Master Terms & Conditions
1. Application and Structure
1.1 These Terms govern all sales of goods and/or services by Hendler Wholesale Ltd (the Supplier, we, us) to customers ordering via website, email, phone, EDI or otherwise.
1.2 Clauses 1 to 20 are the core B2B Terms and apply to business customers.
1.3 Section 21 (Consumer Schedule) applies only if a purchaser is legally a consumer under applicable law.
1.4 If there is conflict, the Consumer Schedule prevails only for a valid consumer contract; otherwise the B2B Terms prevail.
2. Interpretation
2.1 Definitions:
- Customer: the purchaser of goods and/or services from the Supplier.
- Goods: goods supplied by the Supplier.
- Services: services supplied by the Supplier.
- All-Monies Condition: payment in full in cleared funds of all sums due from the Customer to the Supplier on any account whatsoever.
- Force Majeure Event: any event beyond reasonable control including utility/network failure, transport disruption, war, riot, civil commotion, malicious damage, fire, flood, storm, governmental action, strike, lock-out, labour shortage, supply shortage, machinery breakdown, epidemic/pandemic and supplier/subcontractor default.
- Working Day: any day other than Saturday, Sunday or public holiday in England when banks in London are open.
2.2 References to statutes include amendments and re-enactments. References to including mean including without limitation.
3. Basis of Contract
3.1 Orders are offers by the Customer. A contract is formed only when the Supplier issues written acceptance or dispatch confirmation (whichever occurs first).
3.2 These Terms apply to the exclusion of all other terms the Customer seeks to impose or incorporate.
3.3 Any quotation is an invitation to treat, not an offer, and may be withdrawn. Unless stated otherwise, quotations are valid for 7 days.
3.4 Variations are binding only if agreed in writing by an authorised signatory of the Supplier.
4. Goods and Services
4.1 Descriptions, fitment data, drawings, images, dimensions and website/catalogue content are guidance only and do not form contractual warranties unless expressly incorporated in writing.
4.2 The Supplier may make reasonable specification changes that do not materially reduce performance.
4.3 For bulk goods, quantity tolerance of plus or minus 15% is permitted and invoiced pro rata.
5. Price, Charges and Taxes
5.1 Prices are those stated on the website, quotation or acceptance, exclusive of VAT unless expressly stated otherwise.
5.2 Carriage, insurance, storage and ancillary charges are payable by the Customer unless agreed otherwise in writing.
5.3 The Supplier may adjust price before dispatch to reflect cost increases outside its reasonable control. If increase exceeds 10% of net line value, the Customer may cancel the affected line within 7 days of notice.
6. Payment
6.1 Payment is due as stated in the invoice or agreed credit terms. Time for payment is of the essence.
6.2 All sums are payable in full without set-off, counterclaim, deduction or withholding (except any deduction required by law).
6.3 Overdue sums accrue contractual interest at 5% per annum above the Bank of England base rate, calculated daily from due date until payment in full.
6.4 The Supplier also reserves rights under the Late Payment of Commercial Debts (Interest) Act 1998, including fixed compensation and reasonable recovery costs.
6.5 If any sum is overdue, the Supplier may suspend deliveries/services, withdraw credit and make all outstanding sums immediately due.
6.6 Any right to resell Goods before title passes is automatically terminated on overdue payment.
7. Delivery
7.1 Delivery dates are estimates unless expressly stated as fixed in writing.
7.2 The Supplier may deliver by instalments; each instalment is a separate contract.
7.3 Delivery is completed when Goods arrive at the stated delivery location. The Customer must provide safe and prompt unloading.
7.4 Risk passes on delivery.
7.5 Visible shortage/damage must be noted at delivery and notified in writing within 2 Working Days. Non-visible defects must be notified within 5 Working Days of discovery.
8. Cancellation
8.1 Customer cancellation requires prior written consent from the Supplier.
8.2 If consent is given, the Customer shall indemnify the Supplier against all losses, costs and wasted expenditure arising from cancellation.
9. Retention of Title and Security (All-Monies ROT)
9.1 Legal and beneficial title to all Goods remains with the Supplier until the All-Monies Condition is satisfied in full.
9.2 Until title passes, the Customer holds Goods as fiduciary bailee for the Supplier and shall:
- store Goods separately and clearly identified as Supplier property;
- preserve all labels, serials, batch references, packaging and identifying marks;
- maintain complete stock and movement records linking each item/batch to Supplier invoice and delivery note references;
- maintain complete onward-sale and receivables records;
- keep and provide immediately on request true copies of all relevant invoices, delivery notes, stock reports, warehouse records and sales records;
- keep Goods fully insured on all-risks basis at full replacement value, noting Supplier interest, and provide policy evidence immediately on request;
- not create or permit any lien, charge, pledge, security interest or other encumbrance over Goods;
- notify Supplier immediately of any default or insolvency event in clause 15.1 and any third-party claim over Goods.
9.3 The Customer may resell Goods before title passes only in ordinary course, as principal, at full market value. That right ends immediately on default, insolvency risk, or notice from the Supplier.
9.4 All proceeds of sale of Goods (including cash, electronic receipts, receivables and insurance proceeds) are held by the Customer on trust for the Supplier absolutely, separately from Customer funds/assets, to the extent of all sums due.
9.5 The Customer assigns to the Supplier, by way of present and continuing security, all rights, title and interest in all receivables and payment rights arising from sale/disposal of Goods. After default, Supplier may notify debtors and collect directly.
9.6 If any part of this clause is deemed to create a charge, the Customer shall execute all documents and do all acts required to perfect, register and enforce it, and irrevocably appoints the Supplier as attorney to do so if Customer fails promptly.
9.7 The Supplier may inspect Goods and audit stock/accounting records at any time on reasonable notice. Where Supplier reasonably suspects default, inspection rights may be exercised immediately without notice.
9.8 The Customer grants, and shall procure from any third party, an irrevocable licence for the Supplier and its agents to enter premises where Goods or related records are located to inspect, identify, mark, copy records and recover Goods.
9.9 If Goods are mixed, processed, attached or incorporated before title passes, then to the fullest extent permitted by law:
9.9.1 title in resulting product vests in Supplier, or if legal title cannot vest, resulting product is held on trust for Supplier;
9.9.2 Customer assigns all rights and claims in resulting product and proceeds to Supplier as continuing security;
9.9.3 Supplier rights continue in resulting product and proceeds.
9.10 Supplier may recover Goods in transit or possession before title passes and may resell recovered Goods. Recovery/repossession does not reduce Customer liability for all sums due.
9.11 Customer shall indemnify Supplier on demand for all costs of tracing, inspection, recovery, storage, resale and enforcement (including legal costs on full indemnity basis).
9.12 Nothing in this clause limits Supplier right to sue for price, damages or other remedies while title remains with Supplier.
10. Warranty and Claims (B2B)
10.1 Goods are warranted to be of satisfactory quality and materially conform to agreed written specification at delivery.
10.2 Services are warranted to be performed with reasonable skill and care.
10.3 For valid claims, Supplier remedies are at its option: repair, replacement, re-performance, credit or refund of affected amount.
10.4 No claim is valid where defect arises from misuse, wear and tear, poor storage/installation, customer instruction/design, or unauthorised alteration/repair.
11. Limitation of Liability (B2B)
11.1 Nothing excludes liability for death or personal injury caused by negligence, fraud/fraudulent misrepresentation, or any liability that cannot lawfully be excluded.
11.2 Subject to 11.1, Supplier is not liable for loss of profit, loss of sales, loss of business, loss of goodwill, loss of anticipated savings, or indirect/consequential loss.
11.3 Subject to 11.1, Supplier aggregate liability under each contract is capped at 100% of sums paid and payable under that contract.
12. Customer Indemnity and Cooperation
12.1 Customer indemnifies Supplier against all losses/costs/claims arising from Customer breach, Customer misuse, unlawful resale, or customer-provided materials/specifications.
12.2 Customer shall provide access, information and cooperation required for Supplier performance and enforcement of rights.
13. Intellectual Property and Product Data
13.1 All intellectual property in Supplier content, data, catalogues, fitment information, software and materials remains Supplier or licensor property.
13.2 Customer may use product data only for legitimate resale support relating to Supplier products and shall not republish, scrape, sublicense or exploit beyond that scope without written consent.
14. Force Majeure
14.1 Supplier is not liable for delay/failure caused by Force Majeure Event.
14.2 If Force Majeure continues over 30 days, Supplier may terminate affected obligations without liability other than sums already due.
15. Default and Termination
15.1 Supplier may terminate or suspend immediately if Customer:
- fails to pay any sum when due;
- commits material breach and fails to remedy within 7 days of notice;
- is, or is reasonably believed likely to become, insolvent;
- ceases or threatens to cease business;
- enters administration, liquidation, creditor arrangement, receivership or analogous process.
15.2 On default, all sums owing become immediately due and payable.
15.3 On termination, Customer shall immediately return unpaid Goods and all relevant records on request, failing which Supplier may enter premises and recover them under clause 9.
15.4 Termination is without prejudice to accrued rights. Supplier may immediately exercise all clause 9 rights, including recovery of Goods and collection of proceeds/receivables.
16. Notices
16.1 Notices must be in writing and sent to the notified legal/business address or email of the receiving party.
16.2 Email notice is deemed received at transmission time unless an error/bounce message is received.
17. Confidentiality
17.1 Each party shall keep confidential all non-public commercial, pricing, technical and operational information of the other party.
18. Survival
18.1 Clauses intended to survive termination shall do so.
18.2 Without limitation, clauses 6, 9, 11, 12, 13, 15, 18 and 20 survive termination.
19. General
19.1 No waiver is effective unless in writing.
19.2 If any provision is unenforceable, remaining provisions remain in force.
19.3 Customer may not assign/transfer without Supplier written consent. Supplier may assign to group companies or on business transfer.
19.4 These Terms are the entire agreement for supply and supersede prior understandings.
20. Governing Law and Jurisdiction
20.1 These Terms and non-contractual disputes are governed by English law.
20.2 Courts of England and Wales have exclusive jurisdiction.
21. Consumer Schedule (Fallback Only)
This section applies only if the purchaser is legally a consumer. It does not apply to business customers.
21.1 Consumer Contract Formation
Consumer orders are offers to buy; contract forms on dispatch confirmation.
21.2 Consumer Cancellation
Consumers may cancel distance contracts within 14 days from day after delivery, then have 14 days to return goods, subject to statutory exceptions.
21.3 Consumer Fault Rights
Consumer rights under the Consumer Rights Act 2015 and Consumer Contracts Regulations 2013 are preserved.
21.4 Consumer Refunds
Where cancellation is valid, refunds are made within statutory timelines using original payment method, subject to lawful deductions where permitted.
21.5 Privacy
Personal data is handled in accordance with UK data protection law and Supplier privacy notice.
Contact
Hendler Wholesale Ltd, Unit 4 Island Drive, Thorne Park, Thorne, Doncaster, DN8 5UE
UK Tel: 01405 480000 | Intl: +44 (0)1405 480000
Email: sales@hendler.co.uk | Website: www.hendler.co.uk
Version: T&Cs v2026-07-08