BlinkBetter Wholesale Terms

These Wholesale Terms apply to the supply of BlinkBetter products by AND Healthcare Ltd (the Supplier) to an approved business customer (the Buyer) through BlinkBetter Trade. BlinkBetter is a trademark owned by AND Healthcare Ltd, and Products are supplied under that trademark. They apply to orders accepted on or after the effective date above. The general BlinkBetter Trade Terms and Conditions, Privacy Notice and Cookies Policy also apply. If a specific written agreement or an accepted order conflicts with these terms, the specific agreement or accepted order applies for that transaction.

1.1 Buyer means the legal entity named on the approved trade account and any person it properly authorises to use that account.

1.2 Products means the BlinkBetter products made available to the Buyer through the trade portal, together with their packaging, labelling and instructions.

1.3 Approved Premises means the UK physical business address or addresses recorded and approved for the Buyer. An additional premises, pop-up, concession or market requires written approval before Products are sold there.

1.4 Permitted Channel means a sales channel expressly approved for the Buyer's account. Standard approval is in-person sale to End Consumers from the Approved Premises. Online, remote, social-media, marketplace, professional-service, direct-to-patient, business-to-business, distribution or wholesale channels are permitted only when specifically approved in writing or recorded as approved account permissions.

1.5 End Consumer means an individual buying Products for personal use and not for resale, supply or distribution.

1.6 UK means the United Kingdom.

2.1 Trade supply is for genuine UK businesses operating the type of premises and sales activity described in their application. The Buyer must provide accurate, current and complete information and promptly tell the Supplier about a material change.

2.2 Approval gives access to the trade portal and the permissions stated by the Supplier. It does not promise that any Product will always be available, that an order will be accepted, or that a particular price or credit facility will continue.

2.3 The Supplier may request reasonable verification, refuse an application or decline supply where eligibility, stock, product safety, security, legal or commercial requirements are not met.

2.4 The Buyer must not share portal credentials or permit an unauthorised person to place an order. The Buyer is responsible for activity carried out through its authorised account, subject to the Supplier's responsibility for its own security failures.

3.1 A basket or order request submitted through BlinkBetter Trade is a request for supply, not acceptance by the Supplier. The Supplier may review stock, pricing, delivery, account permissions and compliance before accepting it.

3.2 An order becomes binding only when the Supplier sends an order confirmation, approved proforma or other written acceptance. Until then, the Supplier may ask for changes or decline the request without liability for unaccepted supply.

3.3 Products are ordered in the units shown in the portal. Any product-specific minimum quantity, order increment, pack size or availability rule displayed in the portal forms part of the order.

3.4 The Supplier may correct an obvious error or cancel an unaccepted order where a Product, price, quantity, delivery charge or availability was displayed incorrectly. If an accepted order cannot reasonably be fulfilled, the Supplier will notify the Buyer and refund any amount paid for the affected unfulfilled Products.

3.5 An accepted order may be cancelled or changed only with the Supplier's written agreement. The Supplier will act reasonably when considering a request made before dispatch.

4.1 Prices and any delivery charge are the amounts shown on the accepted order or proforma. Unless stated otherwise, prices are exclusive of VAT and VAT is charged at the rate applicable on the tax point.

4.2 Portal prices may change before acceptance. A price list or quotation is valid only for the period stated on it. The Supplier may correct obvious pricing errors and may pass on a change required by VAT, law or a mandatory regulatory cost, with notice where practical.

4.3 The payment terms shown on the accepted proforma apply. The default is payment in full in cleared funds before dispatch. If the Supplier offers a deposit, balance or other split arrangement, each amount is due on the dates stated in the proforma.

4.4 The Buyer must pay undisputed amounts by the due date and must raise a genuine invoice or delivery dispute promptly with reasonable details. The Buyer must not deduct or set off an amount that is not agreed or finally determined, but nothing in this clause removes a right that the law does not allow the parties to exclude.

4.5 Where a business payment is late, the Supplier may claim statutory interest and reasonable recovery costs available under applicable late-payment legislation, unless the parties have agreed a different remedy in writing.

5.1 Delivery is to an Approved Premises or another address confirmed by the Supplier in writing. The Buyer must provide a safe, accessible delivery location and accurate delivery information.

5.2 Dispatch and delivery dates are estimates unless the Supplier expressly agrees a fixed date in writing. The Supplier may make a reasonable partial delivery where Products are available separately and will identify any balance still due.

5.3 Risk in Products passes to the Buyer when they are delivered to the agreed address, or when delivery is delayed because the Buyer did not provide access or accurate instructions.

5.4 Ownership of Products remains with the Supplier until the Supplier has received cleared payment in full for those Products and all other sums then due under the relevant accepted order. Until title passes, the Buyer must keep the Products identifiable, insured where appropriate and free from any charge or security interest.

6.1 The Buyer must inspect Products promptly after delivery. It must notify the Supplier in writing within seven calendar days of any shortage, transit damage or defect that a reasonable inspection should reveal, including photographs or delivery evidence where relevant.

6.2 The Buyer must notify the Supplier promptly after discovering a hidden defect. A missed notification deadline does not remove rights relating to defects that could not reasonably have been discovered within that period or any statutory right that cannot be excluded.

6.3 The Supplier will investigate a valid claim and may, where appropriate, replace the affected Products, correct a shortage or issue a credit or refund for the affected wholesale price. The Supplier may require reasonable evidence and return authorisation before arranging a return.

7.1 The Supplier does not accept returns of correctly supplied, saleable Products merely because they are surplus, unsold or no longer required, unless it agrees otherwise in writing.

7.2 Returns are accepted only with the Supplier's written authorisation, normally for Products supplied in error, damaged before risk passed, or defective. Returned Products must be securely packaged and must not have been tampered with, relabelled or stored contrary to the instructions.

7.3 The Supplier will choose a proportionate remedy permitted by law, which may include replacement, repair, credit or refund. This does not limit any non-excludable legal right.

8.1 The Buyer must store, handle and display Products in accordance with the product label, instructions and any reasonable Supplier guidance, including keeping them cool, dry and away from direct sunlight where the label requires it.

8.2 The Buyer must use proper stock rotation and must not sell Products after their expiry or use-by date, or where packaging, tamper evidence or labelling is damaged or incomplete.

8.3 The Buyer must not repackage, decant, relabel, bundle, split a sealed pack, tamper with, alter or obscure a Product, its packaging, batch code, expiry information, warnings, instructions or other required labelling.

9.1 The Buyer may sell Products only through its Permitted Channels and from the Approved Premises recorded for its account. The Buyer must not move Products to an unapproved location or channel without prior written approval.

9.2 Unless the Supplier has specifically approved the relevant channel, the Buyer must not list, advertise, offer, sell or take payment for Products through a website, marketplace, app, social-media shop, messaging service, telephone or other remote channel. This includes the Buyer's own website and services such as Amazon, eBay, Etsy, TikTok Shop, Facebook Marketplace and social-media checkout.

9.3 The Buyer must not resell, supply, distribute or transfer Products to another retailer, pharmacy, clinic, wholesaler, distributor, marketplace seller or other business or person for resale or onward distribution. It must not export Products or sell to a person it knows or reasonably suspects intends to resell, distribute or export them, unless the Supplier has agreed a separate written distribution arrangement.

9.4 On reasonable request, the Buyer must provide information or evidence needed to confirm compliance with this clause, such as the Approved Premises and active sales channels. A breach of this clause is a material breach because it may damage product safety, traceability, pricing or brand controls.

10.1 BlinkBetter names, marks, product names, images, copy and goodwill belong to the Supplier or its licensors. The Buyer receives a limited, non-exclusive and revocable permission to use approved materials only to market and sell Products through its Permitted Channels.

10.2 The Buyer must not alter supplied artwork, make misleading or unapproved health or medical claims, imply that it is the Supplier, or use the BlinkBetter name in a domain, social-media handle or business name without written permission.

10.3 The Buyer must comply with applicable advertising, product, labelling, consumer-protection and professional requirements and must stop using any material the Supplier reasonably identifies as inaccurate, unsafe or non-compliant.

11.1 The Buyer must promptly notify the Supplier of a serious complaint, suspected adverse reaction, counterfeit, diversion, product defect or safety concern and preserve relevant batch and customer information.

11.2 If the Supplier issues a safety notice, withdrawal or recall, the Buyer must stop affected sales, quarantine the affected stock, keep reasonable records and follow the Supplier's instructions. The parties will cooperate in a proportionate way to protect customers and trace Products.

12.1 The Supplier warrants that, on delivery, Products will materially conform to their description and be of satisfactory quality to the extent required by law. The remedies in clause 6 apply to valid non-conformity claims, subject to non-excludable rights.

12.2 Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, faulty or misdescribed goods, breach of title, or any liability that the law does not allow the parties to exclude or limit.

12.3 Subject to clause 12.2, neither party is liable to the other for indirect or consequential loss, or loss of profit, revenue, business or goodwill, to the extent permitted by law. The Supplier's total aggregate liability arising from an affected order is limited to the direct loss reasonably incurred and the amount paid or payable for the affected Products, except where a higher liability is required by law.

13.1 Either party may end the trade account by written notice, but ending an account does not cancel an accepted order or remove amounts already due unless the parties agree otherwise.

13.2 The Supplier may suspend or restrict supply immediately where it reasonably believes there is a material breach, non-payment, an unapproved channel or premises, a product-safety or traceability risk, fraud, a security risk or a legal requirement. The Supplier will give notice and an opportunity to provide relevant information where that is reasonably safe and practical.

13.3 The Supplier may terminate supply by written notice if the Buyer does not remedy a material breach within a reasonable period, or immediately where the breach concerns safety, fraud, unauthorised resale or an unapproved channel and cannot reasonably be remedied.

13.4 Clauses concerning payment, title, confidentiality, intellectual property, product integrity, liability and any rights accrued before termination continue after the account ends.

14.1 Each party must protect the other's non-public commercial information and use it only for the trade relationship. This includes portal credentials, price lists, discounts, forecasts, account information and non-public product or business information.

14.2 This duty does not apply to information that is public without breach, already lawfully known, independently developed, or required to be disclosed by law or a regulator. Information may be shared with professional advisers and staff who need it and are bound by confidentiality.

15.1 The Buyer must not assign or transfer an accepted order or trade account without the Supplier's written consent. The Supplier may use group companies or service providers to perform the contract while remaining responsible for its obligations.

15.2 These terms, the accepted order, the relevant product information and any written account permissions form the agreement for the relevant supply. A variation must be agreed in writing by an authorised representative, except that the Supplier may update terms for future orders by publishing a new version and giving reasonable notice.

15.3 If a provision is invalid or unenforceable, it will be read down to the minimum extent needed and the remaining provisions will continue. A failure to enforce a right is not a waiver of that right.

15.4 A person who is not a party to the agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999, except where the agreement expressly says otherwise.

15.5 These terms and any accepted order are governed by the law of England and Wales. The courts of England and Wales have jurisdiction, subject to any mandatory jurisdiction or protection that the law gives the Buyer.