Terms & Conditions

JDL DISTRIBUTION LIMITED

WHOLESALE TERMS & CONDITIONS

1. Introduction

1.1 These Wholesale Terms & Conditions ("Terms") apply to all sales of goods by JDL Distribution Limited ("JDL", "we", "us" or "our") to wholesale customers ("Customer", "you" or "your").

1.2 By placing an order with JDL, you confirm that you have read, understood and agreed to these Terms.

1.3 These Terms, together with any written quotation, order confirmation or other terms expressly agreed by JDL in writing, constitute the agreement between JDL and the Customer for the supply of goods.

1.4 Any terms proposed by the Customer, including terms contained in purchase orders or other documentation, shall not apply unless expressly accepted by JDL in writing.

2. Wholesale Accounts

2.1 Wholesale accounts are available to businesses and other organisations approved by JDL.

2.2 JDL reserves the right to request information reasonably required to establish the Customer's identity, business status, delivery address and intended use or resale of the goods.

2.3 JDL may approve, refuse, suspend or close a wholesale account at its reasonable discretion.

2.4 The Customer must ensure that all information supplied to JDL is accurate and kept up to date.

2.5 The Customer is responsible for keeping its account details and login credentials secure and must notify JDL promptly of any unauthorised use.

3. Products and Product Information

3.1 JDL will endeavour to ensure that product descriptions, images, specifications and other information provided by JDL are accurate.

3.2 Product images are for illustrative purposes only. Actual products may vary slightly in colour, packaging, labelling or appearance.

3.3 JDL reserves the right to make reasonable changes to products, packaging or specifications where necessary, provided that such changes do not materially affect the nature or performance of the goods ordered.

3.4 The Customer is responsible for ensuring that the products it purchases are suitable for its intended use and resale activities.

4. Prices

4.1 All prices are stated in pounds sterling (£) unless otherwise specified.

4.2 Unless expressly stated otherwise, prices exclude VAT, delivery charges and any other applicable charges.

4.3 VAT will be charged at the applicable rate where required by law.

4.4 JDL reserves the right to change its prices at any time. However, any price expressly confirmed by JDL in writing for an accepted order will normally remain applicable to that order unless otherwise agreed.

4.5 Promotional prices, discounts and special offers may be subject to minimum order quantities, minimum spend requirements or other conditions specified by JDL.

5. Orders

5.1 Orders may be placed through the methods made available by JDL.

5.2 An order placed by the Customer constitutes an offer to purchase the relevant goods.

5.3 An order will only be accepted when JDL confirms acceptance, dispatches the goods, or otherwise confirms in writing that the order has been accepted.

5.4 JDL reserves the right to refuse or cancel an order where, for example:

  • the requested goods are unavailable;

  • there is an obvious pricing or product description error;

  • the Customer has outstanding amounts due;

  • JDL reasonably suspects fraudulent or unlawful activity;

  • the order exceeds available stock; or

  • JDL is unable to fulfil the order for reasons beyond its reasonable control.

5.5 JDL may impose minimum order quantities or minimum order values. These requirements may vary by product, brand or Customer.

5.6 Once an order has been accepted, cancellation may only be made with JDL's written agreement.

6. Payment

6.1 Payment must be made using the payment method agreed with JDL.

6.2 Unless JDL has expressly approved a credit account in writing, payment is required before goods are dispatched.

6.3 Where credit terms have been agreed, payment must be made within the agreed credit period stated on the relevant invoice.

6.4 JDL reserves the right to withdraw or amend credit facilities at any time where it reasonably considers this necessary.

6.5 If payment is overdue, JDL may:

  • suspend further deliveries;

  • withdraw credit facilities;

  • require payment in advance;

  • charge interest and recover applicable costs to the extent permitted by law; and

  • take appropriate steps to recover outstanding sums.

6.6 Nothing in these Terms limits JDL's statutory rights in relation to late payment by businesses.

7. Delivery

7.1 JDL will use reasonable efforts to meet estimated delivery dates.

7.2 Unless expressly agreed otherwise, delivery dates are estimates and are not guaranteed.

7.3 JDL will not be liable for delays caused by circumstances outside its reasonable control, including carrier delays, shortages, industrial disputes, adverse weather, government action, supplier failures or other events covered by clause 15.

7.4 Delivery charges will be communicated to the Customer where applicable.

7.5 The Customer is responsible for providing an accurate and accessible delivery address and any delivery instructions required.

7.6 If the Customer is unavailable to receive a delivery or provides incorrect delivery information, additional delivery charges may apply.

8. Inspection and Shortages

8.1 The Customer must inspect the goods as soon as reasonably practicable after delivery.

8.2 Any shortage, visible damage or incorrect goods should be reported to JDL promptly and, where possible, within 48 hours of delivery.

8.3 Claims relating to damaged goods should include reasonable evidence, such as photographs of the packaging and goods, where requested by JDL.

8.4 Failure to report an issue promptly does not automatically remove any rights the Customer may have under applicable law, but may make it more difficult for JDL to investigate and resolve the claim.

9. Faulty or Incorrect Goods

9.1 If goods are defective, damaged, incorrect or otherwise fail to comply with the contract, the Customer should contact JDL as soon as reasonably practicable.

9.2 Where JDL accepts that goods are defective or incorrectly supplied, JDL may, subject to applicable law:

  • replace the affected goods;

  • repair the goods where appropriate;

  • issue a credit or refund; or

  • provide another appropriate remedy.

9.3 The Customer must not return goods without first obtaining return instructions or authorisation from JDL where required.

9.4 Goods returned without prior authorisation may be refused or returned to the Customer.

10. Returns

10.1 As a wholesale supplier, JDL does not generally accept returns of correctly supplied goods simply because the Customer has changed its mind, over-ordered or is unable to resell the goods, unless JDL has agreed otherwise in writing.

10.2 Where JDL agrees to accept a discretionary return, the goods must normally be:

  • unused;

  • unopened;

  • in their original condition and packaging; and

  • suitable for resale.

10.3 JDL may apply a restocking or administration charge to discretionary returns where this has been agreed with the Customer.

10.4 Certain products may be non-returnable due to their nature, including personalised, specially ordered, perishable, opened or hygiene-sensitive products.

10.5 Nothing in these Terms limits any rights or remedies that cannot lawfully be excluded under applicable UK law.

11. Risk and Title

11.1 Risk in the goods passes to the Customer upon delivery, unless otherwise agreed in writing.

11.2 Ownership of the goods will remain with JDL until JDL has received full payment of all sums due in respect of the relevant goods and, where applicable, any other amounts owed by the Customer that are covered by a valid retention-of-title arrangement.

11.3 Until ownership passes, the Customer must:

  • keep the goods identifiable as JDL's goods where reasonably practicable;

  • store the goods appropriately;

  • not damage, alter or remove identifying marks from the goods; and

  • maintain appropriate insurance where commercially reasonable.

11.4 If the Customer becomes insolvent, enters administration or liquidation, ceases trading, or has an insolvency event occur, JDL may exercise any rights available to it under applicable law, including rights relating to retention of title.

12. Resale of Products

12.1 The Customer may resell products purchased from JDL in the ordinary course of its business, subject to any brand-specific restrictions or agreements notified by JDL.

12.2 The Customer must comply with all applicable laws and regulations relating to the storage, marketing, advertising, distribution and resale of the goods.

12.3 The Customer must not make misleading, false or unauthorised claims about products.

12.4 Where products are subject to specific manufacturer's instructions, warnings, labelling requirements or resale restrictions, the Customer must comply with them.

12.5 The Customer must not remove, obscure or alter legally required product information, warnings, labels or packaging unless permitted by the manufacturer and applicable law.

13. Intellectual Property

13.1 All intellectual property rights in JDL's website, branding, trade names, photographs, marketing materials, catalogues and other materials remain the property of JDL or its relevant licensors.

13.2 The Customer may use product images, descriptions and marketing materials supplied by JDL solely for the purpose of marketing and reselling the relevant products, unless JDL states otherwise.

13.3 The Customer must not reproduce, modify, distribute or use JDL's intellectual property in a manner that suggests an unauthorised association with JDL.

13.4 Any third-party trademarks remain the property of their respective owners.

14. Limitation of Liability

14.1 Nothing in these Terms excludes or limits liability where doing so would be unlawful.

14.2 Subject to clause 14.1, JDL will not be liable for indirect or consequential loss, loss of profits, loss of revenue, loss of business, loss of goodwill or loss of anticipated savings arising from the supply of goods, except to the extent such loss cannot lawfully be excluded.

14.3 Subject to clause 14.1, JDL's total liability arising from a particular order will not exceed the total amount paid or payable by the Customer for the goods giving rise to the claim, unless otherwise required by law.

14.4 The Customer is responsible for assessing the suitability of goods for its own business and intended resale activities, subject to any express representations made by JDL and rights provided by law.

15. Events Outside Our Control

15.1 JDL will not be responsible for any failure or delay in performing its obligations where the failure or delay results from an event outside its reasonable control.

15.2 Such events may include, without limitation:

  • natural disasters;

  • fire, flood or severe weather;

  • epidemic or pandemic;

  • war or civil unrest;

  • strikes or industrial action;

  • government restrictions;

  • transport disruption;

  • supply chain disruption;

  • shortages of goods or materials;

  • energy or utility failures;

  • cyber incidents affecting relevant infrastructure; or

  • failures by suppliers, manufacturers or carriers.

15.3 JDL will take reasonable steps to minimise the effects of such an event and resume performance as soon as reasonably practicable.

16. Compliance and Prohibited Activities

16.1 The Customer must use and resell the goods in accordance with all applicable laws and regulations.

16.2 The Customer must not use the products or JDL's services for unlawful purposes.

16.3 JDL may suspend or terminate an account or order where it reasonably believes that continuing the relationship could expose JDL to legal, regulatory, financial or reputational risk.

17. Data Protection

17.1 JDL will process personal data in accordance with applicable UK data protection legislation, including the UK GDPR and Data Protection Act 2018, where applicable.

17.2 Personal information may be used for purposes including processing orders, managing wholesale accounts, arranging delivery, processing payments, providing customer support and meeting legal obligations.

17.3 Further information about how JDL processes personal data should be set out in JDL's Privacy Policy.

18. Confidentiality

18.1 Each party may receive confidential business information from the other party in connection with the trading relationship.

18.2 Each party agrees not to disclose confidential information to third parties except where:

  • disclosure is required by law;

  • disclosure is necessary to professional advisers, employees, contractors or service providers who need the information and are subject to appropriate confidentiality obligations; or

  • the information has become publicly available through no breach of confidentiality.

19. Termination and Suspension

19.1 JDL may suspend or terminate a Customer's wholesale account where the Customer:

  • materially breaches these Terms;

  • fails to pay amounts when due;

  • becomes insolvent or ceases trading;

  • provides materially false or misleading information; or

  • engages in unlawful, fraudulent or abusive conduct.

19.2 JDL may also suspend an account where reasonably necessary to protect JDL, its customers, suppliers or business operations.

19.3 Termination does not affect rights or obligations that arose before termination.

19.4 Any outstanding amounts owed to JDL remain payable following termination.

20. Complaints

20.1 If you have a complaint regarding an order, product or service, please contact JDL using the contact details provided above.

20.2 JDL will aim to investigate complaints promptly and work with the Customer to reach a reasonable resolution.

21. Changes to These Terms

21.1 JDL may update these Terms from time to time to reflect changes in its business, products, services or legal requirements.

21.2 The version of the Terms applicable to an order will generally be the version in effect when the order is accepted, unless otherwise agreed or required by law.

22. Assignment

22.1 The Customer may not transfer or assign its rights or obligations under these Terms without JDL's prior written consent.

22.2 JDL may assign or transfer its rights and obligations under these Terms as part of a business sale, restructuring or transfer of its business, provided that doing so does not unlawfully prejudice the Customer.

23. No Waiver

23.1 If JDL does not immediately enforce a right or provision under these Terms, this does not mean that JDL has waived that right.

24. Severability

24.1 If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision will be modified or removed to the minimum extent necessary, and the remaining provisions will continue in effect.

25. Entire Agreement

25.1 These Terms, together with any applicable written quotation, order confirmation and other terms expressly agreed by JDL in writing, constitute the entire agreement between JDL and the Customer concerning the relevant sale of goods.

25.2 The Customer confirms that it has not relied on any representation not expressly included in the agreement, except where such exclusion would be unlawful.

26. Governing Law and Jurisdiction

26.1 These Terms and any contract between JDL and the Customer shall be governed by the laws of England and Wales.

26.2 Subject to any mandatory legal requirements, the courts of England and Wales shall have exclusive jurisdiction over disputes arising from or in connection with these Terms or any contract between JDL and the Customer.

CONTACT DETAILS

JDL Distribution Limited
Effective Date: 08/2026
Company: JDL Distribution Limited
Registered Office: 17 Leeland Mansions, Leeland Road, West Ealing W13 9HE
Company Registration Number: 17351502
Email: orders@jdl-distribution.co.uk

Last Updated: [Insert Date]