Login

Orla Kiely Wholesale Terms of Service

1. Introduction

These Terms of Service together with the policies reference herein (set out below) comprise the “Terms”:

These Terms of Service govern access to and use of our wholesale portal for business-to-business purchasing (Wholesale Portal) and the sale of products made available through it (Products). No other terms are implied by trade, custom, practice or course of dealing. The Wholesale Portal is operated by Olive & Orange Ltd with registered office address at 101 New Cavendish Street, London, England, W1W 6XH (we, us, our, Orla Kiely). Our VAT registration number is GB254 0984 93 [EU Netherlands VAT: NL827325071B01] and our company registration number is 09705912.

By registering for, accessing, or placing orders via the Wholesale Portal, you confirm that you are acting in the course of business and agree to be bound by these Terms. If you do not agree, you must not use the Wholesale Portal. 

We may suspend or withdraw the Wholesale Portal from time to time to enhance functionality and performance.

2. Your Account

To create an account, you must complete an application form which can be accessed here - Wholesale Application Form.

You must be a bona fide business customer purchasing for resale or business use, not as a consumer. You are responsible for ensuring your account details are accurate and kept up to date, for maintaining appropriate security of login credentials, and for all activity conducted under your account.

We may accept, refuse, suspend, or terminate a wholesale account or order at our discretion.

3. Product Information and Availability

Products are subject to availability. If a Product is out of stock at fulfilment, we will notify you and process an appropriate refund or adjustment.

The prices of the Products will be as quoted on our Wholesale Portal at the time you submit your order. The price of Products excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being.  The price of the Products does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order. 

We use reasonable efforts to present Product information accurately, including colours, sizes and measurements; however, display variations may occur and measurements are provided on a reasonable endeavours basis. The images of the Products on our Wholesale Portal are for illustrative purposes only. 

We may update offers and promotions from time to time; wholesale promotions may differ from other channels.

4. Orders and Acceptance

Your order constitutes an offer to buy which we are entitled to accept or decline at our discretion, including where there is a pricing or specification error. Contract formation occurs only on our written order acceptance email (Contract). If we are unable to supply you with the Products 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 Products, we will refund you the full amount including any delivery costs charged as soon as possible. If we mistakenly accept 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 Products and refund you any sums you have paid.

We may set per‑SKU or per‑order quantity caps and may reject duplicate or speculative orders.

All Contracts have a minimum order requirement of two of the same Products and a maximum limit of twenty Products in the order in total.

5. Payment Terms

Unless alternative credit terms are pre-agreed in writing, payment is due at the time of order by the payment methods we make available. We process only orders that have been approved by our payment platforms and card issuers; if authorisation is declined, we will not process the order.

If an order is flagged for verification, we may request further information. If you do not provide it within 5 Working Days, we may cancel the order and refund via your original payment method. A working day is a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business (“Working Day”).

You must ensure billing and delivery details are correctly entered.

6. Delivery, Risk and Title

We ship using a range of couriers and delivery timescales may vary due to external factors, peak periods, and warehouse locations. Certain categories may dispatch from different warehouses and take longer. We will notify you of excessive delays.

Delivery dates are estimates, not guarantees. We recommend ordering early during peak periods. Unfortunately, we do not deliver to addresses outside the UK.

Risk in the Products passes and delivery is complete on delivery to your nominated carrier. Title passes (i.e. you own the Products) on our receipt in full and cleared funds of all sums due in respect of the Products, including all applicable delivery charges.

You must inspect all deliveries promptly on receipt and notify us in writing of any shortages, damage, or non‑conformity of the Products ordered within 5 Working Days. Failure to notify constitutes acceptance.

7. Returns

You may return the Products to us under this Clause 7 if they are faulty or mis-described, provided you have notified us within 5 Working Days of receipt, and we will refund the price of the Products to you.

For defective Products notified to us after 5 Working Days but within a reasonable time, our sole obligation is, at our option, to repair, replace, or refund the price of the affected Products following return. Processing of refunds is generally completed within 10 Working Days after receipt at our warehouse. These Terms also apply to any repaired or replacement Products supplied by us to you.

8. Customer Obligations

You must: 

  1. use the Wholesale Portal in accordance with applicable law and these Terms; 

  2. ensure all orders are placed by authorised users and that delivery details are accurate;

  3. comply with brand guidelines, Product care instructions, and any channel or territory restrictions notified by us; 

  4. not sell Products in breach of applicable sanctions, export controls, or other prohibitions;

  5. not make false or misleading representations about the Products;

  6. only sell Products on channels which have been agreed in writing in your Application before commencing sale of the Products;

  7. subject to clause 9, seek our permission to use any of our intellectual property rights on your website or social media accounts or otherwise;

  8. not sell Products to other wholesalers without permission; 

  9. not alter, repackage or re-brand the Products under any circumstances; and

  10. ensure that SEO spend on our trade marks is not over £500 per month.

9. Intellectual Property

All intellectual property rights in the Wholesale Portal, our brands and designs, and the Products are owned or controlled by us. You must not copy, distribute, publicly display, or create derivative works from our Wholesale Portal, the Products or our brands and designs or other materials without our prior written permission.

Under these Terms, you are permitted to limited, non-exclusive, non-transferable, non-sublicensable use of Orla Kiely’s trade marks solely for the onward sale of the Products and in accordance with our display guidelines and our brand guidelines which will be shared with you upon formation of the Contract for as long as you are offering the Products for sale (Permitted Use). The Permitted Use shall not be granted or assigned to any third party.

You hereby acknowledge that the use of Orla Kiely’s trade marks and trade names shall not create or give you any ownership of such trade mark or trade name. You will not alter, modify, obliterate, obscure, remove, conceal or otherwise interfere with our trade marks or trade names. You will not do, say or write anything which may harm our reputation or that of the Products.

All claims for alleged infringement in respect of patents, trademarks, designs, copyright or other intellectual property rights received by you must be notified immediately to us so that we can take full control of the conduct of such claims.

10. Warranties

We warrant that Products will be manufactured with reasonable care and skill, be free from material defects, be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and conform in all material respects to our specifications at the time of delivery. We do not warrant that the Products will meet your specific requirements or be fit for any particular purpose unless expressly agreed in writing. The Products are intended for use only in the UK. We do not warrant that the Products comply with the laws, regulations or standards outside the UK.

Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Products and all other terms, representations, conditions and warranties (express or implied) are excluded to the fullest extent permitted by law.

11. Liability

In no event shall we be liable for any loss of profit, loss of business, depletion of goodwill or any indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation, whatsoever (however caused) which arise out of or in connection with these Terms.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited or excluded by law. All warranties, conditions and other terms implied by statute or common law are to the fullest extent permitted by law, excluded from the Terms.

Our total aggregate liability in relation to each Contract (whether arising through breach of contract, tort (including, but not limited to, negligence) or any statutory duty) shall not exceed the value of such Contract. 

We will not be liable for breach if:

  1. you alter or repair the Products without our written consent;

  2. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

  3. the Products differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

The provisions of this clause survive termination.

12. Suspension and Termination

We may suspend or terminate your Wholesale Portal access or cancel orders or Contracts where you breach these Terms, where payment is overdue, you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business, where fraud or misuse is suspected, or for any other legitimate business reason. On termination, accrued rights and obligations are unaffected.

13. Data Protection

Our handling of personal data is governed by our Privacy Policy, which forms part of these Terms.

14. Changes to these Terms

We may amend these Terms from time to time by posting an updated version on our Wholesale Portal or notifying you. Changes take effect for activities on or after the posting/notification date. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

15. Force Majeure

We will not be liable for delay or failure to perform due to events beyond our reasonable control, including but not limited to acts of God, pandemics or epidemics, industrial disputes, logistics or carrier disruption, shortage of materials, or governmental actions (“Force Majeure”). Our obligations under this Agreement or any Contract shall be suspended during the period and to the extent that we are prevented or hindered from complying with them by any Force Majeure event. We will notify you as soon as possible stating the date and extent of the suspension and its cause. If the relevant Force Majeure event continues for more than 60 days either party may terminate this Agreement or any Contract on 30 days’ written notice.  

16. Dispute Resolution and Governing Law

These Terms and any dispute or claim arising out of or in connection with them, their subject matter, or their formation  (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, their subject matter, or their formation (including non-contractual disputes or claims). Nothing in this clause shall prevent either party from seeking interim or injunctive relief in any court of competent jurisdiction.

17. Third Party Rights

These Terms, together with any referenced policies and any agreed written variations, constitute the entire agreement between us in relation to the Wholesale Portal and the supply of Products, replacing all prior understandings, except in the case of fraud or fraudulent misrepresentation. 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.

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

18. Notices and Contact

All notices to be given hereunder shall be given in writing and be delivered by hand, sent by pre-paid first class post or other next Working Day delivery service, or email. When we refer to "in writing" in these Terms, this includes email.

For all wholesale enquiries and notices, contact: wholesale@orlakiely.com. We will send notices to the email address associated with your wholesale account.

19. Assignment and Transfer

We may assign or transfer our rights and obligations under the Contract to another entity. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

20. Waiver and severance

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.

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.

 

Select Your Location

You are currently shipping to Oceania and will be billed in AUD.