Terms & Conditions of Trade

Last updated: 14 July 2026

These Terms and Conditions of Trade apply to all business-to-business sales made by Avant Garde Distribution Ltd through our trade portal, by email, through an account manager or sales representative, or through any other agreed trade ordering channel.

Please read these terms carefully before placing an Order. By applying for a Trade Account, accepting a quotation, submitting an Order or otherwise purchasing Goods from us, the Customer agrees to be bound by these terms.

These terms apply only to Customers acting in the course of a business, trade, profession or commercial activity. They do not apply to consumers.

1. About us

We are Avant Garde Distribution Ltd, a company registered in England and Wales under company number 05515985.

Our registered and trading address is:

Avant Garde Distribution Ltd
10 Manor Lane Business and Trade Park
Holmes Chapel
Crewe
CW4 8AF
United Kingdom

VAT registration number: GB866605496

Email: trade@agdistribution.co.uk
Telephone: 01477 536220

2. Definitions

In these terms:

  • Business Day means a day other than a Sunday or public holiday in England when banks in London are open for business.
  • Contract means the contract between us and the Customer for the sale and purchase of Goods under these terms.
  • Credit Account means an approved facility allowing the Customer to pay for Goods after dispatch in accordance with agreed payment terms.
  • Credit Limit means the maximum amount of unpaid credit exposure we are prepared to allow at a particular time.
  • Customer, you or your means the business, company, partnership, sole trader, organisation or other commercial entity purchasing or seeking to purchase Goods from us.
  • Goods means the goods, products and related materials supplied or to be supplied by us.
  • Order means an order submitted by or on behalf of the Customer.
  • Trade Account means an approved customer account permitting access to our trade portal, trade pricing or other wholesale ordering services.
  • Trade Portal means the Avant Garde Distribution online trade ordering portal and any replacement or successor portal.
  • we, us or our means Avant Garde Distribution Ltd.

3. Scope and priority of these terms

  1. These terms apply to all quotations, Orders, Contracts and supplies of Goods by us, including Orders placed through the Trade Portal, by email, by telephone, through an account manager or sales representative, or using an agreed ordering document or system.
  2. These terms apply to the exclusion of any terms which the Customer seeks to impose or incorporate, including any terms contained in a purchase order, procurement system, confirmation, email or other document.
  3. No additional or different terms proposed by the Customer will apply unless expressly accepted in writing by a director or authorised senior representative of Avant Garde Distribution Ltd.
  4. If there is a conflict between these terms and a separately signed written agreement between us and the Customer, the separately signed agreement will take priority to the extent of that conflict.
  5. A quotation is not an offer capable of acceptance and may be withdrawn or amended at any time before we accept an Order.

4. Trade Account eligibility and approval

  1. Trade Accounts are available only to genuine businesses and organisations purchasing Goods in connection with their trade, profession or commercial activities.
  2. Applications from individuals or organisations that cannot demonstrate genuine trade activity may be refused or referred for further review.
  3. We may require supporting information including:
    • company registration information;
    • VAT registration information;
    • proof of trading;
    • business address information;
    • trade or bank references;
    • ownership and director information;
    • identification or fraud-prevention information; and
    • any other information reasonably required to assess the application.
  4. We may accept or reject a Trade Account application at our discretion and are not obliged to provide a reason, subject to applicable law.
  5. Approval of a Trade Account does not:
    • guarantee that credit will be provided;
    • guarantee any particular Credit Limit;
    • guarantee continued access to any pricing tier;
    • guarantee availability or supply of any Goods;
    • create territorial exclusivity;
    • create an agency, partnership or franchise relationship; or
    • oblige us to accept any Order.
  6. We may review, suspend, restrict or close a Trade Account at any time in accordance with these terms.
  7. The Customer must notify us promptly of any material change to its business, including a change of legal entity, ownership, control, directors, trading address, billing address, delivery locations or insolvency status.
  8. A change to the legal entity operating the Customer's business may require a new Trade Account application. Approval given to one legal entity is not automatically transferable to another.

5. Company locations and authorised users

  1. A Customer may have one or more approved company locations or delivery locations associated with its Trade Account.
  2. Unless we expressly agree otherwise in writing, the legal entity named on the Trade Account is responsible for all Orders, invoices and activity relating to every user and location connected to that account.
  3. The Customer is responsible for:
    • ensuring that only authorised persons use its Trade Account;
    • maintaining the security of login credentials;
    • setting and supervising internal purchasing permissions;
    • removing access promptly when an employee or representative leaves;
    • checking delivery and billing information before placing an Order; and
    • notifying us immediately of suspected unauthorised access.
  4. The Customer warrants that every person who submits an Order using its Trade Account, company email address, purchase order process or instructions to an account manager has authority to bind the Customer.
  5. We may treat Orders placed using the Customer's account credentials or by its apparent authorised representatives as valid and binding unless we have received prior notice that the authority or credentials have been withdrawn or compromised.
  6. Trade Portal login details must not be shared outside the Customer's organisation or with any unauthorised third party.

6. Placing Orders

  1. Each Order submitted by the Customer constitutes an offer to purchase the Goods specified in that Order under these terms.
  2. An automated acknowledgement, website notification, copy of an Order or payment authorisation does not mean that we have accepted the Order.
  3. A Contract is formed only when we:
    • send an express confirmation that the Order has been accepted; or
    • dispatch the Goods,
    whichever occurs first.
  4. We may accept an Order in whole or in part. Where only part of an Order is accepted, a Contract will arise only for the accepted Goods.
  5. We may refuse, place on hold or cancel an Order before acceptance for any reasonable commercial or operational reason, including:
    • insufficient stock;
    • a pricing, description or system error;
    • suspected fraud or unauthorised account use;
    • an overdue balance;
    • insufficient available credit;
    • failure to pass a credit or security review;
    • payment failure;
    • product withdrawal or supplier restriction;
    • delivery limitations; or
    • circumstances outside our reasonable control.
  6. The Customer is responsible for checking each Order before submission, including the Goods, variants, SKUs, quantities, prices, billing information and delivery address.
  7. An Order may not be cancelled or amended after acceptance without our written agreement.
  8. If we agree to an amendment or cancellation, we may require the Customer to reimburse reasonable costs, charges or losses already incurred in connection with the Order.
  9. Special-order, customised, branded, pre-ordered or specifically sourced Goods may not be cancelled once procurement or production has begun.

7. Product information and availability

  1. Product images, packaging images, dimensions, weights, colours, descriptions and specifications are provided for general identification and guidance.
  2. Minor variations in packaging, finish, colour, specification, dimensions or presentation will not entitle the Customer to reject the Goods where the Goods remain materially consistent with their description and intended commercial purpose.
  3. Manufacturers may change packaging or minor specifications without notice.
  4. Stock figures displayed on the Trade Portal are indicative and may change before an Order is accepted.
  5. We do not guarantee that any Goods will remain available or that discontinued or limited-release Goods can be replenished.
  6. We may withdraw Goods from sale or limit the quantity available to a Customer at any time before accepting an Order.
  7. Unless expressly agreed otherwise, we are not responsible for checking whether Goods are commercially suitable for the Customer's particular resale strategy, premises, sales channel or customer base.

8. Prices, pricing tiers and VAT

  1. Unless expressly stated otherwise, all prices displayed or quoted are:
    • in pounds sterling;
    • exclusive of VAT;
    • exclusive of delivery charges; and
    • subject to availability and acceptance of the Order.
  2. VAT will be charged at the applicable rate in force at the relevant tax point.
  3. Delivery, handling and other taxable charges will also be subject to VAT where applicable.
  4. Customers may be assigned different catalogues, price lists, discounts or pricing tiers.
  5. A pricing tier is personal to the approved Customer and may not be shared, transferred or used for the benefit of another business without our written permission.
  6. We may change prices, catalogues, discounts and pricing tiers at any time. Changes will apply to Orders accepted after the change takes effect.
  7. Prices already confirmed in an accepted Order will not normally change unless:
    • the Customer requests a change to the Order;
    • the price was based on incorrect information supplied by the Customer;
    • there is an obvious or manifest pricing error; or
    • a change is required by law, tax or regulatory requirements.
  8. We are not required to supply Goods at a price which is clearly incorrect, including where a product has been displayed at no charge or at an implausibly low price because of a technical, data-entry or system error.
  9. Any recommended retail price is a recommendation only. The Customer remains responsible for independently setting its resale prices in accordance with competition law.
  10. Trade prices, discounts, rebates, special quotations and non-public price lists are confidential commercial information.

9. Carriage and delivery charges

  1. Standard carriage is charged at £6.99 excluding VAT for Orders below the carriage-paid threshold, unless a different charge is shown or quoted before acceptance.
  2. Orders with a Goods value of £300 or more excluding VAT qualify for standard carriage paid delivery, subject to the remaining provisions of this section.
  3. The carriage-paid threshold is based on the value of Goods after discounts and before VAT, unless we expressly confirm otherwise.
  4. Additional or alternative charges may apply where an Order:
    • is oversized, unusually heavy or requires multiple pallets or consignments;
    • requires specialist handling or delivery;
    • is being delivered to a remote or restricted destination;
    • requires a timed, weekend or premium service;
    • cannot be sent using our standard carrier service; or
    • has unusual weight or dimensional characteristics.
  5. Non-standard delivery charges will be calculated on a per-Order basis, taking into account weight, dimensions, destination and service requirements.
  6. Where a non-standard charge applies, we will notify the Customer before accepting the affected Order.
  7. We may revise our delivery charges and carriage-paid threshold for future Orders by updating the Trade Portal, quotation or account information.

10. Payment

  1. Customers without an approved Credit Account must pay in full in cleared funds before dispatch unless we expressly agree otherwise.
  2. Payment must be made using a payment method approved by us.
  3. The Customer must pay all invoices in full without deduction, withholding, counterclaim or set-off, except where required by law or expressly agreed by us in writing.
  4. The absence of a Customer purchase order number or internal approval reference does not relieve the Customer from paying an otherwise valid invoice.
  5. If only part of an invoice is disputed genuinely and in good faith, the Customer must pay the undisputed part by the original due date.
  6. We may allocate any payment, credit or other amount received from the Customer against any invoice, charge, interest or debt in the order we consider appropriate.
  7. Payment is not treated as received until cleared funds are available to us.
  8. The Customer is responsible for bank charges, chargeback costs and other reasonable costs arising from failed, reversed or unauthorised payments, to the extent permitted by law.

11. Credit Accounts

  1. Credit is available only where expressly approved by us in writing.
  2. Credit terms will be agreed individually and may be for a period of up to 90 days.
  3. Where payment terms exceed 60 days, the longer period must be expressly agreed and operate fairly between the parties in accordance with applicable law.
  4. Unless otherwise stated in writing, the payment period runs from the date of the relevant invoice.
  5. We may establish a Credit Limit for the Customer. The Credit Limit is the maximum amount of unpaid credit exposure we are prepared to permit at that time.
  6. In calculating available credit, we may take account of:
    • unpaid invoices, whether or not yet due;
    • accepted but undelivered Orders;
    • accrued interest and charges;
    • the Customer's payment history;
    • credit reports, trade references or insurer requirements; and
    • any other reasonable credit-risk factor.
  7. We are not obliged to accept an Order that would cause the Customer to exceed its available Credit Limit.
  8. The Customer remains liable for all Goods supplied even if we inadvertently permit the Credit Limit to be exceeded.
  9. A Credit Limit is not a commitment to provide continuing credit or to accept Orders up to that amount.
  10. We may at any time:
    • review the Customer's creditworthiness;
    • carry out business credit checks;
    • request trade, bank or other references;
    • request updated financial information;
    • reduce or withdraw a Credit Limit;
    • shorten payment terms;
    • require payment on account or in advance;
    • require a deposit or other security; or
    • suspend the Credit Account.
  11. We may require a separate director's guarantee, parent-company guarantee or other security as a condition of granting or continuing credit.
  12. No director, employee or representative of the Customer becomes personally liable merely by accepting these terms. Any personal guarantee must be contained in a separate written document executed in the required form.

12. Overdue accounts and debt recovery

  1. An invoice is overdue if it has not been paid in cleared funds by its stated due date.
  2. We may place the Customer's account on stop when an invoice remains unpaid for 14 days after its due date.
  3. Placing an account on stop may include:
    • suspending access to credit;
    • preventing further Orders;
    • withholding or cancelling undelivered Orders;
    • requiring payment in advance;
    • withdrawing prices, discounts or rebates;
    • requiring the return of unpaid Goods; and
    • referring the debt for collection or legal action.
  4. If the Customer fails to pay an amount when due, or if another event of default occurs, we may declare all sums owed by the Customer immediately due and payable, whether or not their original payment dates have passed.
  5. We reserve the right to claim statutory interest on qualifying overdue commercial debts at the rate provided under the Late Payment of Commercial Debts (Interest) Act 1998, together with applicable fixed compensation and reasonable additional recovery costs.
  6. Statutory interest is calculated at 8 percentage points above the applicable Bank of England base rate, or at any replacement statutory rate in force from time to time.
  7. Interest will accrue daily from the date payment became due until the date cleared payment is received, whether before or after judgment.
  8. The Customer must reimburse reasonable external costs incurred in recovering overdue amounts, to the extent legally recoverable, including debt collection, tracing, solicitor, court and enforcement costs.
  9. We may apply any credit note, refund, rebate, return credit, promotional allowance or other sum owed to the Customer against any amount owed by the Customer to us.
  10. A genuine dispute concerning one Order or invoice does not entitle the Customer to withhold payment of other invoices or undisputed sums.
  11. Acceptance of late, partial or staged payment does not waive our right to recover the balance, interest, compensation or costs.
  12. Any payment plan or extension must be agreed in writing. Agreeing a payment plan does not waive the original debt or any rights arising from the default unless expressly stated.

13. Retention of title

  1. Risk in the Goods passes to the Customer in accordance with section 15, but ownership of the Goods will not pass to the Customer until we have received in cleared funds all amounts owed to us by the Customer, whether relating to those Goods or otherwise.
  2. Until ownership passes, the Customer must:
    • hold the Goods on a fiduciary basis as our bailee;
    • store the Goods separately from goods belonging to other parties where reasonably practicable;
    • keep the Goods identifiable as Goods supplied by us;
    • retain packaging, batch, SKU and stock records sufficient to identify them;
    • not remove, deface or obscure identifying marks or packaging;
    • maintain the Goods in satisfactory condition;
    • keep the Goods insured for their full replacement value; and
    • provide information about the location and condition of the Goods on request.
  3. While its account is in good standing, the Customer may resell the Goods in the ordinary course of its business.
  4. The Customer may not pledge, charge, assign by way of security or otherwise encumber Goods which remain our property.
  5. The Customer's authority to possess and resell unpaid Goods ends immediately if:
    • an invoice becomes materially overdue;
    • we place the account on stop;
    • we withdraw credit;
    • the Customer becomes or appears likely to become insolvent;
    • the Customer ceases or threatens to cease trading; or
    • we terminate the relevant Contract or Trade Account.
  6. Once the authority to possess or resell ends, we may require the Customer to make unpaid Goods available for collection or return them to us at the Customer's cost.
  7. If the Customer does not return the Goods promptly, the Customer grants us and our authorised representatives permission, so far as legally permissible and subject to reasonable notice except in urgent circumstances, to enter premises controlled by the Customer where the Goods are reasonably believed to be stored in order to inspect, identify and recover them.
  8. The Customer must obtain any necessary permission allowing access to Goods stored at premises controlled by a third party.
  9. Recovery of Goods does not prevent us from pursuing payment, damages, interest or costs, subject to giving credit for the net value of Goods successfully recovered and resold.
  10. If Goods can no longer be separately identified, have been resold, or are otherwise unavailable for recovery, the Customer remains liable for all outstanding amounts.

14. Dispatch

  1. We aim to dispatch eligible in-stock Orders placed before the published cut-off time of 3pm on the same day.
  2. Same-day dispatch is subject to:
    • Order acceptance;
    • stock availability;
    • cleared payment or sufficient approved credit;
    • successful fraud and account checks;
    • complete and accurate delivery information;
    • carrier availability; and
    • the Order not requiring special handling.
  3. The published cut-off time may be changed during peak periods, public holidays, service disruption or other operational circumstances.
  4. We normally dispatch on six days each week, but dispatch schedules may vary.
  5. Any additional peak-period or seven-day dispatch service will apply only where expressly advertised or confirmed by us.

15. Delivery and risk

  1. Next-day delivery may be available for eligible UK Orders, but delivery dates and times are estimates unless we expressly guarantee a delivery service in writing.
  2. Time for delivery is not of the essence unless expressly agreed in writing.
  3. We are not liable for delay or failure caused by a carrier, weather, traffic, industrial action, access restrictions, incorrect address information or other circumstances outside our reasonable control.
  4. We may deliver an Order in instalments or separate consignments.
  5. Each instalment may be invoiced separately. Delay or a defect affecting one instalment does not entitle the Customer to cancel any other instalment.
  6. Delivery is completed when the Goods are:
    • delivered to the delivery address stated in the accepted Order;
    • left in an authorised safe place;
    • delivered to a person apparently authorised to accept them;
    • collected by the Customer or its carrier; or
    • otherwise delivered in accordance with agreed instructions.
  7. Risk in the Goods passes to the Customer on completion of delivery.
  8. Where the Customer appoints its own carrier, risk passes when the Goods are handed to that carrier.
  9. Carrier tracking, delivery scans, photographs, signatures, GPS data and other delivery records may be relied upon as evidence of delivery unless shown to be materially incorrect.
  10. The Customer must ensure that:
    • the delivery address is accurate and accessible;
    • appropriate personnel and equipment are available to receive the Goods;
    • any delivery restrictions are disclosed before acceptance; and
    • Goods are not refused without reasonable grounds.
  11. If delivery cannot be completed because of the Customer's act or omission, we may charge reasonable redelivery, return, storage and handling costs.

16. Inspection, shortages and transit damage

  1. The Customer must inspect the Goods as soon as reasonably practicable after delivery.
  2. Visible transit damage, shortages and incorrect Goods must normally be reported to us within 48 hours of delivery.
  3. A report should include, where reasonably available:
    • the Order or invoice number;
    • the affected SKU and quantity;
    • photographs of the Goods and packaging;
    • the carrier label or consignment information;
    • details of any visible damage noted at delivery; and
    • any other evidence reasonably requested.
  4. The Customer must retain the Goods and relevant packaging while a claim is being investigated.
  5. If the Customer fails to report a visible shortage, error or transit damage within the stated period, we may be unable to accept the claim where the delay has materially prejudiced our ability to investigate it.
  6. Nothing in this section excludes rights relating to a latent defect that could not reasonably have been identified during the initial inspection.
  7. For an accepted claim, we may at our option:
    • replace the affected Goods;
    • supply the missing quantity;
    • repair the Goods;
    • issue a credit note; or
    • refund the affected invoice value.
  8. The Customer may not make an unauthorised deduction from an invoice because it has submitted a shortage or damage claim.

17. Returns of unwanted Goods

  1. As the Customer is purchasing in the course of business, there is no automatic consumer cancellation or change-of-mind right.
  2. Unwanted Goods may be returned only with our prior written authorisation.
  3. We may accept or refuse an unwanted return at our discretion.
  4. Where a return is authorised, the Goods must normally be:
    • unused and undamaged;
    • complete with all components and documentation;
    • in their original, undamaged packaging;
    • free from price labels, security tags and retailer markings; and
    • in a condition suitable for immediate resale as new.
  5. The Customer is responsible for the cost and risk of returning unwanted Goods unless we agree otherwise.
  6. We may deduct a reasonable restocking, inspection, repackaging or handling charge from any credit due.
  7. Original delivery charges are not refundable for unwanted Goods.
  8. Unless we agree otherwise, the following are not eligible for unwanted return:
    • customised or personalised Goods;
    • special-order or specifically sourced Goods;
    • clearance, discontinued or end-of-line Goods;
    • Goods sold as imperfect or damaged;
    • opened Goods which cannot be resold as new;
    • seasonal Goods after the relevant season or agreed return date; and
    • Goods with damaged or retailer-marked packaging.
  9. Goods returned without authorisation may be refused, returned to the Customer or held at the Customer's cost and risk.
  10. Any credit for returned Goods may be applied against outstanding amounts on the Customer's account.

18. Faulty Goods and warranty claims

  1. We will supply Goods in accordance with applicable business-to-business sale of goods law.
  2. The Customer must notify us promptly after discovering an alleged fault and provide reasonable information required to assess the claim.
  3. We may require photographs, batch information, serial numbers, proof of purchase, details of use and return of the Goods for inspection.
  4. Goods must not be returned without authorisation unless we expressly instruct otherwise.
  5. Subject to applicable law, our obligation for accepted faulty Goods will be, at our option, to:
    • repair the Goods;
    • replace the Goods;
    • issue a credit note;
    • refund the price paid for the affected Goods; or
    • provide another appropriate remedy.
  6. Warranty coverage does not extend to faults or damage caused by:
    • fair wear and tear;
    • accident, neglect or misuse;
    • incorrect storage or installation;
    • failure to follow instructions;
    • unauthorised modification or repair;
    • removal of identifying marks;
    • abnormal retail, commercial or environmental conditions; or
    • damage occurring after risk passed to the Customer.
  7. Where a manufacturer's warranty applies, we may require the claim to be handled under the manufacturer's warranty process.
  8. Unless expressly agreed, we are not responsible for the Customer's internal labour, administration, lost retail margin, consumer compensation, collection costs or other indirect costs associated with processing a warranty claim.

19. Resale and Customer responsibilities

  1. The Customer is responsible for complying with all laws and regulations applicable to its business and resale of the Goods.
  2. This includes responsibility for:
    • consumer-facing terms and policies;
    • retail pricing;
    • advertising and product claims;
    • consumer returns and refunds;
    • product warnings and age restrictions;
    • taxes, duties and registrations;
    • online marketplace rules;
    • product storage and handling; and
    • any export or overseas resale requirements.
  3. The Customer must not:
    • alter, obscure or remove product safety information;
    • remove serial, batch or traceability information;
    • make false or misleading claims about the Goods;
    • represent itself as our agent or as an agent of a brand owner;
    • suggest an exclusive or official relationship that has not been granted;
    • sell counterfeit, altered or unlawfully repackaged Goods; or
    • use Goods or brand materials in a way that infringes third-party rights.
  4. The Customer must cooperate reasonably with any product safety notice, withdrawal or recall.

20. Intellectual property and trade assets

  1. All intellectual property rights in the Trade Portal, catalogues, price lists, descriptions, layouts, photographs, graphics, files and other materials made available by us remain owned by us or the relevant licensor or brand owner.
  2. Access to our asset bank or product materials does not transfer ownership of any intellectual property rights.
  3. We grant the Customer a limited, non-exclusive, non-transferable and revocable permission to use authorised product and brand assets solely for the legitimate promotion and resale of genuine Goods purchased through approved supply channels.
  4. The Customer must comply with any brand guidelines, usage restrictions or withdrawal instructions notified by us.
  5. The Customer may not, without permission:
    • sell, license or commercially distribute our asset files;
    • claim ownership of those assets;
    • use them for unrelated or competing products;
    • materially alter brand marks;
    • register confusingly similar domains or accounts;
    • scrape or systematically extract Trade Portal content or pricing; or
    • use automated systems to access the Trade Portal in a way that disrupts or burdens it.
  6. Permission to use trade assets ends when the Trade Account closes or when we or the relevant rights holder withdraws permission.

21. Confidentiality

  1. Each party must keep confidential any commercially sensitive information received from the other which is identified as confidential or would reasonably be understood to be confidential.
  2. Our confidential information includes non-public:
    • trade prices and discounts;
    • credit terms and Credit Limits;
    • product launch information;
    • stock and supply information;
    • commercial plans;
    • catalogues and price files; and
    • account-specific arrangements.
  3. Confidential information may be disclosed to employees and professional advisers who need it for the permitted business purpose and who are subject to appropriate duties of confidentiality.
  4. This section does not apply to information which:
    • is lawfully in the public domain;
    • was lawfully known without restriction before disclosure;
    • is independently developed without use of confidential information;
    • is lawfully received from an unrestricted third party; or
    • must be disclosed by law, court order or regulatory authority.

22. Trade Portal availability

  1. We aim to keep the Trade Portal available and accurate but do not guarantee uninterrupted, error-free or continuous access.
  2. We may suspend or restrict the Trade Portal for maintenance, security, updates, operational reasons or circumstances outside our control.
  3. Temporary portal unavailability does not suspend the Customer's payment obligations.
  4. Where appropriate, Orders may still be submitted through another agreed trade ordering channel.
  5. We are not responsible for loss caused solely by the Customer's internet connection, equipment, software, internal systems or failure to secure its login credentials.

23. Limitation of liability

  1. Nothing in these terms limits or excludes liability which cannot lawfully be limited or excluded, including liability for:
    • death or personal injury caused by negligence;
    • fraud or fraudulent misrepresentation;
    • breach of the implied term as to title to the Goods; or
    • any other liability which applicable law prohibits us from limiting or excluding.
  2. Subject to the previous paragraph, we will not be liable for:
    • loss of profit;
    • loss of revenue or sales;
    • loss of business or opportunity;
    • loss of anticipated savings;
    • loss of goodwill or reputation;
    • business interruption;
    • loss or corruption of data; or
    • indirect or consequential loss.
  3. Subject to paragraph 23.1, we are not liable for losses caused by:
    • delivery delay where no guaranteed delivery service was expressly agreed;
    • temporary unavailability of the Trade Portal;
    • inaccurate indicative stock information which is corrected before acceptance;
    • the Customer's failure to check an Order;
    • unauthorised account use resulting from the Customer's security failure;
    • the Customer's resale, advertising, storage, modification or misuse of Goods; or
    • circumstances outside our reasonable control.
  4. Subject to paragraph 23.1, our total aggregate liability arising from or in connection with a Contract, whether in contract, tort, negligence, misrepresentation, breach of statutory duty or otherwise, will not exceed the total price paid or payable for the Goods under the Order giving rise to the claim.
  5. Each limitation and exclusion in this section applies only to the extent permitted by law and subject to any applicable requirement of reasonableness.
  6. Nothing in these terms affects any statutory terms or remedies which cannot lawfully be excluded or restricted in a business-to-business contract.

24. Customer indemnity

The Customer will indemnify us against reasonable losses, liabilities, costs and claims arising from:

  • the Customer's unlawful or misleading resale or advertising of the Goods;
  • unauthorised alteration, repackaging or misuse of the Goods;
  • the Customer's infringement or misuse of intellectual property rights;
  • the Customer's breach of product safety, export, sanctions or marketplace requirements;
  • unauthorised use of the Trade Account caused by the Customer's failure to secure it;
  • information or instructions supplied inaccurately by the Customer; or
  • the Customer's material breach of these terms,

except to the extent that the relevant loss was caused by our own negligence, breach of contract or unlawful act.

25. Data protection and privacy

  1. Each party will comply with applicable data protection law, including the UK General Data Protection Regulation and the Data Protection Act 2018.
  2. We process personal data relating to Customer representatives, account users, directors, owners, employees and delivery contacts for purposes including:
    • assessing and administering Trade Account applications;
    • creating and managing company and user accounts;
    • processing Orders, payments and deliveries;
    • providing customer and account-management services;
    • carrying out credit, fraud and security checks;
    • administering credit and collecting debts;
    • maintaining legal, tax and accounting records;
    • protecting our systems, rights and business; and
    • complying with legal and regulatory obligations.
  3. Further information about our processing of personal data, lawful bases, disclosures, retention and individual rights is set out in our Privacy Policy.
  4. The Customer must ensure that personal information supplied to us is accurate, lawful and limited to what is reasonably necessary.
  5. The Customer must ensure that its employees, representatives and delivery contacts receive any privacy information required in connection with the disclosure of their personal data to us.
  6. We may share relevant personal information with service providers and professional partners including:
    • Shopify and Trade Portal service providers;
    • payment processors and banks;
    • delivery and logistics providers;
    • credit-reference and fraud-prevention providers;
    • trade-credit insurers;
    • debt collection agencies;
    • solicitors, accountants and professional advisers;
    • manufacturers handling product or warranty issues; and
    • public authorities where required by law.
  7. We may conduct business credit checks before granting credit and during the relationship. Any personal credit check relating to an individual will be undertaken only where legally appropriate and with any notice or authority required by law.

26. Customer information received from Nodor International Limited

  1. Avant Garde Distribution Ltd may receive business contact and relevant trade account information from Nodor International Limited in connection with Avant Garde taking responsibility for the distribution and servicing of certain smaller trade accounts.
  2. Avant Garde Distribution Ltd and Nodor International Limited are separate legal businesses.
  3. Unless expressly stated otherwise:
    • future Orders accepted by Avant Garde Distribution Ltd will form Contracts with Avant Garde Distribution Ltd;
    • historic invoices and debts owed to Nodor International Limited will not transfer to Avant Garde Distribution Ltd;
    • Avant Garde Distribution Ltd will not become responsible for historic contracts solely because customer information has been transferred; and
    • Nodor International Limited remains responsible for its own previous transactions and outstanding accounts.
  4. Information received may include business names, business addresses, account contact names, business contact details and relevant trading or account information needed to establish and service the new distribution relationship.
  5. Affected customers will be informed about the proposed transfer or change in account servicing.
  6. Information received from Nodor International Limited will initially be used for account-transfer, onboarding, operational and service communications, rather than unrelated promotional marketing.
  7. Avant Garde Distribution Ltd will process information it receives in accordance with its Privacy Policy and applicable data protection law.
  8. The transfer and use of personal data will be governed separately by appropriate privacy information and data-sharing arrangements between the relevant businesses.
  9. Accepting these trade terms does not replace or remove any rights an individual has under applicable data protection law.

27. Suspension and termination

  1. We may immediately suspend a Trade Account, Credit Account, Order or Contract if:
    • an amount is overdue;
    • the Customer exceeds or is likely to exceed its Credit Limit;
    • we reasonably believe the Customer's creditworthiness has deteriorated;
    • fraud, misuse or unauthorised account access is suspected;
    • the Customer provides false or materially incomplete information;
    • the Customer breaches confidentiality or intellectual property requirements;
    • the Customer materially breaches these terms;
    • the Customer behaves abusively towards our employees or representatives;
    • the Customer becomes or appears likely to become insolvent; or
    • continued supply may expose us to legal, regulatory, financial or reputational risk.
  2. We may close a Trade Account on reasonable notice for commercial or operational reasons, including where the account has been inactive.
  3. We may terminate a Contract immediately where the Customer commits a material breach which cannot be remedied or fails to remedy a remediable breach within a reasonable period after notice.
  4. Suspension or termination does not affect rights, liabilities or debts which arose before the effective date.
  5. On termination or withdrawal of credit:
    • all outstanding sums may become immediately payable;
    • we may cancel or withhold undelivered Orders;
    • the Customer's right to resell unpaid Goods may end;
    • access to the Trade Portal, prices and asset bank may be withdrawn; and
    • the Customer must stop using materials where its permission has ended.

28. Insolvency and financial distress

  1. The Customer must notify us immediately if it:
    • is unable to pay debts as they fall due;
    • ceases or threatens to cease trading;
    • enters or proposes administration, liquidation or a company voluntary arrangement;
    • has a receiver or similar officer appointed;
    • is subject to a winding-up or bankruptcy petition;
    • makes arrangements with creditors;
    • suffers enforcement against a material part of its assets; or
    • experiences an equivalent event in another jurisdiction.
  2. Where legally permitted, any such event entitles us to suspend supply, withdraw credit, cancel unfulfilled Orders and require immediate payment of all outstanding amounts.
  3. We may take similar action where we reasonably believe, based on credible evidence, that the Customer is likely to be unable to meet its payment obligations.

29. Force majeure

  1. We are not responsible for delay or failure to perform caused by circumstances outside our reasonable control.
  2. Such circumstances may include:
    • natural disaster, flood, fire or severe weather;
    • epidemic or pandemic;
    • war, terrorism, civil disorder or government action;
    • strikes or industrial disputes;
    • carrier, port, customs or transport disruption;
    • supplier or manufacturer failure;
    • shortages of stock, materials, energy or labour;
    • cyberattack, telecommunications failure or utility outage;
    • import or export restrictions; and
    • changes in law or regulatory requirements.
  3. We may suspend performance, extend delivery times, allocate available stock between customers or cancel affected Orders where reasonably necessary.
  4. If a material force majeure event continues for a prolonged period, either party may cancel the undelivered affected part of the Order by written notice.

30. Notices

  1. Routine communications may be sent through the Trade Portal or by email.
  2. Formal notices to us should be sent to: trade@agdistribution.co.uk and, where appropriate, by post to our registered address.
  3. Notices to the Customer may be sent to the email or postal address recorded on its Trade Account.
  4. The Customer is responsible for keeping its contact information current.

31. Assignment and subcontracting

  1. We may assign, transfer, charge or subcontract our rights and obligations under a Contract, including assigning or factoring a debt, provided this does not materially reduce the Customer's substantive rights.
  2. The Customer may not assign, transfer or subcontract a Contract or Trade Account without our prior written consent.
  3. We may use third-party warehouses, technology providers, carriers and other subcontractors to fulfil our obligations.

32. General provisions

  1. Entire agreement: These terms, the accepted Order and any expressly incorporated written documents constitute the entire agreement concerning the relevant Contract. Nothing excludes liability for fraud or fraudulent misrepresentation.
  2. Variation: We may update these terms for future Orders. The terms in force when an Order is accepted will apply to that Contract unless a change is required by law or expressly agreed.
  3. Waiver: A failure or delay in exercising a right does not waive that right.
  4. Severance: If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary or removed, and the remaining provisions will continue in force.
  5. No partnership or agency: Nothing creates a partnership, joint venture, franchise, employment or agency relationship between us and the Customer.
  6. Third-party rights: A person who is not a party to a Contract has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.
  7. Electronic communications: Online acceptance, electronic records and electronic signatures may be relied upon as evidence of agreement and authority.
  8. Survival: Clauses relating to payment, debt recovery, retention of title, confidentiality, intellectual property, data protection, liability and any rights accrued before termination will survive closure or termination.

33. Governing law and jurisdiction

  1. These terms, each Contract and any non-contractual dispute arising from them are governed by the laws of England and Wales.
  2. The courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising from or connected with these terms or a Contract.

34. Contact

Questions about these Terms and Conditions of Trade should be sent to:

Avant Garde Distribution Ltd
10 Manor Lane Business and Trade Park
Holmes Chapel
Crewe
CW4 8AF

Email: trade@agdistribution.co.uk
Telephone: 01477 536220