LEGAL & REGULATORY FRAMEWORK

Business-to-Business Wholesale Terms of Sale

Governing commercial supply by Broughton SH LTD across the United Kingdom.

1. Commercial B2B Nature of Transactions

1.1 These Terms of Sale govern all commercial contracts between Broughton SH LTD (Company Registration Number: 12345678, VAT Registration Number: GB 987 6543 21), hereinafter referred to as "the Seller", and any business, sole trader, partnership, or limited company, hereinafter referred to as "the Buyer".

1.2 Exclusion of Consumer Regulations: The Buyer warrants that all purchases are made strictly for commercial, trade, or resale purposes. Accordingly, all transactions are exempt from the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Statutory consumer rights of cooling-off or return do not apply to purchases made on this platform.

2. Minimum Order Value (MOV) & Minimum Quantities

2.1 To maintain wholesale commercial pricing, the minimum order threshold is £100.00 (excluding VAT) OR at least one (1) full assorted carton, whichever is satisfied first.

2.2 Single-Piece Sample Exemption: Where the Buyer orders an individual sample piece under our Paid Sample Program, the minimum order value threshold of £100.00 does not apply.

3. Paid Sample Program & Reorder Credit

3.1 To assist trade buyers in evaluating product craftsmanship, stitch quality, fabric weight, and fit, the Seller offers single-piece samples for designated styles.

3.2 Samples are limited to a maximum of two (2) units per style/colour per trade customer. Samples are charged at the designated sample rate plus Royal Mail Tracked shipping.

Sample Reorder Credit Guarantee: If the Buyer subsequently orders a full carton or £200+ of the sampled style within thirty (30) calendar days, the sample purchase cost will be credited directly against the invoice of the full carton order.

4. Pricing, VAT & Invoicing

4.1 All wholesale prices displayed on the platform are in Pounds Sterling (GBP £) and are exclusive of Value Added Tax (VAT) unless specifically stated otherwise.

4.2 UK VAT at the prevailing statutory rate (currently 20.0%) will be charged on all taxable goods and delivery fees. HMRC-compliant VAT invoices are issued upon order confirmation.

4.3 Payment is due prior to dispatch via BACS Bank Transfer or supported credit/debit card, unless express credit terms have been granted in writing by the Seller.

5. Retention of Title (Romalpa Clause)

5.1 Legal Property Ownership: Risk in the goods shall pass to the Buyer upon delivery. However, full legal and equitable title in the goods shall remain with Broughton SH LTD until the Seller has received cleared payment in full for the goods and all other sums outstanding from the Buyer.

5.2 Until title passes, the Buyer shall store the goods separately from other stock, identifiable as the Seller’s property, and maintain appropriate insurance cover.

6. Delivery, Transit Damage & Shortage Window

6.1 Delivery shall be deemed completed when the goods are unloaded at the Buyer’s delivery address by the designated carrier (e.g., DPD, Royal Mail, Parcelforce, Palletways).

6.2 Inspection & 72-Hour Claim Window: The Buyer must inspect all consignments immediately upon delivery:

  • Outer carton damage must be recorded with the delivery driver at the point of signature (signed for as "Damaged").
  • Any shortages or carton discrepancies must be reported in writing with photo evidence to orders@broughtonsh.co.uk within seventy-two (72) hours of delivery.
  • The Seller accepts no liability for claims notified after the expiry of the 72-hour window.

7. Returns & Defective Goods

7.1 As wholesale sales are final, goods may only be returned where proven to have a latent manufacturing defect, confirmed by written authorization (RMA) from the Seller.

7.2 Unauthorised returns or returns of unsold goods will be rejected at the warehouse depot.

8. Governing Law & Jurisdiction

8.1 These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales.