This in-store annex forms part of the Terms & Conditions (for Sellers) between the Seller, Wolf & Badger Limited and Wolf & Badger US Inc available at wolfandbadger.com/pages/sellerterms/, but applies between the Seller and: (i) Wolf & Badger NY LLC if the Seller exhibits in W&B’s New York City store; and (ii) Wolf & Badger Limited if the Seller Exhibits in W&B’s London store. References to “W&B” in this in-store annex shall mean the relevant Wolf & Badger entity.
1.1. This in-store annex to the Terms and Conditions shall:
1.1.1. start on the date the Seller agrees to them (the “Commencement Date”); and
1.1.2. continue for an initial period of 3 months, and renew automatically for successive 3 month renewal periods, until: (i) the Seller gives at least 30 days’, or W&B gives at least 14 days’, written notice to the other to terminate this in-store annex on the expiry of the then-current renewal period; or (ii) termination of the Terms and Conditions. Prior to renewal of this in-store annex, any increase in the Charges in accordance with paragraph 3.2 shall be discussed.
1.2. On termination of this in-store annex, the right to display the Products terminates automatically, W&B is entitled to remove Products from the Allotted Space immediately and the Seller will (subject to paragraph 3.6 of this in-store annex) have 14 days to collect the Products from the Premises. Should the Seller fail to collect the Products within 14 days of the termination of this in-store annex, subject to the lien in paragraph 3.6 below, W&B will send the Products at its sole discretion and convenience, to the Seller and at the Seller’s sole cost and expense.
2. RIGHT TO DISPLAY STOCK
2.1. W&B grants the Seller the right to:
2.1.1. use the space determined by W&B (the “Allotted Space”) to exhibit and sell the products which meet the requirements of W&B from time to time and which W&B has approved for in-store sale (the “Products”); and
2.1.2. enter the Premises (itself or via authorised individuals) to replenish the Products, subject to prior approval of W&B which shall not be unreasonably withheld. W&B reserves the right to confirm the identities of any representative of the Seller before granting access to the Premises.
2.2. W&B reserves the right to refuse to display the Products in the Premises until the Seller has completed and submitted to W&B all reasonable documentation required by W&B, confirming the Products that will be sold in the Premises (the “Documentation”).
3.1. The Seller shall pay to W&B:
3.1.1. on the first day of each month, the monthly in-store display fee notified to the Seller (which shall be collected by W&B automatically via bank card charge). Such amount shall be pro-rated if this in-store annex begins part way through a month; and
3.1.2. the Store Fulfilment Charge for each online sale that is fulfilled with store stock.
3.2. W&B shall be entitled to increase the Charges provided it gives at least 28 days’ prior written notice to the Seller. Such increase shall take effect on the next renewal of this in-store annex (if any).
3.3. If any sums owed by the Seller are overdue, the Seller will pay interest to W&B on the amount (calculated from the date on which payment was due until it is paid) outstanding plus the Late Payment Fee.
3.4. W&B shall pay the Seller within 7 days of the Statement Date, the amount payable to the Seller associated with in-store sales (being the Net Price of the sale of Products during that Statement Period) less the Charges (save that the relevant Price and Commission Fee for this in-store annex shall apply to the Products rather than the Website Products). For the purposes of this in-stock annex, for the definitions of Net Price, Commission Fee and Price, all references to Website Product(s) shall refer to Products and all references to Website shall refer to Premises.
3.5. W&B shall be entitled to deduct from the amounts payable to the Seller:
3.5.1. any arrears owing to W&B pursuant to paragraph 3.1;
3.5.2. any unpaid Additional Charges incurred; and/or
3.5.3. any amounts paid by the W&B to the Customer in respect of any full or partial refund.
3.6 W&B reserves the right to remove Products in the Premises where the Seller fails to pay any amounts due by Seller to W&B under the Terms and Conditions, until such time as payment has been made. Notwithstanding the foregoing, where the Seller fails to pay W&B any amounts payable: (i) under the Terms and Conditions within 30 days following the date on which the amounts became due; or (ii) on termination of this in-store annex, as security for the payment and discharge of all such amounts (“Secured Liabilities”), the Seller agrees that W&B shall take security by way of a general lien on all Products in the Premises until the satisfaction of all Secured Liabilities of the Seller owed to W&B.
4.1. W&B shall use its reasonable endeavours to ensure:
4.1.1. the Premises contain a variety of high quality products from talented fashion, jewellery, accessories and product designers;
4.1.2. the Allotted Space contains only Products of the Seller, and identifies the name of the Seller (in a manner to be determined by W&B);
4.1.3. at least two members of its staff are at the Premises during its usual opening hours (the “Exhibition Hours”);
4.1.4. that all enquiries, correspondence and complaints are referred to the Seller in connection with the Products;
4.1.5. the Premises are protected with an appropriate security system, including CCTV;
4.1.6. that the structure of the Premises is insured against all usual commercial risks (to be determined at W&B’s absolute discretion); and
4.1.7. that the Premises are open for viewing by members of the public during the Exhibition Hours.
4.2. W&B shall display on the Designer Dashboard the Products sold, the Net Price at which they were sold, the Charges associated with such sales and any relevant Return Charges.
4.3. W&B shall be entitled to vary the Exhibition Hours (either on a temporary or permanent basis) provided that the Exhibition Hours are not materially different from the previous Exhibition Hours.
4.4. The Product(s) shall be sold by W&B, acting in its capacity as disclosed agent for tax purposes, on behalf of the Seller subject to the terms of this agreement. For the sake of clarity, W&B and the Seller understand that the relationship between W&B and the Seller hereunder is not subject to the scope of the Commercial Agents (Council Directive) Regulations 1993 (as amended) or any similar law or regulation applicable to commercial agents, and no compensation and/or indemnity shall be payable by the Seller to W&B in respect thereof in the event of expiration of termination of this agreement.
5. SELLER OBLIGATIONS
5.1. Seller shall comply (and shall ensure the Products comply) with:
5.1.1. all applicable laws, statutes, regulations and codes from time to time in force, and do not cause a nuisance;
5.1.2. any rules, regulations and bylaws which W&B or any local authority or local fire authority may make governing the use of the Premises or any part thereof; and
5.1.3. all appropriate licences and consents in respect of the Products and as required for W&B to display the Products in the Allotted Space.
5.2. To ensure consistency, the Price of the Products shall always be the same as the Website Products in all circumstances, regardless of taxes, duties, fees or shipping and handling fees which are applied to the Website Products.
5.3. All sums payable by the Seller under these Terms and Conditions are exclusive of any value added tax or other sales tax that may be chargeable. The Seller shall pay value added tax or any other sales tax in respect of all taxable supplies made to it in connection with these Terms and Conditions where due on the due date.
5.4. W&B is acting as a disclosed agent for the Seller regarding the sale of the Product(s). It is the Seller’s responsibility to account for and remit any value added tax due on any sales of the Product(s) to the appropriate tax authority. W&B shall not be liable for the Seller’s failure to remit to the appropriate tax authority any value added tax due on the sale of the Product(s) to Customers.
5.5. Seller shall not do anything that causes W&B to lose any licence, consent or permission it relies on to conduct its business (and the indemnity in clause 13 of the Terms and Conditions shall apply in this in-store annex as if the Products were the Website Products).
5.6. W&B shall exhibit the Products on behalf of the Seller from the Allotted Space, and Seller shall not put any fixtures or fittings or any other material, products or objects into the Allotted Space other than small display stands and decoration as approved at W&B’s absolute discretion.
5.7. Seller shall ensure that (and W&B shall at its discretion immediately remove) any Products from the Allotted Space which are illegal, immoral, infringe intellectual property rights or which may become a nuisance, or disturb W&B or any other occupiers of the Premises.
6.1. W&B shall determine the amount of Products to be stored as Stock at the Premises and provide the Seller with written confirmation of the amounts of Product.
6.2. W&B shall as soon as reasonably practicable, when a Product has been sold place another Product from Stock in the Allotted Space.
6.3. Seller shall provide Products accompanied with Documentation to be stored as Stock to the Premises on an ongoing basis throughout the term of this in-store annex, to ensure that any Products sold can be replaced by W&B such that the Allotted Space remains appropriately stocked.
6.4. W&B shall pay the Seller for Product that has gone missing whilst in W&B’s possession provided the Seller has completed and submitted to W&B:
6.4.1. the Documentation prior to Products arriving at the Premises; and
6.4.2. a completed claim form.
6.5. W&B’s liability under paragraph 6.4 of this in-store annex shall be subject to Clauses 14.2 and 19.2 of the Terms and Conditions.
7. EXCLUSION OF WARRANTY
7.1. Seller acknowledges that it has had the opportunity to assess the Allotted Space for its suitability to exhibit the Products. Nothing in this in-store annex operates as a warranty or other commitment on behalf of W&B that the Allotted Space is fit for purpose, can be lawfully used, or is physically suitable for the display of Products.