Delishops Terms & Conditions for Sellers using the Delishops Wholesale Platform from July 2021

These Terms & Conditions (“T&Cs”) are between you (the “Delishops Supplier” or “Supplier”) and Clicbox Ltd trading as Delishops (“Delishops”)

  1. Definitions

In these T&Cs, the following words shall have the following meanings only:

Clicbox Ltd (“Delishops”)

the owner and manager of the Delishops Wholesale Platform

“You”, “You the Supplier”

The trading entity operating your company profile in the Delishops Wholesale Platform

Delishops Wholesale Platform

the business hosted on the Delishops Wholesale Website through which Delishops markets and sells the products of Delishops Suppliers to Customer businesses

Delishops Wholesale Website

www.delishops.co.uk

Terms & Conditions between Delishops and You the Supplier (“T&Cs”)

these Terms & Conditions lay out the legal relationship between Delishops Suppliers uploading products onto the Delishops Wholesale Platform for sale to Customers, and Delishops. These Terms & Conditions are published by Delishops on the Delishops Wholesale Website and may change from time to time

Delishops Supplier (“Supplier”)

a contributing retailer, producer, wholesaler, distributor or importer who supplies goods into the Delishops Wholesale Platform for Customers to buy

Customer or Buyer

a trade or professional purchaser of goods or services through the Delishops Wholesale Platform for commercial use or resale

Delishops Commission

the commission taken by Delishops for itself on each transaction that passes through the Delishops Wholesale Platform

User Agreement (“UA”) between Delishops and Customers

the User Agreement which lays out the legal relationship between the Customers and Delishops. The User Agreement is published by Delishops on the Delishops Wholesale Platform

StripeDelishops payment partner for Debit and Credit Card Payment. Suppliers can create their own Stripe accounts and link them to the Delishops Wholesale Platform to speed up payment

Delishops Wholesale Credit Scheme

Delishops Wholesale Credit Scheme allows Customer to defer payment for their order with Delishops.  The Delishops Wholesale Credit Scheme does not involve or contract with Suppliers

Dispatch

the earlier of 6 days after Customer order (the end of the Confirmation Period) and the date a Supplier confirms the goods have been dispatched on their Delishops dashboard

Confirmation Period

Delishops give 6 days for orders to be finalised between Buyers and Suppliers.  During the confirmation period the Supplier can amend down the order and invoice to the Customer

  1. Term

    1. you can terminate this agreement with Delishops at any time
    2. Delishops can terminate this agreement with you at any time
    3. no refund will be given of any periodic subscription already paid if paid
    4. all payments on product sales made prior to the termination of this agreement due, or due to be refunded, remain due or due to be refunded
    5. any commission on sales prior to the termination of this agreement due, or due to be refunded, remains due, or due to be refunded
  2. Delishops responsibilities within this agreement

    1. Delishops owns and manages the Delishops Wholesale Platform
    2. the Delishops Wholesale Platform is a business to business platform. The Delishops Wholesale Platform is not to be used by or sell to consumers. Transactions on the Delishops Wholesale Platform are not covered by consumer protection law and users do not have access to consumer rights
    3. Delishops will provide you with an access portal for your products and to customise your site presence
    4. the Delishops Wholesale Platform will manage the online Customer experience, including publishing information on the product, delivery, price, Suppliers and events
    5. Delishops never holds stock for or has liability for any product or service for sale or sold on the Delishops platform
    6. where You the Supplier have satisfied your obligations to the Customer, it is Delishops responsibility to collect payment from that Customer
    7. in the event a Customer defaults on due payment, Delishops or our partners in the Delishops Wholesale Credit Scheme are liable for the default  
    8. Delishops will pay you the Supplier the price of goods published on the Delishops Wholesale Website less Delishops Commission plus VAT
    9. Delishops will promote the Delishops Wholesale Platform to bring Customers to view your products. Delishops can not guarantee Customers will purchase your products
    10. Delishops will from time to time promote individual products or Suppliers as it sees fit
  3. Your responsibilities within this agreement

    1. Delishops is a trade only platform. You undertake that you are business not a private individual or consumer.
    2. as a Supplier to the Delishops Wholesale Platform you will offer an agreed range of products as published on the Delishops Wholesale Platform for sale at agreed prices and conditions of sale including delivery
    3. on receipt of an order from the Delishops Wholesale Platform you agree to dispatch that order to the Customer according to the terms you have stated on the Delishops Wholesale Platform
    4. it is your responsibility to ensure all your goods or services reach the Customer as advertised
    5. you agree to abide by the agreed prices and conditions of sale including delivery for each transaction while on the platform
    6. you agree to maintain sufficient stock levels to meet Customer demand, and not to show products as available when they are not
    7. you will only offer goods and services on the Delishops Wholesale Platform that are legal with the appropriate laws of the United Kingdom and compliant with the regulatory framework of the United Kingdom
    8. on receipt of a purchase order you will complete and despatch the order to the Customer according to the times published by you at the moment of purchase
    9. you will maintain the accuracy of your company information and imagery on the Delishops Wholesale Platform using your Delishops portal
    10. your responsibilities regarding delivery are as published by you on published on the Delishops Wholesale Platform
    11. you are responsible for any product related Customer Services required alongside your sale and despatch applicable to your product and its delivery
    12. if an order can not be fulfilled as requested, it is your responsibility to liaise with the Customer to correct, amend or cancel the order
    13. if an order is amended after being placed by the Customer, it is your responsibility to correct or amend the invoice within the Confirmation Period 
    14. you are responsible for ensuring VAT is treated correctly for your products within the Delishops Wholesale Platform
    15. you have no responsibility to collect payments from Customers
    16. if Delishops deems your product and company information inaccurate or out of date the Delishops Wholesale Platform may delist you.
    17. if you do not deliver and maintain your company and product data in a timely manner the Delishops Wholesale Platform may delist you
    18. you will not act in contravention to nor frustrate the application of Delishops to Customer UA neither in your actions nor in content published on Delishops Wholesale Platform
    19. this agreement is non-transferable by the Delishops Supplier without written agreement by Delishops
  4. The Products: You the Supplier shall ensure
    1. your Product(s) correspond with their description;
    2. are of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by you;
    3. where they are or include manufactured products, are free from defects in design, material and workmanship and remain so until any best before date stated on the packaging; and
    4. comply with all applicable statutory and regulatory requirements relating to the manufacture, supply, labelling, packaging, storage, handling and delivery of the relevant foodstuffs.
    5. that at all times they have and maintain all the licences, permissions, authorisations, consents and permits required for Delishops to carry out its obligations under this Agreement.
    6. you are liable for any failure or loss in delivering your goods or services to Customers
    7. you are liable for any defects or losses arising from your goods or services delivered to Customers
    8. you maintain appropriate, up-to-date and accurate records to enable a recall of Products. These records shall include records of deliveries (including where relevant batch numbers, delivery dates, name and address of customers and quantities dispatched).
  5. The transaction

    1. each transaction is made up of two separate but consecutive contracts:
      • between Delishops and the Customer
      • between Delishops and you the Supplier
    2. the transaction chain is triggered by a Customer ordering products from you through the Delishops Wholesale Platform
    3. the Customer pays for the order by debit or credit card, or through the Delishops Wholesale Credit Scheme
    4. at the instant the order made by the Customer is placed and a payment method confirmed, Delishops triggers the second order for the products ordered by the Customer from you the Supplier
    5. payment by the Customer to Delishops and Payment by Delishops to You the Supplier are not linked or contingent upon each other
    6. in the event the order requires amendment prior to Dispatch you the Supplier have up to 6 days during the Confirmation Period to amend the order. 
    7. the price paid by the Customer, the amount paid to You the Supplier and the value on which the Delishops Commission is calculated is based on the value shown on the invoice from Delishops to the Customer at the date of Dispatch 
  6. Payment by Delishops to Suppliers

    1. payments for orders where Customers have paid using debit or credit cards will be paid over to You the Supplier according to whether You have a connected Stripe account
      • for Suppliers with connected Stripe accounts payment will be made immediately on receipt of funds from the Buyer
      • for Suppliers without connected Stripe accounts payment will be made at 15 days from Dispatch
    2. payments for orders where Customers pay through the Delishops Wholesale Credit Scheme will be made to You the Supplier 15 days from Dispatch
  7. Intellectual property

    1. The Supplier allows Delishops and its successors to use without charge any content provided by the Supplier for promotional activity on the platform during the term of this agreement
    2. The Supplier consents for Delishops and Delishops Retailers to use such content and imagery submitted to Delishops by the Supplier to promote the Supplier’s products
    3. The Supplier agrees to allow its brand to be used for promotional purposes for their products specifically and Delishops in general subject
    4. Should the Supplier withdraw its consent for Delishops to use its brand for promotional purposes, Delishops will de-activate the Supplier
    5. The Supplier consents for Delishops to promote the Supplier or the Supplier’s products online or off-line
  8. Use of Delishops content, logo and imagery

    1. Suppliers are encouraged to promote their products as being available on the Delishops Wholesale Platform and may use the Delishops logo to promote this aim
    2. Delishops reserves the right to withdraw our consent for use of our logo imagery and content anywhere at any time for any period
    3. Suppliers are prohibited from using the Delishops or Delishops name, content, logos or imagery to promote themselves or their products away from the Delishops Wholesale Platform or in any way that reduces or damages the potential income on the Delishops Wholesale Platform
  9. Customer data

    1. All data within the Delishops Wholesale Platform including Customer data is owned by Delishops
    2. Suppliers can use the Customer data accessible from the Delishops Wholesale Platform where it applies to their business to encourage their wholesale Customers to transact on the Delishops Wholesale Platform
    3. Suppliers are prohibited from passing on any data from the Delishops Wholesale Platform free or for a fee to any other party
  10. Insurance and indemnity

    1. You as a Supplier will be adequately insured for all your activities within the Delishops Wholesale Platform
    2. You will provide evidence of your insurance for each period of cover
    3. You as Supplier indemnifies Delishops against any claim or other loss resulting from your service or products supplied to Delishops Customers
    4. You the Supplier will comply with any reasonable requests from Delishops regarding preserving, maintaining or promoting the reputation of the Delishops Wholesale Platform
  11. Commissions and Charges

    1. Delishops charges commission on all purchases made through the Delishops Wholesale Platform
    2. Delishops Commission is payable by You the Supplier
    3. Prices shown the Delishops Wholesale Platform are gross of Delishops Commission, and represent the price paid by the Customer, excluding VAT if applicable
    4. Delishops will pay the Supplier the price shown on the Delishops Wholesale Platform less the Delishops Commission plus VAT
    5. Delishops Commission is set at two rates
      • for Delishops Wholesale Professional Suppliers commission is 11.5% plus VAT
      • for Delishops DIY Suppliers commission is 14.5% plus VAT
    6. Charges
      • Subscriptions to the Delishops Wholesale Professional service are payable monthly according to the published rate
      • Quarterly Catalogue Promotions are payable in advance as a single item.
  1. General Terms

    1. A reference to any party shall include that party’s representatives, successors or permitted assigns.
    2. A reference or inference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
    3. Words in the singular shall include the plural and vice versa.
    4. Clause, schedule and paragraph headings shall not affect the interpretation of these T&Cs.
    5. A reference to writing or written includes written digital communications.
    6. An obligation on a party not to do something includes an obligation not to allow that thing to be done.
  2. About Delishops and these Terms & Conditions

    1. Delishops Ltd Company registration number 10325822 , VAT registration number 248 8660 62. The registered company address is 10 Welesmere Road, Rottingdean, Brighton BN2 7DN
    2. These T&Cs are governed by English law and all parties submit to the exclusive jurisdiction of the English courts for any matter which might arise
    3. Delishops reserves the right to revise these T&Cs from time to time