Terms and Conditions for the Supply of Goods for Resale (UK)

1. Introduction and Scope 

These terms and conditions apply to all approved resellers ("Reseller") operating in the United Kingdom mainland, including England, Scotland, Wales, Northern Ireland and the Channel Islands ("Territory").

These terms are to be read in conjunction with the Supplier’s Terms and Conditions for the Sale of Goods and Services (B2B). In the event of any conflict, these Resale Terms shall prevail with respect to the ongoing commercial relationship.

2. Supply of Goods

2.1 The Supplier (Pure Ingenious Ltd t/a Ingenious Probiotics) supplies the Goods to the Reseller under these terms.

2.2 The Reseller will place orders for the Goods using the Ingenious Probiotics Trade Order portal on the website www.ingenious-probiotics.com.

3. Price of Goods 

3.1 The prices payable are those listed on the Supplier’s Reseller Order Form and/or Reseller website at the time of order, with the applicable discount and delivery conditions.

3.2 The Reseller is free to fix resale prices, providing the resale price is not lower than the published price on www.ingenious-probiotics.com.

3.3 Price lists may be reviewed with two months’ notice, unless exceptional raw material increases require immediate adjustment (with proof supplied).

4. Payment Terms 

4.1 Payment is at the point of ordering unless otherwise agreed in writing. The Reseller agrees to comply strictly with payment terms.

4.2 Where credit terms are agreed, interest may be charged on overdue invoices at 8% above the Bank of England base rate.

5. Minimum Order Quantities 

5.1 No minimum order targets are currently required (although this may change over time), and no Sale or Return policy applies.

6. Marketing and Support 

6.1 The Supplier may, at its discretion, provide free-of-charge marketing materials, including product training, social media content, brochures, and technical documentation.

6.2 Resellers are encouraged to book a quarterly support meeting to share insights and receive updates.

7. Branding and Approved Messaging 

7.1 The Reseller may promote and sell using the Provilan and Ingenious Probiotics branding and marketing assets, as provided or approved by the Supplier.

7.2 No unauthorised edits, translations or modifications to marketing content are permitted.

7.3 The Supplier may request updates or corrections to ensure consistency with brand values.

8. Reseller Responsibilities 

8.1 The Reseller sells in its own name and for its own account.

8.2 The Reseller agrees to diligently promote the Products, represent the Supplier fairly, and not sell outside the authorised Territory or into another reseller’s area without written permission.

9. Recalls and Returns 

9.1 The Reseller is responsible for managing customer returns and complaints locally.

9.2 In the event of a product recall or safety issue, the Reseller shall fully cooperate with the Supplier to ensure prompt corrective action.

10. Confidentiality and Reporting 

10.1 The Reseller shall use reasonable diligence to keep the Supplier informed of local market activity, customer feedback, and relevant developments.

10.2 The Reseller agrees to maintain confidentiality around any sensitive or proprietary information shared by the Supplier.

11. Non-Compete Agreement 

11.1 While acting as Reseller, the Reseller agrees not to manufacture, represent or sell any competing product containing probiotics, microorganisms, or similar active ingredients in topical pet care or cleaning.

12. Sub-Resellers or Agents 

12.1 The Reseller may not act on behalf of or bind the Supplier unless specifically authorised in writing.

12.2 In exceptional cases, the Reseller may refer business to the Supplier directly and may receive a commission by separate agreement.

13. Termination 

13.1 Either party may terminate this agreement with one month’s written notice.

13.2 Termination does not affect confirmed orders already accepted by the Supplier.

14. Intellectual Property 

14.1 The Supplier retains full ownership of all intellectual property rights. The Reseller may not register or modify trademarks, domain names, or other protected assets.

15. Governing Law and Jurisdiction 

15.1 These terms are governed by the laws of England and Wales.

15.2 The courts of England and Wales shall have exclusive jurisdiction over any disputes arising in connection with these terms.

16. Language 

16.1 These terms are provided in English and shall prevail in case of translation discrepancies.

These terms and conditions were reviewed on 12th August 2025.