Trade Terms and Conditions
Trade Terms and Conditions
Invicta TCG Ltd — wholesale and trade supply
Last updated: 10 September 2026
These Trade Terms apply to business customers purchasing from us wholesale (including via Barn2 Wholesale Pro). They do not apply to consumer retail purchases. Consumers should see our Consumer Terms and Conditions.
Important: These Terms are business-to-business terms. The Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply to Contracts under these Terms. There is no consumer cooling-off right.
1. About these Terms
1.1 These Terms set out the contract between you (the Buyer) and us (the Seller) for the supply of Goods on a wholesale / trade basis, including via Barn2 Wholesale Pro or any other trade channel we operate.
1.2 By placing an Order you agree that these Terms apply to the exclusion of any other terms you seek to impose or incorporate (including terms on your purchase order, website or trading documents), except any special terms we agree with you in writing.
1.3 Related documents (Privacy Policy and any trade account criteria, price lists or credit terms we issue) may apply alongside these Terms. If there is a conflict, the following order of priority applies: (i) special terms agreed in writing; (ii) these Terms; (iii) our written Order acceptance; (iv) your Order.
1.4 We may update these Terms from time to time. The version in force when we accept an Order applies to that Order.
2. About us
2.1 We are Invicta TCG Ltd, a company registered in England and Wales.
2.2 Registered office / trading address: 11 Mill Street, Congleton CW12 1AB.
2.3 VAT number: GB 482 3672 72.
2.4 ICO registration: ZB839585.
2.5 Website: https://invictatcg.co.uk/.
2.6 Trade contact: wholesalesupport@invictatcg.co.uk.
3. Definitions
| Term | Meaning |
|---|---|
| Buyer / you | The business customer with an approved (or otherwise accepted) trade account who purchases Goods in the course of business. |
| Business Day | A day other than Saturday, Sunday or a public holiday in England when banks in London are open. |
| Contract | The contract between you and us for supply of Goods, formed under clause 5. |
| Credit Terms | Any payment terms other than payment in advance that we agree with you in writing. |
| Delivery | Completion of delivery or (if agreed) collection of the Goods under clause 8. |
| Delivery Location | The address confirmed for delivery or collection, as recorded on the Order / acceptance. |
| Goods | The products we supply under an Order (trading cards, sealed product, accessories and related wholesale lines). |
| Incoterms | Incoterms® 2020 published by the International Chamber of Commerce. |
| Order | Your offer to buy Goods from us (via Barn2 Wholesale Pro, email, or another channel we accept). |
| Payment | Payment in full in cleared funds of the Price, VAT (if applicable), delivery/freight charges and any other agreed charges. |
| Price | The price for the Goods (exclusive of VAT unless stated otherwise) as shown on our trade price list, quote or Order acceptance. |
| Seller / we / us / our | Invicta TCG Ltd. |
| Warranty Period | Three (3) months from Delivery, or any longer product-specific period we notify in writing. |
4. Scope, eligibility and non-consumer warranty
4.1 These Terms apply only where you buy wholly or mainly in the course of your trade, business, craft or profession.
4.2 You warrant on each Order that:
(a) you are not buying as a consumer;
(b) you have authority to enter the Contract and the person placing the Order is authorised to bind you; and
(c) you will comply with all applicable laws relating to import, storage, handling, advertising and resale of the Goods in each territory where you sell them.
4.3 We may require you to meet trade account criteria (for example VAT registration, business evidence, or minimum order values). We may refuse, suspend or close an account if you no longer meet those criteria, breach these Terms, present an unacceptable credit or compliance risk, or for other legitimate business reasons.
4.4 Minimum order values, case-pack rules and any portal-specific ordering rules are as shown on our wholesale portal, price list or Order confirmation at the time you order.
5. Orders and formation of Contract
5.1 An Order is an offer by you to buy Goods subject to these Terms. You are responsible for ensuring Order details (SKUs, quantities, Delivery Location) are accurate.
5.2 We may accept or reject an Order (in whole or part) at our discretion, including where stock is limited, your account is in arrears, or you do not meet our criteria.
5.3 No Contract arises until the earlier of:
(a) our written acceptance of the Order (email confirmation, sales acceptance, or equivalent); or
(b) our dispatch of the Goods or notice that they are ready for collection.
5.4 Acknowledgements, quotes, stock reservations or invoices issued before acceptance do not by themselves form a Contract.
5.5 After acceptance, you may not change or cancel the Contract except with our prior written agreement. We are not obliged to agree to cancellation or variation. Where we do agree, we may charge or deduct reasonable costs we have incurred, including (without limitation) card or payment-processing fees that are not refunded to us by our payment provider, freight we have committed, and reasonable restocking costs. There is no consumer cooling-off right. Our preferred position is that all sales are final; where we authorise a return or make a goodwill adjustment after Delivery, our usual remedy is an account credit rather than a cash refund (see clause 9).
5.6 We may deliver and invoice in instalments. Each instalment may be treated as a separate Contract. Delay or defect in one instalment does not entitle you to cancel others.
6. Description of Goods
6.1 The contractual description of the Goods is the product code, title and description in our Order acceptance (or, if none, on the invoice).
6.2 Catalogues, websites, price lists, images and samples are approximate illustrations only and do not form part of the Contract unless we expressly say so in writing.
6.3 We may make non-material changes required by law or by our suppliers. If a change is material and Goods are not yet Delivered, we will notify you and you may cancel the affected undelivered Goods.
7. Price and payment
7.1 Prices are as stated in our trade price list, quote or Order acceptance, exclusive of VAT unless otherwise stated. VAT is payable at the applicable rate.
7.2 Delivery, freight, packing, insurance, export documentation and similar charges are as shown on the Order / acceptance or as otherwise agreed in writing (“as agreed on the Order”).
7.3 Unless Credit Terms apply, Payment in cleared funds in advance is a condition of our obligation to dispatch or make Goods available for collection.
7.4 Where Credit Terms apply, you must pay by the due date stated on the invoice or Credit Terms. Time for Payment is of the essence.
7.5 Payment must be made in full without set-off, counterclaim, deduction or withholding, except as required by law. We may set off amounts we owe you against amounts you owe us.
7.6 Credit Terms may be granted, varied or withdrawn at our discretion. We may run credit checks and require information to assess creditworthiness.
7.7 If you fail to pay when due, we may (without limiting other rights):
(a) suspend or cancel Delivery under the Contract and any other open Orders;
(b) treat all outstanding invoices as immediately due; and
(c) charge interest on overdue sums at 8% per annum above the Bank of England base rate (or 8% per annum if the base rate is below zero), accruing daily from the due date until Payment, before or after judgment.
7.8 Currency is GBP unless we agree otherwise in writing. If you choose to pay in another currency with our consent, you bear FX conversion costs and risk unless we agree otherwise.
8. Delivery (UK mainland and collection)
8.1 We will use reasonable efforts to Deliver the Goods to the Delivery Location in line with our usual procedures. Delivery dates are estimates only unless we expressly agree a guaranteed date in writing. Time is not of the essence for Delivery.
8.2 If Delivery is delayed by more than 30 days after any estimated Delivery Date (other than due to your default or an event outside our control under clause 20), you may cancel the affected undelivered Goods and receive a refund or credit for sums paid for those Goods. That is your sole remedy for that delay, subject to clause 16.
8.3 You must provide accurate delivery instructions and make suitable arrangements to accept Delivery (or collect, if agreed). If Delivery fails due to your default, you are responsible for reasonable storage, redelivery and related costs.
8.4 For supply outside mainland UK (including Northern Ireland, Crown Dependencies, EU and rest of world), clause 18 (Overseas / International) applies and, where Incoterms are agreed, those Incoterms take priority over this clause 8 and clause 10 on risk/Delivery mechanics.
8.5 Signature on a delivery note (including “unexamined”) or a carrier’s proof of delivery is evidence of receipt of the number of packages/units stated. Where reasonably practicable, you must note visible outer damage on the delivery note.
9. Inspection, claims, damaged Goods and returns (trade)
These rules reflect common UK games-trade / distributor practice (including short inspection windows, no sale-or-return, and credit-led remedies). They are stricter than consumer law and apply only to B2B Contracts.
9.1 No sale or return
Goods are not supplied on a sale-or-return or consignment basis. Unsold stock is your commercial risk unless we agree otherwise in writing.
9.2 Visible damage, shortage, excess and picking errors — 48 hours
(a) You must inspect Goods promptly on Delivery.
(b) You must notify us of any late Delivery, transit damage, shortage, excess or picking error within 48 hours of Delivery, with Order details and clear photographs where relevant.
(c) If you do not notify us within that period, you are deemed to have accepted the Goods in respect of those issues, and we have no liability for them (except for latent defects under clause 15, and except for product-safety issues which must be reported immediately).
(d) We accept no responsibility for damages or shortages where Goods were not signed for as required by the carrier process, unless we agree otherwise after investigation.
9.3 Authorised returns only
You must not return Goods without our prior written authorisation (for example, a returns / problem-log reference). Unauthorised returns may be refused or returned to you at your cost.
9.4 Claims process (ops practice)
Where we authorise a claim for verified transit damage, shortage or picking error:
(a) you must return the Goods (if requested) within 7 days of authorisation, in the condition and packing we specify;
(b) our usual remedy is a credit to your trade account rather than a cash refund or an immediate replacement shipment. If you have no active account balance relationship with us, we may issue a refund instead;
(c) we may, at our option, add equivalent stock to a future Order if available once the claim is closed.
9.5 Packaging-only damage
For sealed collectible / TCG product, claims limited to cosmetic outer packaging damage where the product remains factory-sealed and saleable may be declined or limited, consistent with UK trade distributor norms, except where we agree otherwise or the damage makes the unit unsaleable in the ordinary wholesale channel. Crush damage, water damage, or open/torn seals affecting saleability will be assessed under clause 9.2–9.4.
9.6 Sealed Goods — final sale once opened
Once factory seals are broken or Goods are opened (other than as we expressly authorise for a verified defect claim), Goods are final sale. We do not accept change-of-mind returns of opened sealed product. Latent manufacturing defects remain subject to clause 15.
9.7 Change of mind
We are not obliged to accept change-of-mind returns. Any discretionary return we agree is on terms we specify (condition, restocking contribution if any, and return freight at your cost unless we agree otherwise).
10. Risk and title
10.1 Risk in the Goods passes to you on Delivery (or on collection if you collect), regardless of whether Payment has been made — subject to agreed Incoterms for overseas Orders under clause 18.
10.2 Title remains with us until we receive Payment in full in cleared funds for the Goods (and we may allocate payments as we see fit).
10.3 Until title passes, where Goods have been Delivered, you must:
(a) store them so they remain identifiable as our property;
(b) insure them for full replacement value and provide evidence on request;
(c) keep them in satisfactory, saleable condition;
(d) not remove or obscure identifying marks or batch information; and
(e) notify us promptly of any insolvency event affecting you.
10.4 You may resell the Goods in the ordinary course of your retail/wholesale business before title passes. You sell as principal, not as our agent. Title to Goods sold passes to you immediately before that resale completes. You may use the proceeds in the ordinary course of business unless your right to resell has ended under clause 10.5.
10.5 Your right to possess and resell Goods to which title has not passed ends if any sum owed to us is overdue, or an insolvency event occurs, or we give notice after becoming entitled to terminate. We may then require return of those Goods at your cost and recover them as permitted by law.
11. Pre-orders (trade)
11.1 Pre-ordered Goods are Goods offered before they are available for dispatch.
11.2 Estimated release or dispatch dates are indicative and may change. We will notify you of material delays where reasonably practicable.
11.3 After we accept a pre-order, cancellation or reduction by you requires our written agreement (clause 5.5). If a publisher cancels a product or our allocation is cut, we may cancel or reduce the pre-order and will refund or credit amounts paid for cancelled undelivered Goods, with no further liability subject to clause 16.
11.4 Payment timing for pre-orders is as shown on the Order / acceptance (often deposit or payment in advance). Pre-orders are binding once accepted; you may not cancel or reduce them without our written agreement.
11.5 Trade pre-orders do not carry consumer cooling-off rights. Street-date / on-sale restrictions notified by us or a rights holder must be observed where lawful.
12. Resale
12.1 Unless we agree otherwise in writing, Goods are supplied for resale through your own retail stores and/or your own websites in territories we agree (default expectation: UK, subject to clause 18 for export).
12.2 You must comply with any lawful release-date, territorial or channel restrictions we notify in writing, solely to the extent permitted by competition and other applicable law. Nothing in these Terms is intended to restrict passive sales unlawfully.
12.3 You must not use Goods in lotteries, raffles or similar arrangements contrary to the Gambling Act 2005 (or successor law).
13. Intellectual property
13.1 Brands, characters, game IP and packaging designs belong to their respective rights holders. Purchase of Goods does not grant you any licence beyond the right to resell the physical Goods as supplied.
13.2 You must not alter, relabel or repackage Goods without our prior written consent, except where required by law.
13.3 Our website and trade portal content remains our (or our licensors’) IP. You may not scrape or reuse it for competing wholesale purposes without consent.
14. Personal data
14.1 We process personal data relating to your personnel as described in our Privacy Policy. Trade account data is processed for contract performance, credit management and legitimate business interests.
14.2 Contact: wholesalesupport@invictatcg.co.uk (or the privacy contact in our Privacy Policy).
15. Warranty (quality)
15.1 We warrant that for the Warranty Period the Goods will:
(a) correspond in all material respects with their contractual description; and
(b) be free from material defects in design, material and workmanship.
15.2 All other warranties and conditions (including as to quality or fitness for purpose) implied by statute or common law are excluded to the maximum extent permitted by law, except the condition implied by section 12 of the Sale of Goods Act 1979 (title).
15.3 To claim under this warranty you must:
(a) notify us in writing during the Warranty Period and within 5 Business Days of discovering the defect;
(b) provide photographs and information reasonably needed to assess the claim; and
(c) return the Goods to us if we request, at the cost arrangement we specify for a validated claim.
15.4 If a valid claim is made, we may at our option repair, replace or refund/credit the Price of the defective Goods (or the defective part). That is your exclusive remedy for breach of the warranty in clause 15.1, subject to clause 16.
15.5 The warranty does not apply to the extent a defect is caused or materially contributed to by: improper storage, handling or transport after Delivery; unauthorised alteration or repackaging; fair wear and tear; or misuse or deliberate damage after Delivery.
15.6 Packaging-only cosmetic issues after the 48-hour Delivery claims window are not covered by this warranty unless they evidence a material product defect.
16. Limitation of liability
16.1 Nothing in these Terms excludes or limits liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations arising from section 12 of the Sale of Goods Act 1979; or
(d) any other liability that cannot be excluded or limited under English law (including the Unfair Contract Terms Act 1977 where it applies).
16.2 Subject to clause 16.1, we are not liable (whether in contract, tort including negligence, misrepresentation or otherwise) for:
(a) loss of profit, revenue, anticipated savings, business, opportunity, goodwill or reputation (whether direct or indirect); or
(b) any indirect or consequential loss.
16.3 Subject to clause 16.1, our total liability arising out of or in connection with a Contract shall not exceed the Payment for the Goods under that Contract.
16.4 You acknowledge that Prices reflect these limitations, which are reasonable between commercial parties for wholesale supply of trading-card and games product.
17. Termination and suspension
17.1 We may cancel or reduce undelivered Goods where a supplier discontinues a line, our allocation is cut, we cannot obtain Goods on commercially reasonable terms due to circumstances beyond our control, or continued supply would breach law. We will refund or credit Payment for cancelled undelivered Goods; we have no further liability solely for that cancellation, subject to clause 16.
17.2 We may suspend Delivery, terminate a Contract, and/or suspend or close your account immediately by written notice if:
(a) you fail to pay any sum when due and do not remedy within 5 Business Days;
(b) you commit a material breach of these Terms and (if remediable) fail to remedy within 10 Business Days of notice;
(c) you become insolvent, enter administration, liquidation, arrangement with creditors (other than solvent restructuring), or analogous events, subject to applicable insolvency law (including Insolvency Act 1986 s.233B where relevant);
(d) you suspend or threaten to suspend a substantial part of your business; or
(e) your financial position deteriorates so that in our reasonable opinion your ability to perform is in jeopardy.
17.3 On termination or cancellation you must pay all outstanding Payments for Goods Delivered. We will repay Payment received for Goods not Delivered, less reasonable direct costs arising from your breach (if any), provided no other sums are owed.
17.4 Termination does not affect accrued rights. Provisions intended to survive (including title, liability, confidentiality and governing law) remain in force.
18. Overseas / International B2B supply
18.1 This clause applies to Orders for Delivery or collection involving territories outside mainland Great Britain, or where we agree export terms. For mainland GB deliveries, Incoterms do not normally apply.
18.2 Incoterms. For overseas supply, unless we agree otherwise in writing on a given Order, delivery is on Incoterms® 2020 DAP [named place of destination] (Delivered at Place): we arrange carriage to the named destination; you handle import clearance, duties, tariffs and local taxes.
(a) We may agree EXW [our UK warehouse] in writing where you (or your forwarder) collect and take all export/import responsibility.
(b) DDP is available only if we expressly agree in writing to handle import clearance and pay duties/taxes (we do not offer DDP by default).
Agreed Incoterms prevail over clauses 8 and 10 to the extent of conflict on Delivery, risk and cost allocation.
18.3 Payment for export. Unless Credit Terms are expressly approved for export Orders, cleared funds before despatch are required.
18.4 Customs, duties and licences. Except under agreed DDP, you are responsible for:
(a) import licences, permits and registrations;
(b) customs clearance in the destination country;
(c) all duties, tariffs, VAT/GST, brokerage and similar charges; and
(d) compliance with local product and labelling rules for resale.
18.5 Export evidence and UK VAT. You must provide, promptly on request, any documents we reasonably need to evidence export for UK VAT purposes (including zero-rating where applicable). If valid evidence is not provided and HMRC assesses VAT, you must reimburse that VAT and related costs.
18.6 Lead times. International transit takes longer; quoted dates remain estimates. The 48-hour notice period in clause 9.2 still runs from Delivery (as defined under the agreed Incoterm) for visible transit damage, shortage or picking errors. Latent defects remain under clause 15.
18.7 Risk and title on export. Risk passes in accordance with the agreed Incoterm. Title remains with us until Payment in full in cleared funds (clause 10.2), unless we agree otherwise in writing.
18.8 International returns. Returns are only accepted with prior written authorisation. Unless the return is due to our picking error or verified defect that we accept, you pay return freight and any customs costs on the return movement. Our preferred remedy is credit. Opened sealed Goods remain final sale under clause 9.6.
18.9 Sanctions and export controls. See clause 19. You must not divert Goods to restricted parties or embargoed territories in breach of applicable Trade Restrictions.
18.10 Currency. Invoices are in GBP unless otherwise agreed. FX risk sits with you if you convert from another currency.
18.11 Governing law. Overseas Contracts remain governed by the law of England and Wales, with exclusive jurisdiction of the courts of England and Wales (clause 24).
19. Compliance
19.1 Each party shall comply with applicable laws relating to its activities under the Contract, including:
(a) the Bribery Act 2010;
(b) the Modern Slavery Act 2015; and
(c) applicable trade sanctions and export-control laws of the UK, EU, UN and, where relevant, the United States (Trade Restrictions).
19.2 You represent that neither you nor (to your knowledge) any party owning or controlling you is listed on applicable restricted-party lists, or owned/controlled by such a person, or acting for a comprehensively sanctioned territory. You must notify us promptly of any change that would make this representation untrue.
19.3 We may refuse, suspend or cancel Orders and terminate Contracts immediately if performance would breach Trade Restrictions or if you breach this clause 19.
19.4 You are responsible for your own consumer-facing legal compliance (including CRA/CCR) when you resell to consumers. These Trade Terms do not govern your contracts with your end customers.
20. Events outside our control
20.1 We are not liable for delay or failure caused by events beyond our reasonable control, including natural disasters, war, terrorism, government action, epidemic, strikes, carrier failure, supplier failure, or sanctions/export restrictions (Force Majeure).
20.2 Performance time is extended by the duration of the Force Majeure event. If it continues for more than 90 days, either party may terminate the affected Contract on written notice. We will credit or refund Payment for Goods not Delivered.
20.3 If stock is scarce due to Force Majeure, we may allocate available stock among customers on a fair and reasonable basis.
20.4 Force Majeure does not excuse Payment for Goods already Delivered.
21. Confidentiality
21.1 Each party must keep confidential the other’s non-public pricing, allocations, account terms and business information, and use it only to perform the Contract, during the trading relationship and for two years afterwards, except for information that is public (other than by breach), independently developed, or required to be disclosed by law.
21.2 We may share Order details with carriers, payment providers and professional advisers as needed to perform the Contract.
22. Complaints and contact
22.1 Trade complaints and claims: wholesalesupport@invictatcg.co.uk. Please include your account name, Order number and supporting photos where relevant.
22.2 Invicta TCG Ltd, 11 Mill Street, Congleton CW12 1AB.
23. General
23.1 We may assign or subcontract our rights and obligations. You may not assign without our prior written consent (not to be unreasonably withheld).
23.2 A waiver is effective only if in writing. Delay in enforcement is not a waiver.
23.3 If any provision is unlawful, the remainder continues in force.
23.4 Nothing in these Terms creates a partnership or agency.
23.5 These Terms and the Order acceptance constitute the entire agreement for the Order. Each party acknowledges it has not relied on representations not set out in the Contract, except that liability for fraud is not excluded.
23.6 Notices under these Terms must be in writing to the addresses last notified (email suffices for operational notices unless a formal notice method is required by a specific clause).
24. Governing law and jurisdiction
24.1 These Terms and each Contract (including non-contractual disputes) are governed by the law of England and Wales.
24.2 The courts of England and Wales have exclusive jurisdiction.