Third Party Vendor Terms & Conditions
The Wholesale Buyer Ltd, trading as StockSeller Marketplace.
Last updated: 16 May 2026
Important — please read carefully
Broker status & vendor responsibility
The Wholesale Buyer Ltd (company registered in England & Wales), trading as StockSeller Marketplace, operates solely as an introducer / broker / intermediary between the Vendor (seller) and the Buyer. The Company does not take ownership of, warehouse, inspect, test, insure or handle any goods at any point in the transaction. The Vendor is the legal merchant-of-record for all goods listed and sold on the platform, remains solely responsible for the goods, and at all times retains full legal title, risk and liability in respect of the goods until lawful delivery to the Buyer.
Indemnity
The Vendor irrevocably and unconditionally agrees to indemnify, defend and hold harmless The Wholesale Buyer Ltd, its directors, officers, employees, agents, shareholders, affiliates and assigns from and against any and all claims, demands, liabilities, actions, proceedings, losses, damages, fines, penalties, costs (including legal costs on a full-indemnity basis) and expenses arising directly or indirectly from or in connection with (a) any goods listed, sold or supplied by the Vendor; (b) any act, omission, misrepresentation, negligence, breach of contract or breach of statutory duty by the Vendor; (c) any claim by a Buyer, third party, brand owner, regulator, authority or taxation body relating to the goods, their condition, description, authenticity, legality, safety, origin, ownership, intellectual-property status, labelling, conformity or fitness for purpose; (d) any tax, duty, VAT, customs or import-related liability; (e) any product-liability or consumer-law claim; and (f) any chargeback, refund, reversal or dispute brought by the Buyer or their card issuer, bank or payment provider.
Chargebacks, disputes & losses
In the event of a chargeback, payment reversal, refund, fraud claim or dispute brought by a Buyer (or their bank, card issuer or payment processor) in respect of a sale completed through the Company's platform, the Vendor is solely financially liable. The Company reserves the right, at its sole discretion, to (i) withhold and offset any amount owed to the Vendor (whether for the disputed order or any other order) against the chargeback amount, processor fees and administration costs; (ii) suspend or terminate the Vendor's account; and (iii) recover any shortfall directly from the Vendor by legal action, debt collection or deduction from future sales. The Company shall not be held liable for any loss of any kind — direct, indirect, consequential, loss of profit, loss of goodwill, business interruption or otherwise — suffered by the Vendor as a consequence of any such chargeback, dispute, refund, platform outage, delivery failure or action taken by the Company in good faith.
Limitation of liability
To the maximum extent permitted by law, The Wholesale Buyer Ltd's total aggregate liability to the Vendor arising from or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total buyer's premium retained by the Company in the three (3) months preceding the event giving rise to the claim. In no event shall the Company be liable for any indirect, special, consequential, punitive or exemplary damages, nor for any loss of revenue, profit, goodwill, data or business opportunity, however caused. Nothing in this Agreement limits liability that cannot lawfully be limited under English law (including death or personal injury caused by negligence, or fraud).
The Vendor accepts that the 12% buyer's premium collected by the Company is remuneration for introducing the sale only, and is not consideration for any warranty, insurance, quality-assurance, fulfilment or dispute-resolution service. The Company's role is strictly limited to providing the marketplace technology and acting as the point of payment reconciliation between Buyer and Vendor.
Commercial Agent & Payment Collection
Appointment as Commercial Agent
The Vendor hereby irrevocably appoints The Wholesale Buyer Ltd(trading as StockSeller Marketplace) as its commercial agent for the sole purpose of (a) marketing the Vendor’s goods on the platform; (b) introducing buyers; (c) concluding the contract of sale on the Vendor’s behalf; and (d) receiving payment from the Buyer in respect of the goods on the Vendor’s behalf and account. This appointment is granted to enable the Company to rely on the exemption set out in Schedule 1, Paragraph 2(b) of the UK Payment Services Regulations 2017, and the equivalent commercial-agent doctrine recognised by HMRC for B2B marketplaces.
Discharge of the Buyer’s payment obligation
Receipt of cleared payment by the Company from the Buyer (whether via card, bank transfer, PayPal or any other method) fully discharges the Buyer’s obligation to pay the Vendor for the relevant goods, as if the Buyer had paid the Vendor directly. The Vendor shall have no recourse against the Buyer for non-payment in respect of any sum lawfully received by the Company on the Vendor’s behalf.
Funds held in transit (no deposit, no loan)
Sums received by the Company from a Buyer in respect of a Vendor’s sale are held by the Company strictly in transit for onward remittance to the Vendor. Such sums (a) are not a deposit, loan, balance or e-money held by the Company; (b) do not give rise to any debtor/creditor relationship; (c) shall not be commingled with the Company’s general operating funds beyond the period reasonably required to effect onward payment; and (d) shall not be used by the Company to finance its own operations, debts or liabilities. The Company shall maintain accounting records sufficient to identify, at any point in time, the aggregate balance of in-transit Vendor funds and to reconcile such balance against the corresponding orders.
Onward remittance period
The Company shall remit the Vendor’s share of cleared sale proceeds (being the order total less the Buyer’s Premium, applicable VAT, agreed platform fees, and any sums withheld pursuant to a chargeback, dispute, refund right or set-off as set out in this Agreement) to the Vendor within fourteen (14) calendar days of the later of (i) the date payment is received in cleared funds by the Company, or (ii) confirmation by the Buyer (or deemed confirmation by passage of time as provided for elsewhere in this Agreement) that the goods have been received and accepted. Where the Vendor has completed Stripe Connect onboarding, the Company shall release the Vendor’s share via the Stripe network; otherwise the Company may remit by Faster Payments / BACS bank transfer or other lawful method to bank details provided by the Vendor.
Right of set-off and withholding
Notwithstanding the foregoing, the Company may withhold from any onward remittance, and set off against any sum otherwise due to the Vendor, any amount the Company reasonably considers necessary to cover (a) chargebacks, refunds, reversals or disputed transactions; (b) Buyer claims, returns or not-as-described complaints in process; (c) sums owed by the Vendor to the Company under this Agreement (whether in respect of fees, indemnity, breach, damages or otherwise); (d) suspected fraud, money-laundering, or breach of law or this Agreement by the Vendor; and (e) any tax or regulatory withholding required by law. Nothing in this clause limits the broader liability and indemnity provisions set out above.
No payment institution status
The Vendor acknowledges that, under the commercial-agent arrangement set out in this clause, the Company is not acting as a money remitter, money-service business, e-money issuer, payment institution or other regulated payment-services provider, and that no separate FCA authorisation is required in respect of the receipt and onward remittance of in-transit Vendor funds. Where the Company elects to use a regulated third-party payment processor (including but not limited to Stripe Payments UK Ltd, PayPal (Europe) S.à r.l. et Cie, S.C.A. or any other licensed institution) to receive payment from the Buyer or to disburse funds to the Vendor, all related charges, holds, reserves, retention periods, KYC requirements and dispute outcomes determined by such processor shall apply and shall be passed through to the Vendor.
KYC, identity verification & bank-details accuracy
The Vendor warrants that all identity, business, address, VAT and bank-account details supplied to the Company are accurate, current and lawfully held by the Vendor, and consents to the Company verifying such details with Companies House, HMRC, Confirmation of Payee, sanctions lists (including the UK OFSI Consolidated List) and licensed identity-verification providers. The Company may withhold remittance pending satisfactory completion of such verification, and may suspend or terminate the account where verification fails. The Vendor agrees to notify the Company in writing of any change to its registered name, address, ownership, control or bank-account details within seven (7) days of such change.
Preamble
This Agreement (the "Agreement") is entered into between The Wholesale Buyer Ltd (the "Company"), trading as StockSeller Marketplace, and the party which has entered into the trade contract (the "Vendor") and is effective from the date of the trade contract (the "Effective Date").
- The Agreement is subject to all the terms set out herein. The trade contract terms override those detailed below where any specifics are described. In the absence of any conflicting agreements on specific points, the below agreement terms are valid. The contract is valid for the entire agreement term until any issues are resolved unless validly cancelled by the Company or the Vendor. The contract automatically continues, and the Company and the Vendor are held to these terms if stock continues to be advertised and sold through the Company.
- The term of this Agreement is for 12 months from the Effective Date. It will automatically renew for a further 12 months on a rolling basis unless the Company or the Vendor provides the other party with written notice 30 days before the renewal date stating that the Agreement will be terminated at the renewal date.
- The Vendor acknowledges and agrees that the Company's marketplace will determine the final selling price of the Assets.
- The Vendor shall indemnify and keep indemnified the Company for any claims, costs, damages, losses or expenses suffered or incurred by the Company or its employees directly relating to the product offered by the Vendor.
- The Vendor will detail the stock's expected despatch and delivery time to the Buyer, creating a scheduled delivery date. Once a sale is made, the Company will release the sale proceeds to the Vendor once the expected delivery date has passed and the Company has not received any escalation from the Buyer that the goods delivered are not consistent with the sale manifest or that no delivery has been made. This will typically be within 3-5 working days of the expected delivery date of goods.
- The Company may change this Agreement. The Vendor will be deemed to have accepted the change unless the Vendor notifies the Company, in writing, within 14 calendar days of the Company posting the changed Agreement on the Company's website (or of the Company directly notifying the Vendor of the change) of its non-acceptance of the change.
- You may terminate this Agreement as follows:
- By giving notice in writing of your wish to terminate no later than 30 days before the end of the initial 12-month term or 30 days before the date the Agreement will otherwise automatically renew.
- By giving notice in writing of a material breach by the other party, which the breaching party does not rectify within 30 days of receipt of notice.
- The Wholesale Buyer Ltd reserves the right to cancel the Agreement at any time in writing with immediate effect.
- The Vendor covenants with the Company that during the period of this Agreement, and for one year following termination for any reason, the Vendor shall not directly or indirectly solicit the custom of or do any business with any person who shall have been introduced to the Vendor by the Company (a "Prohibited Trader") unless such person was already included in the Vendor's database prior to the introduction.
- During the continuance of this Agreement and at all times after that, both parties shall take all reasonable steps to protect and keep confidential any information received from the other party by the carrying out of this Agreement that is not already in the public domain.
- The Vendor shall ensure that no reference is made to the Buyer or the stock source, whether through literature, shapes, or logos, except unavoidable manufacturer marks, and that no additional items (whether marketing or otherwise) are included in the purchase. The Company reserves the right to spot-check parcels and goods to ensure this. Costs of repackaging goods where such items have been removed will be recharged to the Vendor.
Stock Display
- The Vendor provides the Company with the exclusive right to sell the assets it posts for sale on the Company's website (the "Assets") for the entire period the stock is displayed on the Company's website. Assets cannot be removed once an accepted offer or timed sale has commenced.
- The Company does not charge the Vendor a fee for displaying the Assets, and no seller commission is deducted from the sale proceeds. The Company's revenue is generated via a 12% buyer's premium added to the Vendor's asking price at checkout, payable by the Buyer. The Vendor therefore receives the full asking price on completion of a sale, assuming no excess losses incurred as set out in this Agreement.
- The Vendor will accurately describe the products included, including digital photos and any other information necessary. The Company may request additional information to facilitate the sale of Assets. For any items requiring batteries or power sources, the Vendor must clearly state in the advert description whether these are included with the products, and must confirm the condition of the batteries or power source and whether they are functioning. If the condition is unknown or cannot be tested, it must be made clear to the Buyer in the advert description that they will require testing or changing before resale.
- The Vendor will provide, and be responsible for, information on the Assets supplied to the Company or published via the Company's website or other marketing material. By doing this, the Vendor confirms they are the Assets' owner or have the right to sell the product. The Company is not responsible for the accuracy of ownership. The Vendor will not impose restrictions on where Assets are sold. Assets published for sale on our platform are deemed free of restriction and can be sold in any form online (including but not limited to Amazon, eBay, Etsy, Facebook) or offline (including but not limited to brick-and-mortar stores, market stalls, emporiums).
- Buyer claims. The Vendor agrees that in the event of a claim being raised by a Buyer regarding stock supplied by them — including but not limited to counterfeits, stolen goods, significantly not as described, or not fit for purpose — they will be liable to repay The Wholesale Buyer Ltd the total amount of the order in question (including but not limited to: product cost, buyer's premium, postage, VAT and any other charges involved) in full within seven (7) days of the claim being brought to the Vendor's attention. This clause supersedes the payment timelines in "Stock Delivery and Payment" and has no time limits imposed for a claim.
- The Company does not allow or authorise the sale of bootlegs, counterfeits, fakes, replicas, or unauthorised or pirated copies of any product. These items are not permitted on The Wholesale Buyer Ltd's website in order to comply with the law, to protect buyers from receiving counterfeit or unauthorised goods, and to protect rights holders from copyright or trademark infringement. The Company will moderate listings to the best of its ability. The sole responsibility for the Assets listed is with the Vendor; the Company is not responsible for illegal items posted. If a challenge is received from the Company, the Buyer, the brand owner, the sales platform, a store or social-media channel, the Vendor is responsible for providing correct and factual information, offering sound evidence that the items are genuine or as described. If this cannot be provided, the Vendor must accept responsibility for receiving the returned items. The Vendor agrees that any monies they received regarding the sale will be returned to The Wholesale Buyer Ltd within seven (7) days of receiving the returned items. In the event of non-compliance with this clause, the Company reserves the right to pursue the matter with the relevant authorities.
- The Company does not allow or authorise the sale of stolen goods. These items are not permitted on The Wholesale Buyer Ltd's website in order to comply with the law, to protect buyers from receiving stolen goods, and to protect rights holders from copyright or trademark infringement. The Company will moderate listings to the best of its ability. The sole responsibility for the Assets listed is with the Vendor; the Company is not responsible for stolen items posted.
- The Vendor gives the Company permission to amend the listing with any details that will improve the rate of sale without changing the accuracy of the stock's description. The Company is expected to keep the 'online selling price / internet selling price' up to date with live market information after the stock has been posted; however, it is not responsible for the accuracy of this data.
- The Vendor is responsible for ensuring that adverts are kept accurate and current. This includes, but is not limited to, amendments to stock numbers, sizing, colours, styles, models, or anything else that could cause issues or vary from the original listing. The Company will approve appropriate amendments manually during office hours of 9:00am to 4:00pm, Monday to Friday. The Vendor is also responsible for removing adverts where stock is no longer available. If stock advertised on the website is subsequently unavailable or misdescribed when an order is placed, the Company will charge — and the Vendor agrees to pay — an administration charge of £50.00 plus 10% of the advertised sale price (excluding VAT).
- Vendors are requested not to include any paperwork about the order that references themselves or a third party. Buyers of the Vendor's stock are considered customers of The Wholesale Buyer Ltd only and remain so for 12 months after termination of this Agreement. The Wholesale Buyer Ltd supplies the customer with an invoice/packing slip for the Buyer to use for their records. The Wholesale Buyer Ltd reserves the right to remove any Vendor who breaches this clause and to request complete information for any sales to our customers outside of business placed on our platform, and to recover any losses from these illicit sales.
Stock Delivery and Payment
- The Vendor will provide accurate shipping delivery times and information regarding the Assets. This is required so that buyers can estimate their shipping costs accurately before purchase. The Vendor will pack items safely and accordingly.
If a Vendor receives an order for multiple items to be delivered to one Buyer, the Vendor must send these as individual parcels and upload the tracking information for each job lot or line. This assists in the arbitration of non-receipt claims raised by Buyers. Vendors must not combine multiple lines into one parcel. Vendors must charge the cost to ship the Assets to the Buyer at cost, and not use shipping to increase revenue.
If a Vendor combines multiple lines or job lots into one parcel and does not send as above, and the Buyer raises a non-receipt claim, The Wholesale Buyer Ltd will close the claim in favour of the Buyer without further notice to the Vendor.
The Company can assist with delivery costs, weight or height limits, and all aspects concerning shipping should the Vendor not have the necessary access to carriage. The Vendor is otherwise responsible for inquiring or making their own provisions to ensure safe and timely delivery, using the shipping information provided by the Company.
The Vendor is liable for any costs incurred due to inaccurate packing information (e.g. if the Vendor has advertised one pallet at a charge of £50.00 and two pallets are delivered, the Vendor is solely liable for the excess delivery cost).
- The Vendor will take responsibility for shipping and delivery to the location specified by the Buyer via the Company's platform. The shipping time provided at the point of sale should be accurate, and the Vendor must fulfil this Agreement.
- The Vendor advertises the despatch and delivery times for when stock is uploaded. The Vendor can choose up to 3 days for despatch and up to 5 days for delivery, calculating the total delivery time advertised to the Buyer (maximum seven working days). If a stock item is not delivered to the Buyer by the expected delivery date, the Company will charge — and the Vendor agrees to pay — an administration charge to the Company of £50.00 plus 2% of net sales for each business day that stock is unavailable. This charge will be deducted from the payment made to the Vendor from the Company.
- Should any additional costs be incurred — including import taxes, duty, VAT, or charges caused by incorrect Asset shipping information — the Vendor agrees to pay these costs or authorises the Company to deduct them from any amount that the Company owes the Vendor. To prevent any loss, your pricing needs to reflect any of the above-mentioned charges, as any amount due will be deducted without notice. Upon a successful sale, a full payment invoice will be requested from the Vendor. The invoice must include the Vendor's name, date of purchase, TWB sales number, business name and address information, description of the stock provided for that sale, any applicable delivery or VAT charges, bank account or payment details, and must name The Wholesale Buyer Ltd as the beneficiary. It is solely the Vendor's responsibility to ensure that all applicable charges and pricing are present and correct before payment. Any invoicing errors must be notified in writing by email before any payments are made. Errors cannot be rectified after payment has been made by The Wholesale Buyer Ltd and accepted by the Vendor's preferred payment method. Invoices must be submitted within three months of the purchase date. The Vendor is then required to arrange the delivery of the stock via a fully tracked courier service and must immediately supply The Wholesale Buyer Ltd with the tracking number and courier name by email. The Vendor is responsible for getting the stock to the Buyer. The Wholesale Buyer Ltd will never be liable for any losses, costs, damages or expenses incurred by the Vendor or any third party arising directly or indirectly from any failure to meet advertised costings.
- Upon successful tracked and signed delivery, a seven (7) working-business-day period in which the Buyer has to inform The Wholesale Buyer Ltd of any anomalies — including but not limited to damage, missing items, incorrect products, not as described, or change of mind — is initiated. In the event of a change-of-mind return, the Vendor agrees to either take receipt of the stock back into their possession at the Buyer's cost. Vendors have seven (7) days to respond to return requests; if no response is received or there is no agreement on where to send the returned stock, The Wholesale Buyer Ltd will arrange receipt of the items to their warehouse. Vendors must then arrange collection of the items within seven (7) days, or this will be accepted as the Vendor's permission for The Wholesale Buyer Ltd to sell or auction the stock at a price they deem reasonable and fair to clear, which could be less than the Vendor's original sale price. The Vendor will receive payment from these sales using the method used to clear.
- If The Wholesale Buyer Ltd does not hear anything from the Buyer during this time, and the seven-day period elapses, the full payment for the stock will be sent for processing. Full payment will be made into the Vendor's nominated bank, building society or other service account within seven (7) business working days as per the invoice provided above. To summarise: full payment for the stock, assuming no anomalies as aforementioned, will be made within 14 working business days after the successfully signed delivery by the Buyer.
Complaints
Any issues, concerns, or complaints about us, our products, or our services must be raised by the Vendor with us before approaching any third party. Third parties include but are not limited to independent review sites and chargeback services, including bank, credit/debit card or PayPal. Reasonable time must be given to allow us to resolve your complaint. You must contact us in writing at info@stockmarketplace.co.uk and include your name, business name, order number if applicable, best contact telephone number, and a complete detailed description of your reason for contact.
We will acknowledge any contact we receive within two (2) working days and aim to provide a complete response within 28 days, though we shall be entitled to take up to 56 days to reply. An individual complaints manager will deal with each complaint. Our response will be final once we provide you with an internal response.
If you are not satisfied with the response, or we have not replied in full within 56 days, beginning with the day after we receive your complaint, you have the option to escalate the matter to our Managing Director in writing at info@stockmarketplace.co.uk. You agree that you will not seek a chargeback or raise a dispute with your credit/debit-card provider or bank if you have not exercised this option.
© 2026 The Wholesale Buyer Ltd — trading as StockSeller Marketplace.