Fresh Face Cosmetics - Terms & Conditions of Sale

1 DEFINITIONS

1.1 The term “Seller” shall mean Fresh Face Cosmetics Limited, its designated proxy and its direct or subsequent successors, a company incorporated under the laws of England, registered under the number 5225353, with its head office at 22 Westmead Drive, Salfords, Surrey, RH1 5DB.

1.2 The term “Buyer” shall mean the person, firm or company purchasing the Goods or Services and/or named in the Purchase Order.

1.3 The term “Quotation” shall mean the tender or Quotation issued by the Seller for the supply of Goods or Services including these conditions, the specification, drawings or other documents annexed by the Seller to the Quotation.

1.4 The term “Purchase Order” shall mean the Purchase Order issued by the buyer to the Seller for the purchase of the Goods or Services.

1.5 The term “Goods” shall mean the Goods to be supplied by the Seller as identified in the Quotation or sales invoice.

1.6 “The Contract” shall mean the Contract between the Seller and the Buyer consisting of the Seller’s Quotation, the conditions of sale and the Purchase Order accepting the Quotation, but not any terms and conditions of purchase, other than these conditions, incorporated in or referred to in the Purchase Order.

1.7 The term “Date for Delivery” shall mean the firm Date for Delivery, if any, stated as such in the Quotation.

1.8 The term “Contract Price” shall mean the sum stated in the Seller’s Quotation to be paid by the Buyer to the Seller for the supply of Goods and Services together with such other sums as may be payable to the Seller under these conditions of sale.

1.9 The term “Services” shall mean the Services to be provided by the Seller as identified in the Quotation.

2 YOUR OBLIGATIONS

2.1 You:

2.1.1 agree not to use the Website (or any part of) for any illegal purpose and agree to use it in accordance with all relevant laws;

2.1.2 agree not to upload or transmit through the Website any computer viruses, macro viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer;

2.1.3 will not upload or transmit through the Website any material which is defamatory, offensive, or of an obscene or menacing character, or that may cause annoyance, inconvenience or needless anxiety;

2.1.4 will not use the Website in a way that may cause the Website to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Website is in any way impaired;

2.1.5 will not use the Website in any manner which violates or infringes the rights of any person, firm or company (including, but not limited to, rights of intellectual property, rights of confidentiality or rights of privacy);

2.1.6 agree that in the event that you have any right, claim or action against any Users arising out of that User's use of the Website, then you will pursue such right, claim or action independently of and without recourse to us.

3 INDEMNITY

3.1 You agree to be fully responsible for (and fully indemnify us against) all claims, liability, damages, losses, costs and expenses, including legal fees, suffered by us and arising out of any breach of the Conditions by you or any other liabilities arising out of your use of the Website, or the use by any other person accessing the Website using your PC or internet access account.

4 GENERAL

4.1 These conditions of sale and the Quotation supersede any other terms and conditions including any terms and conditions, or descriptions, or statements as to the delivery, quality or performance of the goods or their suitability for any purpose appearing in any advertisements, catalogues, or other literature relating to the Goods and Services and override and exclude other terms and conditions, descriptions and statements as to quality and performance or suitability of the Goods and Services stipulated or referred to by the Buyer whether in the Purchase Order or otherwise.

4.2 No representative or agent of the Seller has any authority to agree any terms or make any representations that are inconsistent with these conditions or the Quotation. The Seller will not be bound by any statements made by any person purporting to act on the behalf of the Seller as to these conditions or the Quotation or any statements as to the delivery, quality, performance or suitability of the Goods or Services unless any such statement is specifically confirmed in writing by a duly authorised office of the Seller and annexed to The Contract.

4.3 Nothing contained within this Contract confers or purports to confer on any third party any benefit or any right to enforce any term of the Contract.

5 SPECIFICATION and DESCRIPTION SAMPLE and STANDARD

5.1 The description of the Goods and Services given in any advertisement, catalogue or other literature is for information purposes only and does not constitute a term of the contract.

5.2 The Seller undertakes that the Goods and Services will conform with the specification as laid out within the Quotation.

6 QUALITY and FITNESS for PURPOSE

6.1 The Goods and Services shall be in accordance with the quality specified in the Quotation, or, if none is specified, the normal industrial quality of the Goods and Services taking into account their price.

6.2 If the Buyer has specified expressly that the Goods and Services shall be fit for a particular purpose and the Seller agrees to this expressly in the Quotation, then the Seller accepts that they will be so suitable within the limits of the Quotation except in minor respects which do not materially affect the purpose for which the Goods and Services have been supplied. Note that both the purpose and the agreement of the Seller must be express, not implied.

7 DELIVERY

7.1 The Seller undertakes as a warranty and not as a condition of the contract that if a firm delivery date or period has been stated in the Quotation that the Seller will deliver the Goods and Services by such date or within such period or any extended date or period as provided for under clause 13.

7.2 The Seller shall deliver the Goods to the delivery point stated in the Quotation carriage paid, unless otherwise agreed between the parties, provided that if in accordance with the Quotation the Goods are to be given to a carrier for onward transmission to the Buyer, then delivery of the Goods to the carrier shall constitute delivery to the Buyer.

7.3 For the avoidance of doubt delivery shall not be subject to time is of the essence in any way whatsoever.

7.4 All deliveries are subject to availability. The Seller reserves the right to offer an alternative product or offer the Buyer a refund as the Seller deems fit.

8 PASSING of PROPERTY

8.1 The property in the Goods shall not pass to the Buyer until payment has been received by the Seller in full for the Goods and for any other Goods supplied by the Seller or any associated company of the Seller to the Buyer.

8.2 For the purpose of this clause the Buyer undertakes that until the Buyer has made payment in accordance with sub-clause 8.1:

8.2.1 not to remove, deface or cover up any identification marks on the Goods or marks indicating that the Goods are the property of the Seller, unless expressly agreed between the Seller and the Buyer;

8.2.2 to store the Goods separately from those belonging to the Buyer or others;

8.2.3 to allow the Seller unrestricted access to the works, office or other place of the Buyer where the Goods are stored for the purpose of removal of the Goods

9 PASSING of RISK

9.1 The risk in the Goods shall pass to the Buyer on delivery as defined in clause 7.

9.2 If delivery is to be made to a carrier for onward transmission to the Buyer, then unless otherwise instructed by the Buyer, the Seller will arrange for the benefit of the Buyer, insurance of Goods on the basis of the carrier’s risk. The premium for such insurance shall be added to the contract price and paid for by the Buyer.

10 CONTRACT PRICE

10.1 The price stated in the Quotation is based on the cost of production as at the date of the Quotation. If because of any rise or fall in the cost of labour, materials, fuel or transport the cost to the Seller of performing the contract shall be increased or reduced, the amount of such increase or reduction shall be added to or deducted from the Contract Price. No account shall be taken of any increase in cost which has been incurred by the Buyer because of any default by the Seller.

10.2 If after the date of the Quotation the cost to the Seller of performing the Contract is increased or reduced by reason of any change in the laws or regulations affecting the Seller in the performance of the Contract, including any changes in taxes, levies or National Insurance Contribution payable by the Seller in respect of the workforce but excluding income tax, then the amount of such increase or reduction shall be added to or deducted from the contract price.

11 PAYMENT TERMS

11.1 Payment will be made in advance as the Seller does not operate a credit facility.

12 ACCEPTANCE

12.1 The Buyer shall inspect the Goods immediately on their receipt and shall be deemed to have accepted the Goods unless within 14 days after their receipt the Buyer shall have notified the Seller that the Goods are rejected as having been found not to be in accordance with The Contract.

12.2 If the Buyer does so notify the Seller to this effect then the Seller shall be given the opportunity to inspect the Goods, and if reasonably satisfied that the Goods are not in accordance with the Contract for a reason which the Seller is responsible, shall at its option repair or replace such Goods.

12.3 At the request of the Seller the Buyer shall return the Goods which it considers not to be in accordance with the Contract to the Seller at the Seller’s expense. The Seller shall be responsible for all costs involved in the repair or replacement of the Goods and for their re-delivery to the Buyer.

12.4 If the Seller shall fail within a reasonable time to repair or replace the Goods as required under sub-clause 2 above, the Buyer shall have the right to purchase elsewhere replacement Goods of the same or similar description and price and to recover from the Seller:

12.4.1 any payments made by the Buyer in respect of the rejected Goods;

12.4.2 the difference between the price of the rejected Goods and the price of the replacement Goods.

12.3 The obligations of the Seller under sub-clauses 12.2, 12.3 and 12.4 above shall be in full satisfaction of the Seller’s liability in respect of such Goods, and the Buyer shall not be entitled to claim damages for breach by the Seller of any of its obligations whether under the Contract or otherwise and whether for any delay or performance.

13 DELAYED DELIVERY

If the Seller shall have included in the Quotation a firm date for delivery then the following provisions of this clause shall take effect. Otherwise any date or period for delivery shall be considered as indicative only and not contractually binding on the Seller.

13.1 The date for delivery shall only constitute a warranty and not a condition of the Contract, time shall not be considered to be of the essence and the Buyer shall not have the right to reject the Goods or terminate the Contract by reason of any delay in delivery.

13.2 If the Seller is delayed in the performance of the Contract by any act or default of the Buyer, or any industrial dispute or any circumstance beyond the reasonable control of the Seller, then the date for delivery shall be extended by such period as may be reasonable.

13.3 If the Seller shall fail to deliver the Goods by the date for delivery or any extended date under sub-clause 2 of this clause, then the Seller shall pay to the Buyer as liquidated damages such sum as may be specified in the Quotation, or if no sum is so specified, at the rate of 0.5% of the value of the Goods delayed for each week of delay up to a maximum 5% of the Contract price of the Goods delayed, unless it can reasonably be concluded from the circumstances that the Buyer has suffered no loss.

13.4 The payment by the Seller of such liquidated damages shall be in full satisfaction of the Seller’s liability for delay and to the exclusion of any other remedy of the Buyer for delay by the Seller.

14 DEFECTS LIABILITY

14.1 The Seller shall repair or replace at the Seller’s option any of the Goods which are, or which become, defective within 12 months from delivery due to faulty workmanship, materials or faulty design if the Seller is responsible for design, provided that the Buyer shall have notified the Seller in writing of such defect and have given the Seller a reasonable opportunity to inspect the defective Goods.

14.2 All expenses incurred by the Seller in connection with the repair or replacement of the defective Goods, including all costs of transportation, shall be paid by the Seller.

14.3 If the Seller shall fail to so repair or replace the defective Goods within a reasonable time of having been notified by the Buyer, then the Buyer shall be entitled to have the work of repair or replacement carried out by others, and the Seller shall pay to the Buyer the costs reasonably incurred by the Buyer in so doing.

14.4 The Seller’s liability in respect of defects in the Goods shall be limited to those stated in this clause and subject to clause 2(1) of the Unfair Contract Terms Act 1997, the Seller shall not be liable whether in contract or in tort, including but not limited to negligence, or by reason of breach of statutory duty or otherwise, for any damage or loss whatsoever suffered by the buyer arising out of or attributable to such defects.

15 LIMITATION of LIABILITY

15.1 The obligations and liabilities of the Seller in respect of the description of the Goods, the quality of the Goods or their fitness for purpose are limited to those which are expressly stated in clauses 12 and 14 above. All conditions, warranties and intermediate terms relating to the description of the Goods, their quality and their fitness for purpose implied by common law or by statue or otherwise are hereby excluded from the Contract.

15.2 Except as provided for under clause 13 above neither party shall be liable to the other for any indirect or consequential loss or damage, loss of profit, loss of use or production or of contracts which the other may suffer arising out of any breach by a party of its obligations under the Contract and whether the same be due to the negligence of that party or not.

16 FORCE MAJUERE

The Seller shall not be liable to the Buyer for its failure to perform any of its obligations under the Contract to the extent that such failure is a result of circumstances beyond its reasonable control, provided that the Buyer is notified in writing of such circumstances by the Seller as soon as the Seller becomes aware of the occurrence.

17 SETT-OFF

The Buyer shall not be entitled to exercise any right of set-off or counter-claim.

18 LAW

18.1 The Contract shall in all respects be governed by and interpreted in accordance with English law.

18.2 The Contract shall in all respects be subject to the juridistiction of England.

19 DISPUTE RESOLUTION

If any dispute or difference shall arise between the parties in connection with or arising out of the Contract which cannot be settled amicably between the parties, then either party shall give to the other 14 day’s written notice to such effect and such dispute or difference shall be referred to a single arbitrator agreed between the parties within 14 days of the date of the said written notice, or in default of agreement, as may be nominated by the President for the time being of the Chartered Institute of Arbitrators.

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