UK Wholesale Terms Of Sale
Version 2026.01
1. Basis of Sale and Incorporation
All orders placed with Blacksmith Store London Ltd, trading as “Service Works” (“we”, “us”, “our”) are subject to these Terms of Sale. No order will be binding upon us unless and until accepted by in writing by us or by delivery of any goods the subject of the order (“Goods”).By placing an order, accepting delivery of Goods, or making payment, the wholesale customer (“you”, “your”) agrees that these Terms of Sale apply. These Terms of Sale shall prevail over any terms proposed or referenced by you unless expressly agreed by us in writing.
We reserve the right to amend any accidental error or omission on quotations, price lists, order forms, order acknowledgements, invoices, credit notes, or similar.
2. Prices and Payment
All prices are quoted in pounds sterling (£) and are exclusive of VAT. VAT will be applied at the prevailing rate at the time of invoicing.. Unless otherwise agreed by us, (i) we shall invoice the Goods on or after dispatch of the Goods and (ii) payment is due thirty (30) days from the date of the relevant invoice.
We reserve the right to withhold, suspend or cancel delivery of Goods where payment terms are not complied with. Where payment terms are repeatedly not met, we reserve the right to require payment on a pro-forma basis or to terminate the trading relationship.
3. Late Payment, Interest and Recovery Costs
Time for payment shall be of the essence. Without prejudice to any other rights, we reserve the right to charge interest on overdue invoices at the statutory rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, together with reasonable compensation and recovery costs incurred in recovering payment.
4. Pricing & Launch Promotion
We have provided recommended retail prices for the Goods. You remain free to set your own resale prices. To protect the brand and the launch of new Goods, you must not include them in any discount or promotional activity for 30 days from delivery.
5. Delivery and Risk
All delivery dates are estimates only and time for delivery shall not be of the essence. Risk in the Goods passes to you upon delivery to your nominated UK address. You must inspect the Goods on receipt and notify us in writing of any shortages, damage or visible defects within a reasonable time and, in any event, no later than five (5) working days from receipt. Failure to notify us within this period shall be deemed acceptance of the Goods.
Catalogues, brochures, advertisements, product images, price lists and our website are illustrative and for information purposes only. Goods may deviate from such information provided the quality or fitness for purpose of the Goods is unaffected.
6. Delivery Charges
Delivery charges are payable in addition to the price of the Goods and will be confirmed at the time of invoicing. Standard UK delivery is charged at £6.00 per carton (approximately 30 units per carton). Pallet delivery is available at £60.00 per pallet. For orders of ten (10) cartons or more, palletisation may be more cost-effective. We reserve the right to vary delivery charges where required due to order size, delivery location or carrier costs.
We are entitled to make partial deliveries or deliver in installments and failure to deliver part only of any order shall not entitle you to reject the Goods.
7. IP, Title and Retention of Ownership
Title to the Goods shall remain with Service Works until payment in full has been received for the Goods and all other sums due from you to us. Until title passes, you shall hold the Goods as our property, store them separately and ensure they remain clearly identifiable as ours. We reserve the right to enter your premises, where lawful, to recover possession of unpaid Goods.
At any time before title to the Goods passes to you, we may: (i) terminate your right to resell the Goods; and (ii) require you to deliver up (or make available to us) all Goods in your possession and control.
Your use of our trade marks and/or logos, including but not limited to in advertising or promotional material, is subject always to our prior written approval.
8. Returns
You may not cancel any order or return any Goods without our prior written authorisation. All authorised returns must be unused, in original condition and original packaging, and returned within the timeframe specified by us. We reserve the right to refuse or reject unauthorised or non-compliant returns, or charge a handling fee of 10% of the invoice value for reprocessing.
9. Marketplace Sales
You are not our agent or distributor. The Goods are intended for sale by you B2C in your own channels.
Service Works is a premium and carefully nurtured brand. In order to protect the reputation, brand value and quality standards associated with the Goods, you may not list, advertise or sell the Goods on any third-party online marketplace (including, but not limited to, Amazon, eBay, Zalando or similar platforms) without our prior written approval. Any approval granted may be subject to conditions (including but not limited to in respect of brand presentation, customer service, product information and after-sales support) and may be withdrawn at any time. Unauthorised marketplace selling may result in suspension of supply, withdrawal of credit terms or termination of the trading relationship.
10. Liability
9.1 Nothing in these Terms limit any liability for: (a)death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot legally be limited.
9.2 Subject to clause 9.1, our liability in respect of any claim arising from the supply of Goods shall be limited to the invoice value of the Goods giving rise to the claim. We shall not be liable for any indirect or consequential loss, loss of profit, loss of sales or business, or loss of goodwill.
11. Termination
We reserve the right to suspend supply or delivery of the Goods or terminate the trading relationship with immediate effect where you: (i) fail to comply with these Terms of Sale, including (without limitation) failure to make payment when due or unauthorised marketplace selling or (ii) you are subject to any act of bankruptcy, liquidation, receivership, administration or other insolvency event.
We shall not be liable for any delay or failure in the performance of our obligations for so long as and to the extent that such delay or failure results from a force majeure event (being include war or any other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, acts of God, strike lock-out or other industrial disputes or shortage of materials or our inability to procure materials or supplies). On the occurrence of any such event, we may at our discretion, perform, suspend performance of or terminate your order.
12. General
Entire Agreement. These Terms of Sale constitutes the entire agreement between the parties.
Variation. No variation of these Terms of Sale shall be effective unless it is in writing and signed by the parties.
No Waiver. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
Severance. If any provision or part-provision of these Terms of Sale is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Terms of Sale.
13. Governing Law and Jurisdiction
These Terms of Sale shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.