Terms & Conditions – Wholesalers / Distributors / B2B

1 Terms of contract

1.1 By requesting 9to5Lab / Travel9to5 to supply Goods to you, you acknowledge and agree (or you are deemed to acknowledge and agree) to these Wholesale Terms and Conditions.

2 Price

2.1 The price for the Goods will be either as quoted to you in writing or, if no written quote is provided, at 9to5Lab / Travel9to5’s standard charges applying at the time.

2.2 Once you submit an order, it cannot be cancelled by you. Any variation to any order must be agreed in writing. The price may alter as a result of any variation and you agree to pay any increase.

2.3 The Goods must be on-sold at the recommended retail price (as notified to you in writing by 9to5Lab / Travel9to5 from time to time) unless the Goods are advertised as being “on sale” or the equivalent.

3 Payment

3.1 Unless otherwise agreed in writing, payment for the Goods shall be made at the time the order is placed.

4 Ownership of Goods

4.1 Ownership of the Goods shall pass to you upon payment in full of the purchase price for the Goods and of any other amounts owing by you to 9to5Lab / Travel9to5.

5 Shipping and Risk

5.1 For international orders: unless otherwise agreed in writing, the purchase price shall be Ex works (EXW) as that term is defined in the International Chamber of Commerce 2010 “Incoterms 2010” and you shall be responsible for the cost of and arranging transportation of the Goods from the premises of 9to5Lab / Travel9to5 or other named place of delivery. Risk in respect of the Goods shall pass to you when the Goods are made available at the place of delivery. You are responsible for obtaining insurance in respect of the Goods from the time they are made available at the place of delivery.

6 Export/import documents, duties and taxes

6.1 All export and import documentation, licences, duties, taxes or other obligations or costs relating to the delivery of the Goods shall be your responsibility.

7 Samples and images

7.1 Unless otherwise expressed in writing, 9to5Lab / Travel9to5 does not warrant that the quality, weight, designs or colour of the Goods corresponds to any specific description, image or sample.

8 Acceptance and cancellation of orders

8.1 9to5Lab / Travel9to5 may refuse to accept or cancel any order or delivery of Goods at any time by giving written notice to you. 9to5Lab / Travel9to5 shall not be liable for any loss or damage whatever arising from such cancellation.

9 Force Majeure

9.1 9to5Lab / Travel9to5will not be liable for any failure to perform or delay in performance of its obligations under these terms caused by a Force Majeure beyond its reasonable control.

10 Liability

10.1 9to5Lab / Travel9to5shall not be liable:

1. where you have altered or modified the Goods, misapplied the Goods, not followed 9to5Lab / Travel9to5 ’s instructions in respect to the Goods or have subjected them to unusual or non-recommended use or handling;

2. for defects in any Goods manufactured by any Third Party;

3. for loss or damages caused wholly or partly by any factors beyond our control, including, without limitation, any loss resulting from a delay in production or supply of the Goods;

4. for any indirect or consequential loss of any kind;

5. where the terms of any written warranty have not been complied with, or any manufacturer’s handbook provided to you has not be complied with.

10.2 Without limiting clause 10.1 above, 9to5Lab / Travel9to5’s total liability arising out of any claim for loss or damages, however arising, shall not exceed the value of the Goods which are the subject of the claim and in no circumstances will 9to5Lab / Travel9to5 be liable where notice of a claim is not provided within 10 working days of delivery of the Goods.

11 Intellectual property

11.1 All Intellectual Property rights and interests owned or used by 9to5Lab / Travel9to5 in connection with its business belong to or are licensed to 9to5Lab / Travel9to5. You may not use any of the Intellectual Property without the written permission of 9to5Lab / Travel9to5, except as otherwise provided for in clauses 11.2 to 11.3.

11.2 You undertake to use the Brand Name and, if required by 9to5Lab / Travel9to5, Logo when advertising Goods supplied by 9to5Lab / Travel9to5 and anywhere where the Goods are described or named including on websites, labels and invoices.

11.3 9to5Lab / Travel9to5 grants you a personal, non-exclusive, non-transferable, and non-assignable license to use the brands associated with 9to5Lab / Travel9to5, their Names and Logos for the purposes of clause 11.2 above.

11.4 You must not use or permit the use of the Brand Name or Logo in any manner that would be detrimental to or inconsistent with the good name, good will, reputation and image associated with the Intellectual Property or 9to5Lab / Travel9to5.

11.5 You must obtain 9to5Lab / Travel9to5’s prior written approval of the manner in which you intend to use the Brand Name and (if applicable) Logo.

11.6 The licence in clause 11.3 may be revoked by 9to5Lab / Travel9to5 by written notice to you.

12 Amendments

12.1 These terms and conditions may be amended or replaced from time to time by 9to5Lab / Travel9to5. Any order placed after such amendment is made and placed on this website will represent an agreement by you to be bound by the amended terms and conditions.

13 Termination

13.1 9to5Lab / Travel9to5 may terminate this agreement with immediate effect by giving written notice to you if:

1. you have failed to comply with a written notice given by 9to5Lab / Travel9to5 specifying a breach of the agreement and requiring you to remedy it within 14 days; or

2. being an individual, you are made bankrupt; or

3. being a company, you are placed in liquidation or receivership.

13.2 On termination 9to5Lab / Travel9to5 shall have the right to deal with the Goods at its absolute discretion.

14 Sale of Goods and Consumer Guarantees

14.1 To the extent permitted by law, none of the Sale of Goods Act 1908, the United Nations Convention on Contracts for the International Sale of Goods (1980), or the Sale or Goods (United Nations Convention) Act 1994 will apply to any order made by you.

14.2 You acknowledge that you are acquiring the Goods for the purposes of trade or business and that the provisions of the Consumer Guarantees Act 1993 therefore do not apply to the supply of Goods by 9to5Lab / Travel9to5.

15 Governing law

15.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of 9to5Lab / Travel9to5’s home jurisdiction. The Courts have exclusive jurisdiction to hear and determine any matter, which may arise out of or in connection with these Terms and Conditions.

16 Severability

16.1 Each clause in these terms is severable and if any clause is held to be illegal or unenforceable then the remaining clauses will remain in full force and effect.

17 Minimum advertised price

17.1 MAP pricing for Goods supplied by 9to5Lab / Travel9to5 can be found on our price list. All advertised prices must be at or above MAP if a MAP price has been established by 9to5Lab / Travel9to5.

You are responsible for ensuring the pricing for our Goods is at or above MAP on internet search engines. You are free to set the actual resale price of any product as long as it is at or above MAP price given the most recent publication of the price list.

From time to time, 9to5Lab / Travel9to5 may permit You to advertise MAP Goods at prices lower than the MAP price. In such events, 9to5Lab / Travel9to5 reserves the right to modify or suspend the MAP price with respect to the affected products for a specified period of time by providing advance notice to all resellers of such changes.

18 Online marketplaces

18.1 You shall NOT promote, market, advertise, offer to sell or sell any product on or through any online marketplace or auction service (e.g. Ebay, Amazon Marketplace or similar websites), except as may be expressly consented to by 9to5Lab / Travel9to5 in writing and in advance and it being understood that 9to5Lab / Travel9to5 may withdraw its consent at any time.

19 Interpretation

· “Brand Name” means “Travel9to5”, “9to5Lab”, “The Tech Wrap”, “Photography Playing Cards”, “The Tech Case” or any other brand name as notified in writing by 9to5Lab / Travel9to5 from time to time.

· “Force Majeure” means any of the following events or occurrences and the effects thereof: fire, storm, flood, earthquake, landslide, explosion, accident, act of a public enemy, war, rebellion, insurrection, riot, civil commotion, sabotage, epidemic, quarantine restrictions, labour disputes, transportation embargoes, national or international oil or fuel shortage, acts of God, acts of government or any agency or judicial action.

· “Goods” means any goods supplied by 9to5Lab / Travel9to5 from time to time, including (but not limited to) photography accessories and playing cards.

· “Intellectual Property” means the content and design of all products and branding, including without limitation, trademarks, copyrights, registered designs, symbols and logos.

· “Logo” means the stylised depiction of the Brand Name as it appears on the website www.travel9to5.com or any other logo as notified in writing by 9to5Lab / Travel9to5 from time to time.

· “Third Party” means any party, other than 9to5Lab / Travel9to5, including suppliers or manufacturers of the Goods.

· “You” means the account holder who places the order for Goods subject to these terms and conditions.

Last updated: 21 Oct 2020