Could my agreement be void?

[jetextreme]

I agreed to an agreement 2 years ago with a supplier of cosmetics over the last 6 months each time I place an order for my customer the items are out of stock without a due back in date. My customers are now loosing faith in my business causing me a loss, I have now found a competent supplier which each time I have inquired the Items were available. My previous supplier is now threatening to sue me for breach of agreement and tells me I cannot sell a competitors goods for 6 months as in the agreement.
Due to the fact they cannot supply my demand is my agreement void? I am a self employed sole trader.

[R0b]

Check the terms of your agreement, what does it say about failing to supply?

[jetextreme]

Thank you but there is nothing in there on failing to supply

[R0b]

So what does it say then about supplying? You are probably better off uploading the contract terms with your personal info redacted as it'll be easier than asking question after question

[jetextreme]

Thanks There is a little in D3 we do know they have the stock as the stores are full and it is available on line but remove it from ourselves pushing us to pay full price without commissions, I have uploaded the agreement the first part is signed with an email not a signature page 2 is the agreement. TheBodyShopAtHomeConsultanAgreement.pdf

[R0b]

You might have to forgive me for how it all works but lets start from your original post. Under Section C:

1. Clause 15 says that you cannot entice any other consultant away for a period of 3 months following termination of the agreement or if you are a manger, then it is 6 months.

2. Clause 16 also says that you cannot sell products which compete with The Body Shop's products whilst the agreement remains active.

Section E, clause 2 says that you can terminate the agreement at any time by giving 14 days notice in writing.

So two questions: (1) Are you selling products from a competitor right now? (2) Have you terminated the agreement prior to selling those new supplier products or does the agreement still remain active?

Maybe my eyes are deceiving but I can't see anywhere that it says you cannot sell products for another competitor for 6 months post termination, it just says you can't sell products whilst the agreement is active. Have they pointed out under what clause they are referring to that says you cannot work for a competitor for 6 months?

[jetextreme]

Yes I am now selling products from a competitor, the agreement was terminated by themselves prior so the agreement is not active, it goes way further in depth as to why, what and how it all started. There are many consultants leaving due to the same supply issue some to the same supplier as myself and some to others, the last email tonight from them states clause 15 because I advertise products on social media sites. I was just looking to see if all of the agreement was enforceable so it could void all of it.

[R0b]

Well it depends on how you are advertising it. If your advertisement is clearly aimed at consumers or other buyers then clause 15 is of no relevance. If, however, you advertising the products is in any way aimed at enticing consultants to come over to the new supplier then yes that would be a breach of clause 15, assuming you are within the 3/6 month period depending on your former job title.

Anyway, their clause allowing for termination without liability is probably an unfair contract term. Courts hate a blanket ban on limiting liability to the effect that you have no remedy at all and if you say that the products were out of stock with no due date, that would appear to be contrary to Section 29(3) of the Sale of Goods Act 1979 in that if there is no delivery date stipulated, then goods must be delivered within a reasonable time - so you could argue back on that point if you wish to do so.

[jetextreme]

Rob thank you I appreciate your time to answer my query, it has made things a little clearer I will write an email with the points that have been highlighted and see where I go from there.