Conditions of sale (wholesale)

Last updated: 2026

These conditions apply to all wholesale supply contracts entered into by Ronby Ltd ("Ronby", "we", "us") for the supply of goods to a buyer ("Buyer", "you"), unless agreed otherwise in writing. They are supplemental to and not in conflict with our website terms.

1. Application

These conditions govern any sale of goods by Ronby to the Buyer, whether following an enquiry, quotation, sample, or pre-existing trading relationship. Any terms or conditions submitted or referenced by the Buyer (including in a purchase order) which conflict with these conditions are superseded unless we expressly accept them in writing.

2. Definitions

• Goods — the consumer products supplied by Ronby under a Contract.
• Order — a purchase order issued by the Buyer to Ronby.
• Contract — the contract between Ronby and the Buyer for the sale of Goods, formed when Ronby accepts an Order in writing.
• INCOTERMS — the International Commercial Terms 2020 published by the International Chamber of Commerce.

3. Orders and acceptance

An Order constitutes an offer by the Buyer to purchase Goods on these conditions. A Contract is formed only when Ronby issues a written acceptance of the Order. Quotations and indicative pricing are not binding until accepted.

4. Pricing

Prices are stated in the Contract and exclude VAT, duties, customs charges and freight unless expressly stated. Where freight or duty is included, the applicable INCOTERM will be specified. Ronby reserves the right to adjust pricing on quotations not yet converted to a Contract to reflect changes in costs.

5. Payment terms

Payment terms are stated on each Contract. Default terms are pro-forma payment in cleared funds before dispatch unless agreed credit terms are in place. Late payment is subject to interest at the statutory rate for late commercial payments under the Late Payment of Commercial Debts (Interest) Act 1998, and recovery costs may be added.

6. Delivery

Delivery is made on the INCOTERMS specified in the Contract. Estimated dispatch and delivery dates are commercial estimates; time is not of the essence unless explicitly agreed in writing. Risk passes in accordance with the agreed INCOTERM.

7. Title and risk

Risk in the Goods passes per the agreed INCOTERM. Title in the Goods passes only when Ronby has received cleared payment in full. Until title passes, the Buyer holds the Goods on a fiduciary basis and Ronby may demand their return if payment is overdue.

8. Inspection and acceptance

The Buyer must inspect the Goods on delivery and notify Ronby in writing of any visible damage, shortage or discrepancy within five (5) working days. Failure to notify within this period constitutes acceptance of the Goods as conforming.

9. Returns

Wholesale Goods are not subject to consumer returns rights. Returns are accepted only where the Goods are non-conforming, damaged at the time of risk transfer, or by prior written agreement. Returns must be authorised by Ronby in writing before they are dispatched.

10. Warranties

Ronby warrants that the Goods at the time of dispatch are: (i) of satisfactory quality and fit for their ordinary purpose; (ii) free from material defects; (iii) genuine and sourced from authorised UK suppliers. Ronby gives no other warranties beyond those that cannot be excluded by law. Manufacturers' warranties (if any) pass to the Buyer.

11. Limitation of liability

Nothing in these conditions limits liability for death or personal injury caused by negligence, fraud or any other liability that cannot be limited by law. Subject to the foregoing, Ronby's total aggregate liability under or in connection with each Contract is capped at the price paid by the Buyer for the Goods giving rise to the claim. Indirect, consequential, or pure economic losses (including loss of profit, business, goodwill or anticipated savings) are excluded.

12. Intellectual property

Sale of Goods does not transfer or license any intellectual property rights of Ronby or third-party brand owners. The Buyer must not alter, remove or obscure trademarks, branding, packaging or labelling, and must comply with any restrictions specified by the brand owner.

13. Compliance and end-use

The Buyer warrants that it will comply with all applicable laws in importing, marketing, distributing and selling the Goods in its destination jurisdiction(s), including export controls, sanctions, customs, product safety, labelling, and consumer protection. Goods will not be onward-supplied to sanctioned persons or destinations.

14. Force majeure

Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including acts of government, embargo, war, civil unrest, fire, flood, pandemic, carrier failure, or industrial action affecting performance.

15. Governing law and jurisdiction

These conditions and any Contract are governed by the laws of England and Wales. Each party submits to the exclusive jurisdiction of the courts of England and Wales for any dispute arising under or in connection with them, save that Ronby retains the right to bring proceedings against the Buyer in any jurisdiction where the Buyer is located or holds assets.

16. Entire agreement

The Contract, together with these conditions, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior representations, communications and arrangements.

17. Variation

No variation of these conditions or any Contract is effective unless in writing and signed by an authorised representative of each party.