Please read these terms in conjunction with Terms & Conditions for the Sale of Goods and Services (B2B).
1. Supply of Goods
The Supplier (Pure Ingenious Ltd t/a Ingenious Probiotics) supplies the Goods to the Reseller on the terms set out below.
Sales of the Products to the Reseller are governed by the Supplier’s Terms & Conditions for the Sale of Goods and Services. In case of conflict between the general conditions and these terms, the latter shall prevail.
The Reseller purchases the Goods from the Supplier and resells the goods within the UK and Ireland. Both the Supplier and Reseller agree to act with good faith and fair dealing at all times.
The Reseller will place orders for the Goods to the Supplier in writing using the Ingenious Probiotics Order Form/Price List provided.
2. Price of Goods
The prices payable by the Reseller are those listed on the Supplier’s Reseller Order Form at the time the order is received by the Supplier, with the commercial discount, delivery conditions and lead time.
The Reseller is free to fix the resale prices of the Products, providing the resale price is not less than the price listed on the Ingenious Probiotics website www.ingenious-probiotics.com.
The Supplier’s price list may be reviewed with two-months prior notice, except if exceptional market purchase conditions occur (for example, if a significant price increase of the basic raw materials – natural fragrances, essential oils, etc. – needed to produce the Products. In this exceptional scenario, the Supplier will communicate proofs of these increased purchase prices to the Reseller.
3. Payment Terms
Payment is due strictly upon receipt of invoices unless otherwise agreed in writing. The Reseller agrees to comply, with the utmost care, with the terms of payment agreed upon between the parties.
4. Minimum Order Quantities
Guaranteed minimum order targets are not required with these Reseller terms and conditions, (although this may evolve over time). In line with this, the Supplier does not offer a Sale or Return policy.
5. Marketing strategies and keeping informed
The Supplier shall provide the Reseller, at the Supplier’s discretion, with free of charge marketing resources as reasonably needed support for carrying out sales of the products. These may include regular email updates, product training videos, social media material, digital brochures, leaflets, technical and commercial information on the Products, marketing guidelines and safety data sheets.
The Reseller is invited to book a sales support meeting with the Supplier once every three months or at other times as agreed.
6. Reseller’s functions
The Reseller sells in its own name and for its own account, with the authorisation to use the Provilan and Ingenious Probiotics brands and logos provided by the Supplier.
The Reseller agrees to efficiently promote the sale of the Products in accordance with the Supplier’s policy and shall protect the Supplier’s interests with the diligence of a responsible business.
7. Supplier to be kept informed
The Reseller shall exercise due diligence to keep the Supplier informed about the Reseller’s activities, market conditions and competition. The Reseller shall answer any reasonable request for information made by the Supplier.
8. Undertaking not to compete
The Reseller agrees not to represent, directly or indirectly, manufacture, market or sell any products which are in competition with the Goods whilst acting as Reseller for the Supplier. This includes any cleaning products, detergents or topical pet care products which would contain probiotics, microorganisms, bacteria or living entities.
9. Sub-Resellers or Agents
The Reseller has no authority to act in the name or on behalf of the Supplier or in any way to bind the Supplier towards third parties, unless previously and specifically authorised in writing to do so by the Supplier.
The Reseller may, in exceptional cases in which it is not in a position to buy and resell, propose such business to the Supplier for a direct sale to the customer. For such activity as intermediary the Reseller may receive a commission under certain conditions which will be agreed in writing.
10. Change of control, ownership and/or management in the Reseller
The Parties expressively agree that each of the Parties can easily continue its business activities even if there is any change of control, ownership and/or management in a Party.
These Terms and Conditions were last updated on 23rd June 2023.
