CRITICAL COMMERCIAL NOTICE: This document constitutes a legally binding contract governing all Business-to-Business (B2B) sales. Because these terms exclude consumer protection rights under UK law, the Buyer confirms they are purchasing strictly in the course of business. Please read sections concerning Risk Transfer (Clause 4), Absolute Cancellation Ban & Final Sale (Clause 5), Liability Caps (Clause 7), and Mandatory MAP/Channel Restrictions (Clause 11) carefully before submitting an order.

1. Formation of Contract & Exclusion of Buyer Terms

1.1 These Terms and Conditions ("Terms") apply exclusively to all quotations, offers, orders, and sales of goods (including candles, diffusers, room sprays, and associated home fragrance accessories, hereafter "Products") by the Supplier to the business customer purchasing such Products ("Buyer").

1.2 Submitting an order or accepting a quotation constitutes unconditional acceptance of these Terms. Any terms, conditions, or purchase orders issued by the Buyer which vary, amend, or contradict these Terms are hereby expressly rejected and shall have no legal force or effect, regardless of when or how they are delivered to the Supplier.

1.3 No contract is formed until the Supplier issues an explicit, written Order Confirmation or dispatches the Products, whichever occurs first.

2. Status of Buyer (B2B Exclusion of Consumer Rights)

2.1 The Buyer warrants, represents, and covenants that it is entering into this contract strictly in the course of a business, trade, or profession.

2.2 The Buyer explicitly acknowledges that the Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, and all other statutory or common-law consumer protections regarding cooling-off periods, rights of return, and implied conditions of absolute satisfaction do not apply to this contract and are excluded to the maximum extent permitted by UK law.

3. Pricing, Minimum Orders, & Payment

3.1 All prices listed in wholesale catalogues or portals are exclusive of Value Added Tax (VAT), shipping costs, packaging levies, duties, and insurance, all of which shall be borne solely by the Buyer.

3.2 The Supplier reserves the right to adjust wholesale pricing at any time without prior notice; however, prices for accepted orders confirmed via an Order Confirmation shall remain fixed.

3.3 Payment Terms: Payment must be made 100% upfront in cleared funds via bank transfer or credit card prior to order processing or dispatch. No credit or net-30 accounts are granted unless explicitly agreed in writing by a director of the Supplier. Time of payment is of the essence.

3.4 Without prejudice to any other rights, interest on late payments shall accrue at a rate of 8% per annum above the Bank of England base rate, calculated daily from the due date until full payment is received, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

4. Shipping, Ex Works Delivery, & Absolute Transfer of Risk

4.1 Unless otherwise explicitly agreed in writing by the Supplier, all deliveries are executed on an Ex Works (EXW) or FOB (Free on Board) Shipping Point basis (Incoterms 2020) from the Supplier’s warehouse or manufacturing facility.

4.2 Risk Transfer: Full legal risk of loss, destruction, melting, cracking, theft, or deterioration of the Products transfers completely to the Buyer the exact millisecond the Products are collected by the shipping carrier, courier, or freight forwarder from the Supplier’s premises.

4.3 The Supplier is not liable for transit delays, carrier negligence, weather damage, or delivery failures. The Buyer's sole recourse for transit-related issues lies exclusively in filing a claim against the respective carrier. Delivery dates provided by the Supplier are approximate estimations only; time of delivery shall not be of the essence, and delays shall never entitle the Buyer to terminate the contract or claim damages.

5. Absolute Cancellation Ban, Inspection Protocol, & Final Sale Policy

5.1 Absolute Finality of Orders & Cancellation Ban: Once an order has been submitted by the Buyer or an Order Confirmation has been issued by the Supplier, the order is deemed absolute, irrevocable, and final. Under no circumstances - including but not limited to shipping or manufacturing delays, changes of mind, shifts in market conditions, or retail forecasting errors - shall the Buyer be permitted to cancel, rescind, or withdraw an order. No refunds, store credits, or order amendments (such as alterations to quantities, dimensions, scents, or product lines) will be issued, due, or considered for any customer once the order is placed.

5.2 Inspection Deadline & Waiver: The Buyer must inspect all Products for physical damage, visible structural defects, or quantity shortfalls within three (3) business days of delivery. If the Buyer fails to notify the Supplier in writing with detailed photographic evidence within this 3-day window, the Products shall be conclusively deemed accepted in perfect condition, and the Buyer completely waives any right to reject the delivery, claim shortages, or demand a remedy after this period has elapsed.

5.3 Absolute Final Sale Policy: All business-to-business sales are final. The Supplier does not offer "sale or return," change-of-mind refunds, stock rotations, or exchanges for slow-moving or seasonal inventory under any circumstances.

6. Material Tolerances & Exclusion of Subjective Fragrance Claims

6.1 The Buyer acknowledges that candles, wax melts, and home fragrance products contain natural waxes, botanical compounds, and concentrated oils. Consequently, variations are a natural property of the manufacturing process rather than a defect.

6.2 The Supplier shall have no liability, and the Buyer shall have no right of claim, for variations falling within the following acceptable manufacturing parameters:A tolerance of ±5% regarding product weight, dimensions, volume, and estimated burn times.Natural wax behavior including, but not limited to, "frosting" (polymorphic crystallization), "sweating" (oil secretion due to temperature shifts), minor surface bubbles, and shrinkage/pull-away from glass vessels.Slight variations in wax or liquid color across different manufacturing batches due to the natural aging and oxidation of essential or synthetic fragrance oils.

6.3 Exclusion of Subjective Scent Claims: Olfactory perception and scent throw are fundamentally subjective experiences. The Supplier explicitly excludes any warranty regarding the subjective intensity, specific aromatic profile, or commercial popularity of any fragrance. No returns, credits, or claims will be entertained on the basis that a fragrance does not meet the personal preferences of the Buyer or its end-consumers.

7. Absolute Limitation of Liability & Discretion of Remedy

7.1 Nothing in these Terms shall limit or exclude the Supplier's liability for death or personal injury caused by negligence, fraud, or any liability which cannot be lawfully excluded under English law.

7.2 Subject to Clause 7.1, the Supplier’s maximum total aggregate liability under or in connection with any order, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be strictly limited to and shall not exceed the exact net price paid by the Buyer for the specific batch of Products giving rise to the claim.

7.3 Exclusion of Consequential Losses: Under no circumstances shall the Supplier be liable to the Buyer, whether in contract or tort, for any:Loss of actual or anticipated profits, retail margins, or commercial revenues;Loss of business opportunity, goodwill, reputation, or contracts;Indirect, special, incidental, or consequential losses, even if the Supplier was explicitly advised of the possibility of such losses (including losses stemming from delayed holiday/seasonal deliveries).

7.4 Supplier Control of Remedy: In the event that a timely, valid claim for defective or non-conforming Products is accepted by the Supplier under Clause 5, the remedy shall be determined at the sole and absolute discretion of the Supplier. The Supplier may choose to either: (a) replace the defective items or (b) issue a credit note against future wholesale purchases. The Buyer shall not withhold payment of any invoice or set off any amounts against pending claims.

8. Title Retention

8.1 Notwithstanding delivery and the shifting of risk under Clause 4, legal and equitable title to the Products shall remain solely with the Supplier and shall not pass to the Buyer until the Supplier has received payment in full, in cleared funds, for those specific Products and all other sums currently due from the Buyer.

8.2 Until title passes, the Buyer must: (a) store the Products separately from all other inventory so they remain clearly identifiable as the Supplier’s property; (b) not remove, deface, or obscure any identifying mark or packaging on the Products; and (c) maintain the Products in satisfactory condition insured for their full replacement value.

8.3 If the Buyer becomes subject to any insolvency event, administration, liquidation, or fails to make payments by the due date, the Supplier may, without prejudice to any other rights, immediately enter any premises of the Buyer or any third party where the Products are stored in order to recover and repossess them.

9. Intellectual Property Rights & Asset Protection

9.1 All intellectual property rights, including but not limited to trademarks, brand names, copyrights, product designs, trade dress, formulations, copy, photography, and patent rights associated with the Products, remain the exclusive property of the Supplier at all times.

9.2 The Buyer is granted a non-exclusive, revocable, non-transferable licence to use the Supplier’s marketing assets and product imagery solely for the marketing and resale of the specific batch of Products purchased.

9.3 The Buyer shall not modify, alter, repackage, re-label, or unbrand any of the Products, nor shall they combine them into white-label sets or bundles without the prior, unambiguous written consent of the Supplier.

10. Indemnification

10.1 The Buyer shall indemnify, defend, and hold harmless the Supplier against any and all losses, damages, liabilities, costs (including reasonable legal fees), and expenses incurred by the Supplier resulting from any breach of these Terms by the Buyer, or any negligent marketing, storage, handling, or resale of the Products by the Buyer or its agents.

11. Channel Control, E-Commerce Restrictions, & MAP Policy

11.1 Brick-and-Mortar / Authorized Channel Only: The Buyer is permitted to sell the Products exclusively at the physical retail brick-and-mortar storefront locations or on the proprietary e-commerce domain address specified and approved during their initial trade account application.

11.2 Absolute Marketplace Ban: The Buyer is strictly prohibited from listing, advertising, marketing, or selling the Products on any third-party online marketplace, platform, or multi-merchant portal. This includes, but is not limited to, Amazon, eBay, Etsy, TikTok Shop, Wayfair, and Not On The High Street. Any violation of this clause constitutes a material breach and will result in the immediate, permanent termination of the Buyer’s wholesale account and the cancellation of all unfulfilled orders without refund.

12. Force Majeure

12.1 The Supplier shall not be liable, or deemed in breach of contract, for any failure or delay in manufacturing, processing, or delivering Products due to circumstances beyond its reasonable control. Such events include, but are not limited to: acts of God, fire, flood, extreme weather, crop or raw material failure (including unexpected shortages of specific glass vessels, wax components, or natural fragrance oils), labor strikes, supply chain blockages, war, pandemics, or government-mandated lockouts. In such events, the Supplier’s obligations shall be suspended for the duration of the disruptive event.

13. Severability & No Waiver

13.1 If any provision or part-provision of these Terms is or becomes invalid, illegal, or unenforceable under UK law, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If modification is not possible, the relevant provision shall be deemed severed, and the remaining terms shall continue in full force and effect.

13.2 Failure or delay by the Supplier to enforce any provision or exercise any right under these Terms shall never be construed as a waiver of that right or provision, nor shall it prevent future enforcement.

14. Governing Law and Exclusive Jurisdiction

14.1 This contract, these Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) shall be governed by, and construed exclusively in accordance with, the laws of England and Wales.

14.2 Both the Supplier and the Buyer irrevocably agree that the courts of England and Wales shall have absolute and exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their commercial relationship.

15. Formation of Contract, Supremacy, & Exclusion of Buyer Terms

• 15.1 These Terms and Conditions ("Terms") apply exclusively to all quotations, offers, orders, and sales of goods (including candles, diffusers, room sprays, and associated home fragrance accessories, hereafter "Products") by the Supplier to the business customer purchasing such Products ("Buyer").
• 15.2 Explicit Supremacy & Precedence: By submitting an order, completing a wholesale checkout, or making a payment, the Buyer unconditionally agrees that these Terms shall take absolute precedence over, override, and displace any other terms and conditions proposed, issued, or referenced by the Buyer. This includes, but is not limited to, any terms contained within the Buyer's purchase orders, procurement portals, supplier agreements, confirmation emails, or standard terms of business.
• 15.3 Exclusion of Buyer Terms: Any terms, conditions, or amendments issued by the Buyer which vary, alter, or contradict these Terms are hereby expressly rejected and voided from the outset. No conduct by the Supplier—including the acceptance of payment, processing of an order, or dispatch of Products—shall ever be construed as an acceptance of the Buyer's terms or a waiver of these Terms.
• 15.4 No contract is formed until the Supplier issues an explicit, written Order Confirmation or dispatches the Products, whichever occurs first.