ABERSTON TERMS AND CONDITIONS OF SERVICE

Your attention is particularly drawn to the provisions of clause 9 (Limitation of liability) and clause 10 (Disclaimers).

1. ABOUT US

1.1 Company Details. ABERSTON WHOLESALE LIMITED is a private company limited by shares registered in Ireland under company number 737234. Our trading address is Guinness Enterprise Centre, Taylor’s Lane, Dublin 8 D08 ET2R. Our VAT number is IE4134392HH.

1. 2 Background: We operate a B2B platform at the website www.aberston.com which provides online services to users, the purpose of which is to bring creators of gifts and crafts such as Home & Garden, Beauty & Wellness, Jewellery, Fashion & Accessories, Baby & Kids, Novelty, Pets Accessories (Products) wishing to offer and sell their Products (Supplier(s)) in contact with independent retailers who are willing to purchase Products (Retailer(s)). The Platform is intended to provide services exclusively to the professional Suppliers and Retailers, to the exclusion of consumers and non-professionals.

1.3 Contacting us: To contact us, telephone our customer service team at +353 874 099 025 or email us at support@aberston.com. How to give us formal notice of any matter under the Contract is set out in clause 15.2.

2. BASIS OF CONTRACT

2.1 Our contract: These terms and conditions apply to use by Suppliers and Retailers (together User(s) and you) of the Platform. They apply to the exclusion of any other terms that any User seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. By visiting or accessing the Platform and by using the Service, the User expressly consents, without restriction, to be legally bound by all of the provisions of these Terms.

2.2 Entire agreement: The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.3 Amending these Terms: Aberston reserves the right to amend these Terms at any time. The amendments made to these Terms shall take effect 7 calendar days after their online publication on the Platform. It is a matter for Users to consult the Platform to confirm current terms and conditions of service.

2.4 Sales through Platform: The selling of Products takes place only between Suppliers and Retailers. Aberston is not a seller, retailer, manufacturer, supplier or distributor of any Products and we do not enter into possession of any Products at any stage.

2.5 Supplier Terms: The terms and conditions applicable to the selling of the Products are those issued by the Supplier and which the Retailer is invited to read before confirming its order. In the event of any conflict between this Contract and the Supplier Terms, this Contract shall prevail.

2.6 Language: These Terms and the Contract are made only in the English language.

3. REGISTRATION

3.1 Access: Access to the Platform is available to any party who visits the website. The Service is only available to Users who register with the Platform.

3.2 Information: Users agree to provide information and documents requested by us for the purposes of registration. In providing information to us, you warrant and represent that the information is accurate and does not infringe of the rights of any third party. You further undertake to update any inaccurate or out-of-date information. In the event of any breach of this obligation by a User, Aberston reserves the right to suspend and/or close the User’s account, and to deny any access to the Service to that User.

3.3 Acceptance: Registration of any User is at the discretion of Aberston and we reserve the right to refuse any application for registration.

3.4 Login Details: The use of a User’s login details shall be conclusive presumption that access to, and use of, the Service is by that User or under that User’s control. In the event a User becomes aware that a third party accessed its account, the User undertakes to immediately change its password and to promptly notify us. See contact details at clause 1.3 above.

4. ORDERS

4.1 Placing your order: Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on the website. Each order is an offer by you to buy the Product specified in the order from the relevant Supplier subject to these Terms and the Supplier Terms.

4.2 Correcting input errors: Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.

4.3 Acknowledging receipt of and accepting your order: After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted by the Supplier. Upon receiving an order placed by the Retailer through the Platform, the Supplier may accept, modify, or refuse the order. Acceptance of your order takes place when the relevant Supplier sends an email to you to accept it. If the Supplier is unable to supply you with the Product for any reason, the Supplier will inform you of this by email and your order will not be processed further. If you have already paid for the Product, payment will refund you the full amount.

4.4 Orders Independent: All orders are placed independently. The unavailability of any one Product shall not cause or be a grounds for cancellation of any other orders for Products and the relevant Retailer is bound by the order(s) placed for available Products.

4.5 Cancelling Order: You may cancel the Contract and receive a refund, if you notify us as in the manner set out in this clause prior to the Product(s) being dispatched. However, this right does not apply if the Product is personalised or otherwise not capable of being sold separately. To cancel the Contract, please contact us at support@aberston.com.

4.6 Delivery: The Retailer accepts that the Supplier is solely responsible for preparing the order, for its transportation and for its delivery at the place of delivery agreed with the Supplier.

4.7 Damaged or Incorrect Product: In the event that you receive damaged or incorrect Product, please contact us at support@aberston.com within 2 working days from delivery to report the issue. You agree that if you do not timely report the issue, the product shall be deemed delivered and satisfactory.

4.8 Returns: Acceptance of the return of any Products is at discretion of Aberston and the relevant Supplier. If you wish to return any Product, any request to do so much be made by email to support@aberston.com within 5 working days of delivery of your Order. If your request to return is accepted, shipment will have to be organised and paid for by you. We will send you instructions on how and where to send your package. Items sent back to us or to the Supplier without first requesting a return will not be accepted.

5. CHARGES AND PAYMENTS

5.1 Invoicing: Aberston will issue an invoice on behalf of the Supplier and payment will be due upon presentation.

5.2 Payment: We accept the following forms of payment

(a) Credit Cards

(b) Debit Cards

(c) PayPal - by submitting payment on the Platform through PayPal, the User accepts PayPal’s standard terms and conditions -
https://www.paypal.com/ie/legalhub/home?country.x=IE&locale.x=en_IE

In most cases, the Platform will facilitate payment directly to the Supplier less applicable fees payable to Aberston. Where payment is not made directly to the Supplier, Aberson will forward payments received by us to the relevant Supplier within 15 working days of receipt.

5.3 Fees: Aberston does not charge any joining fee, monthly fee, or listing fee to sell your Products on our Platform. Instead, we take a commission of 15% from the Supplier on your sales. In addition, for a Supplier’s first order with a Retailer, there is a one off extra charge of 5% to cover onboarding administration.

5.4 VAT: Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate.

5.5 Other charges: For international shipments, your order may be subject to import duties, taxes, VAT or other charges which are applied when the delivery reaches its destination. Please note that we have no control over these charges and we cannot predict their amount. The Retailer will be responsible for payment of any such import duties, taxes or other charges. Please contact your local customs office for further information before placing your order.

5.6 Vouchers: The Retailer may pay all or part of an order using vouchers or promotional codes issued by Aberston, subject to the terms and conditions applying to the vouchers or codes. A Retailer may only use one voucher or promotional code per order. The Retailer acknowledges that we may modify or terminate any voucher or promotional code programme without compensation to the Retailer.

5.7 No Set Off: You agree to pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5.8 Interest: If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 12, you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.7 will accrue each day at 4% a year above EURIBOR rate from time to time (being the Euro interbank offered rate sponsored by the European Money Market Institute as of 11.00 a.m. Brussels time on the first day on which interest is to be charged), but at 4% a year for any period when that rate is below 0%.

6. YOUR OBLIGATIONS

6.1 Professional User: Each User warrants and represents that it is a professional, being any individual or legal entity, public or private, who or which acts for purposes that are within the scope of its commercial, industrial, artisan, self-employed, or agricultural activities, including when such person acts for or on behalf of another professional. If not a professional, the User, whether a Supplier or a Retailer, undertakes to immediately stop visiting the Platform and, as the case may be, to not register on the Platform.

6.2 Prohibited Acts: Each User shall refrain from:

(a) Offering for sale, selling or purchasing prohibited products to include:

(i) products prohibited by applicable laws or regulations;

(ii) products requiring a licence;

(iii) prescription medicines;

(iv) drugs

(v) Toxic material,

(vi) guns and ammunition;

(vii) adult Material and related products

(viii) tobacco, vaping and related products;

(ix) alcohol; and

(x) gambling material and related products.

(b) publishing consent on the Platform which is inappropriate, in breach of any applicable laws or regulations or infringes on the intellectual property rights of any third party;

(d) unfairly circumventing, diverting and/or interfering with the provision of the Services on the Platform or attempting to do so;

(e) carrying out any commercial advertising on the Platform other than offering Products for sale in accordance with these terms or undertaking any acts of unfair competition;

(f) damaging any computer systems or causing or facilitating any viruses, bugs or data security breaches in connection with the Platform;

(g) use data mining or similar tools to extract or collect data relating to the Platform or the Services;

(h) taking any action which would bring Aberston or the Platform into disrepute or harm its commercial reputation or image;

(i) otherwise misuse the Platform for any reason other than the sale and purchase of Products pursuant to these Terms;

6.3 Supplier Obligations: It is the Supplier’s responsibility to ensure that:

(a) you cooperate with us in all matters relating to the Services;

(b) the Products comply with these Terms and all applicable laws and regulations applicable to supply and manufacture of the Products; and

6.4 Retailer Obligations: It is the Retailer’ responsibility to ensure that:

(a) the terms of your order are complete and accurate;

(b) you comply with all applicable laws and regulations in relation to the acquisition, manufacture and resale of the Products;

(d) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

6.5 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in this clause 6 (Your Default):

(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 12;

(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and

(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 All intellectual property rights in or arising out of or in connection with Platform, to include content and underlying technology (Components) and provision of the Services (other than intellectual property rights in any materials provided by you) will be owned by us.

7.2 Subject to the User’s compliance with these Terms, Aberston grants a limited, personal, non-exclusive, non-transferable, non-assignable, license to the User, without any possibility of sub-license, to access and use the Platform, such license being granted for the duration of the Terms and for the territory on which the User is located. The User is only authorised to access and use the Platform for professional reasons.

7.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use any materials provided by you (User Materials) to us for the term of the Contract for the purpose of providing the Services to you. You agree that User Materials may be viewed by any person accessing the Platform.

7.4 Each User warrants and represents that it is the exclusive owner of all rights necessary to use the User Materials it provides and agrees to indemnify Aberston and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by us, or for which we may become liable, with respect to any intellectual property infringement claim or other claim relating to the User Materials supplied by the User to us during the course of providing the Services.

7.5 The User is and remains solely liable for the Contents he publishes or disseminates through the Platform.

7.6 The Platform, its Components and the Services contain trade secrets and proprietary confidential information.

7.7 Aberston reserves the right to modify or delete any content that would be in breach of any provision of these Terms and/or to close or to delete the User’s account. Default by the User under this clause 7 shall entitle us to terminate this Contract with immediate effect

8. How we may use your personal information

8.1 We will use any personal information you provide to us to:

(a) provide the Services;

(b) process your payment for the Services; and

(c) inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

8.2 We will process your personal information in accordance with our Privacy Policy https://www.aberston.com/cookie-policy, the terms of which are incorporated into this Contract.

9. LIMITATION OF LIABILITY - YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

9.1 YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND THE PLATFORM REMAINS WITH YOU. NEITHER ABERSTON NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE PLATFORM OR SERVICES BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN PARTICULAR, WE WILL NOT BE LIABLE TO YOU FOR LOSS OF PROFITS, LOSS OF SALES OR BUSINESS, LOSS OF AGREEMENTS OR CONTRACTS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION, BUSINESS INTERRUPTION, LOSS OF OR DAMAGE TO GOODWILL ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR PLATFORM, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ABERSTON HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

9.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ABERSTON’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR PLATFORM EXCEED 100 EURO. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ABERSTON AND YOU.

9.3 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

9.4 This clause 9 will survive termination of the Contract.

10. DISCLAIMERS - YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

10.1 YOUR USE OF OUR PLATFORM IS AT YOUR OWN RISK, AND THEREFORE YOU HEREBY ACKNOWLEDGE AND AGREE THAT WE SUPPLY OUR SITE AND SERVICES “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE”. IT SHALL BE YOUR OWN RESPONSIBILITY TO ENSURE THAT ANY PRODUCTS, SERVICES OR INFORMATION AVAILABLE THROUGH THIS PLATFORM MEET YOUR SPECIFIC REQUIREMENTS.

10.2 ABERSTON PROVIDES NO WARRANTIES OR REPRESENTATIONS IN CONNECTION WITH THE PRODUCTS AND IN PARTICULAR, WE MAKE NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS PURCHASED OR OBTAINED THROUGH THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE PLATFORM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ABERSTON OR THROUGH THE SERVICES OR PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN

10.3 THE PLATFORM MAY CONTAIN INFORMATION FROM THIRD PARTIES AND LINKS TO OTHER WEBSITES. ABERSTON DOES NOT CONTROL THE ACCURACY OF THE INFORMATION FOUND THERE OR THEIR CONTENT. CONSEQUENTLY, WE CANNOT BE HELD RESPONSIBLE FOR DAMAGES RESULTING FROM THE USE, ACCESS TO, OR INABILITY TO USE THIS THIRD-PARTY INFORMATION, NOR FOR THE CONTENT OF OTHER WEBSITES. ABERSTON CANNOT BE HELD TO ANY WARRANTY, WHETHER IMPLIED OR EXPLICIT, CONCERNING IN PARTICULAR THE INTEGRITY, ACCURACY, TIMELINESS, NON-INFRINGEMENT, AVAILABILITY, RELIABILITY OR COMPLETENESS OF THE INFORMATION, PRODUCTS, ACCESSORIES OR SERVICES APPEARING ON THE PLATFORM OR THEIR SUITABILITY FOR THE USE THAT THE USER INTENDS TO MAKE OF THEM.

11. Confidentiality

11.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 11.2.

11.2 We each may disclose the other's confidential information:

(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 11; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

11.4 This clause 11 will survive termination of this Contract.

12 Termination, consequences of termination and survival

12.1 Termination: Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;

(b) you fail to pay any amount due under the Contract on the due date for payment;

(c) you are subject to any insolvency proceedings, including a bankruptcy petition presented or declaration of bankruptcy, a statutory demand or being unable to pay any debts within the meaning of the Personal Insolvency Act 2012, an order made or petition presented or resolution passed for the winding up or dissolution of a company or for the appointment of a liquidator, receiver, receiver and manager or examiner to a company, the appointment of a receiver or receiver and manager by any person or company over the whole or any part of the business or assets of a person or company or request by a person or company that such appointment be made, the cessation or suspension of payment of the debts of a company or person as they fall due or a request by a person or company to its creditors for any extensions of time for the payment of its debts, proposal, sanction or approval of any composition in satisfaction of the debts of a person or company, or scheme of arrangement of its affairs, or compromise or arrangement between it and its creditors or members or any class of its creditors or members, notice from the Revenue Commissioners under Section 1001 of the Taxes Consolidation Act 1997 having been received by a company or any director thereof, a 21 day notice or other statutory demand whether under section 570 of the Companies Act or otherwise being received by a company or any analogous proceedings to any of the above in any relevant jurisdiction.

(d) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

12.2 Consequences of termination

(a) In the event of termination, the User’s account will be closed automatically, the User’s access to the Platform will be disabled and the User will no longer have access to the Services, all as from the effective date of termination. Consequently, the Supplier’s Products shall no longer be accessible on the Platform.

(b) Any sum that is owed by the User shall become immediately due and payable.

(c) The termination will have no effect on the orders for Products that are in progress, such orders remaining subject to the terms of these Terms and the Supplier Terms where applicable.

(d) Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

12.3 Survival: Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

13. Events outside our control

13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

13.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

(a) we will contact you as soon as reasonably possible to notify you; and

(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

13.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.

14 Non-solicitation
You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.

15. Communications between us

15.1 When we refer to "in writing" in these Terms, this includes email.

15.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid post or other next working day delivery service, or email.

15.3 A notice or other communication is deemed to have been received:

(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by pre-paid post or other next working day delivery service, at 9.00 am on the fifth working day after posting; or

15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

15.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

16. GENERAL

16.1 Assignment and transfer

(a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on our website if this happens.

(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

16.2 Waiver: If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

16.3 Severance: Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

Governing law and jurisdiction: The Contract is governed by Irish law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the courts of Ireland.