Lifestyle Aesthetics Limited - Terms and Conditions
1. Definitions -
(a) In these conditions:
“Buyer” means the buyer of Goods or Services;
“Conditions” means these terms and conditions of sale, its appendices and includes any special terms
and conditions agreed in writing between the Buyer and the Seller;
“Contract” means any agreement for the supply of Goods resulting from a Purchase Order and
accepted by the Seller in accordance with Clause 5(a);
“Force Majeure” includes (without limitation) acts of god or government, war, terrorism, riot, fire,
strikes, lockouts, cessation of labour, trade disputes, breakdowns, accidents of any kind or any other
cause whatsoever beyond the reasonable control of the Seller (including delay by suppliers);
“Goods” means the goods including any instalment of the goods or any parts of them, which the Seller
is to supply in accordance with the Contract;
“Purchase Order” means the Buyer’s order for Goods or Services, which shall include any order that
is placed online by the Buyer on the Website;
“Seller” means Lifestyle Aesthetics Ltd registered in England and Wales under number 5605422
or as appropriate any of its subsidiaries within the meaning of section 736 Companies Act 1985;
“Services” means the services to be provided by the Seller to the Buyer in accordance with the
Contract;
“Website” means the website operated by the Seller from time to time, the current URL of which is
http://www.lifestyleaesthetics.co.uk and
“Writing” includes facsimile transmission, e-mail and comparable means of communication.
(b) 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.
(c) The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Application of Conditions -
Every contract shall be subject to these conditions. Any alternative terms or conditions or any addition or
alteration to these conditions proposed by the Buyer in its Purchase Order or otherwise shall not apply
unless they are expressly accepted in writing by the Seller.
3. General -
(a) Any notice required or permitted to be given by either party to the other under
These Conditions shall be in writing and addressed to the other party at its registered office or
principal place of business or such other address as may at the relevant time have been notified to the
party giving the notice.
(b) Subject to these Conditions, no failure by any party to exercise any right under any Contract shall be
deemed to be a waiver of any party’s rights thereunder or under any other Contract save to the extent
that such waiver is in writing and signed by an authorised representative of that party.
(c) If any competent authority to be invalid or unenforceable in whole or in part holds any provision of
these Conditions the validity of the other provisions of these Conditions and the remainder of the
provision in question shall not be affected.
(d) A single arbitrator appointed by agreement or in default nominated on the application of either party
shall refer any dispute arising under or in connection with these Conditions to arbitration.
(e) The laws of England and Wales shall govern these Conditions and the Buyer agrees to submit to the
exclusive jurisdiction of the English Courts.
4. Obligations to supply Goods and/or provide Services -
(a) No contract shall be concluded until either such confirmation is given, an online order on the Website
is confirmed by email of the Seller proceeds with the fulfilment of the Purchase Order. Orders can also
be taken by telephone.
(b) The Seller’s Catalogues, brochures, leaflets or correspondence are not binding and unless specifically
provided to the contrary in writing, all specifications, descriptions, photographs, measurements or
capacities are approximate only and shall not form part of any Contract or be treated as constituting
any warranty, representation or condition in relation to any Goods or Services.
(c) Reasonable variations, which do not affect to any material extent the performance of the relevant
Goods or Services for the purposes specified, by the Buyer may be made to the Services without
notice and the Services
And/or, as the case may be the Goods, so varied shall be deemed to comply with the Contract.
5. Prices -
(a) The price of the Goods or Services shall be the Seller’s quoted prices.
(b) Except as otherwise stated under the terms of any quotation or any price list of the Seller, and unless
otherwise agreed in writing between the Buyer and the Seller, all prices are quoted by the Seller on an
ex works basis and the Buyer shall be liable to pay the Seller’s charges for transport, packaging and
insurance.
(d) The price is exclusive of any applicable Value Added Tax (VAT) which the Buyer shall be additionally
liable to pay to the Seller.
6. Terms of payment -
(a) Where credit is given payment is to be made within 30 days of delivery without any deduction,
counterclaim or set-off by the Buyer on any account whatsoever. Credit card payments on 30 day
invoices will be charged at 1.5%
(b) Where cash discounts are granted VAT is calculated on the discounted price.
(c) All express deliveries are charged extra on all orders regardless of invoice value.
(d) Interest at 2.5% per month or part thereof will be payable by the Buyer to the Seller on any overdue
payments.
(e) If it appears to the Seller that the Buyer may be unable to pay its debts, the Seller shall (without
prejudice to any other rights it may have) be entitled to demand adequate assurance of due
performance by the Buyer prior to delivery either by payment in cash or by a bank guarantee
notwithstanding any terms of payment previously agreed and in the event that the Buyer is unable to
provide such assurance the Seller shall be entitled to withdraw from any contract without incurring any
liability. In such circumstances, all outstanding debts owed to the Seller by the Buyer shall become
immediately due and payable regardless of the payment terms.
(f) If (a) the Buyer fails to make any payment under any Contract when due; (b) any distress or execution
is levied upon the Buyer’s property or assets; (c) the Buyer makes or offers any arrangement or
composition with its creditors; (d) the Buyer is a body corporate and any resolution or petition to wind
up the Buyer’s business (other than for the purpose of amalgamation or reconstruction) is passed or
presented; (e) a receiver, administrator, manager or analogous person is appointed in respect of the
undertaking, property or assets of the Buyer or any part thereof; or (f) the Buyer is an individual, any
grounds arise for the presentation of a petition for a bankruptcy order made under Part IX Chapter 1
Insolvency Act 1986 or any statutory re-enactment or modification thereof or on the presentation of
such a petition, the Seller may immediately and without notice, suspend or determine any Contract or
any part thereof, stop any Goods in transit, in accordance with Clause 9(c) enter the Buyer’s premises
to recover any Goods for which payment has not been made in full and be entitled to immediate
payment on any issued invoice.
7. Delivery -
(a) 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 caused by a factor beyond the Seller’s reasonable control. Time for
delivery shall not be of the essence of any Contract unless previously agreed in writing by the Seller.
The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving
reasonable notice to the Buyer.
(c) If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions
at the time stated in its Purchase Order for delivery then, without prejudice to any other right or remedy
available to the Seller, the Seller may: (i) Store the goods until actual delivery and charge the Buyer for
the reasonable costs thereof, including, without limitation, insurance costs; or (ii) terminate the
Contract forthwith and sell the Goods.
8. Title and Risk -
(a) The ownership of the Goods passes to the Buyer on acceptance of goods by the Buyer
(b) The exercise by the Seller of its rights under Clause 9(c) below shall not prejudice the Seller’s right to
full compensation or its right to take back at once from the Buyer Goods which are still the Seller’s
Property.
(c) The Buyer shall store all goods delivered by the Seller for which payment has not been made, in such
a way as to be clearly separate and identifiable from the Buyer’s other goods and products and the
Buyer hereby grants to the Seller, its servants or agents the right to enter on to the Buyer’s premises
for the purposes of recovering Goods belonging to the Seller.
(d)The Buyer shall assume the risk of loss or damage to the Goods from the date of delivery and must
accordingly rely on its own insurance from that date.
(f) Any Goods supplied to Buyer, which are subject to restrictions or the Seller subject to any such
restrictions or provisions supplies provisions imposed by any manufacturer to the Buyer.
9. Warranties and Liability -
(a) Save as expressly provided in these Conditions, the Seller shall be under no liability to the
Purchaser under these conditions, any Contract or otherwise for any loss or damage howsoever caused
to the Buyer or any other person including, without limitation, any loss of profit, loss of earnings, damage
to property, business interruption, damage to reputation or goodwill or any indirect, special or
consequential loss or damage (save in respect of death or personal injury resulting from negligence) and
any term, condition or representation to the contrary whether express or implied by statute, common law
or otherwise is hereby expressly excluded as far as it is possible to exclude it, save for fraudulent
misrepresentation to which this exclusion shall not apply.
(c) Where the contract relates to the provision of Services the liability of the Seller to the Buyer for any
loss or damage of whatsoever nature and however caused shall be limited to and in no circumstances
shall exceed the price paid by the Buyer for the Services.
(d) Where the contract relates to the supply of Goods the liability of the Seller to the Buyer for any loss or
damage of whatsoever nature and however caused shall be limited to and in no circumstances shall
exceed the price paid by the Buyer for the Goods.
10. Defective Goods -
(a) The Seller reserves the right at its sole discretion to decide whether any Goods are defective.
(b) Defective Goods will be replaced or rectified by the Seller, as originally ordered.
(c) Claims under Sub-Clause (b) above must be made in writing to the Seller within 7 days of the date of
delivery and Goods must be returned in accordance with Clause 15 and the RMA Procedure operated
by the Seller from time to time.
(d) The Seller shall not be liable for any loss, damage or expense whatsoever and howsoever arising from
any defect save as detailed in Sub-Clause (b) hereof.
(e) Defects discovered in any delivery shall not entitle the Buyer to rescind the remainder of the Contract.
(f) All transport charges incurred in returning or replacing Goods are the responsibility of the Buyer.
11. Damage, Loss in transit -
The seller shall not be liable in respect of error in delivery, loss, damage or destruction to any Goods
during transportation of the Goods to the Buyer’s premises unless notice thereof is advised to the Seller
by telephone immediately on receipt of the Goods and confirmed in writing within 48 hours. The Buyer
shall at the same time notify the carrier in writing of any such error, loss or damage and shall in all cases,
where possible, enter a note of the same upon the carrier’s bill of lading or other delivery receipt. If by
reason of the failure of the Buyer to give any such notice as provided above the Seller is unable to make
recovery from the carriers in respect of the error, loss or damage complained of, then the Buyer shall be
liable to pay for the Goods as though no such error, loss or damage occurred. The Seller will accept no
liability for shortages unless such shortage is noted on the bill of lading or other delivery receipt.
12. Cancellation of Orders -
Cancellation of an order, in whole or part cannot be accepted without the Seller’s consent in writing.
13. Force Majeure -
(a) If performance of the Seller’s obligations is delayed or hindered by circumstances amounting to Force
Majeure the following provisions shall apply: -
(i) The Seller will as soon as reasonably practicable give the Buyer notice of the reasons for the delay
or hindrance. However, failure to give such notice will not prevent the Seller relying on the
remaining provisions of this Clause, and the Seller will incur no liability for failure to give such
notice.
(ii) The Seller’s duty to perform shall be suspended for as long as the Force Majeure circumstances
continue and the time for performance of the Seller’s obligation shall be extended by a period equal
to the duration of those circumstances.
(b) If due to Force Majeure circumstances there is a shortage of Goods of a type to be supplied to the
Buyer and the Seller’s other customers, the Seller may allocate the Goods available to it between its
customers on such basis as it thinks fit. In that case:
(i) The Buyer will accept any Goods delivered to it and shall pay the appropriate part of the price for
such Goods; and
(ii) If the Force Majeure circumstances continue for longer than 90 days then either party may be
notice in writing to the other party cancel the Contract insofar as Goods remain to be delivered
thereunder after which the Seller will have no obligation to deliver and the Buyer will have no
obligation to accept delivery of the undelivered Goods but the Contract shall remain in force in
respect of all Goods delivered prior to such cancellation.
14. RMA Procedure -
If goods supplied by the Seller prove to be defective. The Buyer shall return the Goods to the Seller in
accordance with the RMA Procedure operated from time to time. The seller will return the goods to the
manufacturer for investigation. The seller will provide details of its RMA Procedure on request. No Goods
may be returned except pursuant to the RMA Procedure. If the goods are found to be defective, the buyer
will be informed and the product replaced.