Effective Date: 05 January 2026


1. Minimum Order Quantity (MOQ)

1.1. The minimum order quantity is one full pallet, which may consist of mixed SKUs, unless otherwise agreed in writing by A&A Distribution Ltd.

1.2. There is no minimum quantity requirement per individual SKU, provided the total order meets the full pallet requirement.

1.3. Customers must refer to the official catalogue or contact A&A Distribution Ltd for pallet specifications, product availability, and ordering guidelines.

1.4. Only orders meeting the full pallet requirement qualify for free shipping. Orders that do not meet this requirement will be adjusted by A&A Distribution Ltd and reissued for customer confirmation prior to processing.

2. Order Placement

2.1. Orders may be placed via:

– Email: info@aadistribution.co.uk

– Wholesale Website: https://aadistribution.co.uk

– Customer Service: +44 203 432 5297

– Via an account manager

2.2. A&A Distribution Ltd reserves the right to refuse any order at its sole discretion.

3. Pricing & Minimum Selling Price (MSP)

3.1. A&A Distribution Ltd shall specify a Minimum Selling Price (MSP) for each product supplied. The MSP represents the lowest price at which the product may be sold to end customers.

3.2. Customers may sell products at or above the MSP at their sole discretion.

3.3. Customers must not sell, advertise, promote, or otherwise offer any product at a price below the MSP without obtaining prior written consent from A&A Distribution Ltd.

3.4. Any advertised, published, or implied selling price below the MSP, whether online or offline, constitutes a material breach of this agreement.

3.5. The MSP applies across all sales and marketing channels, including but not limited to:

• Physical locations
• Online stores and marketplaces
• Social media platforms
• Digital or printed advertisements
• Brochures, catalogues, and promotional materials

3.6. A&A Distribution Ltd reserves the right to amend or update the MSP at any time by written notice. Customers must comply with any revised MSP from the effective date specified in such notice.

3.7. Any breach of the MSP policy grants A&A Distribution Ltd the immediate right, without liability, to:

• Suspend or cease supply without notice
• Terminate this agreement
• Require immediate removal or correction of pricing or marketing materials
• Issue stop-sale instructions
• Recall products in accordance with clause 12.5

3.8. Customers must promptly comply with any request from A&A Distribution Ltd to amend pricing, advertising, or promotional activity that may disrupt the market, undermine pricing integrity, or damage brand value.

4. Returns

4.1. Returns must be requested in writing within 7 days of delivery, referencing the invoice and reason.

4.2. Returns will not be accepted without written approval.

4.3. Return shipping costs are the responsibility of the Buyer unless otherwise agreed.

4.4. Products must be unopened, undamaged, and in resaleable condition.

5. Audit & Verification Rights

5.1. A&A Distribution Ltd reserves the right to request evidence of the Buyer’s advertised pricing, sales channels, and promotional activity at any time.

5.2. The Buyer must provide requested information (screenshots, documents, invoices, etc.) within 48 hours of receiving a written request.

5.3. Failure to comply constitutes a material breach and may result in immediate suspension or termination.

6. Brand Reputation & Market Integrity

6.1. The Buyer must not engage in any activity that harms, or is likely to harm, the brand value, image, trustworthiness, or commercial relationships of A&A Distribution Ltd.

6.2. Actions that mislead the market, undercut pricing, confuse customers, or harm wholesale relationships constitute a material breach.

6.3. A&A Distribution Ltd may take immediate corrective action, including suspension, termination, recall of products, or stop-sale orders.

7. Immediate Suspension Rights

7.1. A&A Distribution Ltd may immediately suspend supply, cancel pending orders, or restrict account access without notice if:

– Pricing violations occur

– The Buyer sells on unauthorised platforms (including Amazon)

– Reputational or commercial risk is identified

– Sales channels are undeclared or non-approved

– The Buyer fails to comply with any material obligation

7.2. Suspension may remain in effect until A&A Distribution Ltd is satisfied that the issue is resolved.

8. Damages & Defects

8.1. Buyers must inspect shipments immediately upon receipt.

8.2. Damages must be reported within 3 days, with photographic evidence.

8.3. Replacement or refund will be provided after inspection and approval.

9. Storage & Handling Responsibility

9.1. Once delivered, the Buyer assumes full responsibility for correct storage conditions, temperature control, stock rotation, and prevention of deterioration.

9.2. A&A Distribution Ltd accepts no liability for damage or loss caused by improper storage or handling.

9.3. Claims relating to improper storage are excluded from warranty.

10. Intellectual Property Rights

10.1. All trademarks, designs, branding, artwork, and packaging remain the exclusive property of A&A Distribution Ltd.

10.2. Use of intellectual property requires explicit written permission.

10.3. Unauthorised use constitutes a material breach and may result in legal action.

11. Termination, Recall & Post-Termination Obligations

11.1. Termination for Cause:

A&A Distribution Ltd may terminate this agreement immediately if the Buyer:

– Breaches pricing rules

– Sells on unauthorised platforms (including Amazon)

– Engages in conduct harmful to the brand

– Fails to comply with audit requests

– Violates confidentiality

– Fails to meet any material obligation

No cure period is required where there is risk to brand integrity or market stability.

11.2. Termination for Convenience:

Either party may terminate the agreement without cause by giving 14 days’ written notice.

11.3. Immediate Stop-Sale Order:

Upon termination or suspicion of breach, A&A Distribution Ltd may instruct the Buyer to immediately cease selling, advertising, or distributing the products.

11.4. Post-Termination Resale Restrictions:

The Buyer must not sell remaining stock after termination unless written permission is granted.

11.5. Right to Recall or Repurchase:

A&A Distribution Ltd reserves the right to:

– Recall stock from the Buyer,

– Arrange collection, and

– Refund at the original purchase price or an agreed repurchase value.

Compliance with recall instructions is mandatory.

11.6. Failure to comply with recall or stop-sale instructions constitutes an actionable breach.

12. Confidentiality

12.1. All wholesale pricing, discounts, and commercial terms are strictly confidential.

12.2. Disclosure of pricing or confidential terms to third parties constitutes a material breach.

13. Dispute Resolution

13.1. Parties will attempt mediation in good faith before commencing litigation.

14. Legal Compliance 

14.1. Both parties must comply with all applicable UK laws, including food safety and labelling regulations.

15. Insurance

15.1. A&A Distribution Ltd insures goods during transit up to the point of delivery.

15.2. The Buyer is responsible for insuring goods after delivery.

16. Force Majeure

16.1. Neither party is liable for delays or non-performance caused by events beyond reasonable control.

17. Governing Law & Jurisdiction

17.1. This agreement is governed by the laws of the United Kingdom.

17.2. Any disputes shall be resolved exclusively in UK courts.

18. Liability for Food Products: 

18.1. Acknowledgment of Food Product Nature: A&A Distribution Ltd acknowledges that the products supplied under this agreement are food products, thereby assuming liability consistent with applicable laws and regulations governing food safety and consumer protection. 

18.2. Warranty of Conformity: A&A Distribution Ltd warrants that the food products supplied shall conform to all relevant food safety standards and regulations in the United Kingdom. 

18.3. Limitation of Liability: A&A Distribution Ltd shall not be held liable for any loss, damage, or injury resulting from the consumption or use of the food products beyond their intended purpose or expiration date. 

18.4. Buyer’s Responsibility: The Buyer acknowledges and agrees to assume all responsibility for ensuring the safe handling, storage, and usage of the food products after delivery. 

18.5. Exclusion of Certain Damages: In no event shall A&A Distribution Ltd be liable for any indirect, incidental, consequential, or punitive damages arising from the use or consumption of the food products supplied under this agreement, except to the extent such damages are directly attributable to A&A Distribution Ltd’s gross negligence or intentional misconduct. 

18.6. Disclaimer of Liability Outside the United Kingdom: A&A Distribution Ltd expressly disclaims any liability for matters occurring outside of the territorial jurisdiction of the United Kingdom. This disclaimer encompasses any events or occurrences arising from the use, distribution, or sale of the products supplied under this agreement beyond the borders of the United Kingdom.