Third Party Vendor Terms & Conditions

1. The agreement

1.1 This agreement is between The Wholesale Buyer Ltd, trading as StockMarketplace, registered in England and Wales under company number 16329072, of Unit 4 Queensway Business Centre, Swansea, SA5 4DT ("the Company", "we", "us"), and the business registering as a seller ("the Vendor", "you").

1.2 It starts when you accept these Terms on registration and runs for 12 months. It then renews automatically for further 12-month periods unless you give 30 days' written notice before the renewal date.

1.3 Definitions in the Buyer Terms apply here too. The Buyer Terms form part of this agreement, and you are bound by the Dispute process in them.

1.4 These Terms prevail over anything in a listing or other document unless we agree otherwise in writing.

2. Our role

2.1 Commercial agent for the Vendor only. You appoint us as your commercial agent, acting for you and not for the Buyer, to: (a) market your goods; (b) introduce buyers; (c) conclude contracts of sale on your behalf within the prices you set, including your auto-accept floor; and (d) receive payment from Buyers on your behalf. We rely on the commercial agent exclusion in Schedule 1, Part 2, paragraph 2(b) of the Payment Services Regulations 2017.

2.2 A Buyer's payment to us, once cleared, fully discharges the Buyer's obligation to pay you.

2.3 Sums received from Buyers are held in transit for onward payment to you, via our payment provider. They are not a deposit, loan, balance, or e-money, and earn no interest.

2.4 We do not own, hold, store, inspect, test, insure, or take title to any goods at any time.

2.5 You are the seller and merchant of record. You are solely responsible for the goods, their description, delivery, VAT invoicing for the goods, product safety, labelling, and compliance with all laws, including intellectual-property and anti-counterfeiting law.

3. Fees and costs

3.1 No commission is deducted from your sales. Our fee is the Buyer's Premium, added to your price at checkout and paid by the Buyer: 20% plus VAT on Orders under £100, and 15% plus VAT on Orders of £100 or more (calculated on the goods price).

3.2 You set your asking price and auto-accept floor. The final price is the offer accepted by you, or by the platform within your floor.

3.3 Recovery of platform costs. You must repay us on demand any cost we incur because of your breach, error, or negligence, including payment-processing fees, chargeback fees, administration time, refunded or lost Buyer's Premium, and legal and collection costs.

4. Listings and stock

4.1 Each listing must be accurate and current. It must state the true condition, grade, quantity, expiry or best-before dates, battery or power-source condition where relevant, and any defects. Photos must show the actual stock, or be clearly marked as representative.

4.2 You warrant that you own the goods or have the right to sell them, and that they are genuine, lawful, not stolen, and not subject to any recall. You must provide proof of ownership and authenticity within 5 Business Days of our request.

4.3 You must not list bootlegs, counterfeits, fakes, replicas, pirated copies, stolen goods, or any goods that are illegal or unsafe to sell in the UK.

4.4 Out-of-stock. If goods are unavailable when an Order is accepted, you must pay a £50 administration charge plus the Buyer's Premium on the advertised price.

4.5 We may edit a listing's presentation to improve sales without changing its accuracy. You remain responsible for the accuracy of every listing.

4.6 Exclusivity. You may sell your stock elsewhere until an offer is accepted or a timed sale starts, but you must remove the listing immediately once it is sold elsewhere. Once an offer is accepted or a timed sale has started, the goods are committed to the platform and cannot be withdrawn.

5. Dispatch, delivery and packaging

5.1 You must give accurate shipping times. You must dispatch within 3 Business Days of payment, with delivery within 7 working days of payment at the latest.

5.2 Seller liable until delivered. You bear full responsibility for the goods until they are delivered to and received by the Buyer. Any loss, damage, or shortage in transit is your liability regardless of who arranges the carrier. You must send all goods via an insured and tracked service with adequate cover for the full order value, and ensure they are securely packed to withstand normal transit handling.

5.3 Use a tracked service and send separate parcels for each job lot or line. Delivery must be charged at cost, not for profit.

5.4 You must pack goods adequately for transit. Damage caused by inadequate packaging is your responsibility, even after risk passes.

5.5 Risk remains with the Vendor until the goods are physically received by the Buyer. Title passes when the Buyer has paid in full. For collections, risk passes on hand-over to the Buyer or the Buyer's agent.

5.6 Blind shipping. Do not put your own paperwork, branding, or any reference to the stock source in parcels. We may spot-check, and any repackaging costs will be recharged to you.

5.7 Any import tax, duty, or VAT incurred on your goods may be deducted from your payouts. You must issue full invoices including our details where required.

6. Payouts, reserves and set-off

6.1 Payout timing. We pay your share of cleared sale proceeds within 7 Business Days after the Buyer's 7-day notification window closes with no Dispute. The window starts at delivery shown by tracking, at collection, or at the expected delivery date if there is no tracking.

6.2 Reserves. We may hold back up to 25% of your sales, or a fixed sum, for up to 90 days where we consider there is a risk of Disputes, chargebacks, or fraud. This includes new accounts, high-value Orders, and rising dispute rates.

6.3 Withholding and set-off. We may withhold any payout, and set off any sum you owe us against any money due to you on any Order, to cover refunds, chargebacks, Buyer claims, fees, costs, suspected fraud, or regulatory requirements.

6.4 Payment method on file. You must keep a valid payment card or Direct Debit mandate on your account. You authorise us to charge it for any sum you owe us that is not covered by your payouts.

6.5 After your account closes, we may hold your remaining funds for up to 180 days to cover late refunds and chargebacks.

6.6 KYC. You warrant that your identity, business, address, VAT, and bank details are accurate and current. We may verify them with Companies House, HMRC, and sanctions lists, and we may withhold payouts until verification is complete.

7. Disputes, refunds and chargebacks

7.1 Responding. You must respond to any Dispute within 3 Business Days and provide any information we request within 3 Business Days. If you don't, we may decide the Dispute in the Buyer's favour.

7.2 You fund all refunds. Every refund, partial refund, return cost, chargeback, payment reversal, and associated fee arising from your sale is paid by you, never by us. This applies whether the refund is decided by us, ordered by a court, or forced by a card issuer or payment provider.

7.3 Repayment. Where your funds have already been paid out, you must repay any refund or chargeback amount within 7 days of our demand. We may deduct it from any payout or charge your payment method on file under clause 6.

7.4 Returns. You must accept any return we direct. If you refuse or fail to accept delivery of a returned item, it is treated as received and the refund will be paid.

7.5 Time limits. Claims that goods are not as described, short, or damaged follow the Buyer's 7-day notification window. Claims that goods are counterfeit, stolen, illegal, unsafe, or that you lacked the right to sell them have no time limit.

7.6 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 you no duty of care in reaching it. You and the Buyer remain free to pursue each other directly. You may not bring any such claim against us.

8. Performance and penalties

8.1 We count Disputes decided against you, chargebacks, late dispatches, and out-of-stock Orders over any rolling 90 days.

8.2 We may skip any step, or close your account immediately, for fraud, counterfeit or stolen goods, or any serious breach.

8.3 Zero tolerance. If you supply counterfeit, fake, stolen, illegal, unsafe, or misdescribed goods, we may immediately suspend your account, hold all payouts, remove all listings, refund Buyers from your funds as we see fit (including full refunds without return), and report you to the relevant authorities and rights holders.

9. Non-solicitation and non-circumvention

9.1 During this agreement and for 12 months after it ends, you must not solicit, or sell to off the platform, any Buyer introduced to you through the platform.

9.2 For each breach, you must pay us a sum equal to the Buyer's Premium that would have applied to each off-platform sale, representing our lost Buyer's Premium, plus our costs of enforcement.

9.3 Keep all information about Buyers, pricing, and our business confidential, during this agreement and afterwards.

10. Indemnity

You irrevocably and unconditionally indemnify, and will defend and hold harmless, The Wholesale Buyer Ltd, its directors, officers, employees, agents, shareholders, and affiliates against all claims, demands, liabilities, losses, damages, fines, penalties, costs (including legal costs on a full-indemnity basis), and expenses arising directly or indirectly from:

• any goods you list, sell, or supply;
• any act, omission, misrepresentation, negligence, or breach of contract or statutory duty by you;
• any claim by a Buyer, brand owner, regulator, authority, or tax body about the goods, including their condition, description, authenticity, legality, safety, origin, ownership, intellectual-property status, labelling, or fitness for purpose;
• any tax, duty, VAT, customs, or import liability;
• any product-liability or consumer-law claim;
• any chargeback, refund, reversal, or dispute.

11. Personal guarantee

11.1 Where you are a limited company or LLP, the individual who registers the account and ticks the personal-guarantee box ("Guarantor") personally guarantees payment of all sums you owe us, now and in the future. This is a continuing guarantee.

11.2 We may pursue the Guarantor without first pursuing you, including through debt collection, credit-reference agencies, County Court claims, and judgments.

12. Unpaid sums

Any sum unpaid 28 days after it is due carries interest at 8% a year above the Bank of England base rate and fixed compensation under the Late Payment of Commercial Debts (Interest) Act 1998. We may report it to credit-reference agencies, pass it to debt collection, and bring County Court proceedings against you and the Guarantor, recovering our reasonable legal and collection costs.

13. Our liability

13.1 We are not liable for any loss you suffer from any chargeback, Dispute, refund, platform outage, payment-provider failure, delivery failure, or action we take in good faith under these Terms.

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

13.3 Our total liability to you is limited to the Buyer's Premium we retained on your sales in the 3 months before the event giving rise to the claim.

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

13.5 Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud, or for anything that cannot be limited under English law.

14. Complaints about the platform

14.1 Complaints about our service (not Order Disputes, which follow clause 7) must be raised with us in writing before you approach any third party. We will acknowledge within 2 Business Days and respond within 28 days. Our response is final.

14.2 You must not raise a chargeback or payment dispute against our fees without first using this process.

15. Changes and termination

15.1 We may change this agreement at any time. Changes take effect immediately when published on the platform, and we may require you to accept them before you list or sell further. If you object, you may end the agreement by written notice; otherwise, continuing to use the platform means you accept the changes. Live Orders are governed by the version in force when they were placed.

15.2 You may end this agreement by 30 days' written notice before a renewal date, or by notice of a material breach by us that we have not fixed within 30 days.

15.3 We may suspend or end this agreement at any time, with immediate effect.

15.4 On ending: all sums owed become due immediately; clause 6.5 applies to your funds; and clauses 3.3, 6.3 to 6.5, 7, 9, 10, 11, 12, 13, and 16 continue in force.

16. General

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

16.2 This agreement (with the Buyer Terms) is the entire agreement between us. If any clause is unenforceable, the rest remain in force. Not enforcing a right is not a waiver of it.

16.3 We may transfer this agreement. You may not transfer it without our written consent.

16.4 No third party may enforce this agreement.

16.5 This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.