CRITICAL COMMERCIAL NOTICE: This document constitutes a legally binding contract governing all Business-to-Business (B2B) wholesale transactions. Because these terms exclude consumer protection rights under UK law, the Buyer confirms they are purchasing strictly in the course of business. Please review sections concerning Risk Transfer (Clause 4), Cancellation Limits (Clause 5), Material & Print Tolerances (Clause 6), Liability Caps (Clause 7), and Mandatory Channel/Marketplace Restrictions (Clause 11) carefully before submitting an order.

CRITICAL COMMERCIAL NOTICE & PRE-ORDER DIRECTIVE

THIS DOCUMENT DOES NOT REQUIRE A SIGNATURE TO BE LEGALLY BINDING. By submitting a purchase order, completing a digital checkout, approving a wholesale invoice, or submitting payment to Matchbook Creative, the Buyer executes an unconditional, irrevocable electronic agreement to be bound by these Terms. If you do not agree to these Terms in their entirety, you must immediately halt your order, as the submission of any order constitutes definitive, legally binding acceptance.

1. Formation of Contract, B2B Universality, & Supremacy of Terms

1.1 Universal B2B Application: These Terms and Conditions ("Terms") apply universally and without exception to all Business-to-Business (B2B) quotations, offers, pro-forma invoices, trade orders, and sales of goods (including designer matchboxes, luxury matchbooks, long matches, and associated gifting or home accessories, hereafter "Products") by Matchbook Creative ("the Supplier") to any trade customer, stockist, corporate buyer, or business purchasing such Products ("the Buyer").

1.2 Implied Consent via Action (No Signature Required): The Buyer explicitly acknowledges that physical or digital signature of this document is not a prerequisite for its enforcement. The contract is fully consummated, and these Terms are activated with binding legal force, the exact millisecond the Buyer takes any of the following actions:

• Submitting a purchase order via email, telephone, or wholesale portal;
• Completing a wholesale online checkout process;
• Paying any deposit or full invoice amount (pro-forma or otherwise);
• Accepting a delivery of Products.

1.3 Absolute Supremacy & Overwrite Clause: These Terms constitute the entire agreement between the parties and take absolute precedence over, override, displace, and void any alternative terms and conditions proposed, issued, or referenced by the Buyer. Any standard terms of purchase, supplier codes of conduct, routing guides, or procurement portal rules issued by the Buyer are hereby expressly rejected from the outset and shall have zero legal force or effect, regardless of when or how they are delivered to the Supplier.

1.4 No conduct by the Supplier - including the processing of an order, acceptance of payment, or dispatch of Products - shall ever be construed as an acceptance of the Buyer's terms or a waiver of these Terms.

1.5 No contract is formed until the Supplier issues an explicit, written Order Confirmation or dispatches the Products, whichever occurs first.

2. Status of Buyer (B2B Exclusion of Consumer Rights)

2.1 The Buyer warrants and represents that it is entering into this contract strictly in the course of a business, trade, or profession.
2.2 The Buyer explicitly acknowledges that the Consumer Rights Act 2015, the Consumer Contracts Regulations 2013, and all other statutory or common-law consumer protections regarding cooling-off periods, rights of return, and implied conditions of absolute satisfaction do not apply to this contract and are excluded to the maximum extent permitted by UK law.

3. Pricing, Minimum Orders, & Payment

3.1 All wholesale prices listed in catalogues, line sheets, or trade portals are exclusive of Value Added Tax (VAT), shipping costs, duties, and transport insurance, all of which shall be borne solely by the Buyer.
3.2 The Supplier reserves the right to adjust wholesale pricing at any time without prior notice; however, prices for accepted orders confirmed via a written Order Confirmation shall remain fixed.
3.3 Payment Terms: Payment must be made 100% upfront in cleared funds via bank transfer, credit card, or via the designated trade portal prior to order processing or dispatch. No credit or Net-30 accounts are granted unless explicitly agreed in writing by an authorized representative of the Supplier. Time of payment is of the essence.
3.4 Without prejudice to any other rights, interest on late payments shall accrue at a rate of 8% per annum above the Bank of England base rate, calculated daily from the due date until full payment is received, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

4. Shipping, Delivery, & Transfer of Risk

4.1 Shipping costs will be calculated and added to the Buyer's invoice or checkout total. Unless otherwise explicitly agreed in writing, the Supplier arranges transport via its nominated commercial couriers.
4.2 Risk Transfer: Legal risk of loss, crushing, water damage, theft, or deterioration of the Products transfers completely to the Buyer the moment the Products are collected by the shipping carrier or courier from the Supplier’s premises or fulfillment facility.
4.3 The Supplier is not liable for transit delays, carrier negligence, or delivery failures. The Buyer's sole recourse for transit-related issues lies in filing a claim against the respective carrier. Delivery dates provided by the Supplier are approximate estimations only; time of delivery shall not be of the essence, and standard courier delays shall not entitle the Buyer to terminate the contract or claim damages.

5. Final Sale Policy, Inspection Protocol, & Cancellation Boundaries

5.1 Finality of Orders: Once an order has been submitted or an Order Confirmation has been issued, it is deemed final. No refunds, store credits, or amendments to design assortments will be considered for buyer-remorse, shifts in local market conditions, or retail forecasting errors.
5.2 If the Supplier fails to dispatch an accepted wholesale order within six (6) calendar months after the initial estimated delivery date due entirely to its own gross negligence or unexcused operational cessation (excluding any supply chain, transport, or customs delays covered under Clause 12), the Buyer may submit a formal written request to cancel the unfulfilled portion of that specific order. Prior to the expiration of this strict 6-month window, the order remains absolute, irrevocable, and un-cancellable, and the Supplier shall have no liability to issue refunds, credits, or compensation for any delayed performance.
5.3 Inspection Deadline: The Buyer must inspect all Products for physical damage, visible printing structural defects, or quantity shortfalls within five (5) business days of delivery. If the Buyer fails to notify the Supplier in writing with detailed photographic evidence within this 5-day window, the Products shall be conclusively deemed accepted in perfect condition, and the Buyer completely waives any right to reject the delivery or claim shortages.
5.4 Absolute Final Sale Policy: All B2B transactions are final. The Supplier does not offer "sale or return," stock rotations, or exchanges for slow-moving or seasonal inventory under any circumstances.

6. Material, Print, & Safety Tolerances

6.1 The Buyer explicitly acknowledges and agrees that the Products are design-led specialty gift items manufactured utilizing natural wood matchsticks, chemical compositions, and industrial paperboard printing processes. Consequently, minor physical and aesthetic variations are natural characteristics of the production process. The Buyer agrees that such variations constitute acceptable contractual performance, do not compromise merchantable quality, and shall never be classified as defects or non-conformities.

6.2 The Supplier shall have no liability whatsoever, and the Buyer completely waives any right of rejection, refund, credit, or claim, for variations falling within or arising from the following parameters:

• Quantity & Dimension Tolerances: A variance of $\pm5\%$ regarding the exact matchstick count per individual box/book, individual stick dimensions, and overall packaging volume.
• Printing & Alignment Variances: Minor variations in print registration, die-cut alignments, card-fold creases, and foil stamping placements of up to 1.5mm.
• Tonal & Color Shifting: Slight variations in color density, ink saturation, and tonal hues across different manufacturing batches or between digital previews and physical items, resulting from standard CMYK, lithographic, or Pantone printing processes on varying paperboard stocks.
• Natural Wood Characteristics: Natural variations inherent to wood stems, including but not limited to minor differences in wood grain, natural knots, slight texture differentials, or organic discoloration of the matchstick splints.
• Matchhead Composition: Minor variations in the exact dye hue, shape, and smooth consistency of the ignitable matchhead tip composition between production batches.

6.3 Ignition & Environmental Conditions: The Products are safety matches requiring friction against a dry striking surface to ignite. The Supplier warrants compliance with applicable UK safety regulations at the time of dispatch, but provides no warranty regarding the ongoing performance or degradation of the striking surfaces or matchheads if the Products are exposed to dampness, humidity, atmospheric moisture, temperature fluctuations, or improper storage conditions after risk has transferred to the Buyer.

7. Absolute Limitation of Liability & Remedy Discretion

7.1 Nothing in these Terms shall limit or exclude the Supplier's liability for death or personal injury caused by negligence, fraud, or any liability which cannot be lawfully excluded under English law.
7.2 Subject to Clause 7.1, the Supplier’s maximum total aggregate liability under or in connection with any order, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be strictly limited to and shall not exceed the exact net wholesale price paid by the Buyer for the specific batch of Products giving rise to the claim.
7.3 Exclusion of Consequential Losses: Under no circumstances shall the Supplier be liable to the Buyer for any loss of actual or anticipated profits, retail margins, commercial revenues, loss of business opportunity, loss of reputation, or any indirect, special, or consequential losses (including losses stemming from delayed holiday or seasonal deliveries).
7.4 Supplier Control of Remedy: In the event that a timely, valid claim for defective or non-conforming Products is accepted by the Supplier under Clause 5.3, the remedy shall be determined at the sole and absolute discretion of the Supplier. The Supplier may choose to either: (a) replace the defective items, or (b) issue a credit note against future wholesale purchases. The Buyer shall not withhold payment of any invoice or set off any amounts against pending claims.

8. Title Retention

8.1 Legal and equitable title to the Products shall remain solely with the Supplier and shall not pass to the Buyer until the Supplier has received payment in full, in cleared funds, for those specific Products and all other sums currently due from the Buyer.
8.2 Until title passes, the Buyer must: (a) store the Products safely so they remain clearly identifiable as the Supplier’s property; (b) not remove, deface, or obscure any identifying brand marks or retail packaging on the Products; and (c) maintain the Products in satisfactory condition insured for their full replacement value.
8.3 If the Buyer becomes subject to any insolvency event, administration, or liquidation, or fails to make payments by the due date, the Supplier may immediately enter any premises of the Buyer or any third party where the Products are stored in order to recover and repossess them.

9. Intellectual Property Rights & Asset Protection

9.1 All intellectual property rights, including but not limited to trademarks, brand names, copyrights, illustration designs, typography, trade dress, and copy associated with Matchbook Creative and its Products, remain the exclusive property of the Supplier at all times.
9.2 The Buyer is granted a non-exclusive, revocable, non-transferable licence to use the Supplier’s official marketing assets and product imagery solely for the marketing and resale of the specific batch of Products purchased.
9.3 The Buyer shall not modify, alter, repackage, re-label, or unbrand any of the Products, nor shall they split packs or combine them into white-label bundles or alternative sets without the prior, unambiguous written consent of the Supplier.

10. Indemnification

10.1 The Buyer shall indemnify, defend, and hold harmless the Supplier against any and all losses, damages, liabilities, costs (including reasonable legal fees), and expenses incurred by the Supplier resulting from any breach of these Terms by the Buyer, or any negligent marketing, unsafe storage (including exposure to heat sources or moisture), handling, or resale of the Products by the Buyer or its agents.

11. Channel Control, E-Commerce Restrictions, & Brand Presentation

11.1 Authorized Channels Only: The Buyer is permitted to sell the Products exclusively at the physical retail brick-and-mortar storefront locations or on the proprietary e-commerce domain address specified and approved during their initial trade account application.
11.2 Absolute Marketplace Ban: The Buyer is strictly prohibited from listing, advertising, marketing, or selling the Products on any third-party online marketplace, platform, or multi-merchant portal. This includes, but is not limited to, Amazon, eBay, Etsy, TikTok Shop, Wayfair, and Not On The High Street. Any violation of this clause constitutes a material breach and will result in the immediate, permanent termination of the Buyer’s wholesale account and the cancellation of all unfulfilled orders without refund.
11.3 Brand Presentation: The Buyer agrees to display and market the Products in a manner that preserves the premium, design-led reputation of Matchbook Creative.

12. Force Majeure

12.1 The Supplier shall not be liable, or deemed in breach of contract, for any failure or delay in manufacturing, processing, or delivering Products due to circumstances beyond its reasonable control. Such events include, but are not limited to: acts of God, fire, flood, extreme weather, raw material failure (including unexpected shortages of specialty paperboard, specific wood treatments, or matchhead chemical components), transport strikes, international supply chain blockages, customs delays, war, pandemics, or government-mandated lockouts. In such events, the Supplier’s obligations shall be suspended for the duration of the disruptive event.

13. Severability & No Waiver

13.1 If any provision or part-provision of these Terms is or becomes invalid, illegal, or unenforceable under UK law, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If modification is not possible, the relevant provision shall be deemed severed, and the remaining terms shall continue in full force and effect.
13.2 Failure or delay by the Supplier to enforce any provision or exercise any right under these Terms shall never be construed as a waiver of that right or provision, nor shall it prevent future enforcement.

14. Governing Law and Exclusive Jurisdiction

14.1 This contract, these Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) shall be governed by, and construed exclusively in accordance with, the laws of England and Wales.
14.2 Both the Supplier and the Buyer irrevocably agree that the courts of England and Wales shall have absolute and exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their commercial relationship.