Vendor Terms & Conditions

Please read these Vendor Terms & Conditions carefully.

 

By accepting this Agreement on behalf of the applicant vendor named in the online application form for participation in the Online Vendor Program (the “Vendor”), you acknowledge and signify the Vendor’s acceptance and agreement, without limitation of qualification, to be bound by this Agreement, and you represent and warrant that you have the legal authority to submit the application and to sign and agree to this Agreement on behalf of the Vendor. If the Vendor does not agree with each provision of this Agreement or you are not authorized to sign and agree to this Agreement on behalf of the Vendor, then you may not submit an application on behalf of the Vendor or sign this Agreement on behalf of the Vendor. Handpicked CBD Limited is not obligated to accept the Vendor’s application, and this Agreement will not be effective unless and until Handpicked CBD Limited accepts the Vendor’s application.

1. RECITALS: Vendor and Handpicked CBD Limited (“HCBD”) are entering into this Online Vendor Agreement (the “Agreement”) to set forth the terms and conditions applicable to the Vendor’s offer to sell products (the “Products”) to end consumers (the “Customers”) through HCBD’s sales channels.

2. AGREEMENT GOVERNS: Unless otherwise agreed to in writing between the parties, all Product purchase orders placed by Customers with the Vendor through HCBD are subject to the terms of this Agreement, even if: (a) do not reference this Agreement; and (b) there are conflicting, inconsistent or additional terms in the Vendor’s acceptance or confirmation documentation or any of the Vendor’s standard forms or agreements, whether or not signed, used, acknowledged or otherwise accepted by HCBD, either before or after the date of this Agreement.

3. PURCHASING OBLIGATIONS: HCBD will have no obligation or liability to find Customers for all or any particular volume of any type of Products from the Vendor. HCBD does not guarantee any particular number or type of Customer purchase orders with the Vendor. HCBD will not be liable to the Vendor for loss of business or revenues, or excess inventory, if Customer purchase orders via HCBD do not meet the Vendor’s expectations.

4. VENDOR CONTENT: Vendor should provide Product information relating to the Products, including, Product specifications, facts, images, and other textual, graphical, multimedia or other content regarding the Products (“Vendor Content”). Vendor hereby grants HCBD a license to exhibit, reproduce without modification, publish, publicly perform and transmit via the Internet such Vendor Content for the purpose of advertising and promoting the Products. Vendor shall not make any medical claims associated with the Product.

5. BRAND NAME USAGE: HCBD will be entitled to make reasonable non-exclusive use of the trademarks and trade names associated with the Products (the “Marks”), for purposes of HCBD's normal product marketing, advertising, servicing and sales activities. Upon termination of this Agreement, HCBD's use of Vendor’s trademarks shall cease at that time.

6. COMPETITIVE PRODUCTS: The Vendor acknowledges that HCBD markets and sells a wide variety of goods, many of which are competitive with the Products. HCBD's relationship with the Vendor will not restrict any such marketing and sales activities by HCBD.

7. INVOICING, PAYMENTS AND COMMISSION: Upon payment and acceptance of each customer order, HCBD will invoice the customer on behalf of the Vendor for all amounts due, including but not limited to the sales price, shipping and applicable taxes. If the Vendor is VAT registered and is obliged to charge VAT on sale of the purchased products, HCDB will collect any VAT due from the customer, using the VAT number supplied on the . HCBD will pay all amounts received on behalf of the Vendor to an account designated by the Vendor, subject to deduction of HCBD’s fees and charges (and applicable taxes) as follows:

  • 30% sales commission, or other commission agreed in writing, calculated on the full sale price.
  • Any payment processing charges levied by HCBD’s payment provider

The vendor can request a withdrawal of net receipts owed at any time via the HCBD vendor portal. HCBD undertakes to transfer net receipts to the Vendor within 1 working day of withdrawal request from the Vendor.

Under this agreement, HCBD is acting as self-billee and hereby agrees:

  • To issue self billed invoices for all services provided to the self-biller (the Vendor).
  • To complete self-billed invoices showing HCBD’s name, address and VAT registration .

The Self-biller (the Vendor) agrees:

  • To accept invoices raised by the self-billee on their behalf until further notice.
  • To notify the customer immediately if they change their VAT registration number, cease to be VAT registered; or sell their business or a part of their business.

8. INDEPENDENT CONTRACTOR – NO AGENCY: Neither Party will be deemed to be the employee, representative, agent, joint venturer or partner of the other Party for any purpose. Neither Party has the authority to obligate or bind the other, or to incur any liability on behalf of the other, nor to direct the employees of the other

9. CONFIDENTIALITY: This Agreement and any information marked as confidential or, regardless of form (written/electronic/oral) or marking, is of the nature that a reasonable person would understand its owner would not want it disclosed to the public will be considered to be Confidential Information. Further, Confidential Information will also include (a) any document or data transaction between the parties; (b) matters of a technical nature such as trade secret processes or devices, know-how, data, formulas, inventions (whether or not patentable or copyrighted), specifications and characteristics of products or services planned or being developed, and research subjects, methods and results, (c) matters of a business nature such as information about costs, profits, pricing, policies, markets, sales, suppliers, customers (e.g., names and addresses), product plans, and marketing concepts, plans or strategies, (d) matters relating to project initiatives and designs, (e) matters of a human resources nature such as employment policies and practices, personnel, including individual names, addresses, and telephone numbers; compensation and employee benefits, (f) other information of a similar nature not generally disclosed to the public. Each party agrees not to disclose Confidential Information except to employees, or a third-party subject to a similar confidentiality agreement, which have a need to know to perform their responsibilities. Each party agrees to take at least the same precautions to protect Confidential Information as such party would utilize to ensure the protection, confidentiality and security of its own confidential information. Vendor warrants that it will not use any information provided by HCBD in connection with this Agreement to market directly to HCBD customers. Upon the expiration or earlier termination of this Agreement, this Section shall survive.

10. REPRESENTATIONS/WARRANTIES: The Vendor represents and warrants to HCBD that: (a) the Products and Vendor Content delivered to Customers do not infringe any patent, trademark, copyright or other proprietary rights; and (b) the Products will be free from defects in material and workmanship, and will be fit and safe for the use(s) normally and reasonably intended; (c) the Products are of merchantable quality and will perform in conformance with specifications; (d) it will provide a manufacturer’s warranty to end-users of the Products that is generally consistent with or superior to industry standards; and (e) Products offered do not violate any applicable UK laws.

11. INSURANCE: The Vendor will, at the Vendor’s own expense, maintain comprehensive general liability insurance including, without limitation, product liability insurance, all risks coverage, and business interruption insurance in customary amounts for the industry and Products sold. There shall be no exclusions for Nicotine products. At the request of HCBD from time to time, the Vendor will provide HCBD with a certificate of insurance as evidence of the above.

12. SHIPPING AND RETURNS TERMS: Vendor agrees to process and ship all Customer orders within one (1) business day in accordance with Customer’s designated method of shipping. Vendor must set their own shipping methods and shipping pricing prior to listing any Products on HCBD. Vendor should also set their own Returns policies, in the absence of such policies the standard HCBD Returns Policy will apply.

13. DAMAGED PRODUCT: The Vendor agrees to replace, at their own cost including shipping, any damaged or nonconforming Products. Such replacements shall be shipped within two (2) business days of notification form HCBD’s customer service department or notification from the .

14. TERMINATION: This Agreement may be terminated by either party at any time upon 30 days prior written notice to the other. This Agreement may be terminated immediately by either party upon written notice to the other if the other party: (a) is wound-up or dissolved or otherwise ceases to carry on business; (b) becomes bankrupt or insolvent; (c) makes an assignment for the benefit of its creditors or proposes a composition or arrangement with its creditors generally.

15. GOVERNING LAW; JURISDICTION: This Agreement will be governed in accordance with the laws of England and Wales and you are deemed to have submitted to the non-exclusive jurisdiction of the courts of England and Wales to resolve any disputes which may arise hereunder.

16. ASSIGNMENT: This Agreement may not be assigned by the Vendor either directly or indirectly, by operation of law or otherwise, without the prior written consent of HCBD, and any attempt to do so will be void and of no effect.

17. NOTICES: All notices, requests, demands and other communications which are required or may be given under this Agreement will be in writing, including email, and will be deemed to have been duly given if hand-delivered or mailed by either registered or certified mail, return receipt requested, or by a nationally recognized overnight courier service, receipt confirmed, or by email to each respective party’s designated email address. In the case of notices via first-class mail or courier service, notices will be deemed effective upon the date of receipt. Notices will be addressed to the parties as set forth below, unless either party notifies the other of a change of address, in which case the latest noticed address will be used: Notices to HCBD Email: support@handpickedcbd.com. Notices to Vendor: will be sent to the address or email listed on the Vendor Registration Form.

18. COMPLIANCE WITH ALL LAWS: In providing the Products and Vendor Content to HCBD and performing its other obligations under this Agreement, the Vendor will comply with all applicable laws.

19. INDEMNITY: The Vendor will indemnify and save HCBD, its parent, subsidiaries and affiliates, and their respective customers, employees, directors, officers and agents harmless from and against all costs, expenses (including legal fees), damages, actions, causes of action, suits, claims, liabilities and judgments, which may be suffered or incurred by them, relating to (a) Vendor’s breach of this Agreement, including but not limited to its representations and warranties; (b) acts or omissions of Vendor relating to the Products which includes, but is not limited to claims that the Products, or use thereof, caused personal injury, death, or real or personal property damage; (c) a Product recall, whether or not initiated by Vendor; (d) claims that the Products or any Vendor Content provided by Vendor or its agents infringes, misappropriates or injures a third party’s intellectual property or proprietary rights; (e) false or misleading Product specifications or other Vendor Content provided to HCBD to promote and sell the Products; (f) non-compliance with any laws, rules or regulations. If a claim by a third party is made against HCBD, HCBD will promptly notify Vendor of such claim but failure to give timely notice will not affect HCBD’s rights provide the failure does not adversely affect vendor’s ability to defend such claim. Vendor will assume the defense thereof, with counsel selected by Vendor and reasonably satisfactory to HCBD. Vendor will have control of the defense of any such action (other than administrative, criminal or quasi-criminal proceedings), including any appeals and negotiations for the settlement or compromise thereof and will have full authority to enter into a binding settlement or compromise; provided that, Vendor will not enter into any settlement or compromise which may adversely affect HCBD without the HCBD’s consent, which consent will not be unreasonably withheld.

20. MODIFICATION: HCBD shall be permitted to modify, amend, supplement, delete, or otherwise change this Agreement upon 30 days notice to Vendor. Notice may be provided via mail, electronic mail, or notification on Vendor’s online portal. Vendor’s acceptance of any orders after the lapse of the 30 day notice period shall serve as Vendor’s acceptance of the modified agreement.