WHOLESALE TERMS & CONDITIONS

  1. TERMS OF CONTRACT
  • By requesting Happyology to supply Goods to you, you acknowledge and agree (or you are deemed to acknowledge and agree) to these Wholesale Terms and Conditions: 
  1. WHOLESALE PRICING
  • All prices are listed in British Pounds. Wholesale price for all authorised retailers is 50% off the Recommended Retail Price (RRP) in British Pounds. 
  1. RETAILER PRICING 
  • We ask that your selling price must follow our Recommended Selling Price (RRP) in your selling currency. Your selling price should not be lower than our selling price at all times. 
  • During summer sale (June onwards) and winter sale (December onwards) periods, we welcome our stockists to join our sale promotions, by offering a discount equivalent or no greater than our discount.
  1. UNFAIR/AGGRESSIVE PRICING
  • Please note that unfair or aggressive pricing not following our pricing guideline will result in the revoke of stockist license with immediate effect.
  1. MINIMUM ORDER
  • A minimum order of £4000 is required on all orders including re-orders.
  1. PAYMENT & DEPOSIT 
  • Full payment must be made at the time the order is placed. 
  1. DELIVERY & SHIPPING:
  • Shipping fees is chargeable and payable once the goods are packed and ready for dispatch. We reserve the right to use our discretion as to the carrier to be used on any shipment. Your preferred carrier may be used if you agree to assume any additional transportation and insurance charges. 
  • Risks in respect of the Goods shall pass to you when the Goods are made available at the place of delivery. You are responsible for obtaining insurance in respect of the Goods from the time they are made available at the place of delivery.
  1. EXPORT/IMPORT DOCUMENTS, DUTIES AND TAXES
  • All export and import documentation, licenses, duties, taxes or other obligations or costs relating to the delivery of the Goods shall be your responsibility.
  1. STOCK AVAILABILITY 
  • If there is anything in our warehouse that has a lower stock than what you had hoped to order, we will email you our actual availability and let you choose to receive either substitutions, wholesale credits or refund.
  1. ACCEPTANCE, CHANGES AND CANCELLATION OF ORDERS
  • Any changes or cancellation to orders must be emailed to studio@happyology.uk within 24 hours. Once your order is being processed and/or shipped, we cannot change the order for you.
  • Happyology may refuse to accept or cancel any order or delivery of Goods at any time by giving written notice to you. Happyology shall not be liable for any loss or damage whatever arising from such cancellation.
  1. FORCE MAJEURE
  • Happyology will not be liable for any failure to perform or delay in performance of its obligations under these terms caused by a Force Majeure beyond its reasonable control.
  1. MEDIA AND PHOTOGRAPHY
  • As our wholesaler, we allow you the right to re-post any of our social media photos, provided that you tag and credit happyology in any photographs used and can provide you with stock images for products.
  1. PACKAGING AND BRANDING
  • You may change the external packaging of the products if you wish however, we require that you continue to include all our branded tags and labels. We do not allow any stockist to replace our branded tags and labels with their own.  
  1. SAMPLES AND IMAGES 
  • Unless otherwise expressed in writing, Happyology does not warrant that the quality, weight, design or colour of the Goods corresponds to any specific description, image or sample. 
  1. DAMAGES / DEFECTS
  • Please inspect all shipments immediately upon arrival. You must contact us at studio@happyology.uk within 48 hours of receipt of shipments if there’s any problem with the goods. Photo evidence will be requested. Returned merchandise will be replaced with new merchandise. Returned merchandise will not be accepted if it is held for more than 7 days after receipt.  
  1. RETURNS / EXCHANGES
  • Wholesale merchandise cannot be returned or exchanged. We only accept returns in the case of defective merchandise as noted above. 
  1. LIABILITY
  • Happyology shall not be liable:
    • where you have altered or modified the Goods, misapplied the Goods, not followed Happyology’s instructions in respect to the Goods or have subjected them to unusual or non-recommended use or handling;
  • for defects in any Goods manufactured by any Third Party;
  • for loss or damages caused wholly or partly by any factors beyond our control, including, without limitation, any loss resulting from a delay in production or supply of the Goods; 
  • for any indirect or consequential loss of any kind;
  • where the terms of any written warranty have not been complied with, or any manufacturer’s handbook provided to you has not be complied with.
  • Without limiting clause 1 above, Happyology’s total liability arising out of any claim for loss or damages, however arising, shall not exceed the value of the Goods which are the subject of the claim and in no circumstances will Happyology be liable where notice of a claim is not provided within 14 calendar days of delivery of the Goods.
  1. AMENDMENTS
  • These terms and conditions may be amended or replaced from time to time by Happyology. Any order placed after such amendment is made and placed will represent an agreement by you to be bound by the amended terms and conditions.
  1. INTELLECTUAL PROPERTY
  • All Intellectual Property rights and interests owned or used by Happyology in connection with its business belong to or are licensed to Happyology. You may not use any of the Intellectual Property without the written permission of Happyology, except as otherwise provided for in clauses 19.2 to 19.3.
  • You undertake to use the Brand Name and, if required by Happyology, Logo when advertising Goods supplied by Happyology and anywhere where the Goods are described or named including on websites, labels, and invoices. 
  • Happyology grants you a personal, non-exclusive, non-transferable, and non-assignable license to use the Happyology Brand Name and Logo for the purposes of clause 19.2 above. 
  • You must not use or permit the use of the Brand Name or Logo in any manner that would be detrimental to or inconsistent with the good name, goodwill, reputation and image associated with the Intellectual Property or Happyology.
  • You must obtain Happyology’s prior written approval of the manner in which you intend to use the Brand Name and (if applicable) Logo. 
  • The license in clause 19.3 may be revoked by Happyology by written notice to you.

Version 28th August 2019