1.1 In these Conditions: ‘BUYER’ means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller. ‘GOODS’ means the goods (including any installment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions. ‘SELLER’ means SKIN KISS Ltd. (Company Number 6060127 whose registered office is at 39 Hillview,Henleaze,Bristol,BS9 4QD). ‘CONDITIONS’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller. ‘CONTRACT’ means each transaction for the purchase and sale of the Goods. 1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. 1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted in writing by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions, unless such terms are agreed in writing between the Buyer and the Seller. 2.2 No variation to these Conditions shall be binding unless agreed in writing between duly authorised representatives of the Buyer and the Seller. 2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed. 2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative. 3.2 The Buyer shall be responsible for ensuring the accuracy of the terms of any order (including any specification) submitted. 3.3 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 losses arising from any claim for infringement of any third party’s intellectual property rights resulting from the Seller’s use of the such specification. 3.4 The Seller reserves the right to make any changes in the specification of the Goods which do not materially affect their quality or performance. 3.5 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. 3.6 The minimum order that the Buyer may place is £7,500 for the first order and £1,500 for each subsequent order.
4.1 Unless otherwise agreed in writing, the price of the Goods (the Price) shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order. Prices quoted are valid for 30 days only or until earlier acceptance by the Buyer. Thereafter they are subject to change without notice. 4.2 The Seller reserves the right, by giving notice to the Buyer at any time before the Order is accepted by the Buyer, to increase the Price to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture), or any changes requested or delay caused by the Buyer. 4.3 The Price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller. 4.4 The Seller shall be entitled to impose a minimum order charge. 4.5 Unless otherwise agreed, the Seller’s Price includes free delivery within the United Kingdom to the delivery address stated in condition 6.1. 4.6 The cost of any pallets and returnable containers will be charged to the Buyer in additional to the Price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.
5.1 All customer orders are subject to a full credit check by our credit reference agencies. 5.2 Upon approval by our bank and credit reference agency HSBC Invoice Finance (UK) Ltd, all debts shown in the invoice are assigned to HSBC Invoice Finance (UK) Ltd. 5.3 If the Buyer fails to pay the Price (plus VAT and other applicable charges) on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to: 5.4.1 cancel the Contract or suspend any further deliveries to the Buyer; 5.4.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer) and; 5.4.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of five per cent per annum above HSBC base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). 5.5 The Seller reserves the right to charge an administration fee of £20 in respect of any dishonoured cheque, without prejudice to its right of action upon the unpaid cheque itself. 5.6 Payment for Goods shall be made by the Buyer by cheque or BACS transfer.
6.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the place in the United Kingdom specified in the Buyer’s order or, if different, the Seller’s acceptance as the location to which the Goods are to be delivered. Delivery of the Goods shall be made, unless otherwise agreed, when the Seller, its carrier or agent hands over the Goods to Buyer or its carrier or agent. 6.2 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 however caused. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer. 6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. 6.4 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control) then, without prejudice to any other right or remedy available to the Seller, the Seller may invoice the Buyer and store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage. 6.5 Any claim by the Buyer for non or incorrect delivery (whether or not delivery is refused by the Buyer) must be notified to the Seller within 48 hours from the scheduled delivery date. If an incorrect delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer is not entitled to reject the Goods and the Buyer must pay the Price (plus VAT and other applicable charges) as if the Goods had been delivered in accordance with the Contract.
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer on delivery or, if the Buyer fails to take delivery without good cause, at the time when delivery is tendered. 7.2 Notwithstanding delivery and the passing of risk in the Goods, or another provision of these Conditions, the title in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due. 7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but shall be entitled to resell or use the Goods in the ordinary course of its business once property in the Goods has passed to the Buyer. 7.4 Until such time as the title in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. 7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for 6 months from delivery. Any complaints based on the quality of the Goods must be made in writing to the Seller and its carriers within 48 hours from the date of delivery or collection of the same. 8.2 The warranty given in Condition 8.1 does not apply to any claims in respect of fair wear and tear or any defect in the Goods arising from any drawing, design or specification supplied by the Buyer or from wilful damage, negligence, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval. 8.3 In respect of any Goods, parts or components not manufactured by the Seller, the Buyer is only entitled to the benefit of any guarantee or warranty to which the Seller is itself entitled. 8.4 Subject as expressly provided in these Conditions, all other warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. 8.5 Where any valid warranty claim is made in respect of any of the Goods, the Seller can choose either to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer under the warranty. This is the Buyer’s sole remedy in respect of the Goods. 8.6 Except as provided in Condition 8.9, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any warranty (express or implied), condition or other term, or any duty at common law, or under the express terms of the Contract, for: 8.6.1 any loss of profit, business, contracts, opportunity, goodwill, revenue, anticipated savings, expenses, costs or similar loss; and/or 8.6.2 any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), whether caused by the negligence, breach of contract, tort, or breach of statutory duty of the Seller, its employees or agents or otherwise, which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer. 8.7 Except as provided in Condition 8.9, any other liability of the Seller to the Buyer in contract, tort, negligence, breach of statutory duty or otherwise arising out of or in connection with the Contract is limited, in aggregate, to the value of the Price for the Goods giving rise to the liability. 8.8 Any advice, instruction and/or recommendation relating to the Goods and/or their use whether written or oral given by the Seller’s employees (’Advice’) is given in good faith, but the Seller only warrants that written Advice is given with reasonable skill and care. No further duty or responsibility is accepted by the Seller. 8.9 Nothing in these Conditions will operate or be construed to operate so as to exclude or restrict the liability of the Seller for death or personal injury caused by the negligence of the Seller, or any other liability which may not be excluded or limited by law.
9.1 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations under the Contract, if the delay or failure was due to any cause beyond the Seller’s reasonable control (including but not limited to; Act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or expert regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery or incident within the meaning of the expression ‘force majeure’).
10.1 This Condition applies if: 10.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or 10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or 10.1.3 the Buyer ceases, or threatens to cease, to carry on business; or 10.1.4 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. 10.2 If this Condition 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.
11.1 It is specifically drawn to the Buyer’s attention that intellectual property rights exist in respect of trademarks, logos and other material with the Skin Kiss name or logo thereon. Any use by the Buyer of such marks or logos may constitute breach of copyright or trademark infringement. 11.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. 11.3 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision. 11.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected. 11.5 The Contract and these Conditions shall be governed by the laws of England, and the parties agree to the exclusive jurisdiction of the English courts. Skin Kiss Ltd. at 39 Hillview. Henleaze. Bristol. BS9 4QD. UK. www.skinkiss.com