Drop Shipping Terms & Conditions

1. Governing Law

1.1. If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected thereby.

1.2. These Terms and Conditions shall be construed and governed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.

2. Sales Territory

2.1. Sierra Distribution Ltd, ("The Distributor") may only distribute the Co-Sleeper® product range within the United Kingdom ("The Territory").

2.2. In addition, our products have only been tested to conform to British Safety Standards.

2.3. As such, orders placed by Drop Shippers for shipping to an address outside of The Territory will not be processed and any costs incurred as a result will be borne entirely by The Drop Shipper.

2.4. In addition, any orders received by The Drop Shipper for forwarding to a third party ("The Buyer") may not be forwarded to any address outside of The Territory.

2.5. The Drop Shipper also agrees that they will not actively solicit sales outside of The Territory nor make sales within The Territory if such sales are intended to, or may result in, the products being resold outside The Territory.

3. Orders & Returns

3.1. The purchase price for products shall be agreed between The Distributor and The Drop Shipper and may be changed by The Distributor at any time without notice. Any increases in price shall not occur unreasonably.

3.2. The Drop Shipper may offer the product for sale at any price and any profit earned shall be the sole possession of The Drop Shipper. Any losses shall also be borne entirely by The Drop Shipper.

3.3. All orders are by cleared funds (orders will not be dispatched until they are paid for in full).

3.4. The Distributor is responsible for orders reaching The Drop Shipper or The Buyer; orders failing to be delivered will be re-sent at The Distributor's expense. Orders received that are incorrect should be advised within 2 days of delivery.

3.5. Faulty products can be returned directly to us and we will send out a replacement. When no replacement is available, a refund will be issued. The Buyer should return it along with a description of the fault. If the product is faulty, The Distributor will pay for shipping to return it to The Distributor (return postage should be at reasonable cost).

3.6. The drop ship service is a partnership between The Drop Shipper and The Distributor and the responsibility for costs involved are shared. If a product has to be replaced, The Distributor will cover the cost of sending out the replacement; the cost of returning the product to The Distributor is between The Drop Shipper and their customer. If a returned product is found to be not faulty, the product will be returned to The Buyer at their expense.

3.7. Every effort is made to ensure that all products are in full supply where available. Orders placed for out-of-stock products may either be refunded in full or placed on hold until the products are back in stock, when they will then be fulfilled. The Distributor will make every effort to give The Drop Shipper accurate information regarding stock availability.

4. Risk and Property

4.1. Title to the Goods shall not pass to the Buyer until the Distributor has received payment of the full price due under the Contract in cash or cleared funds to the Distributor and all other amounts outstanding to the Distributor, but, even though the title has not passed, the Distributor shall be entitled to sue for their price once this payment has become due.

4.2. Risk in the Goods shall pass to the Buyer upon dispatch.

5. Intellectual Property Rights

5.1. The Drop Shipper agrees that any use of trademarks and/or logos owned by Arm's Reach Concepts, Inc., namely Co-Sleeper® and Arm's Reach®, shall comply with the following guidelines:

5.1.1. Each and every usage of these trademarked phrases will display the Registered Trademark (®) symbol

5.1.2. Ownership of the trademarks and logo will be acknowledged on any web page or other document containing the trademarks or logo and shall be in the following, or similar, format, as appropriate:

5.1.2.1. "Arm's Reach", "Co-Sleeper", & the Arm's Reach® Co-Sleeper® Bassinet logo are trademarks of Arm's Reach Concepts, Inc., Malibu, California, USA

5.1.3. The Co-Sleeper® trademark may never be used in the plural (Co-Sleepers®) but must always be followed by a plural noun, if necessary, for example: Co-Sleeper® bassinets, Co-Sleeper® cots, Co-Sleeper® products, etc.

6. Disclaimers, Restrictions & Limitations

6.1. Every effort is made to ensure that the information on The Distributor's web sites (www.sierradistrbution.co.uk & www.armsreach.co.uk) is accurate, but The Distributor accepts no liability for any errors on the site.

6.2. This agreement does not designate The Drop Shipper to be the agent, partner or legal representative of The Distributor for any purpose whatsoever, and the business conducted by The Drop Shipper pursuant to the drop ship agreement with third parties shall be wholly at The Drop Shipper's own risk.

6.3. The Drop Shipper is not granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of The Distributor in the name of The Distributor or to bind The Distributor in any manner whatsoever except those expressly stated by these terms and conditions.

6.4. The Drop Shipper shall not be entitled to designate "sub-drop shippers" or agents for the sale of the products in The Territory.

6.5. The Drop Shipper agrees to indemnify and hold The Distributor harmless for any legal actions or costs incurred as a result of any misrepresentations by The Drop Shipper or any other violations of these Terms & Conditions. The Drop Shipper shall indemnify and hold The Distributor harmless from and against any and all liability, damage, loss, cost or expense arising out of or resulting from any claims made or legal actions brought against The Distributor or The Drop Shipper, which arise out of or result from The Drop Shipper's negligent act or omission in the marketing and selling of the products and/or breach of the drop ship agreement, including but not limited to, its failure to comply with all laws, regulations, rules, ordinances and statutes.

7. Rights & Obligations

7.1. The Drop Shipper shall ensure that the advertising and the promotion of the products within The Territory conform to all applicable laws and regulations.

7.2. The Drop Shipper shall avoid any actions that may bring the Arm's Reach® Co-Sleeper® product line, Arm's Reach Concepts, Inc. and/or Sierra Distribution Ltd into disrepute.

7.3. The opening of accounts is at the discretion of The Distributor.

7.4. The Distributor reserves the right to suspend or close accounts that violate these Terms & Conditions, misuse our system, or for any other reason without notice. The Distributor will not suspend or close accounts unreasonably. Any registration fee paid by The Drop Shipper will be refunded if the account is closed or suspended within twelve months of the commencement of the drop ship agreement. The refund will be prorated on a monthly basis.

7.4.1. Example: if The Drop Shipper pays a registration fee of £40 and their account is terminated after 3 completed months, the amount refunded will be £30.

7.5. Sierra Distribution Ltd reserves the right to change these terms & Conditions without notice.