Last updated: 14 October 2026
1. About these terms
1.1 These terms apply when VAP Trade Limited (company number 17238475, registered office Unit 1b, Woodview Farm, Ashby Road, Stapleton, Leicester, England, LE9 8JD) (‘we’, ‘us’) provides sourcing or representation services to a business (‘you’).
1.2 We work only with businesses. We do not provide services to consumers.
1.3 Before any order goes ahead, we will send you a written fee confirmation (an email is enough) setting out the fee or commission rate, who pays it and when. If that confirmation conflicts with these terms, the confirmation applies.
2. Our role
2.1 We act as a disclosed agent. Both the buyer and the supplier will always know that we are involved and who is paying us.
2.2 We do not buy, sell or take ownership of goods, and we do not hold stock. The contract for the sale of goods is made directly between the supplier and the buyer.
2.3 We have no authority to sign contracts, accept orders or make commitments on behalf of either party unless that party has agreed this with us in writing.
2.4 We never collect or hold payment for goods. Buyers pay suppliers directly.
2.5 Where we represent a supplier on a continuing basis, we will agree a separate written agency agreement with that supplier.
3. Our fees
Representing a supplier
3.1 Where we introduce a supplier's products to a buyer, the supplier pays us a commission, normally between 3% and 5% of the net invoice value of each resulting order. Net invoice value excludes VAT, duty and freight. The buyer pays us nothing.
Sourcing for a buyer
3.2 Where we source products to a buyer's brief, the buyer pays us a sourcing fee, normally between 5% and 8% of the value of the goods ordered, excluding VAT, duty and freight. The supplier pays us nothing.
3.3 For sampling-only work or small jobs, we may quote a fixed fee instead. This will be agreed in writing before work starts.
General
3.4 We are paid by only one party on any order. We do not add a margin to suppliers' prices.
3.5 There is no charge for an initial enquiry or for an initial discussion about your requirement.
3.6 Our fees are exclusive of VAT, which will be added where applicable.
4. When fees are due
4.1 Supplier commission is invoiced once the buyer has paid the supplier for the order, and is payable within 30 days of our invoice.
4.2 Buyer sourcing fees are invoiced 50% when the order is confirmed with the supplier and 50% when the goods are shipped. Each invoice is payable within 14 days.
4.3 If an order is cancelled before production starts, no commission or sourcing fee is due on it and any sourcing fee already paid for that order will be refunded. Any fixed fee agreed for work already done remains payable.
4.4 We may charge interest on late payments under the Late Payment of Commercial Debts (Interest) Act 1998.
5. Introductions
5.1 If a buyer and supplier we introduce place further orders with each other within 12 months of our introduction, our fee applies to those orders, whether or not they are placed through us.
5.2 You agree not to deal directly with a party we have introduced in order to avoid paying our fee.
6. Samples and costs
6.1 The cost of samples, courier charges and any testing are paid by the party that requests them, at cost, and will be agreed in advance. We do not add a mark-up.
7. Goods, quality and delivery
7.1 The supplier is responsible for the goods, including their quality, safety, labelling, compliance and delivery, under its contract with the buyer.
7.2 We carry out reasonable checks on the businesses we introduce, in line with normal trade practice, and we coordinate samples, approvals and updates. We do not inspect or certify goods unless we have agreed to do so in writing.
7.3 Buyers remain responsible for approving samples, checking goods on arrival, and arranging import clearance and duties, unless agreed otherwise with the supplier.
8. Confidentiality
8.1 We keep your prices, designs, specifications and other business information confidential, and only share what is needed to progress your requirement. We expect the same of you in respect of information we share with you.
9. Liability
9.1 We are not responsible for the acts or omissions of buyers or suppliers, including any failure to pay, deliver, or supply goods of the agreed quality.
9.2 Our total liability to you in connection with any order is limited to the fees we have received for that order.
9.3 We are not liable for any loss of profit, loss of business or indirect loss.
9.4 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.
10. Ending our arrangement
10.1 Either of us may end our arrangement by giving 30 days' written notice.
10.2 Fees remain payable on orders placed before the arrangement ends, and on orders covered by clause 5.
11. Law
11.1 These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
12. Contact
Questions about these terms: info@vap-trade.com.