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Unilever UK Limited: Terms and Conditions for Promotions

These Terms and Conditions for Promotions form part of Unilever UK’s Terms and Conditions of Sale (as set out in Section 11 of the Terms of Trading Booklet, as amended from time to time). All Promotional Funding for Promotions of Unilever UK’s products (“Products”), is made available by Unilever UK to purchasers of Products from Unilever UK ("Customers") on these Terms and Conditions for Promotions only.

A “Promotion” is a special offer made by the Customer to Shoppers or Sellers (as appropriate and as defined below) under which the Customer agrees, for a limited period, to sell specific Unilever UK Products at a reduced price, or with other products included for no extra charge or at a reduced price or subject to any other promotion similar, or having the same or similar effect, to such promotions.

“Promotional Funding” is funding provided by Unilever UK to the Customer to fund or part fund specific Promotion(s). “Shoppers” are private individuals who purchase the Products directly from Retailers (as defined below) for personal use and/or consumption. “Sellers” are any retailers or other organisations that purchase the Products from Wholesalers or Secondary Wholesalers (as defined below) and then sell the Products directly to Shoppers.

  1. Promotional Funding is made available at all times subject to, and Unilever UK accepts no liability to the extent legally permissible for, any loss suffered due to: (i) stock unavailability, (ii) cost price changes made by Unilever UK, and (iii) marketing plan changes.
  2. Where it is agreed that Unilever UK will provide Promotional Funding to the Customer for a Promotion (subject to paragraph 3 below), the payment of such Promotional Funding shall only be made; (i) with respect to the specific Product(s) agreed to be the subject of the Promotion; (ii) if the Customer has applied the promotional mechanic agreed with Unilever UK to the Promotion (for example BOGOF or 2 for £x); (iii) up to any agreed maximum amount of the Promotional Funding available for the Promotion; and (iv) in respect of sales made in the United Kingdom during the agreed period of the Promotion (“Promotional Period”).

    For the avoidance of doubt, any agreement for the provision of Promotional Funding shall not limit the Customer from increasing the value of a Promotion to a Shopper beyond that of the Promotional Funding to be provided by Unilever UK. The Customer remains free at all times to set its own retail prices.

  3. Promotional Funding shall be made available to a Customer that is a retailer, wholesaler, cash and carry operator or wholesale buying group in the following circumstances. Unilever UK shall determine in its sole discretion which of the following sub-sections is applicable.
    • For Customers who are retailers (“Retailers”):

      Promotional Funding is only available to a Retailer if the specific Products covered by the Promotion were purchased directly from Unilever UK and such Retailer then resells such Products directly to Shoppers in the United Kingdom, to the extent that the Retailer can prove (to the satisfaction of Unilever UK) that the Promotional Funding has been passed on to Shoppers who purchased such Products directly from that Retailer during the relevant Promotional Period.

    • For Customers who are wholesalers or cash and carry operators (“Wholesalers”):

      Promotional Funding is only available to a Wholesaler if the specific Products covered by the Promotion were purchased directly from Unilever UK and such Wholesaler then resells such Products directly to Sellers in the United Kingdom, to the extent that the Wholesaler can prove (to the satisfaction of Unilever UK) that the Promotional Funding has been passed on to such Sellers who purchased such Products directly from that Wholesaler during the relevant Promotional Period.

    • For Customers who are wholesalers/cash and carry operators who purchase Products from Wholesalers (“Secondary Wholesalers”)

      Promotional Funding is only available to a Secondary Wholesaler if the specific Products covered by the Promotion were purchased directly from a Wholesaler who purchased such products directly from Unilever UK, and such Secondary Wholesaler then resells such Products directly to Sellers in the United Kingdom to the extent that the Secondary Wholesaler can prove (to the satisfaction of Unilever UK) that the Promotional Funding has been passed on to such Sellers who purchased such Products from the Secondary Wholesaler during the relevant Promotional Period.

    • For Customers who are wholesale buying groups (“Wholesale Buying Groups”):-

      Promotional Funding is only available to a Wholesale Buying Group if the specific Products covered by the Promotion were purchased directly from Unilever UK and such Wholesale Buying Group then resells such Products to members of that Wholesale Buying Group in the United Kingdom ("Members") to the extent that the Wholesale Buying Group can prove (to the satisfaction of Unilever UK) that the Promotional Funding has been passed on to Shoppers who purchased such Products from the Members during the relevant Promotional Period.

  4. The Customer shall claim from Unilever UK the Promotional Funding within 90 days of the end of the relevant Promotion and at the same time provide all supporting data (see paragraph 5 below). Without prejudice to the previous sentence, if the Customer fails to make such claim or provide comprehensive supporting data within one year from the date of delivery of the Products which are relevant to the Promotion, it shall cease to be entitled to any Promotional Funding in relation to such Products. If a claim is made by the Customer within the time limits set out in this paragraph and payment of any Promotional Funding is made by Unilever UK pursuant to such a claim, the Customer shall not be entitled to make any further claim in respect of that Promotion.
  5. The Customer shall provide all sales and other relevant supporting data verifying that the Products, for which the Promotional Funding is claimed or provided, were purchased, sold and the Promotional Funding passed on, in accordance with the appropriate section in paragraph 3. Such supporting data may include: an annotated POD, price confirmation/authorisation from an authorised Unilever UK representative, funding agreement, trigger sales data (for retrospective promotional claims) and/or such other documentation as Unilever UK reasonably requests.
  6. Unilever UK shall have the right to audit all sales and other relevant data in the possession of the Customer and/or Members relating to the purchase and sale of the Products, the Promotion and the claim for Promotional Funding.
  7. If the Customer breaches these Terms and Conditions for Promotions, Unilever UK shall be entitled to: (i) withhold payment of the Promotional Funding, (ii) if paid, reclaim the entire amount of the Promotional Funding (payable on the issue of an appropriate invoice) and/or set it off against other sums due to the Customer, (iii) cease to offer any further Promotional Funding, and (iv) cease to supply the Products during the Promotional Period.
  8. Where there is any conflict, these Terms and Conditions for Promotions shall prevail over any other terms and conditions agreed by the parties.
  9. Unilever UK reserves the right to make changes to these Terms and Conditions for Promotions from time to time and Customers are advised to regularly check Unilever UK’s website for updates and changes.
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