General Terms (“Terms”)

1. Definitions & interpretation

Order: any order for Products through our system;
Delivery Point: the place of delivery in the Order Confirmation;
Products: any products or goods we may supply to you;

Price List: our list of Products at the prices we specify as supplied by us to you from time to time;

Order Confirmation: written confirmation by us of your Order;

You/Yours: the legal entity placing the Order (including its agents);

We/Ours: WD-40 Company Limited; and

Working Days: day other than a Saturday, Sunday, or public holiday in England and Wales.

2. General

2.1 Each Order will be governed by these Terms.

2.2 If you fail to take delivery of any Products, (we may invoice you for Products and charge you for related costs/ expenses.

2.3. Orders must be received at least 3 Working Days before the last day of the month to ensure processing within that month.

3. Acceptance of Products

3.1 You must inspect the Products on or shortly after delivery and must, notify us within 14 calendar days of delivery of any material defect, incorrect type /quantity of Products delivered. Failing which you shall conclusively be deemed to have accepted the Products.

3.2 You shall notify us of any other Product defect immediately upon discovery.  We shall not be liable for any defects unless notified within 4 weeks of delivery and if covered by the Warranty in clause 8. You shall store such Products securely and separately from other Products and shall, at our request, return them to us. You permit us to verify the existence of any alleged defect.

4. Orders

4.1 Each Order form is an offer unless accepted via the Order Confirmation and shall not be changed.  We may reject an Order if it is less than a minimum order type we require.

4.2 Orders are accepted subject to availability and may be fulfilled in one or more instalments. On request, you shall provide us with Product forecasts.

5. Delivery

5.1 Following acceptance we will confirm the expected delivery date(s) and/or time window, we may change this for operational reasons. Time will not be of the essence.

5.2 Delivery shall be at the Delivery Point. You shall be responsible for additional costs if we accept any change to the Delivery Point.

5.3 Depending on the size of an Order there may be reasonable tolerance variations in quantities delivered; you shall only pay for the actual type and quantity delivered.

5.4 The Products as recorded on despatch from our premises shall be conclusive evidence of Products received, unless you provide conclusive evidence to the contrary.

6. Title and Risk in Products

6.1 Risk will pass to you on delivery (or deemed delivery) but title shall not pass until we have received payment in full. In the meantime, you shall hold Products as our bailee/ fiduciary agent and store them (at no cost to us) safely and separately from other products so they are readily identifiable as our property.

6.2 You shall grant us an irrevocable licence at any time to enter premises where Products are stored to inspect or recover or repossess them if you are in default.

6.3 Pending payment, your right to have possession of the Products shall end if the relevant Order is terminated.

6.4 As permitted by law, we may make searches with credit reference agencies in fraud prevention or credit line. We shall be entitled to refuse, vary, or end any credit account.

7. Termination

We may terminate any Order if you are in breach of these Terms; unable to (or reasonably unlikely to) pay your debts or cease trade (or anything analogous the foregoing). Termination is without prejudice to any accrued right or remedies.

8. Warranty.

We warrant the Products shall, on delivery, be free from material defects.

9. Exclusions and Limitations of Liability

9.1 Our sole liability with respect to clause 8 shall be satisfied in full if we, at our option, replace the defective Products within a reasonable time; or grant you a credit equal to the net price of the defective Products.
9.2 We will not be liable under the Warranty or these Terms if you do not: notify us of the defect in accordance with Clause 3; the relevant Products have been altered in any way; or an expiry date has passed; or transportation, storage, installation, handling instructions have not been complied with; or the defect has been caused by you. Only complete packaging units can be returned.
9.3 Neither party shall be liable for any consequential, indirect, incidental, special,

exemplary, punitive or enhanced damages, lost profits or revenues or diminution

in value arising out of or relating to breach of these Terms. Nothing in these Terms limits any liability which cannot legally be limited, under applicable law.

9.4 Neither party shall be in breach of the Terms if such delay or failure results from a force majeure event (i.e., an event, circumstance or cause beyond a party’s reasonable

control). If the period of delay or non-performance continues for six (6) months’, the party not claiming a force majeure event may terminate the Order by giving 30 days’ written notice.

10. Pricing and Payment Terms
    10.1 Prices for Products shall be in the latest Price List and Order Confirmation, including shipping, insurance costs, minimum quantities and INCOTERMS. Prices are exclusive of taxation including VAT, sales tax, plastic tax (if relevant) which shall be payable by you in addition if applicable.
    10.2 We reserve the right at any time to vary the prices of any future non accepted Orders and/or Price Lists; changes will supersede previous prices.
    10.3 Invoices for Products shall be paid within thirty (30) days nett of the date of the invoice, unless agreed otherwise. If you do not pay any amount on the due date for payment, we may, in our sole discretion, without prejudice to our other rights or remedies: charge interest at a rate equal to that set out in the Late Payment of Commercial Debts (Interest) Act 1998; terminate the Order without liability; and/or require you thereafter to pay for Products prior to shipment or delivery.
    11. Credit Limits and Rights to Place Account On Stop
    We may extend credit to you on such terms as we may specify from time to time and may refuse to accept any further Orders and/or suspend delivery of Products to you if you fail to comply with such terms.
11. Resellers and Registration

If you are selling online the terms in Schedule B apply. Terms apply at T&C for Sale of Resellers – WD-40 UK. You shall not seek to have these terms (or any part of it) registered in any commercial agencies registry in the territory in which you are authorised by WD-40 to sell in (“Territory”).or any other country (or in any replacement or equivalent register).

12. Confidentiality and Intellectual Property

12.1 Each party shall not at any time disclose any confidential information concerning the other except to its employees, officers, representatives, contractors, subcontractors or advisers (“Authorised Parties”) on a need-to-know basis for performing each Order. Each party shall ensure that its Authorised Parties comply with this Term.

12.2 You shall not interfere with any of our trademarks (or any other trademarks, symbols, SKU’s, logos) applied to the Products, labels or packaging.

12.3 Nothing in these Terms or otherwise transfers ownership of any intellectual property rights relating to the Products (“IP”) which in each case shall remain vested with us. All goodwill arising from IP shall vest in us solely. You shall not be permitted to create, register or otherwise use any website domains or social media accounts that are not owned by us to advertise, promote and or sell the Products in the Territory or any other country.

12.4 Where necessary, we grant you a limited, non-exclusive, non-transferable, revocable license to use our IP solely for the purposes of promoting, advertising, marketing, and reselling our Products.

12.5 If you acquire any IP by operation of law, or otherwise, such rights are deemed hereby irrevocably assigned to us or our licensors.

12.6 You shall not use any mark, anywhere that is confusingly similar to our trademarks, engage in any action that disparages, dilutes, or reflects negatively on the Products, our brand, or misappropriates our trademark(s) (including the obligation on you to refrain from registering or allowing the registration of any such rights in any country, and to refrain from the use of any other name or trademark in connection with sales of the Products except as may be authorised in writing by us;

13. Miscellaneous

13.1 Save as otherwise provided in the Order Confirmation, it is your obligation at your cost and expense to comply with all applicable laws relating to the possession, transportation, use, import or resale of the Products and to obtain any necessary licences or consents and to comply with any our reasonable instructions (including our safety sheets) and any hazardous and flammable product requirements. Products and warning labels are produced in local languages for distribution in the relevant country only, unless otherwise agreed. This also includes complying with the WD-40 Company Distributor and Supplier Code of Conduct.

13.2 You shall at all times comply with the obligations, including but not limited to the following: a) you shall comply with all applicable export, import, customs, and economic sanctions laws and regulations, including but not limited to those administered by the United States, the United Kingdom, and the European Union, b) you shall ensure that no Products are sold, transferred, exported, or re-exported in violation of such laws, including any embargoes, restrictions, or sanctions imposed by any competent authority, c) you agree to fully comply with all applicable anti-corruption and anti-bribery laws and regulations, including the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and the French Sapin II law, d) you shall not offer, promise, give, or receive bribes, kickbacks, or anything of value intended to influence any act or decision in order to obtain or retain business or secure an improper advantage, e) you shall not engage in any activity that would constitute a facilitation of tax evasion offense under applicable law, including under sections 45(1) and (2) of the UK Criminal Finances Act 2017, f) you shall promptly report to us any request or demand to facilitate tax evasion and shall cooperate with us in complying with applicable legal obligations, g) you shall immediately notify us in writing upon becoming aware of any suspected or actual violation of applicable trade sanctions, export control laws, anti-bribery or anti-corruption laws, or the WD-40 Company Distributor and Supplier Code of Conduct, h) you shall provide full cooperation to us in investigating and responding to any such matters.

13.3 Each party agrees to comply with all applicable laws including anti-bribery, data protection, anti-money laundering, trade controls, anti-trust and workplace laws.

13.4 These Terms and each Order shall be personal to you only, constituting the entire agreement between us, superseding all prior agreements (oral or written and express or implied).

13.5 The laws and courts of England will have exclusive jurisdiction to settle any disputes in connection with these Terms. We retain the right to bring proceedings in any other court of competent jurisdiction, and you irrevocably agree to submit to, the jurisdiction of any such other court.

13.6 Each party acknowledges it does not rely on any statement, warranty representation or assurance that is not set out in the Order.

13.7 Delay or failure in exercising a right/ remedy shall not constitute a waiver.

13.8 If any provision of these Terms is unenforceable, only that Term shall be deemed deleted.

13.9 Any legal notice given to a party under shall be in writing to either party’s registered address, or as set forth in an Order Confirmation by registered mail dating evidence of such receipt.
13.10 These Terms and each Order does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999, or the United Nations Convention for the International Sale of Products.
13.11 You shall not make any statement (whether oral or in writing) in any press release, external advertising, marketing or promotional materials regarding our business or Products unless we agree in writing.

13.12 You shall comply with our reasonable instructions to give effect to these Terms.