Help Web Site Terms of Use
1. Definitions
1.1 In these Conditions the following words and expressions shall have the following meanings:-
'an Authorised Person': any employee or agent of the Company, of whom it has given notice as having the authority to negotiate a Contract and, where appropriate and expressly notified, waive or vary these Conditions.
'the Company': Inside Out Skincare and (as the context may require) its successors and assignees;
'Contract': a Contract between the Company and a Customer for the purchase and sale of the Goods of which these Conditions form part;
'the Customer': means the person named as such on the order form or in the Contract to which these Conditions are annexed;
'Goods': means the goods (including any instalment of the goods or any parts for them) specified on the order form or in the Contract to which these Conditions are annexed;
'ncoterms': means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made;
1.2 In these Conditions, 'writing' includes facsimile transmission, but not electronic mail.
2 Contract
2.1 Subject to Condition
2.2, these Conditions shall apply to all Contracts for the supply of Goods entered into by the Company to the exclusion of any other conditions of the Customer (including the Customer's standard conditions).
2.2 Condition 2.1 shall not apply to the extent that these Conditions have been waived or varied in writing by an Authorised Person. Any waiver or variation shall apply only to the particular Contract for which it was given.
3 The Company may, without incurring any liability, correct any clerical error in any document issued by the Company including any sales literature, quotation or acceptance.
4 No order from a Customer (whether or not following a quotation by the Company) shall be binding on the Company until an Authorised Person has issued the Company's acceptance in writing to the Customer.
5 Orders and Specifications 5.1 The Customer shall be responsible to the Company (i) for the accuracy of any order and (ii) for giving any necessary information within a sufficient time to enable it to perform the Contract.
5.2 The quantity, quality and description of the Goods in any Contract shall be those set out in either the Company's quotation or the Company's acceptance.
5.3 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company.
6 Price
6.1 The price of the Goods shall be the Company's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company's price list current at the date of acceptance of the order. Where Goods are supplied for export from the United Kingdom, the Company's published export price list shall apply. All prices quoted are exclusive of Excise Duty, Value Added Tax and any other applicable taxes.
6.2 Unless otherwise agreed in writing, all prices are given by the Company on an ex works basis, and where the Company agrees to deliver the Goods otherwise than at the Company's premises, the Customer shall be liable to pay the Company's charges for transport, packing and insurance.
7 The Company shall have the right even after its issue of an acceptance and by giving notice in writing to the Customer to adjust prices to take account of government taxation, increases in the costs of raw materials, labour, overhead expenses, packaging, transport rates or any similar matter.
8 Terms of Payment
8.1 Unless otherwise agreed in writing, the Customer shall pay the price of the Goods in full prior to delivery.
8.2 Where the Company has agreed to waive Condition 8.1, the Company shall have the right to invoice the Customer for the price of Goods (i) on delivery by the Company of the Goods, (ii) (where the Goods are to be collected by the Customer) at any time after the Company has notified the Customer that the Goods are ready for collection or (iii) (where the Customer wrongfully fails to take delivery of any Goods) at any time after the Company has attempted to deliver the Goods.
8.3 Where Condition 8.2 applies, the Customer shall pay all sums due to the Company for the Goods within thirty days of the date of the invoice for those Goods. The time of payment shall be a material term of the Contract.
8.4 If the Customer fails by the due date to pay any sum due under the Contract, the Company shall, pending payment in full, have (i) the right to withhold deliveries under that or any other contract, (ii) the right to cancel the Contract, (iii) the right to call for payment before delivery and (iv) the right to charge interest on any sum overdue from the time that sum became due at the rate of 3 per cent above Bank of Scotland base lending rate from time to time until payment in full.
8.5 The Company shall have the right to appropriate any payment made by the Customer to any Contract which it thinks fit (notwithstanding any purported appropriation by the Customer).
8.6 In the case of partial completion of an order, the Company shall be entitled to payment of the price of the Goods supplied. The whole price under the Contract shall be apportioned accordingly.
8.7 The Customer shall have no right of set-off in respect of any claims which it may have against the Company.
9 Delivery
9.1 Delivery of Goods shall be made by (i) the Customer collecting the Goods at the Company's premises, or if some other place for delivery is agreed, (ii) the Company delivering the Goods to that place.
9.2 Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. The Company may deliver Goods in advance of the quoted delivery date on giving reasonable notice to the Customer. Time for delivery of the Goods shall not be of the essence of the Contract unless previously agreed by the Company in writing.
9.3 If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery the Company may store the Goods until actual delivery. The Customer shall pay on demand all storage charges incurred by the Company.
10 Passing of Risk
10.1 Risk of loss of, or damage to, the Goods shall pass to the Customer on the earlier of (i) the time of their delivery in terms of Condition 9, and (ii) the time at which the Customer fails to take delivery of the Goods.
10.2 Where delivery of the Goods is to be made by the Company in bulk, the Company reserves the right to deliver up to 10 per cent more or 10 per cent less than the quantity ordered without any adjustment in the price, and the quantity to delivered shall be deemed to be the quantity ordered.
10.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate Contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
11 Reservation of Title
11.1 Goods sold shall remain the property of the Company until all sums due by the Customer to the Company have been paid.
11.2 Until the transfer of property in terms of Condition 11.1, the Customer shall store the Goods in a manner which distinguishes them from other Goods of the Customer and which indicates that they are in fact owned by the Company.
11.3 Notwithstanding Conditions 11.1 and 11.2, the Customer shall be entitled to resell the Goods in which property has not passed in its ordinary course of business. On such resale, property in the Goods sold shall pass to the Customer and its purchaser.
11.4 If the Customer (i) fails to pay any part of the price by the due date or (ii) becomes insolvent or enters into any arrangement with his creditors or (iii) a petition is presented, or resolution proposed, for the winding-up of the Customer or (iv) a receiver or administrator is appointed to the Customer or over any part of its assets or (v) any equivalent event occurs in any jurisdiction other than Scotland, the Company shall have the right to repossess the Goods.
11.5 The Customer shall assist the Company to repossess the Goods under condition 11.4 and, in particular, to procure the admission of representatives of the Company to the premises in which the Goods are situated.
12 Warranties
12.1 All Goods are sold by the Company on the basis only that they conform to the terms of the Company's quotation or acceptance in writing of any order.
12.2 Where samples are submitted or descriptions given in the Company's literature, these show only the general character of the Goods without any warranty to their exact quality.
13 Claims
13.1 Any claim by the Customer which is based on any defect in the quality of the Goods shall be notified to the Company within fourteen days of delivery. The Customer shall give the Company full opportunity to inspect the Goods at the place to which they were delivered.
13.2 Where the Company accepts any claim based on any defect in the quality of the Goods, (i) the Company may require the Customer forthwith to return the Goods at the Company's cost to a place designated by it and (ii) the Company shall (at its option) either replace the Goods free of charge or credit the value of the defective Goods to the Customer's account with the Company.
13.3 Except as set out in this condition 13, all conditions and warranties relating to the Goods and all remedies otherwise available to the Customer are excluded to the fullest extent permitted by law.
13.4 Nothing in this condition 13 shall affect the Company's liability under the Unfair Contract Terms Act 1977 or the Consumer Protection Act 1987.
13.5 The Customer shall indemnify the Company in respect of any loss (including consequential loss) sustained and any expenses (including any legal expenses incurred) by the Company arising directly or indirectly out of the use of the Goods by the Customer including their resale.
14 Export Terms
14.1 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Terms, but if there is any conflict between the provisions of Incoterms and these Terms, the latter shall prevail.
14.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this Condition 14 shall (subject to any special terms agreed in writing between the Customer and the Company) apply notwithstanding any other provision of these Terms.
14.3 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
14.4 Unless otherwise agreed in writing between the Customer and the Company, the Goods shall be delivered FCA the Company's premises and the Company shall be under no obligation to give notice under Section 32(3) of the Sale of Goods Act 1979.
14.5 The Customer shall be responsible for arranging for testing and inspection of the Goods at the Company's premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
14.6 The Company reserves the right to require payment of all amounts due by the Customer by irrevocable letter of credit confirmed by a bank in the United Kingdom.
15 Resale
15.1 The Customer shall not resell the Goods except in the form in which they are sold to it (and in particular shall not sell any Goods except in, or from, the bottles supplied by the Company and with no additions or alterations to the bottles, labels or other packaging material supplied by the Company).
15.2 The Customer shall incorporate condition 15.1 in all sub-sale Contracts.
15.3 The Customer shall have the right to use the Company's intellectual property rights in advertising material only with its prior written consent as to the form and context in which it is to be used.
15.4 The Customer shall, as soon as reasonably practicable, notify the Company of any apparent unauthorised use of the Company's trade marks or get-up.
16 Force Majeure
The Company shall have no liability for the failure to perform any obligation under this Contract caused or materially contributed to by any circumstances outside its control including (i) labour disputes, (ii) breakdown of equipment, (iii) failure or shortages of energy, water and other supplies, (iv) delay in transit.
17 Termination
17.1 If the Customer (i) fails to pay any part of the price within seven days of the due date or (ii) becomes insolvent or enters into any arrangements with its creditors or (iii) a petition is presented, or resolution proposed, for the winding-up of the Customer or (iv) a receiver or administrator is appointed to the Customer or over any part of its assets, or (v) any equivalent event occurs in any jurisdiction other than Scotland, the Company shall the right immediately and without notice to terminate the Contract.
17.2 Any termination by the Company under condition 17.1 shall be without prejudice to any rights which have accrued before termination.
18 General
18.1 Any failure by the Company to enforce any of the provisions of that Contract shall not be a waiver by it of its rights to enforce that provision.
18.2 The Company shall have the right to alter these Conditions at any time. In the case of any Contract then current, the Company shall give at least thirty days' prior written notice to the Customer stating the intended alterations and their effective date.
18.3 Any notice to be given to the Customer shall be deemed to have been validly given if sent to its last-known address by first class pre-paid post or facsimile transmission.
18.4 Any notice given under Condition 18.3 shall be deemed to have been given 48 hours after posting if sent by post or at the time of transmission if sent by facsimile transmission.
19 If any Condition is held to be invalid or unenforceable, it shall be severed from the remaining Conditions.
20 All rights of the Company in these Conditions shall be cumulative.
21 Jurisdiction
These Conditions shall be governed by the Law of Scotland and the Customer submits to the non-exclusive jurisdiction of the Scottish Courts.
