Buyer Terms & Conditions

1. About us and these Terms

1.1 StockMarketplace (stockmarketplace.co.uk) is a business-to-business trading platform operated by The Wholesale Buyer Ltd, registered in England and Wales under company number 16329072, of Unit 4 Queensway Business Centre, Swansea, SA5 4DT ("we", "us", "the Company").

1.2 These Terms apply to every purchase you make on the platform. You accept them when you register and again each time you submit an offer, bid, or Buy Now.

1.3 In these Terms: "Seller" means the business selling the goods; "Order" means an accepted offer, winning bid, or Buy Now purchase; "Buyer's Premium" means our fee, calculated on the goods price of each Order: 20% plus VAT on Orders under £100, and 15% plus VAT on Orders of £100 or more; "Held Funds" means money paid by you and held via our payment provider until released under these Terms; "Dispute" means a claim under clause 7; "Business Day" means Monday to Friday, excluding UK bank holidays.

2. Your contract is with the Seller

2.1 Each contract of sale is made directly between you and the Seller. We act as the Seller's commercial agent only, to market the goods, conclude the contract on the Seller's behalf, and collect payment on the Seller's behalf. We do not act for you.

2.2 We do not own, hold, store, inspect, test, insure, quality-check, or take title to any goods at any time, and we are not the merchant of record.

2.3 The Buyer's Premium is our fee for providing the marketplace and collecting payment. It is not payment for any warranty, insurance, guarantee, fulfilment, quality assurance, or dispute-resolution service.

3. Trade buyers only

3.1 The platform is only for UK businesses, sole traders, and trade resellers buying in the course of business. By registering and by each purchase, you confirm you are not acting as a consumer. The Consumer Rights Act 2015 and the Consumer Contracts Regulations 2013 do not apply.

3.2 You must give accurate business details and provide proof on request. We may verify them with Companies House, HMRC, and credit-reference agencies.

3.3 If you buy as a consumer in breach of this clause, you indemnify us against any loss, claim, or cost that results.

4. Offers, acceptance and payment

4.1 Offers are binding. Clicking "Submit offer", "Place bid", "Buy now" or "Accept & Pay" is a binding offer to buy at that price plus VAT (where charged), the Buyer's Premium plus VAT, and any delivery charge.

4.2 Acceptance. An offer may be accepted by the Seller, by their representative, or automatically by the platform, including through the Seller's auto-accept floor price. Once accepted, you may not withdraw, cancel, or change it.

4.3 Automated counter-offers. If your offer is below the Seller's floor and the Seller has not responded within 24 hours, the platform may send you a counter-offer at the floor price. Clicking "Accept & Pay" is a new binding offer at that price on these Terms.

4.4 Card on file and payment mandate. You must save a valid payment card to make offers. Nothing is charged when you make an offer. You authorise us to charge that card, without further notice, the full amount due immediately on acceptance (or immediately on Buy Now). This is a continuing authority for as long as a card is saved on your account.

4.5 Failed payment. If the charge fails for any reason, we will email a payment link and you must pay within 48 hours. If you don't, we may: (a) record an unpaid-order strike; (b) suspend your account; (c) charge an administration fee covering the lost Buyer's Premium and the Seller's reasonable costs; (d) pursue the debt under clause 9, or assist the Seller or assign the debt to them; and (e) report the default to credit-reference agencies. Three unpaid-order strikes in any 12 months results in permanent account closure.

5. Goods sold as described, on trade terms

5.1 All sales are final. There is no right to cancel, return, or get a refund because you changed your mind, ordered the wrong item, or can't resell the goods.

5.2 Goods are sold as described in the listing. Clearance, surplus, customer-return, and liquidation stock is sold as seen, unless the listing states otherwise. You must read the whole listing, including photos, condition, grade, quantity, and expiry dates, and inspect the stock before buying where possible.

5.3 To the fullest extent the law allows, all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are excluded, except that the goods must materially match the listing description.

5.4 Your only remedies for a problem with goods are those in clause 7, together with any claim you bring directly against the Seller under clause 7.12.

6. Delivery, collection and risk

6.1 Where the listing offers delivery, allow up to 8 working days. The Seller alone is responsible for dispatch, courier choice, and delivery.

6.2 Free delivery applies to UK mainland only, excluding Scottish Highlands and Islands, Northern Ireland, Isle of Man, Isle of Wight, Channel Islands, and offshore areas, unless the listing says otherwise.

6.3 For collection-only listings, you must arrange collection with the Seller within any time stated in the listing. Failing to collect does not entitle you to a refund.

6.4 Risk passes to you when the Seller hands the goods to the carrier, or on hand-over for collections. Title passes when you have paid in full.

6.5 Insured delivery. We strongly recommend choosing insured delivery where offered. If you choose uninsured delivery, you accept the risk of loss or damage in transit, and no refund will be made through the platform for it. Any transit claim is between you, the Seller, and the carrier.

7. Problems with an Order — the Dispute process

7.1 Notification window. You must open a Dispute within 7 calendar days of delivery (as shown by tracking) or collection, or within 7 days of the expected delivery date if goods have not arrived. Open it through the platform or by emailing info@stockmarketplace.co.uk with your order number, clear dated photos or video, and a description of the problem. Disputes raised outside this window will not be considered, except under clause 7.11.

7.2 Valid grounds: goods not delivered; goods short; goods materially not as described in the listing; goods damaged in transit where insured delivery was chosen or the damage was caused by inadequate packaging; or goods that are counterfeit, stolen, illegal, or unsafe. Not valid grounds: change of mind; resale value; minor variations; or anything disclosed in the listing.

7.3 You must note visible damage on the courier's delivery record where possible and keep all goods and packaging until the Dispute is closed. Goods that have been used, sold on, split, relabelled, or altered cannot be the subject of a Dispute, except under clause 7.11.

7.4 Timetable. When a Dispute is opened, we freeze the Seller's payout for that Order. The Seller must respond within 3 Business Days. Either party must provide any information we request within 3 Business Days; a party who doesn't may have the Dispute decided against them. We aim to decide within 10 Business Days of the Dispute being opened. This is a target, not a guarantee, and we are not liable for any delay.

7.5 Outcomes. We may: (a) release the funds to the Seller; (b) refund you in full after you return the goods; (c) refund you in part, with no return; or (d) refund you in full without return where return is uneconomic or the goods are counterfeit, stolen, illegal, or unsafe.

7.6 Returns. Where a return is required, you must send the goods within 5 Business Days of our decision, by a tracked service, and upload proof of postage. Goods returned late, incomplete, or in a worse condition than received forfeit the refund.

7.7 Refund timing. Refunds are paid when the Seller confirms receipt of the return, or 5 Business Days after tracking shows delivery to the Seller, whichever is sooner. Refunds are paid to your original payment method.

7.8 Refunds come from the Seller's funds only. Any refund is paid from the Seller's Held Funds or sums we recover from the Seller. We are never obliged to fund a refund from our own money. If the Seller's funds are not enough, our only obligation is to give you the Seller's details so that you can claim against them directly.

7.9 Buyer's Premium is refunded only where you receive a full refund because the Seller was at fault.

7.10 Our decision is final as to funds. Our decision on releasing, refunding, or withholding funds is final and binding for the purposes of the platform. We do not act as an arbitrator, expert, or adjudicator, and we owe no duty of care to you or the Seller in reaching it.

7.11 Counterfeit, stolen, illegal or unsafe goods. You may report these at any time after discovery. Where proven, the Seller will be suspended and their funds held, and we will refund you from those funds once you return the goods, if we are asked to. Clause 7.8 applies.

7.12 Claims between you and the Seller. Nothing in these Terms stops you and the Seller from pursuing each other directly, through the courts or otherwise, for any claim arising from your contract of sale. You may not bring any such claim against us.

7.13 Communication about an Order must take place through the platform. Arranging payment or completing a sale off-platform for goods or Sellers introduced through the platform is a material breach.

8. Chargebacks and payment disputes

8.1 You must use the Dispute process in clause 7 before contacting your card issuer or bank. Raising a chargeback without doing so, or after we have decided against you, is a material breach of these Terms.

8.2 In that case you must repay the amount reversed, any processor fees, and a £25 administration fee per chargeback. You authorise us to charge your saved card for these sums. We may also suspend or close your account, bar you from the platform, and recover our costs under clause 9.

9. Late payment and debt recovery

If any sum you owe is not paid when due, we may:

• charge interest at 8% a year above the Bank of England base rate, accruing daily, under the Late Payment of Commercial Debts (Interest) Act 1998;
• charge fixed compensation under that Act of £40 (debts under £1,000), £70 (£1,000 to £9,999.99), or £100 (£10,000 or more), plus our reasonable further recovery costs;
• suspend or close your account and record the default on our buyer-reliability register;
• pursue the debt through Money Claim Online and the County Court, including enforcement of any judgment;
• recover our reasonable collection, legal, and platform costs on top of the debt.

10. Reviews and public statements

10.1 You may post honest reviews and opinions based on your genuine experience.

10.2 You must not publish any statement about the platform, the Company, its staff, or any Seller that is false, misleading, or defamatory. Doing so is a material breach; we may close your account and pursue legal action, including for damages, costs, and removal of the statement.

11. Your account

We may suspend or close your account, cancel any offer, or refuse any transaction, with or without notice, where we reasonably suspect fraud, abuse of the Dispute process, breach of these Terms, or risk to the platform. False or repeated Disputes, returning substituted goods, or any attempt to obtain goods without paying will result in closure and may be reported to the police.

12. Indemnity

You indemnify The Wholesale Buyer Ltd, its directors, officers, employees, and agents against any claim, liability, cost, or expense (including legal costs) arising from your breach of these Terms, misuse of the platform, onward resale of the goods, any tax or customs liability, or any claim by your own customers.

13. Our liability

13.1 We have no liability for: (a) the goods, including their condition, description, authenticity, legality, safety, origin, ownership, intellectual-property status, or fitness for purpose; (b) any act, omission, misrepresentation, delay, or breach by a Seller; or (c) any loss, damage, injury, or business interruption from using, reselling, or handling the goods.

13.2 We are not liable for loss of profit, revenue, business, goodwill, data, or opportunity, or for any indirect or consequential loss.

13.3 The platform is provided "as is". We are not liable for downtime, errors, or the failure of any payment provider or courier.

13.4 Our total liability for all claims relating to an Order is limited to the Buyer's Premium we retained on that Order.

13.5 Any claim against us must be brought within 12 months of the event giving rise to it.

13.6 Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or for anything that cannot be limited under English law.

14. General

14.1 Changes. We may change these Terms at any time. Changes take effect immediately when published on the platform, and we may require you to accept them before you make any further offer, bid, or purchase. Using the platform after publication means you accept the changes. Each Order is governed by the version in force when it was placed.

14.2 Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control.

14.3 Entire agreement. These Terms are the entire agreement between you and us. If any clause is unenforceable, the rest remain in force. Not enforcing a right is not a waiver of it.

14.4 Third parties. Only Sellers may enforce clauses 4, 5, 8, and 9 against you. No other third party has any right to enforce these Terms.

14.5 Governing law. These Terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.