WHOLESALE TERMS AND CONDITIONS
SECTION 1 – GENERAL CONDITIONS
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Goodbody, the Supplier which is not set out in the Contract.
The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order is complete and accurate. The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
SECTION 2 – PRODUCTS OR SERVICES
All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. The material on the Goodbody Store site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. We reserve the right to discontinue any product at any time. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected
SECTION 3 – ERRORS, INACCURACIES AND OMISSIONS
We take great care to ensure the accuracy of sizes, prices and specifications. Whilst such descriptions are given as a guide and in good faith, they are subject to alteration without notice. If we discover an error in the price of goods you have ordered, we will inform you as soon as possible and give you the option of reconfirming you order at the correct price or cancelling it. Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 4 – MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 – DELIVERY
Any delivery period quoted by the Seller shall run from the date of the Buyer’s order. Any delivery date is approximate and not a contractual commitment. Delivery dates cannot be guaranteed as they may be affected by circumstances beyond our control. Neither Goodbody, nor the nominated carrier will accept claims for consequential losses due to late delivery.
The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
SECTION 6 -RISK IN OWNERSHIP OF GOODS
Risk in the goods shall pass to the buyer on delivery, or on delivery to the carrier when using the Buyer’s contracted carrier.
Ownership of the goods shall not pass to the buyer until Goodbody Botanicals Ltd has received in full in cleared funds all sums due to Goodbody Botanicals Ltd in respect of the goods and all other sums which are or may become due to Goodbody Botanicals from the Buyer on any account.
Until ownership of the goods has passed to the Buyer, the Buyer shall:
- Hold the goods on the fiduciary basis as Goodbody Botanicals ltd bailee;
- Store the goods separately from all other goods the Buyer or any third party in such a way that they remain identifiable as Goodbody Botanicals property;
- Not destroy or deface any identifying mark on the goods or their packaging;
- Maintain the goods in satisfactory condition insured with Goodbody Botanicals interest noted on the policy and hold any proceeds of such insurance on trust for Goodbody Botanicals Ltd and not mix them with any other money.
SECTION 7 – CREDIT ACCOUNTS
Customers requiring a credit account must complete an account application form and, if requested supply a copy of their latest submitted year end and/or management accounts. We reserve the right to restrict or refuse any order or application for credit at any time. If your application is successful, you will be notified of a credit limit. Goods required over this value will require cleared funds in advance of delivery.
SECTION 8 – TERMS & PAYMENT
Payment is due at the time of order unless a credit account is held. Payment is due in full, 30 days from the date of the invoice if you hold a credit account. Further orders will not be dispatched, whilst balance remains outstanding.
Payment shall not be deemed to have taken place until the receipt by Goodbody Botanicals cleared funds.
Goodbody Botanicals shall be entitled to charge an additional finance charge at the rate of 4% per month on amounts overdue and Goodbody Botanicals reserves the right to (1) withhold shipment of the goods until full payment is made; and/or (2) revoke any credit extended to the Buyer. If the Buyer’s account is more than 60 days in arrears, the Buyer shall reimburse Goodbody Botanicals for reasonable costs, including legal fees, of collecting such amounts from the Buyer:
Goodbody Botanicals may rescind any contract between the customer and company and charge for any goods supplied whether completed or not, if the Buyer:
Commences a judicial or administrative proceeding under a law relating to insolvency for the purpose of reorganising or liquidating the debtor or reconstructing its debt;
Anyone commences any such proceeding against the Buyer and either (a) the proceeding not dismissed by midnight at the end of the 60th day after commencement or (b) any court before which the proceeding is pending issues an order approving the case;
A receiver, trustee, administrator, or liquidator (however each is referred to) is appointed or authorised, by law or under a contract, to take charge of property of the Buyer for the purpose of enforcing a lien against that property, or for the purpose of general administration of that property for the benefit of the Buyer’s creditors;
The Buyer makes a general assignment for the benefit of creditors; and
The Buyer generally fails to pay its debts as they become due (unless those debts are subject to a good-faith dispute as to liability or amount) or acknowledges in writing that it is unable to do so.
SECTION 9 – CANCELLATIONS AND ALTERATIONS
Cancellation of an order prior to delivery will only be accepted on the following terms:
Standard products – 5% handling charge.
Special non-standard items not included in (a) above cannot be accepted for cancellation and payment must be made in full. CANCELLATION AFTER DISPATCH CANNOT BE ACCEPTED.
Changes to orders must be confirmed in writing and agreed in writing by the company.
SECTION 10- RETURNS AND INSPECTIONS
The buyer is under a duty to inspect the Goods on delivery or collection.
The Seller shall be under no liability for any defects or shortages that would be apparent on careful inspection if the terms of this clause are not complied with and in any event will be under no liability if the Seller is not notified of the alleged defect or shortage on the day of delivery; such notification to be confirmed in writing 3 days after delivery.
The Seller shall be under no liability for non-delivery if the Seller is not notified of non-delivery within 7 days from the dispatch.
We strongly recommend that proof of posting/despatch and appropriate insurance are obtained by the customer. WE CANNOT ACCEPT LIABILITY FOR LOST OR DAMAGED PARCELS IN
TRANSIT TO US.
The items must be in delivered condition and returned in their original packaging carton.
Once your return is received and inspected, we will send you an email to notify you that we have received your returned item. We will also notify you of the approval or rejection of your refund. If you are approved, a credit note will be issued.
SECTION 11 – ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. You agree to provide current, complete and accurate purchase and account information for all purchases. You agree to promptly update your account and other information, including your email address, so that we can complete your transactions and contact you as needed. For more detail, please review our Returns Policy.
SECTION 12 – DATA PROTECTION AND CONFIDENTIALITY
Goodbody Botanicals Ltd fully complies with relevant Data Protection Legislation when dealing with customer information. Each party shall safeguard and keep confidential, all confidential information that it may acquire in relation to the business or affairs of the other party. Neither party shall use or disclose the others party’s confidential information except to the extend that such use or disclosure is necessary for the purposes of performing its obligations or exercising its rights under this agreement. Each party shall ensure that its officers and employees and any other persons to whom the confidential information is disclosed comply with the provisions of this clause.
The obligations on a party set out above shall not apply to any information to the extent that such information:
Is publicly available or becomes publicly available other than as a result of the act or omission of that party.
Was at any time developed by the receiving party independently of any disclosure by the disclosing party.
Is required to be disclosed by law or by order of a court of competent jurisdiction or other competent authority.
By signing the Terms & Conditions, the client acknowledges they will be contacted by email and/or post in relation to the management and communication of their account as reasonably relevant.
Emails can be opted out at any time by clicking the unsubscribe link.
SECTION 13 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
All products and services delivered to you (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 12 of the Sale of Goods Act 1979;
- defective products under the Consumer Protection Act 1987; or
- any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
Subject to the above, the Company’s total liability for damages under this agreement and the order shall be limited to the total fees due for the invoice upon which a claim is based. In no event, shall Goodbody Botanicals Ltd be responsible for any claims arising out of its compliance with instructions, requirements, or specifications provided by or required by the Buyer. In no case shall Goodbody Botanicals Ltd., our directors, officers, employees, affiliates, agents, contractors, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility.
SECTION 14 – INDEMNIFICATION
You agree to indemnify, defend and hold harmless Goodbody Botanicals and our parent, other group companies, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 – TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms of Service are effective unless and until terminated by either the customer or supplier. The customer may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
If the Customer becomes subject to any of the events listed below, we may terminate the Contract with immediate effect by giving written notice to the Customer.
- the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
- the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
- a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
- an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
- the holder of a qualifying floating charge over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;
- a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
- a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
- any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses (a) to (f) (inclusive);
- the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business; or
- the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
SECTION 16 – FORCE MAJEURE
The company shall be entitled to cancel or delay delivery of orders if it is delayed, hindered or prevented from delivery through circumstances beyond its control. Such circumstances shall include (but are not limited to) industrial action, accident, fire, terrorism, Act of God or failure to deliver by suppliers or carriers.
SECTION 17 – ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service and any policies or operating rules sent to you or posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service). Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 – SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 19 – GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of England & Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
SECTION 20 – CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 21 – CONTACT INFORMATION
Goodbody is a trading name of Goodbody Botanicals Ltd a member of the Sativa Wellness Group Inc.
Goodbody Botanicals Ltd, The Blue Building, Stubbs Lane, Beckington, Somerset, BA11 6TE, UNITED KINGDOM
Telephone: 01373 486650
Company Number: 11023167