Terms & Conditions

These Terms apply to all wholesale sales unless otherwise agreed in writing by Popsoda Limited. 

 

Contents 

 

  1. About These Terms  

  1. Definitions and Interpretation  

  1. About Popsoda  

  1. Eligibility to Purchase  

  1. Customer Accounts  

  1. Orders and Contract Formation  

  1. Prices  

  1. Payment Terms  

  1. Credit Limits  

  1. Delivery  

  1. International Trade, Customs and Taxes  

  1. Risk and Ownership of Goods  

  1. Inspection, Shortages and Damage  

  1. Returns  

  1. Quality and Defects  

  1. Product Safety and Recalls  

  1. Intellectual Property  

  1. Use of the Brands 

  1. Marketplace Sales  

  1. Confidentiality  

  1. Website and Digital Services  

  1. Data Protection  

  1. Limitation of Liability  

  1. Force Majeure  

  1. Anti-Bribery 

  1. Modern slavery 

  1. Suspension and Termination  

  1. General Legal Provisions  

  1. Governing Law  

 

 

1. About These Terms 

1.1 These Wholesale Terms and Conditions of Sale ("Terms") govern the sale and supply of all Goods by Popsoda Limited ("Popsoda", "we", "our" or "us") to business customers ("Customer", "you" or "your"), unless otherwise expressly agreed in writing by an authorised director of Popsoda Limited. 

1.2 These Terms apply to all orders placed with Popsoda, whether submitted through our wholesale website, B2B ordering portal, email, telephone, sales representative, or any other ordering method accepted by Popsoda. 

1.3 These Terms apply to all Goods supplied by Popsoda Limited, including products sold under the Hell Bunny®, Chet Rock® and any other brands owned, licensed, or distributed by Popsoda Limited from time to time. 

1.4 By placing an Order, opening, or operating a trade account, accepting Delivery, or otherwise trading with Popsoda, the Customer confirms that it has read, understood, and agrees to be bound by these Terms. 

1.5 These Terms supersede all previous versions of Popsoda's wholesale terms and conditions and shall prevail over any purchasing terms and conditions or other terms submitted by the Customer unless expressly agreed in writing by Popsoda. 

1.6 No employee, agent, or representative of Popsoda has authority to vary these Terms unless the variation is expressly agreed in writing by an authorised director of Popsoda Limited. 

2. Definitions and Interpretation 

In these Terms, the following words and expressions shall have the meanings set out below. 

Account means a trade credit or trading account opened and maintained by Popsoda for an approved Customer. 

Business Day means any day other than a Saturday, Sunday, or public holiday in England when banks are open for business. 

Contract means the agreement between Popsoda and the Customer for the sale of Goods, incorporating these Terms. 

Customer means any company, partnership, limited liability partnership, sole trader, or other business entity purchasing Goods from Popsoda. 

Delivery means completion of delivery in accordance with these Terms. 

Goods means any garments, accessories, footwear, packaging, promotional items, or other products supplied by Popsoda. 

Intellectual Property Rights means all copyright, trademarks, registered and unregistered designs, design rights, patents, database rights, know-how, trade secrets, domain names, business names, logos, artwork, photographs, product descriptions, and any other intellectual property rights owned, licensed, or controlled by Popsoda. 

Marketplace means any third-party online marketplace or sales platform operated by a third party through which Goods may be advertised or sold. 

Order means any request submitted by the Customer to purchase Goods from Popsoda. 

Pro Forma Invoice means an invoice issued requiring payment before Goods are dispatched. 

Website means any website, online portal, digital ordering platform, or mobile application owned or operated by Popsoda. 

Unless the context otherwise requires. 

  • words importing the singular include the plural and vice versa.  

  • references to one gender include all genders.  

  • references to legislation include any amendment, re-enactment, or replacement of that legislation.  

  • references to clauses are references to clauses within these Terms unless otherwise stated.  

  • headings are for convenience only and shall not affect the interpretation of these.  

Confidential Information means any commercial, financial, technical, operational or other information disclosed by Popsoda to the Customer, whether in writing, electronically, verbally or by any other means, including but not limited to pricing, discounts, customer information, product launches, business plans, supplier information, marketing strategies and any information which is identified as confidential or would reasonably be considered confidential. 

Force Majeure Event means any event or circumstance beyond the reasonable control of a party which prevents or delays the performance of its obligations under these Terms, including those referred to in Section 24. 

Price means the amount payable by the Customer for the Goods, exclusive of VAT and any applicable delivery charges, duties or taxes unless expressly stated otherwise. 

VAT means Value Added Tax chargeable under the laws of the United Kingdom or any equivalent sales or consumption tax applicable in the jurisdiction where the Goods are supplied. 

Writing includes email and other electronic communications capable of being retained for future reference but excludes text messages and instant messaging applications unless expressly agreed otherwise by Popsoda. 

Specification means the product description, sizing, colour, design, composition, or other characteristics of the Goods as specified by Popsoda from time to time. 

3. About Popsoda 

3.1 Company Information 

Popsoda Limited is a company incorporated and registered in England and Wales under company number 04933008, whose registered office is at 48–50 Fowler Road, Hainault Business Park, Ilford, Essex, IG6 3UT. 

3.2 VAT Registration 

Popsoda's VAT Registration Number is GB 626 2366 44. 

3.3 Contact Details 

The Customer shall use the contact details published on Popsoda's official website for all enquiries relating to Orders, Deliveries, payments, returns, and customer support. Wholesale Website  

The current wholesale website is published on Popsoda's official website and may be updated from time to time. 

Popsoda may amend its contact details from time to time without affecting the validity of these Terms. 

4. Eligibility to Purchase 

4.1 Popsoda supplies Goods exclusively to Customers purchasing in the course of business. Goods are not supplied to consumers and consumer protection legislation applicable to consumer transactions shall not apply to Contracts entered into under these Terms. 

4.2 By placing an Order, the Customer confirms and warrants that: 

a) it is acting wholly for business purposes; 

b) it has the legal capacity and authority to enter into binding contracts; 

c) all information provided to Popsoda is complete, accurate and up to date; 

d) the individual placing the Order has authority to bind the Customer; 

e) it shall comply with all applicable laws and regulations relating to the purchase, importation, resale, and distribution of the Goods. 

4.3 Popsoda reserves the right, at its discretion, to approve or reject any application for a trade account or refuse any Order without providing a reason. 

4.4 Approval of a trade account does not oblige Popsoda to accept every Order submitted by the Customer. 

4.5 The Customer shall promptly notify Popsoda of any change to: 

  • business ownership; 

  • registered company details; 

  • trading address; 

  • VAT registration;  

  • legal status; 

  • actual or threatened insolvency events; 

  • any other material change that may affect the trading relationship;  

  • change of beneficial ownership; or 

  • change in financial circumstances likely to affect payment. 

4.6 Failure to provide accurate or up-to-date information may result in Orders being delayed, suspended, cancelled, or refused and may result in the suspension or closure of the Customer's Account. 

4.7 The Customer shall comply with all applicable laws, regulations and industry standards relating to the purchase, importation, storage, marketing, resale, and distribution of the Goods. 

4.8 Popsoda may request such information as it reasonably requires verifying the Customer's identity, trading status, financial standing or continued eligibility to purchase Goods. The Customer shall provide such information within a reasonable period of any request. 

5. Customer Accounts 

5.1 Access to Popsoda's wholesale website, ordering portal or other ordering systems is restricted to approved Customers and remains subject to Popsoda's approval at all times. 

5.2 The Customer shall be responsible for maintaining the confidentiality of its login and account credentials. 

5.3 The Customer shall ensure that only authorised personnel have access to its account. 

5.4 Any Order submitted using the Customer's login credentials shall be deemed to have been authorised by the Customer unless Popsoda has previously been notified in writing that the account has been compromised. 

5.5 The Customer must notify Popsoda immediately if it becomes aware of: 

  • unauthorised access;  

  • suspected fraud; 

  • password compromise;  

  • unauthorised Orders; or  

  • any other security concern affecting its account.  

5.6 Popsoda reserves the right to suspend, restrict or terminate any Customer account where it reasonably believes: 

a) account security has been compromised; 

b) fraudulent activity has occurred or is suspected; 

c) these Terms have been breached; 

d) payment obligations have not been met;  

e) continued access may expose Popsoda or other customers to risk; or 

f) the Customer has provided false, misleading, or incomplete information. 

5.7 The Customer remains responsible for all activity undertaken using its account until Popsoda has had a reasonable opportunity to secure or suspend that account following notification. 6. Orders and Contract Formation 

5.8 The Customer shall ensure that all persons using its Account are appropriately authorised and trained in the use of Popsoda's ordering systems. 

5.9 Popsoda reserves the right to close any Customer Account where: 

a) no trading activity has occurred for an extended period; 

b) these Terms have been materially breached; 

c) the trading relationship has ended; or 

d) Popsoda reasonably considers continued operation of the Account inappropriate. 

5.10 The Customer shall ensure that all information held within its Account remains accurate and up to date at all times. 

Orders  and Contract Formation 

6.1 All quotations, price lists, catalogues, promotional material, and product specifications issued by Popsoda are provided for information only and do not constitute a legally binding offer to sell. 

6.2 The submission of an Order by the Customer constitutes an offer to purchase Goods subject exclusively to these Terms. 

6.3 Receipt of an Order by Popsoda does not constitute acceptance of that Order. 

6.4 A Contract shall only be formed when Popsoda accepts the Order by one of the following methods: 

a) issuing a written Order Confirmation; 

b) issuing a Pro Forma Invoice which is subsequently paid in full; 

c) issuing a dispatch confirmation; or 

d) dispatching the Goods, 

6.5 Until a Contract has been formed, Popsoda reserves the right to: 

  • refuse any Order; 

  • amend quantities;  

  • amend delivery dates;  

  • withdraw quotations;  

  • refuse supply; 

  • request additional information;  

  • require payment in advance;  

  • cancel an Order without liability; or 

  • correct any administrative or pricing errors. 

6.6 Acceptance of one Order shall not oblige Popsoda to accept any future Order submitted by the Customer. 

6.7 All orders are accepted subject to product availability. 

No guarantee is given that any Goods shown within catalogues, price lists, websites, or promotional material will remain available for sale. 

6.8 Popsoda reserves the right to discontinue any product, style, colour, size, collection, or product line at any time without prior notice. 

6.8A Popsoda reserves the right to make minor changes to the Goods where such changes: 

a) improve the product; 

b) are required to comply with applicable law; 

c) do not materially affect the nature or quality of the Goods. 

6.9 Product photographs, descriptions, dimensions, colours, specifications, and marketing material are provided for guidance only. 

Minor differences resulting from manufacturing processes, photography, screen settings, printing methods, or product improvements shall not constitute a defect. 

Product images are illustrative only and may not exactly represent the Goods supplied. 

6.10 Popsoda reserves the right to allocate available stock between Customers where demand exceeds supply. 

No Customer shall have priority unless otherwise agreed in writing. 

6.11 Popsoda may fulfil an Order in full or in part. 

Where only part of an Order is available, Popsoda may: 

a) dispatch the available Goods; 

b) place the remaining Goods on back order; 

c) cancel unavailable items; 

d) offer suitable alternatives; or 

as Popsoda considers appropriate. 

6.12 Unless otherwise agreed in writing, any Goods placed on back order shall be supplied when they become available. Popsoda does not guarantee the availability of back-ordered Goods or any specific delivery date for such Goods. 

6.13 The Customer may request cancellation of an Order before dispatch. 

Popsoda may, at its discretion, accept or refuse such cancellation. 

6.14 Orders for: 

  • bespoke products;  

  • customised products;  

  • special production runs;  

  • made-to-order Goods; or  

  • specially sourced products.  

cannot be cancelled once production or procurement has commenced. 

6.15 Where the Customer requests any amendment to an Order after acceptance, Popsoda shall use reasonable endeavours to accommodate the request but shall not be obliged to do so. 

Any amendment may result in revised pricing, revised delivery dates, or cancellation of the original Order. 

6.16 Subject to Section 23 (Limitation of Liability), Popsoda shall not be liable for any loss arising from the refusal, amendment, delay, or cancellation of an Order in accordance with these Terms. 

7. Prices 

7.1 Unless otherwise agreed in writing, all Prices shall be those published by Popsoda and in force on the date the Order is accepted. 

7.2 All prices are quoted exclusive of: 

  • Value Added Tax (VAT);  

  • customs duties;  

  • import taxes;  

  • local sales taxes;  

  • brokerage charges;  

  • import clearance fees; and  

  • delivery charges;  

unless expressly stated otherwise. 

7.3 The Customer shall be responsible for paying all applicable taxes, duties and governmental charges relating to the purchase, importation, storage, or resale of the Goods. 

7.4 Popsoda reserves the right to amend its prices at any time. 

Any change in pricing shall not affect Orders already accepted unless: 

a) an obvious pricing error has occurred; 

b) taxation changes before dispatch; 

c) where pricing has been agreed on the basis of exchange rate fluctuations; or 

d) the Customer agrees to revised pricing. 

7.5 The publication of a price does not constitute an offer capable of acceptance. 

7.6 Where a pricing error is obvious or could reasonably have been recognised by the Customer as a mistake, Popsoda reserves the right to: 

  • refuse the Order; 

  • cancel the Order;  

  • amend the price; 

  • offer the Goods at the correct price; or 

  • withdraw the Goods from sale. 

whether the error occurred within catalogues, websites, electronic systems, quotations, or any other communication. 

7.7 Discounts, promotional prices, and special offers: 

a) apply only during the stated promotional period; 

b) cannot be applied retrospectively; and 

c) may be withdrawn at any time unless already accepted within a Contract. 

7.8 Trade discounts are confidential and must not be disclosed to any third party without Popsoda's prior written consent. 

7.9 Popsoda may offer customer-specific pricing based on trading history, purchase volumes, or commercial agreements. 

Such pricing is confidential and does not create any entitlement for future Orders. 

7.10 Unless otherwise agreed in writing, prices are quoted in Pounds Sterling (GBP). 

Where Popsoda agrees to trade in another currency, payment shall be made in the agreed currency. 

7.11 Any bank charges, transfer fees, currency conversion costs, or intermediary banking charges incurred in making payment shall be borne solely by the Customer. 

8. Payment Terms 

8.1 Payment shall be made in accordance with the payment terms agreed in writing between Popsoda and the Customer. Where the Customer trades on a Pro Forma basis, payment in full must be received in cleared funds before the Goods are dispatched. 

8.2 Payment shall not be regarded as received until cleared funds have been credited to Popsoda's nominated bank account. 

8.3 Time for payment shall be of the essence. 

8.4 The Customer shall make payment without: 

  • deduction;  

  • withholding;  

  • counterclaim;  

  • set off; or  

  • any other adjustment.  

unless required by law. 

8.5 If payment is not received by the due date, Popsoda may immediately and without prejudice to any other rights: 

a) suspend processing of all Orders; 

b) suspend dispatch of Goods; 

c) withdraw credit facilities; 

d) place the Customer on Pro Forma terms; 

e) cancel outstanding Orders; 

f) charge interest in accordance with clause 8.7; 

g) recover any reasonable costs incurred in recovering overdue sums; or 

h) refuse to accept any new Orders until all outstanding sums have been paid in full. 

8.6 Interest shall accrue on overdue amounts at the rate permitted under the Late Payment of Commercial Debts (Interest) Act 1998, together with any fixed compensation and reasonable debt recovery costs permitted by law. 

8.7 Acceptance of a late payment shall not constitute a waiver of Popsoda's rights. 

8.8 Where the Customer disputes any invoice, it shall notify Popsoda in writing without delay, providing full details of the dispute. 

The undisputed portion of the invoice shall remain payable by the original due date. 

8.9 Popsoda reserves the right to allocate any payment received against any outstanding invoice at its discretion. 

8.10 Popsoda reserves the right to require payment in advance where, in its reasonable opinion, the Customer's financial circumstances or payment history give rise to concerns regarding payment. 

9. Credit Limits 

9.1 The granting of a Credit Limit is at Popsoda's discretion and does not oblige Popsoda to continue offering credit facilities. 

9.2 A Customer may only purchase Goods on credit once a Credit Limit has been approved in writing by Popsoda. 

9.3 Popsoda may, at its discretion, grant, refuse, or review Credit Facilities based upon such information as it considers appropriate, including financial information, trade references, credit reports, banking information, or previous trading history. 

9.4 Popsoda reserves the right to: 

a) refuse any application for credit; 

b) reduce a credit limit; 

c) increase a credit limit; 

d) suspend a Credit Limit; 

e) withdraw a Credit Limit; or 

f) require payment on a Pro Forma basis. 

9.5 Suspension or withdrawal of a Credit Account shall not affect the Customer's obligation to pay any outstanding amounts due to Popsoda. 

Popsoda may exercise any of the above rights with immediate effect where it reasonably considers it necessary to protect its commercial interests. 

9.6 The Customer shall immediately notify Popsoda if: 

  • its ownership changes;  

  • its legal status changes;  

  • a director or partner changes;  

  • insolvency proceedings are threatened or commenced;  

  • County Court Judgments are entered against it; 

  • it experiences financial difficulties; or  

  • any circumstance arises that could reasonably affect its ability to pay.  

9.7 Popsoda may review Credit Limits periodically and may amend credit limits or payment terms following such review. 

9.8 The existence of available credit does not guarantee acceptance of any Order. 

9.9 Where a customer exceeds its agreed credit limit, Popsoda may: 

  • suspend dispatch of Goods; 

  • refuse further Orders;  

  • require immediate payment;  

  • reduce the credit limit; or  

  • place the Customer onto Pro Forma terms.  

9.10 Popsoda may apply any payment received to any outstanding balance regardless of any payment reference supplied by the Customer. 

9.11 The Customer shall not be entitled to withhold payment because of any dispute concerning another invoice or another Order. 

9.12 If any invoice remains overdue, Popsoda may suspend all outstanding Orders and refuse to accept new Orders until payment has been received in cleared funds. 

9.13 Nothing in these Terms prevents Popsoda from commencing legal proceedings to recover overdue sums at any time. 

10. Delivery 

10.1 Delivery dates provided by Popsoda are estimates only and are not guaranteed. 

Time for delivery shall not be of the essence unless expressly agreed in writing. 

10.2 Popsoda shall use reasonable endeavours to deliver Goods within the estimated delivery period but shall not be liable for delays beyond Popsoda's reasonable control. 

10.3 Delivery shall be deemed to have taken place when the Goods are delivered to the delivery address specified by the Customer or collected by the Customer or its nominated carrier. 

10.4 Risk in the Goods shall pass in accordance with Section 12 of these Terms. 

10.5 The Customer shall ensure that: 

  • delivery information is accurate;  

  • suitable access is available;  

  • authorised personnel are available to receive the Goods;  

  • any special delivery requirements are notified to Popsoda before dispatch. 

10.6 Where delivery cannot be completed because of the Customer, Popsoda may: 

a) rearrange delivery; 

b) charge additional delivery costs; 

c) charge storage costs; 

d) recover all additional carrier charges; or 

e) treat the Goods as having been delivered for the purposes of these Terms. 

10.7 Popsoda may deliver an Order in one or more consignments. 

Each delivery shall constitute a separate delivery and any delay affecting one consignment shall not entitle the Customer to reject the remaining deliveries. 

10.8 The Customer shall inspect all Goods immediately upon delivery. 

Any shortages, visible damage or delivery discrepancies must be reported in accordance with Section 13. 

10.9 Where Goods are collected by the Customer or its appointed carrier, delivery shall be deemed to occur upon collection. 

10.10 Where Popsoda arranges delivery using a third-party carrier, Popsoda shall use reasonable care in selecting the carrier but shall not be liable for delays or failures in delivery caused by the carrier or other circumstances beyond Popsoda's reasonable control. 

10.11 Any delivery charges quoted are based on information available at the time of quotation. 

Popsoda reserves the right to amend delivery charges where: 

  • carrier charges increase; 

  • fuel surcharges change; 

  • customs requirements change;  

  • delivery requirements change; or  

  • incorrect delivery information has been supplied.  

10.12 Failure by Popsoda to deliver any part of an Order shall not entitle the Customer to cancel the remainder of the Order unless otherwise agreed in writing. 

10.13   Where Goods are made available for collection and are not collected within a  

reasonable period, Popsoda may charge reasonable storage costs and reserves the right to cancel the Order or dispose of the Goods following reasonable notice to the Customer. 

10.14 If delivery cannot be completed after reasonable delivery attempts due to the Customer's failure to accept delivery, Popsoda may, at its discretion: 

a) treat the Order as cancelled by the Customer; 

b) continue to store the Goods at the Customer's cost; or 

c) exercise any other rights or remedies available under these Terms or at law. 

11. International Trade, Customs and Taxes 

11.1 Unless otherwise agreed in writing, the Customer shall be responsible for complying with all import laws, customs regulations, and local legal requirements applicable in the country of destination. 

11.2 The Customer shall be responsible for the payment of all: 

  • customs duties;  

  • import VAT; 

  • local sales taxes;  

  • customs clearance charges; 

  • brokerage fees; 

  • governmental charges; and  

  • any other import-related costs.  

unless expressly agreed otherwise in writing. 

11.3 Popsoda shall not be liable for delays caused by: 

  • customs inspections; 

  • border controls;  

  • import licensing requirements; 

  • actions of governmental authorities; 

  • carrier delays; 

  • port congestion;  

  • any customs authority; or 

  • security inspections. 

11.4 Where customs authorities require additional documentation or information from the Customer, the Customer shall provide such information promptly. 

11.5 Any storage charges, demurrage, customs penalties, or additional carrier charges arising from delays attributable to the Customer shall be payable by the Customer. 

11.6 The Customer shall ensure that the importation, marketing, resale, and distribution of the Goods complies with all applicable laws within the destination country. 

11.7 Popsoda reserves the right to refuse supply where export restrictions, trade sanctions or other legal requirements prohibit or restrict the sale. 

11.8 Any advice provided by Popsoda regarding customs procedures, duties or taxation is provided in good faith for guidance only and shall not constitute legal or tax advice. 

The Customer remains solely responsible for obtaining independent advice where required. 

11.9 Where Goods cannot be imported, customs cleared or delivered due to the Customer's failure to comply with applicable laws or customs requirements, Popsoda shall be entitled to recover all reasonable costs incurred. 

11.10 The Customer confirms that neither it nor any person acting on its behalf is subject to any applicable trade sanctions which would make the sale or export of the Goods unlawful. 

11.11 The Customer shall promptly provide any information or documentation reasonably required by Popsoda to enable compliance with export, customs, or tax requirements. 

12. Risk and Ownership of Goods 

12.1 Risk in the Goods shall pass to the Customer upon completion of Delivery. 

12.2 Ownership of the Goods shall not pass to the Customer until Popsoda has received payment in full, in cleared funds, for: 

a) the Goods supplied; and 

b) all other sums due from the Customer to Popsoda under any Contract. 

12.3 Until ownership passes, the Customer shall: 

a) hold the Goods as bailee for Popsoda; 

b) store the Goods separately from other goods; 

c) clearly identify the Goods as Popsoda's property where reasonably practicable; 

d) maintain the Goods in satisfactory condition; or 

e) insure the Goods for their full replacement value. 

12.4 Until ownership passes, the Customer shall not: 

  • pledge; 

  • charge;  

  • mortgage;  

  • use as security; or  

  • otherwise encumber.  

the Goods. 

12.5 Where the Customer sells Goods before ownership has passed, such sale shall be made as principal and not as agent for Popsoda. 

The proceeds of sale shall be held on trust for Popsoda to the extent of the outstanding debt. 

12.6 If payment becomes overdue, Popsoda may require the Customer to immediately deliver up any Goods to which Popsoda retains title. 

12.7 If the Customer fails to comply with section 12.6, Popsoda may, so far as permitted by law, enter any premises during normal business hours where the Goods are reasonably believed to be stored for the purpose of recovering them. 

12.8 The rights contained within this Section shall survive termination of any Contract until full payment has been received. 

12.9 The Customer shall provide Popsoda with reasonable access and assistance to identify, inspect and recover any Goods in respect of which ownership has not passed. 

12.10 Until ownership passes, the Customer shall maintain adequate insurance in respect of the Goods and, upon reasonable request, provide evidence of such insurance to Popsoda. 

12.11 If the Customer enters administration, liquidation, or similar insolvency proceedings, Popsoda shall be entitled, so far as permitted by law, to recover any Goods in respect of which ownership has not passed. 

13. Inspection, Shortages and Damage 

13.1 The Customer shall inspect all Goods immediately upon Delivery. 

13.2 Any shortage, visible damage or delivery discrepancy shall be notified to Popsoda in writing within three (3) Business Days of Delivery. 

13.3 Any concealed defect which could not reasonably have been identified upon Delivery must be reported within seven (7) Business Days of discovery. 

13.4 All claims must include: 

  • Order number; 

  • invoice number;  

  • product codes; 

  • quantities affected;  

  • clear photographs or other reasonable evidence;  

  • full details of the issue; or 

  • batch number (where applicable). 

13.5 The Customer shall retain all packaging and Goods pending Popsoda's instructions. 

13.6 The Customer shall not dispose of, alter, repair, or return the Goods without Popsoda's prior written authorisation. 

13.7 Failure to comply with this Section may result in the claim being rejected. 

13.8 Popsoda reserves the right to inspect the Goods or appoint an independent third party to inspect the Goods before determining any claim. 

13.9 Acceptance of a claim shall be at Popsoda's discretion following investigation. 

Where a claim is accepted, Popsoda may, at its option: 

  • replace the Goods; 

  • repair the Goods;  

  • issue a credit note;  

  • refund the relevant purchase price; or  

  • provide another appropriate remedy.  

13.10 The remedies set out above shall constitute the Customer's exclusive remedy in respect of shortages, damage, or delivery discrepancies except where otherwise required by law. 

13.11 The Customer shall take all reasonable steps to mitigate any loss and shall not continue to sell, distribute or use Goods which are known or reasonably suspected to be defective. 

14. Returns 

14.1 No Goods may be returned to Popsoda without prior written authorisation. 

14.2 Authorisation to return Goods shall not constitute acceptance of liability. 

14.3 All approved returns must be made in accordance with any return instructions issued by Popsoda. 

14.4 Unless otherwise agreed in writing, returned Goods must: 

a) be unused; 

b) remain in their original condition; 

c) include all original labels, tags, and packaging; 

d) be adequately packaged for transport. 

14.5 Popsoda reserves the right to refuse any returned Goods which: 

  • have been worn; 

  • have been altered;  

  • have been relabelled;  

  • have been damaged after Delivery;  

  • are not in a resaleable condition; or 

  • have been sold, worn, or otherwise used by the Customer or its customer. 

14.6 Unless the return results from Popsoda's error or a confirmed defect, the Customer shall be responsible for all return transport costs. 

14.7 Returns received without prior authorisation may be refused or returned to the Customer at the Customer's expense. 

14.8 Acceptance of returned Goods shall not affect Popsoda's rights regarding any outstanding invoices or other Contracts. 

Where Popsoda accepts a return, Popsoda may, at its discretion, issue a replacement, credit note or refund. 

14.9 Where Goods have been supplied incorrectly or as a result of Popsoda's error, Popsoda shall determine, at its discretion, the most appropriate remedy, which may include: 

a) replacement of the Goods; 

b) issuing a credit note or refund; 

c) permitting the Customer to retain the Goods; or 

d) arranging collection of the Goods at Popsoda's expense. 

14.10 Clearance, end-of-line, discontinued or specially discounted Goods are non-returnable unless defective or supplied in error. 

14.11 The Customer shall not return any Goods at Popsoda's expense unless Popsoda has expressly agreed in writing to arrange or reimburse the return. 

14.12 Unless otherwise agreed in writing by Popsoda, goods may not be returned solely because they are surplus to the Customer's requirements or remain unsold. 

15. Quality and Defects 

15.1 Popsoda warrants that the Goods supplied shall, at the time of Delivery: 

a) materially correspond with their description; 

b) be of satisfactory quality within the meaning of applicable law; and 

c) be free from material manufacturing defects. 

15.2 Minor differences in colour, shade, texture, print positioning, fabric dye lots, washing effects or finishing techniques shall not constitute defects where such differences arise from normal manufacturing processes. 

15.3 Measurements, sizing charts and garment dimensions are provided as guidance only. 

Reasonable manufacturing tolerances shall not constitute defects. 

15.4 Popsoda shall not be liable where any issue arises as a result of: 

a) improper storage; 

b) misuse; 

c) negligence; 

d) accidental damage; 

e) unauthorised alteration; 

f) failure to follow the care instructions provided with the Goods; 

g) normal wear and tear; or 

h) improper handling after Delivery. 

15.5 Where a valid defect is established, Popsoda may, at its discretion: 

  • replace the Goods; 

  • repair the Goods; 

  • issue a credit note; or 

  • refund the purchase price.  

15.6 The remedies set out in this Section constitute the Customer's sole remedy in respect of defective Goods except where otherwise required by law. 

15.7 The Customer shall ensure that any care instructions, safety information, or product labelling supplied with the Goods are not removed, altered, or obscured prior to resale. 

15.8 The Customer shall not alter, repair, relabel or modify the Goods without Popsoda's prior written consent. Any such alteration may invalidate any warranty or other claim relating to the Goods. 

16. Product Safety and Recalls 

16.1 The Customer shall ensure that all Goods are stored, handled, displayed, marketed, and sold in accordance with all applicable legal and safety requirements. 

16.2 If the Customer becomes aware of any issue that may affect the safety of any Goods supplied by Popsoda, it shall notify Popsoda immediately. 

16.3 Where Popsoda initiates a product recall or product safety notice, the Customer shall cooperate fully and promptly. 

16.4 Such cooperation may include: 

  • immediately ceasing sales;  

  • isolating affected stock;  

  • notifying downstream customers where appropriate; 

  • providing stock information; 

  • assisting with recovery of affected Goods; or 

  • ceasing further distribution of the affected Goods. 

16.5 The Customer shall not issue any public statement regarding a product recall without Popsoda's prior written consent unless required by law. 

16.6 Nothing within this Section limits any statutory product safety obligations imposed by law. 

16.7 The Customer shall maintain appropriate records of the sale or distribution of the Goods where required by applicable law and shall make such records available to Popsoda upon reasonable request for the purposes of any product safety investigation or recall. 

16.8 The Customer shall take all reasonable steps to minimise any risk to consumers arising from affected Goods and shall comply promptly with any reasonable instructions issued by Popsoda in relation to product safety. 

17. Intellectual Property 

17.1 All Intellectual Property Rights relating to the Goods remain the exclusive property of Popsoda or its licensors. 

17.2 Nothing in these Terms transfers ownership of any Intellectual Property Rights to the Customer. 

17.3 The Customer is granted a limited, non-exclusive, revocable licence to use Popsoda's Intellectual Property solely for the purpose of promoting and selling genuine Goods purchased directly from Popsoda. 

17.4 The Customer shall not, without Popsoda's prior written consent: 

a) copy; 

b) reproduce; 

c) modify; 

d) distribute; 

e) publish; 

f) licence; or 

g) create derivative works from any Intellectual Property owned by Popsoda except as reasonably necessary to market genuine Goods; 

h) adapt. 

17.5 The Customer shall not remove, obscure, or alter any: 

  • trademarks; 

  • copyright notices;  

  • branding; 

  • product labels;  

  • care labels; 

  • swing tickets; or 

  • packaging. 

17.6 All product photography, digital content, catalogues, look books, artwork, graphics, logos, videos, marketing materials, and product descriptions supplied by Popsoda remain the exclusive property of Popsoda or its licensors. 

17.7 The Customer shall not use Popsoda's Intellectual Property in any way that: 

  • damages the reputation of Popsoda; 

  • damages the reputation of Hell Bunny®;  

  • damages the reputation of Chet Rock®; 

  • misrepresents the Goods; 

  • suggests sponsorship or endorsement where none exists; or 

  • is likely to cause confusion as to the origin, ownership, or authenticity of the Goods. 

17.8 Upon termination of the trading relationship, the Customer shall immediately cease using Popsoda's Intellectual Property upon written request from Popsoda. 

17.9 The Customer shall not knowingly sell, advertise, or distribute counterfeit Goods or any Goods which infringe Popsoda's Intellectual Property Rights. 

17.10 The Customer shall promptly notify Popsoda if it becomes aware of any actual or suspected infringement of Popsoda's Intellectual Property Rights by any third party. 

18. Use of the Brands 

18.1 The Customer acknowledges that the goodwill, reputation, and commercial value associated with the Hell Bunny®, Chet Rock® and any other brands owned, licensed, or distributed by Popsoda are valuable business assets of Popsoda. 

18.2 The Customer shall market, advertise and sell the Goods in a manner consistent with maintaining the reputation and integrity of Popsoda's brands. 

18.3 The Customer shall not: 

a) make false or misleading statements regarding the Goods; 

b) alter or remove branding, labels, or packaging; 

c) represent itself as the manufacturer of the Goods; 

d) present Goods in a manner likely to damage the reputation of Popsoda or its brands; 

e) use counterfeit, copied or imitation materials in connection with Popsoda products; or 

f) use the Goods in any manner likely to deceive or mislead customers as to their origin or authenticity. 

18.4 The Customer shall ensure that all advertising and promotional material relating to Popsoda's Goods is accurate and complies with applicable advertising laws and regulations. 

18.5 Popsoda may require the Customer to remove, amend or cease using any advertising, marketing material, or promotional content which, in Popsoda's reasonable opinion: 

  • is inaccurate; 

  • is misleading;  

  • infringes Intellectual Property Rights; 

  • damages the reputation of Popsoda or its brands; or  

  • breaches these Terms.  

The Customer shall comply promptly with any such reasonable request. 

18.6 Nothing within these Terms prevents the Customer from determining its own resale prices, except where otherwise required by law. 

18.7 The Customer shall not use the Popsoda brands in any manner that is unlawful, defamatory, offensive, or otherwise likely to bring Popsoda or its brands into disrepute. 

19. Marketplace Sales 

19.1 The Customer shall not advertise, offer for sale, or sell Popsoda Goods through any online marketplace or third-party sales platform without Popsoda's prior written consent. 

19.2 Approval granted for one marketplace shall not constitute approval for any other marketplace. 

19.3 Popsoda reserves the right to withdraw its consent where it reasonably believes continued sales through the Marketplace would: 

  • damage the reputation of its brands;  

  • infringe Intellectual Property Rights; 

  • breach these Terms; or  

  • expose Popsoda to legal or commercial risk.  

19.4 Nothing in this Section shall prevent the Customer from selling the Goods through its own physical retail premises or its own branded website unless otherwise agreed in writing. 

19.5 Approval to sell through a Marketplace is personal to the Customer and may not be transferred, assigned, or relied upon by any other person or business. 

20. Confidentiality 

20.1 The Customer shall keep confidential all Confidential Information (as defined in Section 2). 

20.2 Confidential Information includes, without limitation: 

  • wholesale pricing; 

  • discount structures;  

  • future collections; 

  • product launches;  

  • marketing plans; 

  • business strategies;  

  • commercial information;  

  • customer-specific pricing;  

  • financial information; 

  • technical information;  

  • supplier information; or 

  • any other information identified as confidential or which would reasonably be regarded as confidential.  

20.3 The Customer shall use Confidential Information solely for the purposes of its trading relationship with Popsoda. 

20.4 The Customer shall not disclose Confidential Information to any third party except: 

a) where required by law; 

b) to its professional advisers under duties of confidentiality; 

c) with Popsoda's prior written consent. 

20.5 The obligations contained in this Section shall continue after termination of the trading relationship until the Confidential Information lawfully enters the public domain or Popsoda releases the Customer from its confidentiality obligations in writing. 

20.6 Upon request by Popsoda, the Customer shall promptly return or securely destroy all Confidential Information belonging to Popsoda, except where retention is required by law. 

20.7 The Customer shall ensure that its employees, agents, and contractors who have access to Confidential Information comply with confidentiality obligations no less onerous than those contained in these Terms. 

21. Website and Digital Services 

21.1 Where Popsoda provides access to any website, ordering portal or other digital service, the Customer shall use such services responsibly and only for legitimate business purposes. 

21.2 The Customer shall not: 

  • attempt to gain unauthorised access to Popsoda's systems; 

  • interfere with the operation of Popsoda's website or ordering systems;  

  • introduce malicious software, viruses, or malware; 

  • use automated systems, bots or similar technologies to place Orders, extract information, or otherwise interfere with the operation of Popsoda's digital services; or 

  • scrape, copy or systematically download website content without permission.  

21.3 The Customer shall ensure that all account credentials remain secure and are used only by authorised personnel. 

21.4 Popsoda reserves the right to suspend or withdraw access to any digital service where it reasonably believes these Terms have been breached or continued access poses a security or commercial risk. 

21.5 Availability of Popsoda's website, ordering systems or other digital services is not guaranteed. Popsoda shall not be liable for any temporary interruption, maintenance, upgrade, technical failure, or other event beyond Popsoda's reasonable control. 

21.6 The Customer shall not use Popsoda's website, ordering systems or digital services in any manner that could damage, disable, overburden, or impair their operation or interfere with any other user's access or use. 

22. Data Protection 

22.1 Each party shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 and any legislation amending or replacing them. 

22.2 Each party shall process personal data only to the extent necessary for the performance of the Contract or to comply with its legal obligations. 

22.3 The Customer shall ensure that any personal data supplied to Popsoda has been collected, processed, and shared lawfully. 

22.4 Neither party shall knowingly do anything which causes the other party to breach applicable data protection legislation. 

22.5 Nothing in these Terms transfers ownership of personal data between the parties. 

23. Limitation of Liability 

23.1 Nothing in these Terms excludes or limits liability for: 

a) death or personal injury caused by negligence; 

b) fraud or fraudulent misrepresentation; or 

c) any liability which cannot lawfully be excluded or limited. 

23.2 Subject to Clause 23.1, Popsoda shall not be liable for: 

  • loss of profit; 

  • loss of sales;  

  • loss of business;  

  • loss of anticipated savings;  

  • loss of goodwill; 

  • loss of reputation;  

  • indirect loss; 

  • consequential loss; or 

  • loss of opportunity. 

23.3 Subject to Clause 23.1, Popsoda's total aggregate liability arising under any Contract shall not exceed the total value of the Goods giving rise to the claim. 

23.4 The remedies expressly set out within these Terms constitute the Customer's exclusive remedies unless otherwise required by law. 

23.5 The limitations and exclusions contained in this Section shall apply whether the claim arises in contract, tort (including negligence), breach of statutory duty or otherwise. 

24. Force Majeure 

24.1 Neither party shall be liable for any delay or failure in performing its obligations where such delay or failure results from circumstances beyond its reasonable control. 

24.2 Force Majeure Events include, without limitation: 

  • natural disasters; 

  • fire; 

  • flood;  

  • storm;  

  • earthquake;  

  • epidemic or pandemic;  

  • war; 

  • terrorism;  

  • civil unrest;  

  • governmental action; 

  • strikes; 

  • labour disputes;  

  • interruption of transport networks;  

  • shortage of raw materials; 

  • utility failures; 

  • cyber-attacks;  

  • widespread technology failures; 

  • carrier disruption; 

  • customs delays beyond the reasonable control of Popsoda; 

  • acts of God; 

  • failure of suppliers or subcontractors; or 

  • government-imposed trade restrictions or embargoes. 

24.3 Where a Force Majeure Event continues for a period of more than sixty (60) consecutive days, either party may terminate the affected Contract by written notice without liability. 

24.4 A party affected by a Force Majeure Event shall notify the other party as soon as reasonably practicable after becoming aware of the event and shall use reasonable endeavours to minimise its effects. 

25 Anti-Bribery 

25.1 The Customer shall comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, and shall not engage in any conduct which could expose Popsoda to liability. 

26 Modern slavery 

26.1 The Customer shall comply with all applicable modern slavery legislation, including the Modern Slavery Act 2015. 

26.2 The Customer shall not knowingly source, supply or distribute Goods in a manner that would place Popsoda in breach of applicable modern slavery legislation. 

26.3 Popsoda may suspend or terminate trading where it reasonably believes the Customer has committed a material breach of this Section. 

27. Suspension and Termination 

27.1 Popsoda may suspend performance of any Contract where: 

a) payment becomes overdue; 

b) the Customer breaches these Terms; 

c) Popsoda reasonably believes the Customer may become insolvent; or 

d) continued trading presents a commercial, financial, or legal risk. 

27.2 Popsoda may terminate any Contract immediately by written notice if the Customer: 

  • enters liquidation; 

  • enters administration;  

  • becomes bankrupt; 

  • has a receiver or administrative receiver appointed over any of its assets; 

  • ceases trading; 

  • enters into any arrangement or composition with its creditors; 

  • commits a material breach of these Terms which is incapable of remedy; or 

  • fails to remedy a breach within fourteen (14) days of written notice where the breach is capable of remedy.  

27.3 Termination shall not affect any rights or liabilities accrued prior to termination. 

27.4 Termination shall not affect clauses intended to survive termination, including those relating to payment, Retention of Title, confidentiality, Intellectual Property, Data Protection, limitation of liability and governing law. 

27.5 Upon termination of the trading relationship, each party shall promptly return any property belonging to the other party upon request, except where retention is required by law. 

28. General Legal Provisions 

28.1 Entire Agreement 

These Terms constitute the entire agreement between Popsoda and the Customer and supersede all previous agreements, understandings and representations relating to the sale of the Goods. 

28.2 Variation 

No amendment or variation to these Terms shall be effective unless agreed in writing by an authorised director of Popsoda. 

28.3 Assignment 

The Customer may not assign or transfer any rights or obligations arising under these Terms without Popsoda's prior written consent. 

Popsoda may assign or transfer its rights or obligations at any time. 

28.4 Waiver 

Any failure or delay by Popsoda to exercise any right shall not constitute a waiver of that right. 

28.5 Severability 

If any provision of these Terms is found to be unlawful or unenforceable, the remaining provisions shall remain in full force and effect. 

28.6 Third Party Rights 

A person who is not a party to these Terms shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms. 

28.7 Electronic Communications 

The parties agree that Contracts, Orders, notices, and other communications may be given electronically. 

Electronic communications shall satisfy any legal requirement for communications to be in writing unless applicable law requires otherwise. 

28.8 No Partnership or Agency 

Nothing in these Terms shall create or be deemed to create any partnership, joint venture, agency, or employment relationship between Popsoda and the Customer. The Customer has no authority to bind Popsoda or incur obligations on Popsoda's behalf unless expressly authorised in writing. 

29. Governing Law and Jurisdiction 

29.1 These Terms and any Contract between Popsoda and the Customer shall be governed by and construed in accordance with the laws of England and Wales. 

29.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms or any Contract between Popsoda and the Customer.