The “Website” defines www.AYSupply.com is owned and operated by AY SUPPLY and contains material, which is derived in whole or in part by us, our partners, suppliers and manufacturers.

You agree to the terms and conditions outlined in this Terms and Conditions of Use Agreement (“Agreement”) with respect to our website. This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the website, the content, products or services provided by or through the website, and the subject matter of this Agreement. This Agreement may be amended by us at any time and from time to time without specific notice to you. The latest Agreement will be posted on the website, and you should review this Agreement prior to using the Site.

 

The following are terms of a legal agreement between you and AY SUPPLY LTD and apply to all transactions between the parties. By accessing, browsing and/or using this site and any of our material, you acknowledge that you have read, understood, and agree to be bound by these terms and to comply with all applicable laws and regulations.

 

 

  1. DEFINITIONS

 

  • “Terms” and “Agreement” mean these Terms and Conditions of Use;

 

  • “Website” means the website located at AYSupply.com or any subsequent URL which may replace it;

 

  • “Product” means a product displayed for sale;

 

  • “Product Description” means that part where certain terms and conditions in respect of the individual Product are provided;

 

  • “We”, “Us” or the “Supplier” means AY SUPPLY, a company registered in England and Wales;

 

  • “You” means all users of the Website, other than AY SUPPLY and includes the Buyers;

 

  • “Buyer” means all individuals and companies who use the Website for the purpose of purchasing the Products listed on the Website, whether on Wholesale or Drop-Ship basis;

 

  • “Wholesale” means the sale of Products where the Products will be sent directly to the Buyer’s registered address;

 

  • “Drop-ship” means the sale of Products where the Products will be sent directly to the retail customers of the Buyers;

 

  • “Consumer” shall have the meaning ascribed in Section 12 of the Unfair Contract Terms Act 1977;

 

  • “United Kingdom” means England, Wales, Scotland and Northern Ireland;

 

  • “Working days” means any Monday to Friday from 9am to 5pm excluding all Public and bank holidays in England and Wales.

 

 

  1. CONDITIONS

 

  • This Agreement include the Privacy Policy and Shipping & Returns Policy and applies to all contracts for the sale of goods by the Supplier to the Buyer.

 

  • By using the Website, you agree to be bound by the terms included in this Agreement.

 

  • We reserve the right to amend this Agreement and all other Policy statements without notice. These documents may be amended by us at any time without specific notice to you. The latest Agreement will be posted on the Website. The Buyers and all users of this Website must review these documents on regular basis. The varied Agreement shall not affect any of the existing Agreement already accepted by the Buyer.

 

  • The Agreement Terms may vary for certain Products, in which case the details will be stated in the Product Descriptions or be notified to the Buyers in writing by us, by email or by written letter.

 

  • Any complaints by the Buyer must be in writing to the Supplier’s Trading Address stated in “Contact Us” section of the Website.

 

 

  1. ORDERING

 

  • To place an order, the Buyer must use the order process through AYSupply.com.

 

  • Products are available for sale to Buyers who are either a registered business or who are solely buying with the intention to resell or drop-ship. The Website and the Products are not available to Consumers. By placing an order, the Buyer undertakes and confirms that they are purchasing with intention to resell or drop-ship.

 

  • All orders for Products are deemed to be an offer by the Buyer to purchase Goods pursuant to these Terms and Conditions and are subject to acceptance by the Supplier. The Supplier may choose not to accept an order for any reason whatsoever.

 

  • If the Products are not available from stock, then the Supplier will notify the Buyer. The Buyer can either choose alternative Products worth the same amount of payment or wait until those Products are available or can receive a credit note worth the same amount. Failure to respond within 48 hours to notification of out of stock items will result in an automatic credit note being applied to the Buyer’s account for use at any time. In the event that it is not possible for the Supplier to procure those Products again, the Buyer’s options will be limited to choosing alternative Products or receiving a credit note.

 

  • Where Products are purchased and payment is cleared, the Buyer can request by email within 24 hours to cancel the order. Cancellation of any order is liable to a 10% cancellation and restocking fee.

 

 

  1. WHOLESALE-SPECIFIC TERMS

 

  • For Wholesale orders, the Buyer specifically agrees
  • to tolerate up to a 5% variance in the stock amounts;

 

  • to tolerate up to a 5% margin for broken or faulty goods.

 

  • Products do not come with any warranty or guarantee whatsoever other than implied by law for business to business sales.

 

  • For non UK Buyers, it is the Buyer’s responsibility to ensure that any licensed or branded goods purchased are free for resale in their country or on the intended sales venues as some may be liable to territory restriction. The Supplier is not responsible for any subsequent orders or actions that may arise as a result of a Buyer not carrying out the relevant inquiries.

 

 

  1. PRODUCTS

 

  • The Products come as shown on the Website, but some of the Products featured on the Website may vary from the images displayed.

 

  • The Supplier is not liable for errors in images displayed on the Website.

 

 

  1. PRICE

 

  • All product prices are quoted in pound sterling excluding freight, packaging & VAT at the current UK rate.

 

  • The Supplier reserves the right to amend any errors or change any advertised price.

 

  • Prices marked with a Recommended Retail Price (RRP) refer to recommended prices that goods are sold within the UK, or prices that high street retailers within the UK are currently offering similar products.

 

  • All products are subject to availability and may be withdrawn at any time.

 

  • On the Website the Supplier may provide estimates of postage fees. These are only estimates and will only be confirmed at the checkout.

 

  • VAT is applied within the UK and the European Union (where applicable) on all Products and freight. Only the exact amount required by the governing laws at the time of the order will be applied.

 

 

  1. PAYMENT

 

  • Payment must be made in full, including any applicable postage fees and VAT before any Product is dispatched or shipped.

 

  • The total price, including VAT and delivery, will be displayed and confirmed upon checkout before the order is confirmed.

 

  • Payment is due in GBP and can be made by the following methods and the required details specific to each payment method will be provided on the checkout:

 

  • PayPal but the order will only be delivered to the registered user’s confirmed address.

 

  • Wire Transfer/Bank Transfer

 

  • Bankers Draft

 

  • Credit/Debit Card Payments

 

 

  1. SUPPLIER’S RIGHTS

 

  • The Supplier reserves the right to withdraw any Products from the Website without notice without any liability whatsoever.

 

  • The Supplier reserves the right to refuse any order without liability.

 

  • The prices displayed on the Website is not guaranteed for any length of time. The Supplier reserves the right to amend the prices displayed without any notice without any liability whatsoever.

 

  • Where payment is not received or cleared, the Supplier has the right to cease or suspend the delivery of any Products until full cleared payment is received by the Supplier.

 

  • The Supplier reserves the right to edit or delete any documents, information or any other content displayed on the Website, including this Agreement, without prior notice to any users of the Website.

 

 

  1. SHIPPING/DELIVERY

 

  • At the time of placing the order, and before goods can be dispatched, the buyer must supply the following information: Full contact details, including e-mail address, delivery address, landline and mobile telephone number

 

  • The Supplier reserves the right to contact the Buyer to verify the accuracy of account information (including the Buyer’s correct name and address) that is needed to provide the Buyer with the information, goods or services he or she has requested from us.

 

  • Products will not be dispatched until the Supplier has received full cleared payment of the price including any applicable VAT and postage fee.

 

  • Products will be dispatched within 2 days of full cleared payment of the price.

 

  • Products supplied will normally be delivered within the following number of working days from the acceptance of order, but is not guaranteed by the Supplier. The Supplier is not liable for any delays or incidents during transit.

 

  • Mainland UK: 3-5 working days;

 

  • Europe: 14 working days;

 

  • Outside UK and Europe: 28 working days.

 

 

  • The Supplier will organise delivery of Products to the Buyer’s address as provided by the Buyer on ordering. The Buyer is responsible for making arrangements to take delivery whenever they are delivered and is responsible for all redelivery and associated costs where delivery is not made at the first attempt. Where deliveries are made outside of the UK, it is the Buyer’s and Drop-ship customer’s responsibility to ensure they have a full understanding of any laws or legislation for the importing of goods. It is the receiver’s responsibility to confirm and pay any additional charges outside of regular postage including: customs fees, import tax, docking fees and any other related costs. Risk in the Products shall pass to the Buyer upon delivery of the Products, or where the Buyer fails to take delivery, at the time delivery was attempted.

 

  • The title in Products will only pass to the Buyer upon full cleared receipt of the payment.

 

  • On the Website the Supplier may provide estimates of postage fees. These are only estimates and will only be confirmed at the checkout.

 

 

  1. RETURNS AND COMPLAINT FOR WHOLESALE BUYERS

 

  • Upon receiving the Product the Buyer will inspect the package/packaging. Where the package/packaging is/or appears to be damaged in any way then the Buyer must bring this to the attention of the courier. Where items are signed for on delivery, the Buyer must mark “package damaged” when signing for the item.

 

  • Immediately upon receipt the Buyer will properly inspect the Products and shall notify the Supplier in writing by email within 7 days of delivery if the Products are damaged or defect. If the Buyer fails to do so, the Buyer shall be deemed to have accepted the Products.

 

  • Where a claim of defect or damage is made, after contacting the Supplier in accordance with clause 10(2) above, the Buyer must comply with the Returns Instructions provided by the Supplier. Once the Supplier has received the returned Products, the Supplier will inspect the Products and if it is satisfied that the Products were indeed defect or damaged, the Supplier will either provide a replacement or a credit note, excluding the proportion of delivery costs relating to the non-faulty Products. However, any failure to follow the requirements and procedures provided by the Supplier will be considered as a breach by the Buyer and the Supplier will not provide a replacement or a credit note.

 

  • All Products to be returned must clearly show the order number obtained from the Supplier together with any information the Supplier stipulates in the Returns Instructions.

 

  • Where returned Products are found to be damaged due to the Buyer’s actions the Buyer will be liable for the cost of remedying such damage.

 

  • All Products returned must be returned using a service which requires a signature upon receipt. Return postage is paid by the buyer. The Supplier will not reimburse return postage costs under any circumstances.

 

  • Any other complaints queries must be addressed in writing by email to the Supplier.

 

  • Any notices must be in writing to the Supplier’s address as provided.

 

  • Where Products are purchased and deemed unwanted, the Buyer can return them at their own cost for an exchange or a credit note, excluding the original delivery cost. All returns in this instance are liable for a 10% restocking fee. The returned Products must be received as sent (free from defect and in original packaging, with labels and tags if present). The returned Products must be sent back in full as delivered. The Buyer must notify the Supplier in writing by email of any unwanted items within 7 days of receipt of the order. Returns of this kind must be delivered to the Supplier within 14 days of the Buyer’s notification to the Supplier. The Products received outside of the 14 days period will not be eligible for an exchange or a credit note.

 

 

  1. RETURNS AND COMPLAINT FOR DROP-SHIP BUYERS

 

  • The Supplier will process return and refund requests for Products:

 

  • in their original undamaged packaging;

 

  • which are unopened, unused and the seals are fully intact;

 

  • which have been ordered less than 28 days prior to returns request.

 

  • In cases where the Consumer can provide evidence of defect or damaged product, the Buyer should be assured through conversation and exchange of images with the Consumer that it is indeed genuine fault of the Supplier which led to the problem. Then the Buyer must pass this information to the Supplier in writing by email, including any images shared by the Consumer as evidence. The Supplier will only process the request for exchange, refund or re-send when it is evident that the problem had been caused by the fault of the Supplier.

 

  • In no event shall the Supplier be obliged to process returns request unless above conditions stated in 11(1) and 11(2) are satisfied.

 

  • The Buyer or the Consumer must bear the postage fees incurred by returns delivery unless in the case where the Supplier’s fault is evident.

 

 

  1. BUYER’S RESPONSIBILITY

 

  • The Buyer agrees to be solely responsible for any resale of Products supplied and agrees to use the Products legally and only for the purposes that such Product are intended to be used for. The Products must at all times be used in accordance with any applicable manufacturer’s instructions, advice, suggestion, guidance and information and the Buyer shall ensure that this is part of their resale agreement. This includes ensuring that the Buyer reads all the information and guidance supplied by the manufacturer, takes any required precautions and/or tests before use of the Product and fully understands what the Products contain.

 

  • The Buyer agrees that the Products will not be misused in any way, and that the Buyer must abide by any laws applicable to the Products supplied.

 

  • The Buyer is responsible for legal compliance in the location of the Buyer’s operations, including for the sale of the Products supplied.

 

  • For non UK Buyers, it is the Buyer’s responsibility to ensure that any licensed or branded goods purchased are free for resale in their country or on the intended sales venues as some may be liable to territory restriction. The Supplier is not responsible for any subsequent orders or actions that may arise as a result of a Buyer not carrying out the relevant inquiries.

 

  • The Buyer is responsible to ensure that the Products are suitable for the Buyer’s own use, as well as the Buyer’s Customer’s own use.

 

  • The Buyer accepts that the effectiveness of any Products will also be dependent on correct and effective use and storage. The Buyer shall ensure that this is part of their resale agreement.

 

  • The Buyer specifically agrees that the Supplier has no liability and to indemnify the Supplier for any losses or expenses incurred by any breach of this clause.

 

 

  1. LIMITATION OF LIABILITY

 

  • While the Supplier will use reasonable endeavours to verify the accuracy of any information the Supplier places on the Website or any other materials, the Supplier makes no warranties, whether express or implied in relation to its accuracy.

 

  • The Website or any other materials are provided on an “as is” and “as available” basis without any representation or endorsement made and the Supplier makes no warranties of any kind, whether express or implied, in relation to the Website, any other materials, or any transaction that may be conducted including but not limited to, implied warranties of non-infringement, compatibility, security, accuracy, conditions of completeness, or any implied warranty arising from course of dealing or usage or trade.

 

  • The Supplier makes no warranty that the Products will meet the Buyer’s requirements or will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the Website or the server that makes it available are free of viruses or bugs or represents the full functionality, accuracy, reliability of the materials. The Supplier will not be responsible or liable to the Buyer for any loss of content or material uploaded or transmitted through the Supplier.

 

  • To the fullest extent permissible under applicable law, the Supplier disclaims any and all warranties of any kind, whether express or implied, in relation to the Products. Notwithstanding any other provision in the Agreement, nothing herein shall limit the Buyer’s rights as a trade buyer under English law. The Buyer acknowledges that the Supplier cannot guarantee and therefore shall not be in any way responsible for the security or privacy in dealing with the Supplier and any information provided to or taken from the Supplier by the Buyer.

 

  • The Supplier will not be liable, in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise out of or in connection with the Terms for any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings); or any loss of goodwill or reputation; or any special or indirect or consequential losses; in any case whether or not such losses were within the contemplation of the parties at the date of the Terms, suffered or incurred by that party arising out of or in connection with the provisions of any matter under the Terms.

 

 

  1. USE OF ACCOUNTS/MEMBERSHIP

 

  • The Buyer’s right to use the Website is not transferable. Any password or right given to the Buyer to obtain information or documents is not transferable and may only be used by the Buyer.

 

  • By using the Website the Buyer confirms that the information provided to the Supplier is true and that the Buyer agrees to abide by this Agreement.

 

  • The Buyer’s account or membership can be cancelled without notice if it is determined that false or misleading information has been provided, the Agreement has been violated, or other abuses have occurred as determined by the Supplier’s sole discretion.

 

  • If the Buyer’s account or membership has been revoked, the Supplier reserve the right to refuse application or readmission of the revoked Buyer to use the Website again.

 

 

  1. INTELLECTUAL PROPERTY RIGHTS

 

  • The content, organisation, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Website are protected under applicable copyrights, trademarks, registered trademarks and other proprietary (including but not limited to intellectual property) rights. All users of the Website, including the Buyers, acknowledge and agree that all copyright, trademarks and all other intellectual property rights in all material or content supplied in our website or any other materials shall remain at all times vested in the Supplier or the Supplier’s licensors. All users are permitted to use this material only as expressly authorised by the Supplier or the Supplier’s licensors.

 

  • All suggestions, ideas, notes, concepts and other information the users, including the Buyers, from time to time submit on the Website or send to the Suppliers (hereafter “Submissions”) shall be deemed and shall remain the Supplier’s sole property and shall not be subject to any obligation of confidence on the part of the Supplier. Without limiting the foregoing, the Supplier shall be deemed to own all known and hereafter existing rights of every kind and nature regarding the Submissions and shall be entitled to unrestricted use of the Submissions for any purpose, without compensation to the provider of the Submissions.

 

 

  1. INDEMNIFICATION

 

All users of the Website, including the Buyers, agree to indemnify, defend and hold the Suppliers and their lawyers, staff and affiliates harmless from any liability, loss, claim and expense, including reasonable lawyer’s fees, related to the users’ violation of this Agreement or use of the Website.

 

 

  1. FORCE MAJURE

 

The Supplier shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, accidents, war, fire, strikes, lock outs, failure of any communications including telecommunications or computer systems, breakdown of plant or machinery or shortage of stock. In such events, the Supplier shall be entitled to a reasonable extension of its obligations.

 

 

  1. SEVERANCE

 

If any part of the Terms contained in this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the Agreement and shall not affect the validity and enforceability of any of the remaining provisions present in the Agreement.

 

 

  1. Governing Law

 

The Terms & Conditions shall be governed by, interpreted, construed and enforced in accordance with the law of England and Wales and shall be subject to the exclusive jurisdiction of the Courts of England and Wales.