General Conditions of Sale
1. In these Conditions of Sale (the “Conditions”):
“Customer” means the person, firm or company buying Products from the Seller.
“Order” means the Customer's offer to purchase Products by sending instructions to Seller to supply them.
“Products” mean the consumer goods that Seller is to supply in accordance with these Conditions.
“Seller” means L’Oréal Luxe, a trading division of L'Oréal (UK) Limited, a company registered in England, registered number 271555 and registered address 255 Hammersmith Road, London W6 8AZ.
2. Seller will sell and Customer will purchase Products in accordance with these Conditions, which will govern the contract between the parties to the exclusion of any other terms. These Conditions supersede any previous standard conditions of sale of the Seller.
3. All Orders are accepted subject to availability of Products. Products come in standard pack size and standard grouping boxes; Seller reserves the right to round up an Order to match standard grouping boxes. Seller reserves the right to reject an Order for reasons including but not limited to being unusually high value compared to usual Order patterns. Despatch of the Products ordered from Seller’s distribution centre shall be deemed its acceptance of the Order and Customer’s placing of an Order shall be deemed evidence of its acceptance of these Conditions. Orders may not be cancelled by Customer after acceptance without the written agreement of Seller
4. Any delivery dates quoted are an estimate only. Seller shall endeavour to comply with any requested or agreed delivery date, but shall not be liable for failure to comply with quoted delivery dates. Customer’s representative shall acknowledge receipt of the Products by signing the carrier’s proof of delivery note.
5. If the Seller is prevented from performing any of its obligations in respect of any Orders by any circumstances whatsoever outside its control (including, but not limited to, acts of God, strikes, labour disputes, fire, accident, explosion, flood, war or civil disturbance, breakdown of plant or machinery, difficulty or increased expense in obtaining staff or materials, industrial or political activities) further performance of the relevant Orders shall either be suspended so long as the Seller is so prevented or, at the Seller’s option cancelled, in which case the Seller shall not be liable for breach of contract or for any loss, damage or injury of any kind whatsoever, whether direct or indirect, caused by or arising out of or connected with the said suspension or cancellation.
6. Products are not sold on a “Sale or Return” basis.
7. Products are not to be returned to any address unless written authority has been received from Seller and an official collection has been arranged by Seller.
8. A minimum handling charge of 15% may be applied to all Products returned, exception being to (a) those returned at the Seller’s request (b) those which are faulty when supplied by the Seller. Unauthorised returns, Products shop-soiled or otherwise not in re-saleable condition on receipt, Products lost in transit or otherwise not received will be subject to an increased handling charge.
9. Customer will not do or authorise any third person to do any act which would or might damage or be inconsistent with the trade marks or service marks used by Seller on, or in relation to, the Products or to the goodwill associated therewith, and in particular, will not carry out or authorise the alteration, obliteration or covering up of such marks or the incorporation of other marks (in whole or in part) on any Products.
10. Prices and these Conditions apply only to the UNITED KINGDOM, CHANNEL ISLANDS and ISLE OF MAN but may exclude test market areas where terms and conditions of sale may vary.
11. Prices are calculated on individual Orders. Prices will be those in effect at the date of the Order. Items marked “to follow” receive price calculations applicable to the original Order.
12. Seller reserves the right to revise quoted or list prices and discounts on reasonable notice to the Customer. Customer remains free to set the price at which it will sell the Products.
13. Only these Conditions will govern the supply of Products notwithstanding that the Customer may issue a standard form of purchase order or other document that includes terms other than those herein. No addition to or modification of these Conditions shall bind Seller unless accepted by it in writing.
14. Seller reserves the right to alter or amend these Conditions save in respect of Orders already accepted.
15. Seller reserves the right to alter or amend these Conditions save in respect of Orders already accepted.
(a) is calculated at the relevant rate, on the total net goods value shown on the invoice, after all discounts have been deducted.
(b) is excluded from all list, discounted and bonus/promotional prices.
16. Products sold to the Channel Islands are subject to list prices but not to Value Added Tax.
17. All advertising display and promotional support material which is supplied without charge (including sample and gift with purchase until purchased by bona fide consumers) either by a sales representative or Seller or delivered with an Order or separately shall remain the property of the Seller and shall be returned if and when requested.
18. Unless otherwise agreed in writing, payment for the Products shall be free of all deductions and due within 30 days of the date of invoice (the “due date”) and the timing of the payment shall be of the essence. Payment means cleared funds. Payment may not be netted off against promotional invoices or other amounts claimed from the Seller. Promotional activity must be invoiced by the Customer to the Seller separately and will be paid in accordance with the promotional agreement between the parties. Invoices are raised at the time of despatch of the Products. The 30 day credit period is from the despatch date up to payment and includes carriage time. Default in payment of an invoice when it becomes due shall immediately and automatically without any formal notice of default, accelerate and make immediately due and payable all other monies which may then be owed by the Customer to the Seller. Unless otherwise authorised in writing, payment for the Products is to be made by Direct Debit. If the Customer fails to make any payment on the due date, then without prejudice to any other right or remedy available to the Seller, the Seller reserves the right to:
(a) Charge interest on payments outstanding after the due date at the rate (both before and after judgment) of eight percent per annum above the base rate of the Bank of England in force on the due date for payment calculated on the outstanding balance (including interest) due from the date for payment down to receipt by Seller of payment.
(b) Require Customer to make a payment in advance of any delivery not yet made.
(c) Not make any further deliveries to Customer.
19. Seller will arrange carriage of the Products from its premises to those of Customer. Risk in all Products will pass to Customer on delivery by Seller to the carrier that the Seller has contracted to transport the Products from Seller’s premises. Seller will obtain insurance to cover Customer’s risk of loss or damage to Products during their transportation by the carrier arranged by Seller. The level of insurance cover will be the price of the Products in the relevant Order.
20. Title in the Products shall remain with the Seller (notwithstanding delivery) until the Seller has been paid in full all sums of money for all Products sold by Seller to Customer for which payment is then due or until the Products are sold by the Customer in the normal course of its business, whichever occurs first. Nothing in this clause shall confer on the Customer any right to return the Products or to refuse or delay payment thereof. Until such time as title in the Products passes to Customer, Customer shall hold the Products on behalf of Seller and carefully store them separately from other goods belonging to Customer or third parties in such a way as to ensure they are clearly identifiable as belonging to the Seller. Nothing in these Conditions shall prevent Customer from selling the Products in the ordinary course of its business.
21. If Customer (i) defaults or commits a breach of the Conditions or other aspects of an Order or of any of its obligations to Seller; (ii) suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; (iii) makes an application for or enters into any arrangement with its creditors (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction); (iv) is or may within 28 days become insolvent or pass a resolution for winding up or a court of competent jurisdiction does or may within 28 days make an order to that effect (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction); (v) is or may within 28 days become subject to an administration order; (vi) is or may within 28 days become subject to a receiver, administrative receiver or other third party (including without limitation a creditor, garnishor, charger or bailiff) being appointed over or taking or attempting to take possession of any of its assets; (vii) enters any form of bankruptcy, either compulsory or voluntarily; (viii) undergoes any analogous occurrence to the aforementioned under foreign law; or (ix) suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business, Seller may cancel, suspend or terminate any contract or Order between the parties and/or decline to make further deliveries and/or have access to Customer's premises for the protection and/or removal and repossession of any Products in which property will not have passed from Seller to Customer
22. Customer acknowledges and agrees that:
(a) It shall inspect the Products to satisfy itself as to their condition and comply with the delivery queries procedure below. (b) Other than expressly provided herein, Seller has not given any warranty or condition as to the quality or fitness for any purpose of the Products and all warranties, conditions or other terms, express or implied (by statute or otherwise), are excluded from these Conditions to the fullest extent permitted by law.
(c) Seller shall not be liable to Customer, whether arising from tort including negligence, breach of contract or otherwise, for loss of profit, goodwill, business opportunity or contract or any indirect, special or consequential loss or damage, costs, expenses or other claims whatsoever.
Nothing in these Conditions shall exclude or restrict Seller’s liability for (i) fraud, (ii) death or personal injury resulting from negligence or (iii) any other matter for which it would be illegal for Seller to exclude or attempt to exclude liability.
23. Customer shall not disclose to any person at any time any information or matter which is not in the public domain and which relates to the affairs of the Seller or about any other confidential matters which may come to Customer’s knowledge in the course of its relationship with the Seller. The restriction does not apply to: (a) any use or disclosure authorised by the Seller or as required by law; or (b) any information which is already in, or comes into, the public domain otherwise than through your unauthorised disclosure.
24. No waiver by Seller of any breach of these Conditions by Customer shall be considered as waiver of any subsequent breach of the same or any other provision
25. If a provision in these Conditions is held by a court or other competent authority to be invalid, unenforceable or unlawful in whole or part the validity of the rest of the provision and other Conditions shall not be affected.
26. The Seller is a registered producer as required by the Waste Electrical Electronic Equipment (WEE) Regulations. Should you wish to return any item under the Business to Business take-back arrangements please contact our Customer Care and Credit Department who will be pleased to assist you.
27. In no circumstances must Products be exported (except within the countries belonging to the European Economic Area (which means the members of the European Union from time to time and Iceland, Liechtenstein and Norway) and Switzerland) without the prior written approval of Seller.
28. These Conditions and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by the laws of England and the parties agree to submit to the exclusive jurisdiction of the courts of England.
Claims for shortage, pilferage or damage must be made in writing to the Customer Care and Credit Department at the email, fax or postal address below within 5 business days of delivery of Products and evidence of damaged Products and packaging must be retained by Customer for inspection. In cases of non-receipt of Products, claims must be made in writing to the Customer Care and Credit Department at the email, fax or postal address below within 15 days of invoice date. Failure to abide by the foregoing will result in carriers repudiating liability. Accordingly, failure to notify Seller in accordance with these timelines shall result in Customer’s deemed acceptance of the Products delivered, no liability will be accepted by Seller in respect of late claims and Customer shall be bound to pay the price as if the Products were delivered in accordance with the Order. Please quote the order/invoice number to assist with your enquiry.
CUSTOMER CARE AND CREDIT DEPARTMENT
Phone: 01623 68 7500 Fax: 01623 687501 Email: email@example.com Address: Sentinel Drive, Sherwood Business Park, Annesley, Nottingham NG15 0DF
Seller’s terms of payment are 30 days from date of invoice. Unless otherwise authorised in writing, payment for the Products is to be made by Direct Debit. Details of Direct Debit facilities are available from the Customer Care and Credit Department. No settlement discount is given.
MINIMUM ORDER VALUE
No order will be accepted below a minimum order value of £600 calculated at list price. Seller reserves the right to charge for delivery of Orders that fall below the minimum order value or for delivery outside Seller’s standard delivery time.