Terms and Conditions

Company: Urbanfit Ltd

Registered Office: Office 4, Unit A2 Big Yellow self storage 25 Alfreds Way Dagenham Essex IG11 0AG

Company Number: 09873997

Email: info@urbanfitltd.com

These Terms and Conditions ("Terms") govern the sale, supply, distribution, import, export and resale of clothing, menswear, fashion products, accessories and related goods ("Products") supplied by Urbanfit Ltd ("Urbanfit Ltd", "we", "us" or "our") to any purchaser, wholesaler, retailer, distributor, reseller, importer, exporter, marketplace seller or other business customer ("Customer").

By placing an order with Urbanfit Ltd, accepting delivery of Products, opening a wholesale account or otherwise purchasing Products for commercial purposes, the Customer agrees to these Terms.

1. Scope and Application

1.1 These Terms apply to all business-to-business sales and supplies of Products by Urbanfit Ltd, whether concluded through our website, showroom, sales representatives, email, telephone, invoice, purchase order, wholesale platform or any other authorised sales channel.

1.2 These Terms apply to domestic and international transactions, including wholesale, import and export transactions.

1.3 Any terms contained in a Customer's purchase order or other documentation shall not apply unless expressly accepted by Urbanfit Ltd in writing.

1.4 No variation of these Terms shall be effective unless agreed in writing by an authorised representative of Urbanfit Ltd.

2. Products

2.1 Urbanfit Ltd supplies men's fashion clothing, apparel, and associated products, which may include shirts, T-shirts, trousers, jeans, jackets, and knitwear.

2.2 Product photographs, colours, measurements, descriptions, specifications and samples are intended to provide a reasonable representation of the Products. Minor variations may occur because of manufacturing processes, materials, production batches, photography or display settings.

2.3 Urbanfit Ltd may modify, discontinue or replace any Product, style, colour, fabric, packaging or specification were reasonably necessary.

3. Orders and Acceptance

3.1 All orders are subject to availability and acceptance by Urbanfit Ltd.

3.2 An order submitted by a customer constitutes an offer to purchase Products. A binding contract arises only when Urbanfit Ltd confirms the order or dispatches the Products, whichever occurs first.

3.3 Urbanfit Ltd reserves the right to reject, limit or cancel an order before dispatch were reasonably necessary, including because of stock availability, pricing errors, payment concerns, suspected fraud, sanctions or export restrictions, regulatory requirements or previous breaches of these Terms.

3.4 Minimum order quantities, carton quantities or minimum order values may apply and will be communicated to the Customer where applicable.

4. Prices

4.1 Unless otherwise stated, all prices are exclusive of VAT, sales taxes, customs duties, import duties, tariffs, shipping, insurance, handling and other governmental charges.

4.2 Urbanfit Ltd may change its wholesale prices from time to time. Confirmed orders will normally be charged at the price confirmed at the time of acceptance unless otherwise agreed in writing.

4.3 Any obvious pricing, typographical or administrative error may be corrected by Urbanfit Ltd before dispatch.

5. Recommended Retail Pricing and Resale

5.1 Urbanfit Ltd may issue recommended retail prices (RRPs), suggested margins, promotional guidance and brand-positioning recommendations for its Products.

5.2 Unless expressly permitted by applicable law and agreed under a legally compliant distribution arrangement, any RRP or suggested resale margin communicated by Urbanfit Ltd is a recommendation only. Independent Customers remain responsible for determining their own resale prices.

5.3 Urbanfit Ltd may recommend, for brand-positioning purposes, a retail pricing model based on a 200% mark-up on the applicable wholesale purchase price, where commercially appropriate and lawful.

5.4 Customers must not advertise Products in a manner that is misleading, deceptive, fraudulent or otherwise unlawful.

5.5 Customers must not falsely represent a discount, previous selling price, recommended retail price or promotional saving.

5.6 Any pricing, promotional or distribution policy issued by Urbanfit Ltd shall apply only to the extent permitted by applicable competition, antitrust and consumer-protection laws.

5.7 Nothing in these Terms requires an independent reseller to engage in unlawful resale-price maintenance, price fixing or other conduct prohibited by applicable competition law.

6. Authorised Sales Channels

6.1 Products may be sold through retail stores, approved websites, approved online marketplaces and other sales channels permitted by Urbanfit Ltd, subject to applicable law and any separately agreed selective or authorised distribution requirements.

6.2 Customers must ensure that all online listings accurately identify the Products and do not damage or misrepresent Urbanfit's trademarks, branding, reputation or intellectual property.

6.3 Customers may not represent themselves as Urbanfit Ltd, an Urbanfit subsidiary, exclusive distributor or authorised agent unless Urbanfit has expressly granted such status in writing.

6.4 Where a particular marketplace, territory or sales channel requires Urbanfit's prior written approval under a separate distribution agreement, the Customer must obtain that approval before listing the Products.

7. Payment

7.1 Payment terms shall be those stated on the relevant quotation, pro-forma invoice, commercial invoice or written account agreement.

7.2 Unless credit terms have been expressly approved by Urbanfit, payment must be received in cleared funds before Products are dispatched.

7.3 Payments must be made in the currency specified on the invoice and without unauthorised deduction, withholding, set off or counterclaim.

7.4 Where legally permitted, Urbanfit Ltd may charge interest and reasonable recovery costs on overdue commercial debts.

7.5 Urbanfit Ltd may suspend further deliveries, withdraw credit facilities or require advance payment where an account becomes overdue or where Urbanfit Ltd reasonably considers the Customer's creditworthiness to have materially deteriorated.

8. Delivery and Transfer of Risk

8.1 Delivery dates are estimates unless Urbanfit Ltd expressly agrees in writing that a date is guaranteed.

8.2 Urbanfit Ltd  will not be liable for reasonable delays caused by circumstances outside its control.

8.3 The applicable delivery terms, responsibilities and transfer of risk may be specified using the agreed Incoterm under the edition of the ICC Incoterms® rules identified in the quotation, order confirmation or invoice.

8.4 Where no Incoterm is expressly agreed, the applicable delivery and risk arrangements shall be those stated in Urbanfit's order confirmation or commercial invoice.

8.5 Customers must inspect deliveries promptly upon receipt and report visible shortages, incorrect Products or transit damage within [5] business days, together with reasonable supporting evidence.

9. International Trade, Import and Export

9.1 Each party shall comply with all applicable import, export, customs, sanctions, trade-control and other international trade laws relevant to its obligations.

9.2 Unless otherwise agreed under the applicable Incoterm, the Customer is responsible for obtaining necessary import licences, permits, registrations and customs clearances in the destination country.

9.3 The Customer shall pay all applicable import duties, customs charges, tariffs, local taxes and governmental fees for which it is responsible under the agreed delivery terms.

9.4 Urbanfit Ltd may provide commercial invoices, packing lists, certificates of origin or other export documentation where required and reasonably available.

9.5 The Customer must provide accurate information necessary for customs declarations and international shipping.

9.6 Urbanfit Ltd may refuse or suspend a transaction where it reasonably believes the transaction may breach sanctions, export controls, customs requirements or other applicable laws.

10. Customs Delays

Urbanfit Ltd shall not be responsible for delays caused by customs authorities, border inspections, port congestion, governmental action or a Customer's failure to provide required import documentation, except to the extent that the delay results directly from Urbanfit's breach of its contractual obligations.

11. Title to Products

11.1 To the extent permitted by applicable law, legal title to Products shall remain with Urbanfit Ltd until Urbanfit Ltd has received full cleared payment for those Products.

11.2 Risk may transfer separately from title in accordance with the applicable delivery terms.

11.3 Where legally enforceable, until title passes the Customer shall keep unpaid Products identifiable as Products supplied by Urbanfit Ltd and shall not intentionally remove identifying labels required for that purpose.

12. Product Quality and Compliance

12.1 Urbanfit Ltd will take reasonable steps to ensure Products confirm materially to agreed specifications at the time of dispatch.

12.2 Each party is responsible for complying with product-safety, textile-labelling, fibre-composition, care-labelling, consumer-protection, packaging and environmental requirements applicable to its activities and territory.

12.3 Where the Customer imports Products into a jurisdiction in which the Customer has regulatory responsibilities as importer, distributor or economic operator, the Customer shall comply with those obligations.

12.4 The Customer must not remove, alter or obscure legally required labels, safety information, traceability information or country-of-origin information were -doing so would breach applicable law.

13. Returns, Defects and Claims

13.1 Business-to-business Products may not be returned merely because they are unsold, unwanted or no longer commercially required unless Urbanfit Ltd agrees otherwise in writing.

13.2 Claims concerning manufacturing defects, shortages or incorrect Products must be submitted within the period stated in Urbanfit's returns policy or, if no period is stated, within a reasonable period after discovery.

13.3 Urbanfit Ltd may require photographs, batch information, order details and other reasonable evidence before authorising a return.

13.4 Products must not be returned without prior authorisation from Urbanfit Ltd.

13.5 Where a valid claim is accepted, Urbanfit Ltd may, subject to applicable law and the circumstances of the claim, repair or replace the affected Products, issue a credit, or refund the relevant purchase price.

13.6 This section does not exclude rights or remedies that cannot lawfully be excluded.

14. Intellectual Property and Branding

14.1 All trademarks, trade names, logos, designs, artwork, photographs, product imagery, packaging, labels, marketing materials and other intellectual property belonging to Urbanfit remain the property of Urbanfit Ltd or its applicable licensors.

14.2 Purchasing Products does not transfer ownership of Urbanfit's intellectual property to the Customer.

14.3 Customers may use approved Urbanfit Ltd branding and Product imagery solely to market genuine Urbanfit Ltd Products and in accordance with any brand guidelines supplied by Urbanfit Ltd.

14.4 Customers must not register or attempt to register any company name, trading name, domain name, social-media account, trademark, logo or other identifier that is identical or confusingly similar to Urbanfit's protected branding.

14.5 Customers must not manufacture, commission, sell, distribute or knowingly deal in counterfeit Urbanfit Ltd Products.

15. Product Alteration and Relabelling

Unless Urbanfit Ltd gives prior written consent, a Customer must not materially alter genuine Urbanfit Ltd Products or replace Urbanfit Ltd branding in a manner that misrepresents the origin, nature or authenticity of the Products. Nothing in this clause restricts conduct that the Customer is legally entitled to undertake under applicable law.

16. Marketing and Advertising

Customers must advertise Products professionally and accurately and must not make false claims concerning quality, materials, origin, sustainability, performance, availability or endorsement. The Customer is responsible for ensuring that its advertising and promotional activities comply with the laws and advertising standards applicable in the territory in which it operates.

17. Confidentiality

Commercial information supplied by Urbanfit and identified as confidential, including non-public wholesale prices, product-launch information, business plans and trade information, must not be disclosed to third parties except where required for legitimate business purposes or by law. This obligation does not apply to information that is already lawfully public or independently obtained without confidentiality restrictions.

18. Customer Conduct and Suspension of Supply

Urbanfit Ltd may suspend or refuse further supply where a customer:

(a) fails to pay amounts when due;

(b) materially breaches these Terms and, where the breach is capable of remedy, fails to remedy it within a reasonable period after notice;

(c) sells counterfeit or unlawfully altered Products;

(d) materially misuses Urbanfit's intellectual property;

(e) engages in fraud or unlawful conduct connected with the Products;

(f) breaches applicable sanctions or trade-control requirements; or

(g) becomes insolvent or subject to an equivalent insolvency process, to the extent permitted by law

Any termination or suspension shall be exercised consistently with applicable competition, insolvency and other mandatory laws.

19. Limitation of Liability

19.1 Nothing in these Terms excludes or limits liability where such liability cannot legally be excluded or limited, including liability for fraud or fraudulent misrepresentation and any other liability that applicable law requires to remain unrestricted.

19.2 Subject to clause 19.1,

Urbanfit Ltd shall not be liable for indirect or consequential losses, loss of anticipated profits, loss of business opportunities or loss of goodwill arising from a business-to-business transaction, to the extent such exclusion is permitted by law.

19.3 Subject to clause 19.1,

Urbanfit's aggregate liability arising from an order shall, where permitted by law, be limited to [100%/150%] of the amount paid or payable for the Products giving rise to the claim.

19.4 The parties acknowledge that appropriate limitations may vary depending upon the relevant jurisdiction and transaction and should be interpreted accordingly.

20. Force Majeure

Neither party shall be liable for failure or delay in performing an obligation caused by circumstances beyond its reasonable control, which may include natural disasters, fire, flood, war, terrorism, civil disturbance, epidemic, pandemic, strikes, port disruption, governmental restrictions, trade embargoes, sanctions, transportation disruption or major supply-chain interruption. The affected party shall take reasonable steps to minimise the effects of the event.

21. Data Protection

Each party shall comply with applicable data-protection and privacy laws when processing personal data in connection with its business relationship. Where applicable, this includes the UK GDPR, the Data Protection Act 2018 and other relevant privacy legislation.

22. Anti-Bribery, Modern Slavery and Ethical Trade

Each party shall comply with applicable anti-bribery, anti-corruption, modern-slavery, forced-labour and human-trafficking laws. Urbanfit Ltd may require suppliers, distributors and other business partners to comply with reasonable ethical-sourcing and supply-chain standards notified to them.

23. Termination

Urbanfit Ltd may terminate an ongoing wholesale or distribution relationship in accordance with any applicable written agreement and applicable law. Termination shall not affect accrued payment obligations, intellectual-property rights, confidentiality obligations or any provision intended to survive termination.

24. Relationship of the Parties

Unless expressly agreed otherwise in writing, the Customer is an independent business and is not an employee, partner, joint venturer, franchisee or legal agent of Urbanfit Ltd. The Customer has no authority to enter into commitments on Urbanfit's behalf.

25. Assignment

Neither party may transfer material rights or obligations under an ongoing distribution agreement without any consent required under that agreement, except that Urbanfit Ltd may assign its rights and obligations as part of a genuine corporate reorganisation, merger or sale of its business, subject to applicable law.

26. Severability

If any provision of these Terms is found to be illegal, invalid or unenforceable, that provision shall be modified or severed to the minimum extent necessary, and the remaining provisions shall continue in effect.

27. No Waiver

A failure or delay by Urbanfit Ltd to exercise a contractual right shall not automatically constitute a waiver of that right.

28. Entire Agreement

These Terms, together with the relevant order confirmation, invoice, agreed Incoterm, distribution agreement and any documents expressly incorporated into them, constitute the agreement relating to the relevant transaction and supersede previous representations relating to that transaction, subject to any rights that cannot legally be excluded.

29. Governing Law and Jurisdiction

Unless expressly agreed otherwise in writing, these Terms and any contractual or non-contractual dispute arising from them shall be governed by the laws of England and Wales. Subject to any mandatory rules that apply, the courts of England and Wales shall have exclusive jurisdiction.

30. Contact

All formal commercial notices and enquiries should be sent to: Urbanfit Ltd

Registered Office: [Insert Address]

Company Number: [Insert Company Number]

Email: [Insert Email]

Telephone: [Insert Telephone]

Website: [Insert Website]

CUSTOMER / DISTRIBUTOR ACKNOWLEDGEMENT

Where these Terms are executed as part of a wholesale or distribution agreement, the undersigned confirms that they have read and accepted these Terms on behalf of the Customer.

Company Name: Urbanfit Ltd

Company Registration Number: 09873997

Registered Address: Office 4, Unit A2 Big Yellow self storage 25 Alfreds Way Dagenham Essex IG11 0AG

Authorised Representative: G H Babar

Position: Owner

Signature: _____________________________________________

Date: __________________________________________________