Whitelabel Terms & Conditions

JM Wholesale Terms & Conditions
White Label (Manufacture and Supply) & Bulk Orders



1. About us

1.1 Company details. JM Wholesale Limited (company number 10569027) (we and us) is a company registered in England and Wales and our registered office is at 1 Brook Street, Whetstone, Leicester, Leicestershire LE8 6LA. Our main trading address is 1 Brook Street, Whetstone, Leicester, Leicestershire LE8 6LA. Our VAT number is GB307322632. We operate the website www.jm-wholesale.co.uk.

1.2 Contacting us. To contact us telephone our White Label team at 0116 273 1706 (Option 3 for White Label) or email whitelabel@jm-wholesale.co.uk. How to give us formal notice of any matter under the Contract is set out in clause 17.2.

2. Introduction.

2.1 Introduction. These terms and conditions relate to the white label manufacturing and supply business operated by JM Wholesale Limited (White Label Business) and purchases of unbranded or loose, unpackaged products, including extracts (Bulk Purchase).

2.2 Communications. For convenience of both you and us and to reduce confusion, all communications relating to the White Label Business and the Bulk Purchase will only be recognised by us if they are in writing and communicated by email. Communications by telephone, WhatsApp, social media platform or other communication method will not be recognised as creating or being part of any contract, which may arise between us.

2.3 Email. All requests or other communications relating to the White Label Business should be emailed solely to whitelabel@jm-wholesale.co.uk

3. Our contract with you.

3.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.

3.2 Entire agreement. The Contract is the entire agreement between 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.

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

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

3.5 White Label and Bulk Purchase. These terms and conditions apply when you purchase White Label or Bulk Purchase products from us.

4. Placing an order and its acceptance

4.1 Order Enquiry. Your order enquiry should include a description of the product to be manufactured including any special requirements and quantities, sufficient for us to understand your requirements and accurately price the order.

4.2 Placing your order. Please email your final order confirmation to us at whitelabel@jm-wholesale.co.uk to place an order. Your email order should confirm full details of your order. Only email order confirmations will be accepted by us.

4.3 Each order is an offer by you to buy the goods specified in our email Enquiry Response (Goods) subject to these Terms. Please note that these terms and conditions are reviewed and updated from time to time and if you are a regular customer, it is important that you review the latest version of these terms published on our website before each order. https://jm-wholesale.co.uk/pages/white-label-terms-conditions

4.4 Correcting errors. You are responsible for ensuring that your order is complete and accurate. We will price and manufacture to the description provided to us by you and it is therefore your responsibility to ensure the accuracy of the description of the product, including quantities, you are ordering from us.

4.5 Acknowledging receipt of your order. After we have accepted your product details and specifications provided by you with your order confirmation, you will receive an email from us confirming your order and attaching an invoice for the total cost of the Goods. Our acceptance of your order will take place as described in clause 4.6.

4.6 Accepting your order. Our acceptance of your order takes place when we send the email to you to accept it along with our invoice for the cost of the Goods, at which point the Contract between you and us will come into existence.

4.7 If we cannot accept your order. If we are unable to supply you with the Goods or unable to meet your specification for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.

5. Manufacture to order.

5.1 Although we have made every effort to be as accurate as possible in our manufacturing process, all sizes, weights, capacities, dimensions and measurements indicated to you have a 10% tolerance.

5.2 We reserve the right to amend the specification of the Goods during the manufacturing process if required by any applicable statutory or regulatory requirement.

5.3 We do not accept liability for any products modified by you or a party instructed by you after delivery.

5.4 Manufacturing and delivery dates for your order will be agreed with you prior to your order being invoiced by us. Manufacturing and delivery times are indicative only and do not indicate strict deadlines. Due to the nature of the business, manufacturing and delivery times may change from time to time, and we do not accept liability for losses caused by any delays in manufacture or delivery of the goods caused by events outside our control. We reserve the right to revise manufacturing and delivery times due to supply shortage, research, and development, COVID restrictions, workforce illness or shortage, equipment upgrades and maintenance, temporary pause of production and stock replenishment.

5.5 Once we accept your order and issue our invoice any amendments to your order are at our absolute discretion and where accepted may incur additional costs and result in revised manufacturing and delivery dates.

5.6 Testing and certification can be provided by us for products we supply. At our absolute discretion, testing and certification of products may be provided free of charge or may incur charges based on the size of the order and products type. Please enquire about testing and certification before finalising your order. Testing and certification may not be provided for without charge if requested after production.

6. Return and Money Back Guarantee

6.1 If you experience a problem with your order, you can also email us at whitelabel@jm-wholesale.co.uk setting out full details of the issue.

6.2 If the unlikely event that the packaging or product quality is materially different from the samples received by you (in cases where samples have been sent to you prior to your order), we will use our reasonable endeavours to correct such inconsistencies within a reasonable time frame to be agreed by you and us.

6.3 Should we fail to correct any such material differences within the time frame agreed with you, you shall be eligible for a partial or a full refund of the amount paid by you for your order. This right to a partial or full refund only applies where you have received samples from us immediately prior to your order being received by us and the quality of the goods despatched by us is materially inferior to the original samples.

6.4 In the event of a partial or full refund, due to the goods supplied by us being of materially inferior quality to the samples supplied by us immediately prior to the order placed with us, it is a condition of any refund that you must return the goods to us prior to us processing any partial or full refund.

7. Samples

7.1 Reasonable requests for available samples are usually provided without charge as part of the order enquiry process.

7.2 In certain cases, we may need to make a small charge for samples. This will be made clear to you at the time you request samples together with the cost (plus VAT). Any payment made for samples (excluding shipping costs, VAT and duty) will be credited against any resulting orders placed with us.

8. Delivery, transfer of risk and title

8.1 We will agree an estimated delivery date prior to issuing our invoice for the goods. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 16 (Events outside our control) for our responsibilities when this happens.

8.2 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order and stated on our invoice and the Goods will be at your risk from that time.

8.3 You own the Goods once we have received payment in full, including of all applicable delivery charges, manufactured and delivered the goods to the agreed delivery address.

8.4 If we fail to deliver the Goods, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions.

9. Price of goods and delivery charges

9.1 The prices of the Goods will be as quoted on our email Enquiry Response. We take all reasonable care to ensure that the prices of Goods notified to you in our Enquiry Response are correct.

9.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.

9.3 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.

9.4 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you in our email Enquiry Response before you confirm your order.

9.5 We sell a large number of Goods. It is always possible that, despite our reasonable efforts, some of the Goods may be incorrectly priced. If we discover an error in the price of the Goods you have ordered, we will contact you by email to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order and commence manufacturing until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you by email. If we mistakenly accept, manufacture, and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.

10. How to pay

10.1 You shall pay invoices in full and in cleared funds within 5 days of receipt. Payment shall be made by card payment or to the bank account notified to you by email by us. A list of payment cards accepted by us is available on request.

10.2 Payment for the Goods and all applicable delivery charges is in advance on receipt of our invoice. We will not commence manufacturing until the agreed payment has been received.

10.3 Without prejudice to the other provisions in these terms, in the case of orders for Goods to a value of over £1,000.00 (excluding VAT), 50% of the invoiced amount must be paid at the time of invoicing with the balance being paid at least 3 clear days prior to the date of dispatch of goods.

10.4 All invoiced amounts and all payments are in pounds sterling. No other currency will be accepted.

10.5 In the case of orders in excess of £1,000 in value (excluding VAT) if the balance of any invoiced amount is not paid within 14 days of the invoice date, any amount already paid will be forfeited to cover our labour and material cost of manufacturing the Goods. If the amount paid by you does not cover our labour and material costs, we reserve the right to recover any additional amount required to cover the cost of manufacturing the Goods.

10.6 We reserve the right to change the pricing of Goods based on third party price increases, such as raw material costs, shipping costs, changes to taxation of Goods. In the event of an increase in raw material costs after you have fully paid in full for your order, we will not seek to increase the agreed pricing.

11. Our warranty for the goods

11.1 The Goods are intended for use only in the UK. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.

11.2 We provide a warranty that on delivery, the Goods shall:
(a) subject to these terms and conditions, conform in all material respects with their description; and
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

11.3 Subject to clause 12.4, if:
(a) you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 12.2;
(b) we are given a reasonable opportunity of examining the Goods; and
(c) we ask you to do so, you return the Goods to us at your cost,

we will, at our option, replace the defective Goods, or refund the price of the defective Goods in full.

11.4 We will not be liable for breach of the warranty set out in clause 12.2 if:
(a) you make any further use of the Goods after giving notice to us under clause 12.3;
(b) you alter the Goods without our written consent;
(c) the defect arises as a result of wilful damage, negligence, or abnormal storage conditions; or
(d) the Goods differ from their description or specification as a result of changes to the manufacturing process or packaging made to ensure they comply with applicable statutory or regulatory requirements.

11.5 We will only be liable to you for the Goods' failure to comply with the warranty set out in clause 11.2 to the extent set out in this clause 11.

11.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

11.7 These Terms also apply to any replacement Goods supplied by us to you.

12. Guaranteed Distribution

12.1 Prior to finalising your order, please enquire of us in relation to our Guaranteed Distribution service available in relation to goods manufactured by us. The following terms and conditions apply specifically to our distribution service:
(a) Guaranteed Distribution is not a promise, or a forecast made by JM Wholesale regarding any sales or purchases. Guaranteed Distribution means adding your approved products to JM Wholesale’s platforms to be made available to trade customers of JM Wholesale which provides you with a distribution opportunity.

(b) the goods must be approved by our distribution department prior to the order for the goods being agreed by us, by sending the product details to partner@jm-wholesale.co.uk. This must be done on a case-by-case basis prior to each order.
(c) the wholesale prices of the goods marketed through our distribution service must be priced by us (which will be at a price appropriate to current market prices).
(d) our distribution charges will be agreed with you in writing on a case-by-case basis but will be in the region of 20% of gross profit from sales, plus VAT.
(e) goods accepted for our distribution service may, at our absolute discretion, be featured on JM Wholesale's Wholesale and dropshipping partner platforms.
12.2 The products that are accepted for distribution will be placed on JM Wholesale's Distribution Program. Further details of our distribution program can be found at: https://jm-wholesale.co.uk/pages/wholesale-distribution-program

12.3 The following is a link to our terms and conditions, which apply, to our Distribution Program: https://dropshipping.jm-wholesale.co.uk/pages/distribution-program-terms-conditions

13. Our liability: your attention is particularly drawn to this clause

13.1 References to liability in this clause 13 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.2 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

(d) any other liability that cannot be limited or excluded by law.

13.3 Subject to clause 13.2, we will under no circumstances be liable to you for:
(a) any loss of profits, sales, business, or revenue; or
(b) loss of business opportunity; or
(c) loss of anticipated savings; or
(d) loss of goodwill; or
(e) any indirect or consequential loss.

13.4 Subject to clause 13.2, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed 100% of the price of the Goods.

13.5 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. 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 Goods are suitable for your purposes.

14. CBD Novel Food Disclaimer

14.1 Cannabidiol (CBD) consumables marketed as food supplements necessitate a Novel Food (NF) authorisation for sale in the Great Britain (GB) market. Specifically, your CBD products need to be covered by a Novel Food application that has been lodged with the Food Standards Agency (FSA), or they must have their own independent NF application.

14.2 At present, novel food authorisation pertains solely to CBD consumables. However, all cannabinoids (including CBG, CBC, etc.) are deemed novel and are thus not permitted for sale in the GB or EU market. Other cannabinoids are not presently eligible for listing publicly due to temporary measures for CBD products that exclude them from the scope.

14.3 As partners of the EIHA consortium, we're actively involved with two applications submitted to the FSA for CBD Isolates and Full Spectrum CBD (Distillates). These applications have been validated and are awaiting final approval. EIHA's Novel Food application numbers are RP427 for CBD Isolate and RP438 for Full Spectrum CBD.

14.4 Partners of EIHA projects GmbH wholly own the rights to EIHA's toxicology studies and scientific data. These ensure the safety of the products we supply to our clients. Hence, we guarantee that all whitelabel products we manufacture and distribute contain FSA compliant ingredients and are appropriately labelled for the GB market.

14.5 The FSA mandates that every CBD food product and brand needs novel food authorisation to be launched on the GB market. This includes all CBD food products, even White Label product variations, irrespective of whether the same product is authorised under another brand.

14.6 The FSA is still accepting Novel Food Applications for CBD. However, these Novel Food Applications fall into the category of 'new products' and hence cannot be marketed until the supporting application has been 'authorised'. A 'validated' application does not in itself enable new products to be introduced into the UK market. The FSA required CBD applications to be submitted before 31st March 2021, for businesses to continue to sell existing CBD products. All CBD applications submitted after this date would need authorisation before the products linked to them are permitted on the GB market.

14.7 Brand owners bear the responsibility of ensuring their products have received novel food authorisation before introducing them into the GB market.

14.8 If you have not already submitted an application for your products, we can sublicense these under EIHA's application only once they receive authorisation from the FSA.

14.9 Novel Food sublicensing can be obtained for a fee set by EIHA, which currently begins at 2,156.25 EUR (and is subject to biannual increases). For more information about the sublicensing process, contact us at whitelabel@jm-wholesale.co.uk.

14.10 For further details, please refer to the FSA's CBD Novel food guidelines at https://www.food.gov.uk/business-guidance/cbd-products-linked-to-novel-foodapplications.

This statement aims to inform customers about compliance requirements and our role as a manufacturer. We encourage you to familiarize yourself with these guidelines to ensure your products comply with these regulations. For the most current information, we kindly advise you to get in touch with the FSA.

15. Cosmetic Product Disclaimer

15.1 We will ensure that all products produced by JM Wholesale are labelled correctly to be placed on the GB market.

15.2 It is the responsibility of the brand owner to ensure that cosmetic products comply with all relevant regulations.

15.3 Should you place new cosmetic products onto the GB market, a responsible person must be established who is based in the UK.

15.4 We are able to provide a Product Information File (PIF) and complete safety assessment for all products. We are also able to create a cosmetic product notification on your behalf. These services will incur extra charges and are not included within your product pricing, unless stated otherwise.

15.5 More information regarding cosmetic product regulations can be found here: https://www.gov.uk/government/publications/cosmetic-products-enforcement-regulations-2013/regulation-20091223-and-the-cosmetic-products-enforcement-regulations-2013-great-britain

16. Termination

16.1 Without limiting any of our other rights, we may suspend manufacture and supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you by email 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 10 days of you being notified by email to do so;

(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(d) your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

16.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.

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

17. Events outside our control

17.1 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).

17.2 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. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

17.3 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, you will return (at your cost) any relevant Goods you have already received and we will refund the price you have paid, excluding any delivery charges.

18. Email communications between us

18.1 When we refer to "in writing" in these Terms, this means email.

18.2 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 sent by email.

18.3 A notice or other communication is deemed to have been received if sent by email, at
9.00 am the next working day after transmission.

18.4 In proving the service of any notice, it will be sufficient to prove, in the case of an email, that such email was sent to the specified email address of the addressee.

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

19. Confidentiality

19.1 We will not disclose to any third parties that the White Label products are manufactured by us and the transactions under these terms and conditions are to be treated as confidential and should not be disclosed to any person except:
(a) with the prior consent of the other party via email; or
(b) to the extent required to do so by law or by any regulatory or government authority of competent jurisdiction; or
(c) to the extent required to do so by a court of competent jurisdiction.

20. General

20.1 Assignment and transfer.
(a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you by posting on this webpage 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

20.2 Product Recall.
(a) If the you are the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (Recall Notice) you shall immediately notify us by email at whitelabel@jm-wholesale.co.uk attaching a copy of the Recall Notice.
(b) Unless required by law, you may not undertake any recall or withdrawal without our written permission and only then in strict compliance with our instructions about the process of implementing the withdrawal.

20.3 Variation. We have the right to vary these terms and conditions from time to time on giving you at least 7 days’ notice in writing. In the event that we fail to send you notice, Clause 4.3 shall apply when you place future orders with us.

20.4 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do

not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.

21.5 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.

21.6 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

21.7 Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.