Terms & Conditions for Customers & Sellers


1. StarStock Ltd – Website Terms and Conditions for Customers

1.1. Interpretation

Definitions.

In these Terms, the following definitions apply:

Business Day: A day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Terms: The terms and Terms set out in this document as amended from time to time in accordance with clause 1.15.2

Contract: The contract for the sale and purchase of the Products in accordance with these Terms.

Products: The goods (or any part of them) set out in the Contract.

Order: Your order for the Products issued via the process on the Website.

Customer: the relevant buyer of the products.

Seller: The relevant seller of the Products.

Website: The website https://marketplace.starstock.co.uk/

Confidential Information: means all proprietary and confidential information of a party which by its very nature should be treated as confidential and which the party desires to protect against disclosure or use or which is designated as confidential or highly sensitive by a party, including without limitation:

information relating directly or indirectly to StarStock’s business, including trade secrets, supplier information and processes, know-how, plans, strategies, ideas, operations, compliance information, processes, methodologies, practices and data, in whatever form;

information relating directly or indirectly to StarStock’s customers, suppliers or business partners (or potential customers, suppliers or business partners);

works of authorship, products and materials written and prepared by or on behalf of StarStock in relation to this Contract including equipment, software, data, diagrams, charts, reports, designs, specifications, inventions and working papers or similar materials of whatever nature and on whatever media; and

the provisions of the contract.

1.2 About Us

1.2.1. We operate the Website https://marketplace.starstock.co.uk/ We are StarStock Ltd, a company registered in England and Wales under company number 8164864 and with our registered office at StarStock LTD, Mill House, 58 Guildford Street, Chertsey, Surrey, KT16 9BE. Our VAT number is 167 6231 95.

1.2.2. These Terms will apply to any Contract for the sale of Products. Please read these Terms carefully and make sure that you understand them, before ordering any Products from our Website. Please note that before placing an Order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Products from our Website.

1.2.3. You should print a copy of these Terms or save them to your computer for future reference.

1.2.4. These Terms apply to the Contract to the exclusion of any other terms (including any statement, promise, representation, assurance or warranty made or given by or on behalf of Us which are not set out in the Contract and/or any terms that You may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing).

1.2.5. We act as agents for our Sellers who sell products through our Website and will provide the Products to You on their behalf in accordance with these Terms.

1.3 Placing an Order

1.3.1 In order to place an order on the Website you must be a registered user of the Website. If you are not a registered user of the Website (and are eligible to register and purchase Products) please select 'Register Now'. We reserve the right to reject any application to register.

1.3.2 Our shopping pages will guide you through the steps you need to take to place an Order with us. Our order process allows you to check and amend any errors before submitting your Order to us. Please take the time to read and check your Order at each page of the order process.

1.3.3 Your Order made through our Website constitutes Your offer to purchase the Products in accordance with these Terms. You are responsible for ensuring that the details of Your Order are complete and accurate.

1.3.4 Any photographs or other descriptive matter or advertising contained on Our Website are produced for the sole purpose of giving an approximate idea of the Products and shall not form part of the Contract or have any contractual force.

1.3.5 By submitting an Order You agree to provide all information and materials as may be reasonably required in connection with that Order. Your delivery of any Products may be suspended or Your Contract may be terminated if you fail to provide the required information and materials in a timely manner.

1.3.6 The Order shall only be deemed to be accepted when written confirmation of the Order (usually by e-mail) is issued, at which point the Contract shall come into existence.

1.3.7 If your Order is unable to be fulfilled, for example because that Product is not in stock or no longer available or because your requested delivery date cannot be met or because of an error in the price on the Website You will be informed of this by e-mail and your Order will not be processed. If you have already paid for the Products, You will be refunded the full amount paid by You, including any delivery costs charged, as soon as possible.

1.3.8 Where a cancellation term and/or restriction applies to a product listed on the website https://marketplace.starstock.co.uk/ the product page will identify a cancellation term and/or restriction and clause 1.4.1 will apply to orders of this product.

Notwithstanding any Order, where any Product with a cancellation term and/or restriction is not available, StarStock will inform the customer within four (4) business days of receipt of any order placed by 12pm. Those orders placed after 12pm will be deemed as orders placed on the following Business Day.

Notwithstanding any Order, where any Product ordered is not available, StarStock will not automatically back order and it will be the responsibility of the Customer to include these Products on another Order.

1.4 Cancellation

1.4.1 A product listed on the website https://marketplace.starstock.co.uk/ may have cancellation terms and/or restrictions applied to an order or orders of this product. A customer may not cancel an order for a product which has a cancellation term and/or restriction applied to, or refuse delivery of this product or products once an order has been placed. For the avoidance of doubt, where a placed order contains multiple products, only some of which have a cancellation term and/or restriction applied to them, the customer may cancel those products without a cancellation term and/or restriction applied to them from the order. Where cancellations are made in this instance StarStock retain the right to invoice the customer for any costs incurred in connection with the handling, storage, delivery, and return of those products cancelled, and any administration required as detailed in clause 1.8.4

1.5 Delivery

1.5.1 No Products will be made available for delivery until Your payment has been received (in accordance with clause 1.8).

1.5.2 The Products will be delivered by Our third party carrier and will be delivered to the location set out in the Order or such other location as You may agree with Us (or, where relevant, our Seller). This location will be referred to as the Delivery Location within the remainder of this document.

1.5.3 Delivery of the Products shall be completed on the Products' arrival at the Delivery Location and having been signed for as received and accepted on the delivery paperwork.

1.5.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Neither We nor our Seller shall be liable to You for any delay or failure in delivery of the Products that is caused by a Force Majeure Event (as detailed in clause 10) or Your failure to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

1.5.5 If the Products fail to be delivered to You, liability to You shall be limited to the costs and expenses incurred by You in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Products.

1.5.6 If You do not provide adequate instructions for delivery of the Products or fail to take delivery of the Products, then, except where such failure or delay is caused by a Force Majeure Event or failure to comply with obligations under the Contract:

a) delivery of the Products shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which You are notified that the Products were ready; and

b) storage of the Products will be arranged until delivery takes place, and You will be charged for all related costs and expenses (including insurance).

1.5.7 If 10 Business Days after the day on which We notified You that the Products were ready for delivery You have not taken delivery of them, We may resell part or all of the Products and, after deducting reasonable storage and selling costs, account to You for any excess over the price of the Products or charge You for any shortfall below the price of the Products.

1.5.8 The Products may be delivered by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle You to cancel any other instalment.

1.5.9 If there is a surplus in volume between the actual Products Delivered and the amount of Products set out in the Order, then StarStock shall not charge the Customer for the excess Products. StarStock shall notify the Customer that StarStock’s third party logistics provider shall collect the excess Products from the Customer at StarStock’s expense.

1.5.10 If there is a shortfall in volume between the actual Products Delivered and the amount of Products set out in the Order or if the Order Delivered contains different Products to those set out in the Order, the Customer must notify StarStock of the discrepancy and provide evidence of such discrepancy within 1 day (24hrs) of the date of Delivery.

1.6 Delivery Exceptions

1.6.1 Unfortunately, the Products are not able to be delivered to addresses outside the UK.

1.6.2 You may place an Order for Products from outside the UK, but this Order must be for delivery to an address in the UK.

1.7 Title and Risk

1.7.1 The title to risk in the Products shall pass to You on completion of delivery and having been signed for as received and accepted on the delivery paperwork.

1.8 Price and Payment

1.8.1 The price of the Products shall be the price set out in the Contract which will be based on the prices of Products set out on the Website.

1.8.2 We may, by giving notice to You at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:

a) any factor beyond Our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

b) any request by You to change the delivery date(s), quantities or types of Products ordered; or

c) any delay caused by any instructions of You or failure of You to give Us adequate or accurate information or instructions.

1.8.3 The price of the Products is inclusive of the costs and charges of packaging, insurance and transport of the Products, which shall be invoiced to You.

1.8.4 With the exception of those products detailed in clause 1.4, if You refuse Products that are not damaged when they are delivered to you, We reserve the right to invoice You for the cost of delivery and return of the Products, and £100 plus VAT for the time incurred resolving the issue with our third parties, and Sellers.

1.8.5 The price of the Products is exclusive of amounts in respect of value added tax (VAT). If VAT is to be applied to the Products then this will be added to the price of the Products at checkout and we shall supply You with a VAT invoice for the Products. You shall, on receipt of a valid VAT invoice pay to Us such additional amounts in respect of VAT as are chargeable on the supply of the Products.

1.8.6 We may invoice You for the Products on or at any time after You have submitted, and we have accepted Your Order.

1.8.7 You shall pay the invoice in full and in cleared funds prior to Delivery. Payment shall be made to our 3rd party payment provider by card payment (via a secure third party payment gateway or by BACS to a nominated bank account, which will be notified to You on checkout. Our 3rd party payment provider will hold your payment until we have delivered the Products in accordance with clause 4, when, subject to clause 8, the payment will be transferred to our Seller.

1.8.8 In some cases, where next day delivery is required We may require you to provide us with the relevant remittance advice of payment being made to the nominated bank account so that we can arrange delivery of the relevant Products. If you fail to provide such remittance advice if requested, this may result in a delay to the delivery of your Order. We will not be liable to You for failure to meet any delivery requests where You have not provided proof of payment on request.

1.8.9 If You fail to make any payment due under the Contract by the relevant due date for payment, then You shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

1.9 Use and Disclosure of Personal Data – GDPR

1.9.1 StarStock will gather, use, store and share your personal data in accordance with the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) See Privacy Policy for more information

1.10 Termination and Suspension

1.10.1 If You become subject to any of the events listed in clause 1.10.2, the Contract may be terminated with immediate effect on written notice to You.

1.10.2 For the purposes of clause 1.10.1, the relevant events are:

a) You breach the Contract and do not, if such breach is capable of remedy, remedy such breach within 14 days of being notified of this;

b) You suspend, or threaten to suspend, payment of Your debts, or You are unable to pay Your debts as they fall due or You admit inability to pay Your debts, or (if You are a company or limited liability partnership) You are deemed unable to pay Your debts within the meaning of section 123 of the Insolvency Act 1986, or (If You are an individual) You are deemed either unable to pay Your debts or to have no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (if You are a partnership) You have any partner to whom any of the foregoing apply;

c) You commence negotiations with all or any class of Your creditors with a view to rescheduling any of Your debts, or make a proposal for or enter into any compromise or arrangement with Your creditors;

d) (if You a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with Your winding up, other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or Your solvent reconstruction;

e) (if You are a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed;

f) (if You are a company) the holder of a qualifying floating charge over Your assets has become entitled to appoint or has appointed an administrative receiver;

g) A person becomes entitled to appoint a receiver over Your assets or a receiver is appointed over Your assets;

h) (being an individual) You are the subject of a bankruptcy petition or order;

i) a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of Your assets and such attachment or process is not discharged within 14 days;

j) any event occurs, or proceeding is taken, with respect to You in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 1.10.2a to clause 1.10.2.h (inclusive);

k) You suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of Your business;

l) 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;

m) (if You are an individual) You die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing Your own affairs or become a patient under any mental health legislation; and

n) if You are found to be in breach of any applicable laws, regulations or HMRC guidelines.

1.10.3 The provision of the Products under the Contract may alternatively be suspended or any other contract between You and Us if You become subject to any of the events listed in clause 1.10.2.a to clause 1.10.2.n, or We reasonably believe that You are about to become subject to any of them, or if You fail to pay any amount due under this Contract on the due date for payment.

1.10.4 On termination of the Contract for any reason You shall immediately pay Us all of Our outstanding unpaid invoices and interest.

1.10.5 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.

1.10.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

1.11 Limitation of Liability

1.11.1 Except as expressly stated in these Terms, We do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, We will not be responsible for ensuring that the Products are suitable for your purposes.

1.11.2 Nothing in these Terms shall limit or exclude Our liability for:

a) death or personal injury caused by negligence, or the negligence of Our employees, agents or subcontractors (as applicable);

b) fraud or fraudulent misrepresentation;

c) breach of the terms implied by section 12 of the Sale of Products Act 1979;

d) defective products under the Consumer Protection Act 1987; or

e) any other matter in respect of which it would be unlawful to exclude or restrict liability.

1.11.3 Subject to clause 1.10.1:

a) We shall under no circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

b) Our total liability to You in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Products.

1.12 Confidentiality

1.12.1 Each party undertakes to the other to keep confidential as between itself and its Affiliates all Confidential Information (written or oral) which it has obtained or received as a result of discussions leading up to entry into this Contract, or which it has obtained during the course of this Contract, except any information that is:

a) subject to an obligation to disclose under Applicable Law, or that is required to be disclosed by any competent regulatory authority, by notice or otherwise; or

b) already in its possession, or control other than as a result of a breach of this Clause; or

c) in the public domain other than as a result of a breach of this Clause,

where a party is required to disclose any Confidential Information under Clause 1.12.1, it shall consult with the other party on the advisability of taking steps to legally resist or minimise such disclosure, and take into account the reasonable requests of the other party in relation to the content of any disclosure.

1.12.2 Each party shall keep the other party’s identity confidential and shall not:

a) Use such confidential information except for the purpose of exercising or performing it’s rights and obligations under or in connection with this Contract; or

b) Disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by clause 1.12.1

c) Each party undertakes to the other to take all steps that are necessary from time to time to ensure compliance with the provisions of this Clause by its employees, agents and subcontractors.

d) For the avoidance of doubt, the Customer acknowledges and agrees it has no right to use StarStock’s Confidential Information after the expiry of the agreement (including but not limited to any supplier information).

e) Immediately on expiry or termination of this Agreement for whatever reason:

each Party shall, at the other Party’s election, destroy or deliver all copies of any Confidential Information supplied by or on behalf of that Party pursuant to this Agreement which are in the other Party’s possession or control at the date of termination; and

each Party shall cease any further use of the other Party’s Confidential Information.

1.13 Indemnity

The customer will immediately on demand indemnify StarStock against any loss StarStock incurs or suffers arising out of or in connection with any act or omission of the Customer that brings StarStock into disrepute or damages StarStock’s public image, brand, reputation or goodwill, including but not limited to a loss caused by a breach of Clause 1.12, up to an amount equal to £2,000,000 (two million pounds sterling).

1.14 Force Majeure

We will not be liable for any failure or delay in performing Our obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond Our reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather, or default of Our Sellers or subcontractors.

1.15 General

1.15.1 Assignment and other dealings.

We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without Our prior written consent.

1.15.2 Notices.

a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email (in Our case to the e-mail address support@starstock.co.uk.

b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email (to the address specified at clause 13.2.1), one Business Day after transmission.

c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

d) We will only use any personal information provided by You, or on Your behalf as agreed to by You at the time of placing Your Order and always in accordance with Our Privacy Policy.

e) If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.

f) No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Contract.

g) A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

h) We or Our Seller may enforce these Terms at any time. Save for this, a person who is not a party to the Contract shall not have any rights to enforce its terms.

i) These Terms may be revised from time to time. Every time You order Products through the Website, the Terms in force at that time will apply to the Contract. Whenever we revise these Terms in accordance with this clause, we will keep you informed and give you notice of this by stating that these Terms have been amended and the relevant date at the top of this page.

j) The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

k) You agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).








2. StarStock Ltd - Website Terms and Conditions for Sellers

We are StarStock Ltd, a company registered in England and Wales under company number 8164864 and our registered office being at Mill House, 58 Guildford Street, Chertsey, Surrey, KT16 9BE.. We are referred to in these Terms as "StarStock" or "We" (and "Us" and "Our" shall be interpreted accordingly).

These Terms apply to the sale of Products You wish to sell through the Website https://marketplace.starstock.co.uk/ (the "Website") which We will sell on Your behalf, acting as your sales agent.

You agree that by registering as a Seller on, and selling Products through, the Website you will be bound by these Terms of Sale.

2.1 Interpretations

Definitions.

In these Terms, the following definitions apply:

Business Day: A day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Terms: The terms and Terms set out in this document as amended from time to time in accordance with clause 2.13.4

Contract: The contract for the sale and purchase of the Products in accordance with these Terms.

Products: The goods (or any part of them) set out in the Contract.

Order: Your order for the Products issued via the process on the Website.

Customer: the relevant buyer of the products.

Seller: The relevant seller of the Products.

Website: The website https://marketplace.starstock.co.uk/

Confidential Information: means all proprietary and confidential information of a party which by its very nature should be treated as confidential and which the party desires to protect against disclosure or use or which is designated as confidential or highly sensitive by a party, including without limitation:

information relating directly or indirectly to StarStock’s business, including trade secrets, supplier information and processes, know-how, plans, strategies, ideas, operations, compliance information, processes, methodologies, practices and data, in whatever form;

information relating directly or indirectly to StarStock’s customers, suppliers or business partners (or potential customers, suppliers or business partners);

works of authorship, products and materials written and prepared by or on behalf of StarStock in relation to this Contract including equipment, software, data, diagrams, charts, reports, designs, specifications, inventions and working papers or similar materials of whatever nature and on whatever media; and

the provisions of the contract.

2.2 Selling on our Website

2.2.1 In order to sell your Products through our Website, you must first register as a seller by clicking on the 'Register Now' link and following the registration process.

2.2.2 You will provide all information requested during the registration process before you will be deemed to be an 'Authorised Seller' and eligible to sell your Products through the Website.

2.2.3 Once you are ready to sell Products (provided you have complied with paragraphs 2.2.1 and 2.2.2 above), you will send the following information in respect of those Products to Us:

a. details of the Product:

a.i. name

a.ii. size (in gallons or ml,as applicable)

a.iii. expiration date(s)

b. the 'Collected Price'. This means the price payable by purchasers of the Products and includes

c. quantity of Product available, pallet sizes and any minimum sales quantity.

2.2.4 If at any time in respect of a Product the quantity available is less than any minimum order quantity you have prescribed, We will remove the relevant Product from sale on the Website.

2.2.5 You will not sell, or have StarStock sell any Products through the Website that:

a) You are not authorised to sell; or

b) are in breach of any laws.

2.3 Your responsibilities

2.3.1 You will supply all information about any Products to StarStock as may be required from time to time.

2.3.2 You warrant to StarStock that:

a) all Products meet any Product descriptions and images provided to it by You;

b) all information that You give to Us is accurate, complete and maintained and at all time is up-to-date

c) all Products provided in order to fulfil a contract with a Customer will correspond to the descriptions provided on the Website.

2.3.3 All taxes, charges, levies, assessments and other fees of any kind imposed on the purchase or import of the Products shall be Your responsibility. When selling the Products on the Website it shall be Your responsibility to determine whether the Products attract VAT as per HMRC rules & regulations by ticking VAT or un-tick VAT where applicable. If you have notified us that the Products are subject to VAT then we will add VAT to those Products at the point of the Customer's checkout. We will not be liable to you for any VAT payments where you have failed to notify us that any products attract VAT.

2.3.4 You shall ensure that the address for collection of the Products from You is correct. This cannot be changed once the Product(s) have been bought. We will be entitled to deduct from any payment from you any additional fees for transport of the Products incurred as a result of You providing Us with the incorrect collection address.

2.3.5 You shall promptly and efficiently deal with any complaint, dispute or after-sales enquiry relating to the Products whether raised directly to You by a customer or that StarStock notifies You has been raised by a customer and requests your support on the same.

2.3.6 You shall inform StarStock immediately if any contract concluded on its behalf by StarStock will not be able to be performed, and of the reason for such non-performance.

2.3.7 You undertake and agree with StarStock to:

a) act at all times in its relations with StarStock dutifully and in good faith.

b) provided StarStock performs its obligations to You, indemnify StarStock against any liabilities which it may incur as a result of acting with reasonable care and skill within the scope of its authority under these terms as Your agent, including (but not limited to):

i. any breach of these Terms;

ii. any liability incurred by StarStock in respect of damage to property, death or personal injury arising from any fault or defect in the materials or workmanship of the Products and any reasonable costs, claims, demands and expenses arising out of or in connection with that liability;

iii. any liability incurred by StarStock to a customer in respect of any damage to the Products incurred in transit (where such Products have been delivered by You to the customer);

iv. any liability incurred by StarStock arising out of any cancellation of a sales contract or non-fulfilment of a customer order due to some fault or failure by You;

v. any liability incurred by StarStock arising out of any non-delivery of the Products by You

vi. any liability incurred by StarStock as a result of a product liability claim (save for in the event that such claim is as a result of any act or omission of StarStock); and/or

vii. any failure of the Products to comply with the description.

2.3.8 You shall maintain appropriate product liability insurance with a reputable insurer whilst you use the Website as a seller and You shall provide StarStock with evidence of the insurance policy, if requested by StarStock.

2.4 StarStock responsibilities

When acting on your behalf as sales agent StarStock agrees to:

2.4.1 inform you of the completion of any contract for sale (in accordance with clause 2.5 below);

2.4.2 inform You promptly of any complaint or after-sales enquiry concerning the Products it receives where such complaint or enquiry may concern You;

2.4.3 sell the Products to the Customers on the StarStock Terms and Conditions for Customers;

2.4.4 except as authorised by You, use reasonable endeavours not to act in a way which will incur any liabilities on Your behalf nor to pledge any of Your credit.

2.5 Fulfilling Customer Orders

2.5.1 Once a contract for sale is made with a customer, you will receive an e-mail notification of that sale.

2.5.2 We will arrange for collection of the Products via our third party courier and will let you know when the Products will be collected from you for delivery to the customer.

2.5.3 If a customer's order is notified to you before 4pm then you must ensure that Products are available for collection on the next business day. If a customer's order is notified to you after 4pm then you must ensure that Product are available for collection on the second business day following such notification.

2.5.4 You will be responsible for ensuring that the Products are ready and available for collection on the date required (as detailed above). We will be entitled to deduct from any monies payable to you, any additional fees incurred as a result of You not making the Products available for collection on the date notified to You.

2.5.5 You will be responsible for the loading of the Products onto the transport provided by our third party courier.

2.5.6 For payment to our third party courier, We will either:

a) invoice you separately for this charge;

b) deduct the costs of this courier from any payment from the customer that we are due to pass on to you for the Products; or

c) add a delivery charge onto the Collected Price of the Products which We will then retain.

2.5.7 If you have chosen to directly fulfil the contract for sale with the customer directly, you shall do so in accordance with the Terms and Conditions for Customers.

2.5.8 You will bear all risk in the Products until such point that the Products have been delivered to the relevant customer (in accordance with the Terms and Conditions for Customers).

2.6 Self-Billing Agreement

2.6.1 Upon registering as a Seller with StarStock you agree that as your Agent, StarStock will Self-Bill products it sells on your behalf through it’s Website by raising a self-billing VAT invoice to itself on your behalf. You agree not to raise a VAT invoice to StarStock for supplies covered by this agreement and the contracts we enter into with Customers on your behalf, and accept each self-billed invoice created by us for supplies we have sold on your behalf to a customer. These terms will start when you become an ‘Authorised Seller’ and expiry only if you deregister or are in breach of contract, or de-register for VAT. You agree to notify us of changes to your VAT number where applicable.

2.6.2 The VAT shown on each of the self-billing invoices we raise on your behalf is your output tax due to HMRC, based on the prices of products you have registered on the StarStock website, and the VAT information you have supplied for those products. It is your responsibility to keep these prices and VAT rates up to date as these prices and rates are used to sell on to the customers who purchase your products through the StarStock website.

2.7 Commission Payment

2.7.1 You shall (subject to StarStock performing its obligations under these terms) pay to StarStock a commission equal to 3% of the Collected Price of all Products for which StarStock concludes a sale contract on Your behalf (the "Commission").

2.7.2 StarStock shall invoice You in respect of the Commission for the relevant Products at the point you are notified of a customer's order for those Products.

2.7.3 Upon receiving payment for Products from a customer, our 3rd Party Supplier will hold such payment on your behalf and following delivery of those Products to that customer, StarStock will inform the 3rd Party Supplier to release such monies to You, deducting the amount of the Commission payable to Us (and any other expenses that may have been incurred to us in accordance with clause 2.3.4).

2.7.4 If at any time Products are not delivered, or require redelivery to a customer due to some fault by You, StarStock 's right to Commission shall continue to apply in relation to the sale of those Products as if they had been duly delivered and paid for. In these circumstances we shall be entitled to invoice You, and You shall be liable to pay within fourteen (14) days of receipt of such invoice, the relevant Commission for those Products, any additional haulage costs incurred by StarStock as a result of your fault, and an additional administration fee of £100 plus VAT for our reasonable time incurred in facilitating a resolution to that customer.

2.8 Liability

Without prejudice to clause .7b, nothing in this agreement shall limit or exclude the liability of either party for:

2.8.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

2.8.2 fraud or fraudulent misrepresentation; or

2.8.3 any matter in respect of which it would be unlawful to exclude or restrict liability.

2.8.4 The total liability of StarStock to You in respect of all other loss or damage arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of Commission paid or payable by You.

2.9 Suspension of termination of your account

2.9.1 StarStock may choose to suspend or terminate your account:

a) if You breach these terms or cause StarStock to breach any terms in a sales contract with a customer and such breach is irremediable or is not remedied within 14 days of any notification of such breach;

b) if You suffer an insolvency event or otherwise suspend or cease or threaten to suspend or cease any part of Your business;

c) at any time (acting reasonably) on notice to You.

2.9.2 Termination of Your account shall not affect any rights, remedies, obligations or liabilities of either You or StarStock that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of account termination and any of these terms which either expressly or by implication are deemed to continue in force shall do so.

2.9.3 On termination of Your account StarStock shall cease to promote, market, advertise or sell the Products.

2.10 Product Recall

StarStock shall, at Your cost, give You such assistance as may be reasonably required for the purpose of recalling as a matter of urgency any quantities of the Products or any of them from the retail or wholesale market

2.11 Confidentiality

2.11.1 Each party undertakes to the other to keep confidential as between itself and its Affiliates all Confidential Information (written or oral) which it has obtained or received as a result of discussions leading up to entry into this Contract, or which it has obtained during the course of this Contract, except any information that is:

a) subject to an obligation to disclose under Applicable Law, or that is required to be disclosed by any competent regulatory authority, by notice or otherwise; or

b) already in its possession, or control other than as a result of a breach of this Clause; or

c) in the public domain other than as a result of a breach of this Clause,

where a party is required to disclose any Confidential Information under Clause 2.11a, it shall consult with the other party on the advisability of taking steps to legally resist or minimise such disclosure, and take into account the reasonable requests of the other party in relation to the content of any disclosure.

2.11.2 Each party shall keep the other party’s identity confidential and shall not:

a) Use such confidential information except for the purpose of exercising or performing it’s rights and obligations under or in connection with this Contract; or

b) Disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by clause 2.11

c) Each party undertakes to the other to take all steps that are necessary from time to time to ensure compliance with the provisions of this Clause by its employees, agents and subcontractors.

d) For the avoidance of doubt, the Seller acknowledges and agrees it has no right to use StarStock’s Confidential Information after the expiry of the agreement (including but not limited to any supplier information).

e) Immediately on expiry or termination of this Agreement for whatever reason:

each Party shall, at the other Party’s election, destroy or deliver all copies of any Confidential Information supplied by or on behalf of that Party pursuant to this Agreement which are in the other Party’s possession or control at the date of termination; and

each Party shall cease any further use of the other Party’s Confidential Information.

2.12 Indemnity

The Seller will immediately on demand indemnify StarStock against any loss StarStock incurs or suffers arising out of or in connection with any act or omission of the Seller that brings StarStock into disrepute or damages StarStock’s public image, brand, reputation or goodwill, including but not limited to a loss caused by a breach of Clause 2.11, up to an amount equal to £2,000,000 (two million pounds sterling).

2.13 General

2.13.1 This Terms constitute the entire agreement between the StarStock and You and supersede and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

2.13.2 A waiver of any right or remedy under these Terms is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

a) Waive that or any other right or remedy.

b) Prevent or restrict the further exercise of that or any other right or remedy.

2.13.3 If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.

2.13.4 We may revise these Terms from time to time. Every time you sell Products through the Website, the Terms in force at that time will apply to the sale. Whenever we revise these Terms in accordance with this clause, we will keep you informed and give you notice of this by stating that these Terms have been amended and the relevant date at the top of this page.

2.13.5 No one other StarStock or You shall have any right to enforce any of these Terms.

2.13.6 These Terms, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

2.13.7 You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).