Wholesale Agreement – Terms & Conditions

1. Purpose and Scope

This Agreement sets forth the general terms and conditions under which RUMMY CO. LTD shall supply its products on a wholesale basis to the Retailer for resale in the European Union and/or United Kingdom.

2. Product Offering

RUMMY shall offer memory foam pillows, ergonomic home comfort goods, and related accessories (“Products”). Product specifications, pricing, and minimum order quantities shall be communicated via official quotation or wholesale catalogue.

3. Order and Acceptance

All orders placed by the Retailer shall be subject to RUMMY’s written confirmation. RUMMY reserves the right to accept or reject any order at its sole discretion. No contract shall exist until RUMMY issues a written confirmation.

4. Prices and VAT

  • 4.1. All prices are quoted in GBP or EUR, exclusive of VAT unless otherwise stated.
  • 4.2. Where applicable, RUMMY shall charge VAT in accordance with UK and EU VAT legislation.
  • 4.3. If the Retailer provides a valid VAT number and meets EU intra-community supply conditions, VAT may be zero-rated.
  • 4.4. Retailer shall be responsible for any applicable import duties, sales taxes, or VAT in the destination country if RUMMY ships on DAP (Delivered At Place) or EXW (Ex Works) terms.

5. Payment Terms

  • 5.1. Standard payment terms are 100% in advance unless otherwise agreed in writing.
  • 5.2. Late payments may incur interest at 5% above the Bank of England base rate or in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
  • 5.3. RUMMY reserves the right to withhold shipments in the event of non-payment or overdue balances.

6. Delivery Terms

  • 6.1. Delivery terms shall be EXW (Incoterms® 2020) unless otherwise agreed.
  • 6.2. Estimated lead times shall be communicated in advance, but time of delivery shall not be of the essence.
  • 6.3. Risk passes to the Retailer upon collection or delivery to the agreed forwarder. Title passes upon full payment.

7. Returns and Claims

  • 7.1. Wholesale orders are non-refundable unless damaged or incorrect upon delivery.
  • 7.2. Claims for damage, shortages, or defects must be made in writing within 7 days of receipt.
  • 7.3. RUMMY’s liability for any defective products shall be limited to replacement or refund at its sole discretion.

8. Product Compliance and Liability

  • 8.1. RUMMY guarantees that all products supplied comply with applicable UK and EU product safety and labelling regulations (including CE, UKCA, and REACH where applicable).
  • 8.2. Retailer is responsible for ensuring products are marketed and sold in compliance with local laws.
  • 8.3. RUMMY shall not be liable for indirect or consequential losses.

9. Confidentiality

Both parties agree to maintain confidentiality of all pricing, commercial terms, and sensitive information exchanged.

10. Force Majeure

RUMMY shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to war, strikes, natural disasters, pandemic-related disruptions, or government intervention.

11. Governing Law and Jurisdiction

  • 11.1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
  • 11.2. Any disputes shall be subject to the exclusive jurisdiction of the courts of London, United Kingdom.

12. General Provisions

  • 12.1. This document acts as a framework agreement. Specific terms for each transaction (product, price, quantity) shall be detailed in a separate pro forma invoice or sales contract.
  • 12.2. This Agreement does not grant either party exclusivity unless otherwise agreed in writing.
  • 12.3. No modification shall be valid unless agreed in writing by both parties.