1. Any reference to Company/Seller/We/Us shall mean Natalie Roche Limited of 7 St. Petersgate, Stockport, Cheshire SK1 1EB, United Kingdom who sell or supply beauty products in the course of their trade or business.
2. Any reference to You/Buyer/Purchaser shall mean any person, sole trader, partnership, business, body corporate or other entity detailed in the appropriate section of the sales invoice/order form and shall include all successors, heirs and assigns. Where the Buyer purchases in the course of a trade, profession, vocation, hobby or sport (where the buyer is a specialist or enthusiast), it is agreed that such a buyer shall mean a trade buyer. Where a person deals entirely as a consumer, statutory rights shall remain unaffected. Where the term buyer appears within these terms it shall mean both trade and consumer buyer/purchaser unless specified as relating to a trade buyer or consumer buyer individually.
3. Goods or equipment ordered shall mean the items detailed in the appropriate section of the sales/order form and it shall be a core term of this agreement that all additional parts, connecting components or ancillary items, not detailed within the sales order form, shall be additional to this agreement.
4. Price shall mean the consideration due for purchase and shall exclude VAT, which shall be added (for applicable purchases) at the prevailing rate prior to order confirmation by the Buyer. All Buyers within the EEC shall be liable for VAT unless VAT registered within the EEC whereupon the Buyer shall include, prior to any order placed, Company documentation which must contain a valid VAT registration number. For all Buyers, certain other duties or levies may be applicable to any purchase which shall be identified prior to order confirmation by the Buyer. Such taxation price indications shall be in relation to the taxation liability of the Company within the United Kingdom only and shall not include any liabilities of the Purchaser who shall remain liable for any levies or duties placed upon orders within originating Countries. For Purchasers outside the EEC, VAT shall not be applicable. In respect of all contracts outside the United Kingdom, certain local taxes or import levies may be charged by originating Countries which are not within the control or liability the Company. Purchasers should note that prices quoted may vary during the currency of brochures (upwards or downwards) and current prices are quoted at the time of order.
5. In respect of orders placed via the Internet, such orders shall be mere offers to purchase and shall not be accepted or binding upon the Company until confirmed or acknowledged in writing by the Company by means of invoice or statement. Order acknowledgement shall not amount to confirmation of order and the Company reserve the right to refuse any offer to purchase prior to written confirmation.
6. “Working day” shall mean any day excluding Saturdays, Sundays and public holidays.
7. These conditions shall apply to all of the company’s quotations and contracts, orders (including telephone, facsimile transmittal, postal and internet orders) for the sale or supply of goods accepted by the company. For the trade buyer, any other terms or representations, whether implied by statute, made prior to, collateral with or subsequent to the contract or order are hereby excluded and shall not be binding upon the company. For the consumer buyer, representations shall only be binding upon the company if confirmed within the order form or other acknowledgement from the Company.
8. Brochure descriptions, Web Site information and samples on display are indicative only and any specifications, weights, measurements and technical data (whether relating to performance or otherwise) have been prepared by manufacturers and are for guidance only. Buyers are therefore required to check current specification, colours, weights and measurements with manufacturers or the Company, prior to order, as manufacturers may alter specifications to improve products. Manufacturers also reserve the right to amend specifications, without notice, in order to improve products or where amendment becomes necessary and the Company shall endeavour to inform the Purchaser of any such amendment or change.
9. The company reserves the right to amend technical or clerical errors in any order without notice. In addition, the buyer shall ensure that all details contained within the order are correct prior to submission to the Company. Subsequent to delivery, the Company shall accept no liability for any error or inaccuracy in order unless notified of such error within seven days of delivery/receipt of any document containing the said error.
10. We have taken reasonable steps to make sure that www.xen-tan.co.uk and all the information provided on or through the website is correct. However, we assume no responsibility for information contained on www.xen-tan.co.uk and disclaim all liability in respect of such information. We shall not be held liable for any losses you suffer, including any indirect or consequential loss, including but not limited to loss of business or profits or any other financial loss arising out of or in any way connected with the use of www.xen-tan.co.uk. We are not responsible for the content of any websites directly or indirectly linked to or linked from any pages on www.xen-tan.co.uk.
11. All guarantees for products are provided entirely by the manufacturers/UK importers and are subject to terms contained therein. Purchasers are reminded to complete and return all warranty cards/documents upon receipt of goods where appropriate.
LIMITATIONS UPON LIABILITY
12. Advice given by agents or servants of this company during telephone/Internet orders is based entirely upon information given by the purchaser with no inspection undertaken. As such, all advice given is indicative only and all such advice should be checked by the purchaser prior to order. Where advice is given after visual inspection by agents or servants of this company, such advice shall amount to an opinion only. Additionally, goods supplied are supplied only to correspond to the purpose for which goods of that kind are commonly supplied and not alternative uses to which they may be put. No liability for failure can be accepted by this company for such alternative use, amendment or modification.
13. For trade buyers, the company is hereby excluded from any liability, howsoever arising, in respect of any express or implied condition, warranty or term, statement, representation whether statutory or otherwise, relating to the goods supplied. The trade buyer accepts that he is best placed to insure against losses which arise by virtue of any breach of this agreement and warrants that he carries adequate insurance in this respect.
14. Where goods purchased by the buyer are alleged to be defective, the purchaser agrees to return such goods to the seller for inspection and report (without the seller replacing the said goods prior to such inspection). The purchaser also accepts that it is reasonable to inform the seller of any interruption, defect or other failure prior to contacting independent third parties or incurring expense and, in addition, to allow the seller to remedy the defect, failure or interruption. Products modified or adapted by the purchaser shall no longer be warranted by the manufacturer nor shall the Company be liable for any failures resulting subsequent to modification as a result of such modification.
15. Where goods are defective, incorrectly supplied, delayed or otherwise in breach of the implied terms of the buyers statutory rights, all losses which result from loss of competition points, awards, loss of entry fees or other similar losses, are excluded and shall not be reclaimable from the Company. In addition, the company shall accept no liability for death or personal injury unless caused directly by the Companies own negligence.
16. If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
17. The company accepts no liability in respect of failure to supply or other interruptions caused by matters beyond the reasonable control of the company, including but without limitation, strikes, lockouts, civil disputes, acts of God, war or actions by third parties.
18. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall confer a benefit on any person or persons not named as the purchaser herein (for the purposes of the Contract (Rights of Third Parties) Act 1999 or for any other purpose).
19. No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
20. Quotations are given on the assumption that no variation in the price will be made by the manufacturer/sole importer and that Government levies remain unaltered. In the event of such changes, the trade buyer shall be liable for the full cost of any change without notice from the Company. A Consumer Buyer shall be contacted by the Company and consent for any price increase obtained. Where no such consent is obtained, the Consumer Buyers agreement to purchase shall be treated as cancelled. Buyers are hereby informed that calling down of smaller quantities of material than ordered may increase the overall price per unit, there being reduced economies of scale in order. The resultant additional cost shall be the buyers.
21. Unless otherwise stipulated within the sales invoice/order form, all accounts are payable with order or otherwise in accordance with the terms of the trade buyer’s credit account. Where default occurs in payment by the trade buyer, default interest shall become payable in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 at the maximum rate permissible thereunder or in accordance with the credit terms agreed or, where the buyer is a consumer, at 5% above the base rate of the Barclays Group PLC.
TITLE AND DELIVERY
22. Ownership or Title to the product shall not pass to the buyer until the company has received payment in full. In the event that sums owing in respect of other items ordered remain due, apportionment by this company shall take place without prejudice to the right to retain title or ownership in respect of all goods ordered.
23. We aim to deliver all UK standard delivery orders within 2-5 Working days. Please do not contact us regarding the delivery status of your order during the first 7 Working days, except where your order is to have been sent via Guaranteed Next Day Delivery when you should wait 3 working days prior to contacting us.
24. In the unlikely event that your item gets delayed or goes missing in the post, refunds or replacements will only be issued once the package is officially classed as ‘lost’ by Royal Mail. This applies if the item remains undelivered 15 working days after posting.
25. Reasonable allowance should be made for orders made over the weekend and at public holidays. Please allow up to 30 days for delivery in exceptional circumstances.
26. Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
27. Where Royal Mail Recorded Delivery or Special Delivery is used, the delivery must be signed for.
(a) If we attempt delivery one of the above methods and nobody is available to sign for the package, you will be notified that your package is being held for collection at your local sorting office.
(b) The notification from Royal Mail will inform you on how long the package will be held for.
(c) If you fail to collect the package within the stated time period and the package is returned to us we will consider the order cancelled.
(d) Under these circumstances, prior to making a refund, we will make a charge to cover the post and packing costs of sending the goods to you. An additional postage and packing charge will also be made if you wish the goods to be re-sent.
28. www.xen-tan.co.uk does not accept responsibility if Royal Mail fails to notify you of an attempted delivery.
29. Special Delivery is a service of Royal Mail only, no guarantee is provided by www.xen-tan.co.uk in relation to orders sent using this method and no compensation will be payable by www.xen-tan.co.uk under any circumstances.
30. The Buyer is required to notify the company, in writing, of any shortage, misdelivery or other discrepancy immediately, or at the latest within five days of such shortage, misdelivery or failure, thereafter the buyer shall be liable for any such discrepancy. Where delivery is effected to the buyers own independent delivery contractor, loss or damage in transit claims should be made directly to the carrier. The company will assist purchasers in making their claim. Buyers should retain all packaging in the event of a claim or return within the terms of this agreement.
31. Delivery and packing prices indicated within the Companies Brochures and Internet Sites are subject to change and will be confirmed at the time of order.
CANCELLATION OF ORDERS AND LIABILITY
32 Clauses 33, 34, 35 and 36 below shall only apply to a person who purchases goods as a consumer buyer and is resident within European Economic Community where rights which accrue by virtue of the Consumer Protection (Distance Selling) Regulations apply.
33. A Consumer Buyer shall have the right to cancel any contract for goods made by means of distance communication, in accordance with these Terms and Conditions, within seven working days of delivery of the goods. Special order goods shall not be returnable under the terms of this clause. Cancellation of the contract can be effected by service of a Written Notice signed by the Consumer Buyer which details clearly the Companies Sales Order Number and the name and address of the Consumer Buyer, and delivered either by fax to the number printed on the Invoice or by post to the Company’s registered office.
34. If a Written Notice of Cancellation is received by the Company in accordance with clause 26 the Consumer Buyer shall become liable to return the goods to the Company forthwith, to such address as directed by the Company in their original packaging (and without having been installed or used and with all relevant seals and enclosures intact) and at the consumer buyer’s sole expense. Shortages and breaks must be notified to us within 24 hours of delivery. Return goods within 5 working days for a refund minus the shipping cost
35. If the Consumer Buyer fails to return the goods in accordance with clause 27 within 7 days of the cancellation of the contract, the Company shall be entitled to collect the goods from the consumer buyer and to recover any reasonable costs involved in such collection from the consumer buyer.
36. The Company shall then effect a refund of any monies owing to the consumer buyer in respect of the goods within 30 days from the date of cancellation or receipt of goods by the Company. Such a refund will be subject to any set off of monies to which the Company is entitled under clause 28.
37. Goods purchased and delivered to the buyer otherwise than by means of distance communication (including a Trade buyer) may be returned to the Company in original packaging (and without being installed or used and with all relevant seals and enclosures intact) for credit within 7 days of receipt by the buyer. Credit shall be subject to the buyer producing proof of purchase and returning goods carriage paid. Special order goods shall not be returnable by virtue of this clause.
38. The Trade Buyer shall indemnify the company against all actions, claims, demands, penalties and cost brought by or incurred by third parties or this company in tort, contract, infringements of or alleged infringements of patents or registered designs or otherwise arising in connection with the goods or their delivery or unloading or with work done by the company in accordance with the buyers specifications.
39. The Buyer confirms that he shall comply with any or all rules and instructions relating to installation and use of the product concerned and fully accepts that any loss which results from forced, misdirected, inappropriate or unqualified installation or use shall not be accepted by the Company.
INSOLVENCY OF BUYER
40. This clause applies if:
(a)the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company)goes into liquidation (other than for the purposes of amalgamation or reconstruction); or
(b) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
(c) the Buyer ceases, or threatens to cease, to carry on business; or the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
(d) If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
These terms and this agreement (including an agreement concluded by means of distance communication) shall be interpreted in accordance with English Law and industry custom and practice, and English and Welsh courts shall have sole jurisdiction in respect of any dispute arising therefrom.