goods will not be released until cheque funds have cleared.
7.6 You must pay all amounts due without set-off, counterclaim, deduction or withholding, except where required by law.
7.7 We may require payment in advance, a deposit, cleared funds before dispatch, or other security at any time, including for first Orders, large Orders, bespoke Orders, overdue accounts or where we have concerns about credit risk.
8. Failed payment on delivery
8.1 If payment is not received in cleared funds at the point of delivery, we may refuse to unload, release, hand over or leave the Goods.
8.2 If payment is not made on delivery, delivery will be treated as refused by you.
8.3 In those circumstances, we may do any or all of the following:
a. retain the Goods;
b. return the Goods to our premises or storage facility;
c. cancel the Order;
d. suspend any further deliveries or Orders;
e. charge you for failed delivery, return transport, storage, administration and redelivery costs;
f. require payment in advance for any future Orders; and
g. close or suspend your wholesale account.
8.4 We are not liable for any loss of sales, loss of profit, business interruption, reputational loss or other loss suffered by you as a result of non-release of Goods due to non-payment.
9. Credit limits
9.1 Any credit facility or credit limit granted by us is discretionary and may be withdrawn, reduced or suspended at any time.
9.2 Granting credit on one occasion does not oblige us to grant credit on any future occasion.
9.3 If we grant credit terms, payment must be made by the due date stated on the invoice.
9.4 We may require immediate payment of all outstanding sums if we reasonably believe that your financial position has deteriorated or that you may be unable to pay your debts as they fall due.
10. Late payment
10.1 If any amount is not paid when due, we may charge interest on the overdue amount at the statutory rate applicable to late commercial payments.
10.2 We may also recover fixed compensation and reasonable debt recovery costs to the extent permitted by law.
10.3 You must reimburse us for all reasonable costs and expenses incurred in recovering overdue sums or Goods, including legal costs, debt collection costs, tracing costs, storage costs and transport costs.
10.4 We may suspend or cancel any outstanding Orders or deliveries until all overdue sums have been paid in full.
For UK B2B contracts, statutory late-payment interest is currently described by GOV.UK as 8% plus the Bank of England base rate, unless a different contractual rate applies. GOV.UK also sets out fixed debt recovery compensation for late commercial payments.
11. Delivery
11.1 Delivery dates and times are estimates only unless we expressly agree a fixed delivery date in writing.
11.2 We will use reasonable efforts to deliver within any estimated timescale, but time of delivery is not of the essence.
11.3 Delivery will take place at the delivery address stated in the Order confirmation.
11.4 You must ensure that the delivery address is accurate, accessible, safe and suitable for delivery.
11.5 You must ensure that an authorised person is available to receive the Goods and make payment, where payment is due on delivery.
11.6 You are responsible for any failed delivery, delay, additional transport cost, waiting time, storage cost or redelivery cost caused by:
a. incorrect delivery details;
b. nobody being available to receive delivery;
c. inability or refusal to make payment on delivery;
d. unsafe, restricted or unsuitable access; or
e. any other act or omission by you.
12. Delivery notes and proof of delivery
12.1 You, or your authorised representative, must sign the delivery note or proof of delivery when the Goods are delivered or made available.
12.2 A signature, electronic confirmation, courier confirmation, photograph or other delivery record will be evidence of delivery.
12.3 If you instruct us or a carrier to leave Goods without signature, delivery will be deemed completed when the Goods are left at the agreed location.
13. Inspection, shortages and damage
13.1 You must inspect the Goods promptly on delivery.
13.2 Any visible damage, shortage or incorrect item must be recorded on the delivery note where possible and notified to us in writing within 48 hours of delivery.
13.3 Any defect not reasonably apparent on delivery must be notified to us in writing as soon as reasonably possible after discovery.
13.4 If you fail to notify us within the timescales above, the Goods will be deemed accepted, except in respect of defects that could not reasonably have been identified on inspection.
13.5 You must give us a reasonable opportunity to inspect any Goods alleged to be damaged, defective, short or incorrectly supplied.
13.6 You must retain all packaging and delivery materials where damage is alleged.
14. Returns
14.1 Wholesale Orders are firm once accepted by us.
14.2 Goods may not be returned except where:
a. the Goods are faulty;
b. the Goods are damaged before risk passes to you;
c. the Goods have been incorrectly supplied by us; or
d. we have agreed the return in writing.
14.3 Unsold stock is not supplied on a sale-or-return basis unless we expressly agree this in writing before accepting the Order.
14.4 Any return agreed by us must be returned in accordance with our instructions.
14.5 Goods returned without our prior written authorisation may be refused or returned to you at your cost.
14.6 Returned Goods must be unused, unopened, undamaged, complete, in their original packaging and in resaleable condition, unless the return is due to fault, damage or incorrect supply.
14.7 You are responsible for return transport costs unless the Goods are faulty, damaged before risk passes to you, or incorrectly supplied by us.
15. Risk
15.1 Risk in the Goods passes to you when the Goods are delivered, unloaded, handed over, left at the agreed delivery location or otherwise made available to you, whichever occurs first.
15.2 If you fail to accept delivery or fail to make payment on delivery, risk passes to you at the time delivery was attempted.
15.3 From the time risk passes, you are responsible for loss, damage, theft, deterioration and insurance of the Goods.
16. Retention of title
16.1 Title to the Goods shall not pass to you until we have received payment in full in cleared funds for those Goods.
16.2 Until title passes to you, you must:
a. hold the Goods on our behalf;
b. store the Goods separately from other goods where reasonably practicable;
c. keep the Goods clearly identifiable as Goods supplied by us;
d. keep the Goods in good condition;
e. insure the Goods against all usual risks for their full replacement value;
f. not remove, deface or obscure any identifying mark, batch code, label or packaging;
g. not pledge, charge, encumber or grant any security interest over the Goods; and
h. notify us immediately if you become subject to any insolvency event or if any third party seeks to seize or claim the Goods.
16.3 Until title passes, you may resell the Goods in the ordinary course of your business, provided that you do so as principal and not as our agent.
16.4 Your right to possess or resell Goods before title has passed ends immediately if:
a. you fail to pay any amount when due;
b. you breach these Terms;
c. you become insolvent or appear unable to pay your debts;
d. you cease or threaten to cease trading;
e. you attempt to sell Goods outside the ordinary course of business; or
f. we notify you that your right to possess or resell the Goods has ended.
16.5 If your right to possess or resell the Goods ends, you must immediately make the Goods available for collection and provide access to any premises where the Goods are stored.
16.6 Where lawful, we may enter your premises, or any premises where the Goods are stored, on reasonable notice to inspect, identify, recover or repossess Goods to which we retain title.
16.7 If the Goods have been resold before we have received payment, you must hold the proceeds of resale separately where reasonably practicable and account to us for the amount owed.
Retention of title clauses are commonly used to help suppliers recover unpaid goods, but they work best where the clause was incorporated before the contract, the goods remain identifiable, and the unpaid goods can be linked to the relevant invoice. GOV.UK’s insolvency guidance highlights these practical points.
17. Product storage and handling
17.1 You must store, handle, display and sell the Goods in accordance with any instructions, specifications or guidance provided by us.
17.2 You must not sell Goods that are damaged, expired, spoiled, contaminated, tampered with, relabelled, altered or otherwise unsuitable for sale.
17.3 You must maintain appropriate storage conditions for the Goods, including any temperature, humidity, hygiene, light exposure or shelf-life requirements notified by us.
17.4 You are responsible for ensuring that your premises, staff and sales practices comply with all applicable laws and regulations.
18. Product recalls and safety notices
18.1 You must notify us immediately if you become aware of any safety issue, complaint, adverse reaction, defect, contamination, regulatory issue or other concern relating to the Goods.
18.2 You must provide reasonable assistance with any product recall, withdrawal, safety notice, batch trace, investigation or corrective action.
18.3 You must keep accurate records of Goods purchased from us and, where reasonably possible, records of onward supply.
18.4 You must not issue any public statement, recall notice or customer communication relating to the Goods without our prior written approval, unless required by law.
19. Brand, marketing and intellectual property
19.1 All intellectual property rights in our brand, trade marks, logos, product names, designs, packaging, images, text, marketing materials and other brand assets remain owned by us or our licensors.
19.2 You may use our approved brand assets solely for the purpose of promoting and reselling the Goods as an authorised stockist.
19.3 You must comply with any brand guidelines, image guidelines, product copy, marketing instructions or approval requirements provided by us.
19.4 You must not:
a. alter, obscure or remove any branding, labels, batch codes, barcodes, packaging or safety information;
b. repackage, relabel or modify the Goods;
c. use our brand assets in a misleading, unlawful, offensive or damaging way;
d. register or use any domain name, social media handle, marketplace name, company name or trade mark that includes or imitates our brand name without our written consent;
e. make medical, health, performance, environmental, sustainability or other product claims unless approved by us in writing; or
f. imply that you are our agent, distributor, franchisee, partner or exclusive representative unless we have agreed this in writing.
19.5 Permission to use our brand assets ends immediately if your wholesale account is closed, your stockist status ends, or we ask you to stop using them.
20. Approved resale channels
20.1 You may resell the Goods only through the retail channels approved by us.
20.2 Unless we agree otherwise in writing, you may not resell the Goods through:
a. Amazon;
b. eBay;
c. TikTok Shop;
d. third-party marketplaces;
e. discount or clearance platforms;
f. unauthorised wholesale channels;
g. auction sites;
h. export channels outside [approved territory]; or
i. any channel that may damage the reputation, positioning or goodwill of our brand.
20.3 You must not supply the Goods to any third party that you know or suspect intends to resell the Goods through an unauthorised channel.
20.4 We may suspend or terminate your wholesale account if we reasonably believe that Goods are being sold through unauthorised channels.
21. No exclusivity
21.1 Unless we agree otherwise in writing, appointment as a stockist does not grant you exclusivity in any territory, channel, customer group or marketplace.
21.2 We may sell the Goods directly and through other retailers, stockists, distributors, websites and marketplaces.
22. Compliance with laws
22.1 You must comply with all applicable laws and regulations relating to the purchase, storage, marketing, sale and resale of the Goods.
22.2 You are responsible for obtaining and maintaining any licences, registrations, consents or approvals required for your business.
22.3 You must not do anything that would cause us, our brand or the Goods to breach any applicable law, regulation, advertising code, trading standard, product safety requirement or platform rule.
23. Warranties
23.1 We warrant that, on delivery, the Goods will materially correspond with their description and be of satisfactory quality.
23.2 We do not warrant that the Goods will achieve any particular sales performance, margin, resale value, customer demand or commercial outcome for you.
23.3 Any product images, samples, descriptions, weights, dimensions, colours, ingredients, materials or specifications are provided for general guidance and may vary within reasonable tolerances.
23.4 You acknowledge that you are purchasing the Goods for resale as part of your own business and that you have assessed the suitability of the Goods for your business.
24. Limitation of liability
24.1 Nothing in these Terms limits or excludes liability for:
a. death or personal injury caused by negligence;
b. fraud or fraudulent misrepresentation;
c. breach of any term that cannot lawfully be excluded or restricted; or
d. any other liability that cannot lawfully be limited or excluded.
24.2 Subject to clause 24.1, our total liability arising out of or in connection with an Order shall not exceed the total price paid or payable by you for that Order.
24.3 Subject to clause 24.1, we shall not be liable for:
a. loss of profit;
b. loss of sales or business;
c. loss of agreements or contracts;
d. loss of anticipated savings;
e. loss of or damage to goodwill;
f. business interruption;
g. indirect or consequential loss; or
h. any loss arising from your failure to follow our instructions or these Terms.
24.4 We are not liable for any delay or failure caused by circumstances beyond our reasonable control.
UK law does not allow a party to exclude or restrict liability for death or personal injury resulting from negligence, and restrictions for other negligence-related loss are subject to a reasonableness requirement.
25. Indemnity
25.1 You shall indemnify us against all losses, liabilities, damages, costs, expenses, claims and proceedings arising out of or in connection with:
a. your breach of these Terms;
b. your misuse, alteration, relabelling or repackaging of the Goods;
c. your unauthorised product claims or marketing statements;
d. your sale of Goods through unauthorised channels;
e. your failure to comply with applicable laws or regulations;
f. your negligence or wilful misconduct; or
g. any claim made by your customer or a third party arising from your acts or omissions.
26. Suspension and termination
26.1 We may suspend deliveries, cancel Orders, close your wholesale account or terminate your stockist status immediately by written notice if:
a. you fail to pay any amount when due;
b. you breach these Terms;
c. you fail to make payment on delivery;
d. you sell through unauthorised channels;
e. you misuse our brand or intellectual property;
f. you become insolvent or appear unable to pay your debts;
g. you cease or threaten to cease trading;
h. you damage or may damage our brand reputation; or
i. we reasonably consider it necessary to protect our business, brand or customers.
26.2 Termination or suspension does not affect any rights, remedies or obligations that have already accrued.
26.3 On termination, all outstanding sums owed to us become immediately due and payable.
27. Confidentiality
27.1 You must keep confidential all non-public information we provide to you, including wholesale prices, product launch information, commercial terms, marketing plans, customer information and business information.
27.2 You must not disclose such information to any third party except where required by law or with our prior written consent.
28. Data protection
28.1 Each party shall comply with applicable data protection laws.
28.2 We may process business contact details for the purposes of managing your wholesale account, processing Orders, delivering Goods, taking payment, account administration, customer support, legal compliance and business communications.
29. Force majeure
29.1 We are not liable for any delay or failure to perform our obligations where that delay or failure is caused by events beyond our reasonable control.
29.2 Such events may include supply chain disruption, supplier failure, transport delays, strikes, labour shortages, fire, flood, severe weather, epidemic, pandemic, power failure, IT failure, cyber incident, war, terrorism, civil unrest, government action, regulatory change or other circumstances beyond our reasonable control.
30. Assignment
30.1 You may not assign, transfer, charge, subcontract or deal with your rights or obligations under these Terms without our prior written consent.
30.2 We may assign, transfer, subcontract or deal with our rights or obligations under these Terms to any group company, purchaser of our business or other third party.
31. Notices
31.1 Any notice under these Terms must be given in writing by email, post or courier to the contact details provided by the relevant party.
31.2 Notices sent by email will be deemed received at the time of transmission, provided no delivery failure message is received.
31.3 Notices sent by post or courier will be deemed received in accordance with normal delivery records or postal rules.
32. Entire agreement
32.1 These Terms, together with the relevant Order confirmation and invoice, form the entire agreement between you and us in relation to the Order.
32.2 You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty that is not set out in these Terms or the relevant Order confirmation.
33. Severance
33.1 If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, lawful and enforceable.
33.2 If modification is not possible, the relevant provision shall be deemed deleted and the remaining provisions shall continue in full force and effect.
34. No waiver
34.1 A failure or delay by us in exercising any right or remedy under these Terms shall not amount to a waiver of that right or remedy.
34.2 A waiver of any breach shall not amount to a waiver of any later breach.
35. Third-party rights
35.1 No person other than you and us shall have any right to enforce these Terms.
36. Governing law and jurisdiction
36.1 These Terms and any dispute or claim arising out of or in connection with them shall be governed by the laws of England and Wales.
36.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, any Order or the supply of Goods.