Wholesale Terms and Conditions
1. GENERAL
1.1 All designs and Milly Grace trademarks are protected by international rights of copyright. Any use of copyrighted material without prior notice and agreement from Milly Grace will be considered a breach of copyright and legal action will be taken.
1.2 You will not, without our prior written consent, allow any of our logos or trademarks or other words or marks applied to Milly Grace products to be obliterated, covered, obscured or omitted or to add any additional words or marks.
1.3 No delay or failure on our part to enforce our rights or remedies under these terms and conditions shall constitute a waiver on our part of such rights and remedies unless such waiver is confirmed in writing.
1.4 Stockists will not include Milly Grace products, or trademark, in their Google Adwords or any other form of advertising without the prior written permission of Milly Grace.
1.5 Whether the stockist is selling Milly Grace online or in-store, the stockist will make it clear and explicit that the products and designs are ‘Milly Grace’. Any products purchased from Milly Grace must not be sold under any other company name or brand either explicitly or implicitly unless agreed in writing with Milly Grace. All Milly Grace products must be sold to the stockists customers in Milly Grace packaging.
1.2 You will not, without our prior written consent, allow any of our logos or trademarks or other words or marks applied to Milly Grace products to be obliterated, covered, obscured or omitted or to add any additional words or marks.
1.3 No delay or failure on our part to enforce our rights or remedies under these terms and conditions shall constitute a waiver on our part of such rights and remedies unless such waiver is confirmed in writing.
1.4 Stockists will not include Milly Grace products, or trademark, in their Google Adwords or any other form of advertising without the prior written permission of Milly Grace.
1.5 Whether the stockist is selling Milly Grace online or in-store, the stockist will make it clear and explicit that the products and designs are ‘Milly Grace’. Any products purchased from Milly Grace must not be sold under any other company name or brand either explicitly or implicitly unless agreed in writing with Milly Grace. All Milly Grace products must be sold to the stockists customers in Milly Grace packaging.
1.6. Milly Grace reserves the right to update or modify these Terms of Conditions at any time without prior notice. For this reason, we encourage you to review these Terms of Use whenever you place a trade order.
1.7. Milly Grace reserves the right to not accept a trade order. The order is only accepted once Milly Grace sends their confirmation of order to the Stockist and the Stockist pays the 30% deposit.
1.8 All goods shall remain the property of Milly Grace until they are paid for in full. The risk in the goods shall pass to the buyer on dispatch.
1.9 Placing an order is confirmation that the stockist agrees to the full Terms and Conditions.
2. ORDERS
Minimum Order: £400 excluding VAT
2.1 All customers are set up on a proforma account basis and are required to place a 30% deposit to confirm their order and place it into production.
2.2 Allow 8-10 weeks from order confirmation (deposit payment) to dispatch of order. Please let us know at time of order your preferred delivery date if beyond 8-10 weeks.
2.3 When placing orders please email hello@millygrace.co.uk with the subject line stating stockist name, date, and ‘TRADE ORDER’. Once you have received a confirmation of order you will be required to pay a 30% deposit. Once the deposit is paid, the order is deemed to be correct, cannot be edited, and will go into production.
2.4 Minimum Order Quantities per SKU is 6. This can be across Gold and Silver, for example, 4 Gold, 2 Silver.
DELIVERY
3.1 Overseas customers must take full responsibility for shipping as well as all VAT and duties.
3.2 Goods will be delivered to the address nominated by you at the time of ordering. If an address change is required, please get in touch with hello@millygrace.co.uk prior to final payment.
3.3 For orders dispatched, please allow for 3-5 days delivery within the UK and 8-10 days for international delivery. Milly Grace cannot be held responsible for any delay in delivery time.
3.4 The order will only be dispatched once full payment is made.
3.5 All delivery costs (excluding any shipment duties) will be included in the invoice and will be paid prior to dispatch.
3.6 It is the stockists responsibility to adequately insure the stock for shipment from Milly Grace to the stockist in the case of any loss or damage to stock during delivery. Milly Grace will not be held liable for any loss or damage to stock during delivery.
4. RETURNS
4.1. We accept return of damaged or faulty items if we are informed in writing within 3 working days of receipt. These goods will either be replaced if available or credit will be given if the items are not available. The stockist must then return the goods to Milly Grace within 5 working days of Milly Graces confirmation that the stockist may return the agreed goods.
4.2 It is unusual for our products to have faults due to the high quality craftsmanship, however, should any item incur a production fault within 6 months of dispatch we will either replace the item or credit your account. This policy does not cover any damage caused by the customer due to negligence, regular wear and tear, or stress on the item concerned. The stockist is responsible for their own customer service with their customer.
4.3 To arrange a return please contact hello@millygrace.co.uk. The return is not accepted unless explicitly confirmed in writing from Milly Grace. If the customer returns the products without confirmation there will be a minimum of a 30% restocking fee.
5.PRODUCTS
5.1 Milly Grace reserves the right to amend which products are available for purchase by trade customers without notice.
5.2 If an error in pricing or any other aspect of the product or offering occurs such as dimensions or materials we will inform you as soon as possible and give you the option to reconfirm your order at the correct price or cancel it.
5.3 Milly Grace will take all reasonable care to ensure that all details, descriptions and prices of products appearing on the website and any other materials are correct at the time when the relevant information was entered. Although we aim to keep the website and materials as up to date as possible, the information, including product descriptions, appearing on this website at a particular time may not always reflect the position at the exact moment you place an order. We reserve the right to edit the design, materials, dimensions etc of our products at any time.
5.4 All items are handcrafted from natural materials and as such their composition and colour may vary slightly from the dimensions and images shown. In particular our natural gemstones which can vary in shade and colour and can have slight natural inclusions. There may also be minor variations in actual dimensions and specifications. It is accepted by the stockist that this is not a product fault, but a slight variation in handcrafted products and genuine gemstones.
5.6 Standard packaging is provided with all products (a branded cotton pouch and earring/necklace card where appropriate). If further packaging is required, this will be agreed with Milly Grace prior to placing the order.
5.7 All products must be named the same name as on the www.millygrace.com website and must have accurate product descriptions. Milly Grace reserves the right to ask for the product description or name to be edited.
6. PAYMENT
6.1 All customers are required to pay a 30% deposit to confirm their order and place into production. The remaining 70% is to be paid pre-delivery. Any other payment terms will be agreed with Milly Grace in writing.
6.2 An invoice will be issued to you to confirm your order. Value Added Tax will be added to all orders placed within the UK, which is payable by you.
6.3 Any variations on our payment terms will be stated on individual invoices and agreed prior to order fulfilment.
6.4 Payment of the 30% deposit is confirmation that you confirm the invoice and the order is final.
6.5 Failure to pay the full invoice by the agreed delivery date will result in late payment charges which shall be calculated in accordance with The Late Payment of Commercial Debts (Interest) Act 1998 (as amended) from the date the payment was originally due until the date of actual payment. We reserve the right to add interest at the current legal rate to all our invoices that are not paid within 30 days (or within an alternative timescale agreed prior to order confirmation). Milly Grace will not dispatch the order until the full payment is made.
6.6 Failure to pay may result in Milly Grace taking further action which includes but is not limited to: further charges or details being passed to debt collection agencies.
6.7 We reserve the right to charge an administration fee for any late payment notices which we send to you in the event of your late payment. We also reserve the right to cancel any discount that we may have offered to you, to alter your payment terms and/or to suspend or cancel future deliveries in the case of late payment.
6.8 Payments should be made by BACs to the account as detailed on our invoice. Credit card payments can be made but will incur an additional transaction charge of 3%.
6.9 You confirm that the credit or debit card that is being used is yours. All credit/debit cardholders are subject to validation checks and authorisation by the card issuer. If the issuer of your payment card refuses to or does not, for any reason, authorise payment to us, we will not be liable for any delay or non-delivery.
7. CANCELLATION
7.1 We reserve the right to cancel or suspend your order at any time if you become bankrupt or insolvent, enter into any arrangement with your creditors, or being a company, go into liquidation or are wound-up, or being a partnership, are dissolved or if, in our reasonable opinion, one of the aforementioned events is likely to occur. You must notify us in writing immediately if any one of the aforementioned events occurs.
7.2 In such cases you shall become liable to pay the total value of the Order if the product has been dispatched.
7.3 If we feel that our reputation and company standards are being damaged while continuing a business relationship, we also reserve the right to terminate our relationship immediately.
8. RRP AND DISCOUNTS
8.1 Wholesale and recommended retail prices may fluctuate due to market forces and we reserve the right to alter them periodically.
8.2 Discounts of over 10% RRP cannot be applied to Milly Grace products without our prior written consent.
9. SELLING
9.1 The Client, you, is permitted to resell the goods to consumers only at specified locations or store branded websites. Any changes to such locations will require our prior written consent.
10. THIRD PARTY STOCKISTS/MARKETPLACES
10.1 Milly Grace reserves the right to protect its brand and determine where Milly Grace products are sold. Milly Grace must not be advertised or sold through/on third party stockists and marketplaces such as eBay, Amazon, Trouva, Etsy, etc and we reserve the right to block any of our products from being advertised or sold on such sites.
10.2 You agree that Milly Grace products will be sold by you direct to consumers and not in bulk to entities for the purposes of reselling.
10.3 Where we have reasonable grounds to believe that you have acted in breach of these Terms and Conditions we may forthwith withdraw our permission for you to sell Milly Grace products and you will no longer be entitled to sell our products and to use our logo.
11. ADVERTISING
11.1 Milly Grace is the owner of all Intellectual Property Rights in the mark “Milly Grace” and logo. You hereby acknowledge such ownership rights and agree that you have no right or claim to the mark. You acknowledge that Milly Grace places significant value on the Intellectual Property Rights in the “Milly Grace” mark and logo and hereby undertakes that it shall not at any time use the “Milly Grace” mark or any derivation of the same other than as expressly agreed with Milly Grace and in accordance with these terms and conditions. You agree not to use any trademarks, names or logos which are the same or confusingly similar to or infringe the “Milly Grace” mark or logo. You must promptly notify us in writing of any breach of this clause.
11.2 All advertising of Milly Grace products or brand requires the prior written consent of Milly Grace. The retailer/stockist is hereby granted a non-exclusive, revocable, royalty free licence to use the mark “Milly Grace” on advertisements which have been approved in writing by us only for the duration of the particular advertising campaign.
12. LIMITATION OF LIABILITY
12.1 We shall not be held liable for any failure or delay in delivering the Goods where such failure arises as a result of any act or omission which is outside our reasonable control such as act of God or those of a third party.
12.2 We shall not be held liable for third party misrepresentations of Milly Grace products or third party fraudulent misrepresentations.
12.3 Should either party decide that a business relationship can no longer be amicable and no reasonable compromise can be reached, termination of a business relationship will require a 30 day notice period in writing and the client shall be liable for any orders or outstanding payments due within that notice period.
13. IMAGES
13.1 The stockist is permitted to use our packshot images with prior written permission from Milly Grace. Please email hello@millygrace.co.uk with your request. These images are only permitted to be used for the relevant Milly Grace product only and only if the product has been ordered within the last 12 months.
13.2 Under no circumstances can any model images be used unless agreed in writing with Milly Grace.
13.3 Milly Grace reserves the right to remove permission to use Milly Grace images at any time.