Terms and conditions

1. Definitions

In these Terms and Conditions:

“Buyer” means the organisation or business purchasing Goods from the Seller;

“Seller” means Feel the Warmth C.I.C. (Company No. SC532709), registered office at

Feel the Warmth C.I.C.

15 Hemmingen Court

Carluke

South Lanarkshire

ML8 5LX

“Goods” means the products supplied by the Seller;

“Contract” means any contract between the Seller and the Buyer for the sale of Goods incorporating these Terms;

“Price” means the price of the Goods excluding VAT, delivery, and any additional charges unless otherwise agreed in writing;

“Working Days” means Monday to Friday excluding public holidays in Scotland;

“Force Majeure Event” means any circumstance beyond a party’s reasonable control including but not limited to acts of God, war, strikes, pandemics, supply chain disruption, transport failures, or cyber incidents;

“VAT” means Value Added Tax as defined under applicable UK legislation.

For the avoidance of doubt, both parties are acting in the course of business and not as consumers.

2. Basis of Contract

2.1 These Terms shall apply to all Contracts to the exclusion of any other terms proposed by the Buyer.

2.2 Any order placed by the Buyer constitutes an offer to purchase Goods in accordance with these Terms.

2.3 A Contract shall only be formed when the Seller:

issues written acceptance; or
dispatches the Goods;

whichever occurs first.

2.4 The Seller reserves the right to reject any order at its sole discretion.

2.5 No variation to these Terms shall be binding unless agreed in writing by the Seller.

3. Trade Accounts

3.1 The Seller may require evidence of trading status including VAT registration and business documentation prior to opening an account.

3.2 The Seller reserves the right to:

carry out credit checks;
impose or vary credit limits;
suspend or terminate accounts at its discretion.

3.3 The Buyer shall not resell Goods via third-party marketplaces (including but not limited to Amazon, eBay, or similar platforms) without prior written consent.

3.4 Any misuse of the Seller’s intellectual property shall result in immediate account termination.

4. Price and Payment

4.1 Prices are subject to change at any time prior to dispatch.

4.2 The Seller reserves the right to adjust pricing due to:

supplier cost increases;
currency fluctuations;
increases in postage, freight or logistics costs.

4.3 Payment terms:

Credit accounts: payment due within 30 days of invoice;
Proforma accounts: payment required prior to dispatch.

4.4 If payment is not made when due:

interest shall accrue at 8% above the Bank of England base rate;
statutory compensation under the Late Payment of Commercial Debts legislation may apply.

4.5 The Seller reserves the right to suspend deliveries or require advance payment at any time.

5. The Goods

5.1 The Goods shall correspond with their description in all material respects.

5.2 Due to the nature of the Goods, variations in colour, size, materials, and finish are to be expected and shall not constitute defects.

5.3 All images and descriptions are for illustrative purposes only.

5.4 The Buyer is responsible for ensuring the Goods are suitable for their intended use.

6. Delivery

6.1 Delivery dates are estimates only and time shall not be of the essence.

6.2 Delivery shall take place at the address specified in the Buyer’s order.

6.3 Risk in the Goods shall pass to the Buyer upon delivery or attempted delivery.

6.4 If the Buyer fails to accept delivery, the Seller may:

store the Goods at the Buyer’s risk and expense;
charge for redelivery.

6.5 Any claims for damage, shortage, or defect must be:

submitted in writing within 7 calendar days of delivery;
supported by photographic evidence.

6.6 Goods must be returned in original packaging at the Buyer’s cost.

6.7 The Seller shall not be liable for damage caused by third-party carriers not appointed by the Seller.

7. Title (Retention of Ownership)

7.1 Title to the Goods shall not pass to the Buyer until payment in full has been received for all Goods supplied.

7.2 Until title passes, the Buyer shall:

store Goods separately and clearly identifiable;
maintain them in good condition;
insure them for their full value.

7.3 The Seller reserves the right to:

enter premises to recover unpaid Goods;
claim proceeds of resale.

7.4 The Buyer grants the Seller an irrevocable licence to recover Goods where payment is overdue.

8. Intellectual Property

8.1 All intellectual property rights in the Goods, including images, branding, and descriptions, remain the property of the Seller.

8.2 The Buyer shall not use, reproduce, or distribute such materials without prior written consent.

8.3 This restriction includes use on websites, social media, and online marketplaces.

9. Termination

9.1 The Seller may terminate a Contract immediately by written notice if the Buyer:

breaches any term of the Contract;
fails to make payment when due;
becomes insolvent;
engages in abusive or inappropriate conduct;
damages the Seller’s reputation or misuses intellectual property.

9.2 Upon termination:

all outstanding invoices become immediately payable;
the Seller may recover Goods or suspend further deliveries.

10. Limitation of Liability

10.1 The Seller’s total liability shall not exceed the greater of:

the Price of the Goods; or
£10,000.

10.2 The Seller shall not be liable for:

loss of profit;
loss of business;
indirect or consequential loss.

10.3 Nothing in these Terms excludes liability for:

death or personal injury caused by negligence;
fraud;
any liability which cannot be excluded by law.

11. Force Majeure

11.1 Neither party shall be liable for failure or delay caused by a Force Majeure Event.

11.2 Obligations shall be suspended for the duration of the event.

12. Data Protection

12.1 Both parties shall comply with:

the UK General Data Protection Regulation (UK GDPR);
the Data Protection Act 2018.

12.2 Personal data shall only be used for legitimate business purposes.

13. Anti-Bribery and Compliance

13.1 Both parties shall comply with the UK Bribery Act 2010.

13.2 Any breach shall entitle the Seller to terminate the Contract immediately.

14. Entire Agreement

14.1 These Terms constitute the entire agreement between the parties.

14.2 The Buyer acknowledges it has not relied on any representation not set out in this Contract.

15. Third Party Rights

16.1 No third party shall have any right to enforce these Terms.

16. Governing Law and Jurisdiction

16.1 These Terms shall be governed by Scottish law.

16.2 The parties submit to the exclusive jurisdiction of the Scottish courts.