Trade Terms & Conditions of Sale - UK

1. General

1.1 Unless otherwise agreed in writing, these terms and conditions of sale (’the Conditions) apply exclusively to each Contract for the sale of goods or services (’the Goods’) by Ecotrade Europe Limited (’the Company’) to a purchaser of Goods (’the Purchaser’), (together ‘the Parties’). “Any additional or different terms or conditions proposed by the Purchaser are expressly objected to and will not be binding upon the Company unless specifically assented to in writing by the Company. Any order for, or any statement of intent to purchase hereunder shall constitute assent to these Conditions.

1.2 “Contract” means the purchase order signed by the Purchaser and accepted by the Company in writing, together with these Conditions. Notwithstanding that a quotation has been made by the Company no Contract exists between the Company and the Purchaser until the Company accepts the Purchaser’s order in writing.

1.3 Unless otherwise specified in writing by the Company, any quotation by the Company will expire 14 days from its date and may be modified or withdrawn by the Company prior to receipt of the Purchaser’s acceptance.

1.4 The headings used are for convenience only and shall not affect the interpretation of these Conditions.

1.5 All goods purchased using a Trade Account are intended solely for salon professional use and salon retail, under no circumstances is the Purchaser entitled to use 3rd party ecommerce platforms to promote and retail Goods. Failure to adhere to this agreement may result in the Trade Account being closed by the Company.

2. Price and Payment

2.1 a minimum payment of £500 is required to open all Trade Accounts. This £500 is then fully redeemable against any of our hair or products.

With exception when booking onto a Beauty Works training course and paying the course in full, the £500 will be exempt and you will automatically receive a trade account.

2.2 The price of the Goods (’the Price’) is the Company’s quoted price or if no price is quoted, the current list price of the Goods and is exclusive of VAT, delivery, packaging, carriage and insurance, which shall be paid by the Purchaser in addition to the Price. The Company reserves the right to increase the Price at any time to reflect any increase in its costs because of any factor beyond its control or any changes in delivery dates, quantities or specifications requested by the Purchaser or any delay caused by the Purchaser’s failure to provide adequate information or instructions.

2.3 The Company retains title to all Goods until paid for in full by the Purchaser.

2.4 Normal payment terms are that payment must be made at the time of ordering. However, where credit terms are offered by the Company, clauses 2.5 – 2.7 below will apply.

2.5 Subject to credit approval and unless the Parties agree otherwise, the Purchaser will pay the Price (whether or not the Company has formally demanded it) within 30 days of the date of the invoice, unless otherwise agreed in writing. Payment shall also be made if insignificant components are missing but usage of the delivered Goods is not rendered impossible.

2.6 If the Price is not paid in full when due, then, without affecting any of the Company’s other rights or remedies, the Company may cancel the Contract and/or suspend performance of any delivery [any cost incurred by the Company in accordance with such suspension (including storage costs) shall be payable by the Purchaser]; charge interest at 4 % a year above Lloyds Bank PLC base rate at the time on all unpaid amounts; withdraw all credit facilities extended and require immediate payment of all outstanding invoices issued whether or not they were due for payment; and/or cancel and withdraw any trade discount allowed on the Price.

2.7 Where the Company, at its sole discretion, takes action to recover any overdue debts, then the Purchaser shall be held liable for any costs incurred in connection with such recovery.

2.8 All payments must be made by the Purchaser. Payments by any other party (such as client) are not accepted.

3. Delivery

3.1 Delivery and dispatch dates quoted are approximate only and the Company is not liable for any delay in the delivery of the Goods.

3.2 If the Purchaser fails to take delivery of the Goods or fails to give adequate delivery instructions then, without affecting any of the Company's other rights or remedies, the Company may store the Goods until actual delivery takes place and charge for the reasonable costs (including insurance) of storage. The Company may, after 30 days, sell the Goods at the best price readily obtainable and (after deducting reasonable storage and selling expenses) account for the excess over the Price or charge the Purchaser the amount of any shortfall.

3.3 Any claim by the Purchaser relating to Products which is based on any defect in material or workmanship, a failure to correspond to the specification agreed in writing or for non or incorrect delivery (whether or not delivery is refused by the Purchaser) must be notified to the Company within three (3) working days from the date of delivery. If delivery is not refused, and the Purchaser does not notify the Company accordingly, the Purchaser is not entitled to reject the Goods and the Purchaser will be bound to pay the Price as if the Goods had been delivered in accordance with the Contract.

3.4 For any items lost in transit we are unable to report an item as missing until 10 working days after original shipment day. Due to this rule set by our couriers, we are unable to deem an item as lost until this time and will not refund or replace until 10 working days from original shipment date. Please note that an item sent overseas is not deemed to be lost or delayed until at least 25 working days have passed.

4. Risk and Property

4.1 Risk of damage to or loss of the Goods passes on delivery or, if the Purchaser wrongfully fails to take delivery, at the time when delivery is tendered.

4.2 Property in the Goods does not pass to the Purchaser until the Company has received full payment of the Price (plus VAT and other applicable charges) and all other sums due to the Company from the Purchaser. Until property in the Goods passes to the Purchaser, it will hold the Goods on the Company’s behalf, and will keep the Goods separate from its goods and those of third parties, properly stored, protected, insured, and identified as the Company’s property; and the Purchaser shall not pledge or charge the Goods by way of security or otherwise. Breach of any of the provisions of this Condition will result in all monies owing by the Purchaser to the Company (without prejudice to any other right or remedy) becoming immediately due and payable.

4.3 The Purchaser is entitled to resell or use the Goods in the ordinary course of its business, subject to the following: If the Goods are resold by the Purchaser, the Purchaser hereby transfers to the Company his /its claims arising from the aforesaid resale in the amount of the invoice value of the Goods. If the Purchaser is honouring his/its payment obligations, the Purchaser shall, however, be authorized to collect his/its resale claim which has been assigned to the Company. Until title to the Goods passes to the Purchaser, the Company may require the Purchaser to return the Goods and, if the Purchaser fails to do so, the Company may repossess the Goods. The Purchaser hereby grants the Company an irrevocable right to enter, with or without vehicles, any premises for the purpose of inspecting or repossessing the Goods.

5. Insolvency of the Purchaser

5.1 If the Purchaser 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 an encumbrancer takes possession, or a receiver is appointed of any of the property or assets of the Purchaser, or the Purchaser ceases or threatens to cease to carry on business or the Company reasonably apprehends that any of the events mentioned in this clause is about to occur (and notifies the Purchaser accordingly) then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries without any liability on the part of the Company and, if the Goods have been delivered but not paid for, the Price shall become immediately due and payable notwithstanding any previous agreement or arrangements to the contrary.

6. Warranty

6.1 Except as set out below, the Company warrants that the Goods will correspond to their specification agreed in writing between the Company and the Purchaser and will be free from defects in materials and workmanship; and in case of delivery of services, the Company only warrants that they have been given with reasonable skill and care. All other warranties, conditions or other terms, whether express, implied, statutory or otherwise (including, but not limited to, merchantability and fitness for purpose) are excluded to the fullest extent permitted by law. This warranty shall not apply and shall terminate immediately if the fault or defects referred to herein cannot be proved to be a result of the Company’s failure under this Condition.

6.2 Such exclusions from warranty shall include (but not limited to) failure to use, mix, treat, process, apply, store, install, operate, or maintain the Goods as instructed by the Company; normal wear and tear; use of the Goods other than for their agreed purpose; any defect in the Goods arising from a design, drawing or specification supplied by the Purchaser or on the Purchaser’s behalf or deficiencies resulting from other reasons beyond the Company’s control. No warranty claims may be made unless the Purchaser has paid the Price in full. Warranties shall also terminate immediately, if the Purchaser, in case of a defect, does not immediately take all appropriate steps to mitigate damages and notify the Company as stated herein. All descriptions, illustrations and data contained in any catalogues, price lists and/or other advertising or promotional material are intended by the Company only to present a general view of Goods described therein and none of such specifications, drawings, dimensions, weights, descriptions, illustrations, or data shall form part of the Contract, except if otherwise agreed in writing between the Company and the Purchaser.

6.3 If any failure to meet the warranties under Condition 6.1 appears within the Warranty Period, the Purchaser shall promptly notify the Company. Where any valid warranty claim is made in respect of any of the Goods within the warranty set out in Condition 6.1, the Company can choose either to repair or replace the Goods (or the part in question) free of charge or grant credit to or refund to the Purchaser the Price of the Goods (or a proportionate part of the Price) at the Company’s absolute discretion, but the Company shall have no further liability. The supply of repaired or replacement Goods by the Company pursuant to this Condition 6.2 shall not extend the duration of the Warranty Period. The Company shall not be responsible for costs of the dismantling and assembly of the defected Good, and/or removal or replacements of systems, structures or other portions of the Purchaser’s facility or reinstallation of any items.

6.4 The preceding sections of this Condition 6 set forth the exclusive remedies for all claims based on failure of or defect in the Goods provided under the Contract, whether such failure or defect arises before or during the Warranty Period and whether a claim, however, instituted is based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise.

7. Returns and Refunds

7.1 Consumer Contracts Regulations (formerly Distance Selling Regulations) DO NOT apply for Business to Business contracts (Trade Accounts). Business Customers are defined as Sole Traders, Partnerships, Limited companies etc. purchasing goods from us by Internet, Mail Order, over the Phone or by Proforma Invoice for use at their business.

7.2 The Company will not issue refunds for Business to Business transactions unless the products are faulty upon delivery (whereupon the remedies set out in condition 6 will apply) In the unlikely event that the company despatched incorrect goods or that the purchaser believes that there is a dramatic difference in colour (as hair is raw material, a slight variation in colour is to be expected), the Company will offer an exchange on a like for like basis.

7.3 All products should be returned in the original packaging, unopened in the original shipped condition. By removing any products from the packaging the purchaser is accepting the product is of satisfactory quality and fit for purpose.

7.4 Goods may be returned within 28 days of delivery. Any goods returned after 28 days and up to 91 days is at the sole discretion of the Company and if accepted will subject to a 20% restocking fee. This includes credits and exchanges, additional charges including repackaging and postage may also apply. If we refuse to accept any products back into stock it is the responsibility of the purchaser to arrange collection from our Warehouse.

7.5 All returns with a total value or in excess of £1000.00 must first be authorised by the Company.

8. Faulty Goods

8.1 If any of our products upon receipt appear faulty due to quality issues, the product can be returned to the Company for inspection. Please note all products should be returned in the original packaging and the hair attached to the backing card and bands intact. Any products removed from the packaging or the backing card will not be accepted back into stock and returned to the purchaser at their cost. By removing any products from the backing card, the purchaser is accepting that they have received the goods, they are of satisfactory quality and fit for purpose. It is therefore important that the product is fully checked before being applied.

8.2 If a purchaser / consumer believes the goods to be faulty and is requesting for the goods to be sent back for testing, the fault must be reported to us within a maximum of 30 days of the receipt date. In the 1st instance the goods should be tested for quality by the purchaser by following the “A Guide to Common Concerns” document. If the purchaser then believes there is an issue with the product they must notify the Company that they are intending to send the products back for testing. Once received goods will be tested and the findings communicated to the purchaser within 30 days.

8.3 The purchaser agrees that they will deal direct with any consumer complaints regarding any products they have either sold or applied. The contract of sale is between the purchaser and the consumer. The Company will deal only with the purchaser when communicating and inspecting any goods which either the consumer or purchaser deems to be faulty.

8.4 The Company cannot guarantee the quality of any Beauty Works extensions with other formulas and therefore will only accept testing on products where the Beauty Works Aftercare has been used. Any hair returned to be tested for alleged quality issues must be accompanied by original proof of purchase for both the extensions and aftercare. All returns must have a fully completed Hair Report Form. Any goods received without the appropriate paperwork will not be processed until the correct paperwork is received. Failure to provide the completed paperwork within 91 days will result in the goods being destroyed.

8.5 The Company will not reimburse for any costs incurred including but not limited to, carriage, removal, and application costs. Issues with incorrect application must be covered financially by the Purchaser.

8.6 Fading of the hair will naturally occur over time and this is not deemed as a manufacturing fault. The Company will not accept liability of the product it is has deemed to have deteriorated due to general wear and tear, misuse, or neglect. The Company will not accept liability for any product not used for its original specification.

9. Limitation of Liability

9.1 The remedies of the Purchaser set forth herein are exclusive and the total liability of the Company, on all claims of any kind, whether in contract, warranty, indemnity, tort (including negligence), strict liability, or otherwise, shall not exceed 100% of the Price by which the Goods giving rise to the claim were sold to the Purchaser.

9.2 In no event, whether because of breach of contract, warranty, indemnity, tort (including negligence), strict liability, or otherwise, shall the Company or its subcontractors or suppliers be liable for loss of profit, revenue, business, contracts, opportunity, goodwill, use, production, anticipated savings, expenses, costs or similar loss; and/or or any special, consequential, incidental, indirect, speculative, punitive or exemplary loss or damage, or claims of the Purchaser’s customers for any of the foregoing damages and the Purchaser agree to defend, indemnify, and hold harmless the Company from any such claims of the Purchaser’s customers.

9.3 Notwithstanding the Conditions set out above, no Condition shall exclude or restrict the liability of the Company for breach of the statutory warranty as to title and quiet possession and nothing in these Conditions shall operate or be construed to operate so as to exclude or restrict the liability of the Company for death or personal injury caused by reason of the negligence of the Company.

10. Force Majeure

10.1 The Company shall not be under any liability to the Purchaser for any failure to perform any of its obligations under the Contract where it is prevented by (i) reasons beyond its reasonable control including without limitation any act of God, war, riot, malicious damage, strikes or other labour disturbances, lockout, industrial action, government action, accident, breakdown of machinery, default of suppliers, fire, flood, storm, drought, tempest, or similar event; or (ii) acts (or omissions) of the Purchaser.

11. Intellectual Property

11.1 Where Goods are to be made by the Company to the Purchaser’s specification and/or design, the Purchaser warrants to the Company that such manufacture will not infringe the patent, copyright, design right, trademark or other industrial or intellectual property right (’IPR’) of any person and undertakes to indemnify the Company from and against all losses, damages, costs and/or expenses (including legal fees) awarded against or incurred by the Company in connection with any claim for infringement of the IPR of any person because of use of the Purchaser’s specification.

11.2 The company does not allow key word bidding of its trademarks on any search engines.

11.3 All images remain the property of The Company and can only be reproduced with our express written consent.

11.4 Any trademarks or images must be immediately removed from any website marketing material or any other location upon request from The Company. Failure to do so will result in The Company taking action for trademark infringement.

12. Third Parties

12.1 Each Contract will only confer rights and benefits on the Purchaser and no third party shall acquire any rights or benefits under the Contract.

13. Design Rights

13.1 The Company asserts that it will strenuously defend its design rights in any Goods that it has designed itself, whether or not such designs have been registered.

14. Changes

14.1 The Company reserves the right, in its sole discretion and without incurring any liability to the Purchaser, to: (i) alter the specifications or design of the Goods; (ii) discontinue or limit the manufacture of any Good), (iii) cancel or limit the deliveries of any such Goods. (iv) discontinue or limit the development of any new product, whether or not such new product has been announced publicly ;(v) manufacture new good(s) having feature(s) which make any product wholly or partially obsolete; (vi) substitute such altered products for the prior Goods in filling orders.

14.2 The Company shall use reasonable effort to provide the Purchaser with prompt notice of such decisions. The Company and the Purchaser shall then agree on the conditions pursuant to which any order(s) accepted by the Company before such notice shall be filled. The Company shall have no obligation to deliver any Goods deleted or modified pursuant to the above paragraphs, which is ordered by the Purchaser after the issuance of the notice.

15. Confidentiality

15.1 In connection with the Contract, the Company and the Purchaser (as to information disclosed, the “Disclosing Party”) may each provide the other party (as to information received, the “Receiving Party”) with “Confidential Information”. The Purchaser shall not provide any Confidential Information to the Company without the Company’s prior written consent to receive it. “Confidential Information” as used in these Terms and Conditions shall mean all Goods pricing, all terms of the Contract, and all information related to the business or products of the Disclosing Party that is not known generally to the public, provided that the obligations of these Conditions shall not apply as to any portion of the Confidential Information which: (i) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party or (ii) becomes available to the Receiving Party on an non-confidential basis from a source other than the Disclosing Party when such source is not, in the best of the Receiving Party’s knowledge, subject to a confidentiality obligation to the Disclosing Party, or (iii)has been or is subsequently independently developed by the Receiving Party without reference to the Confidential Information.

15.2 The Receiving Party agrees, except as otherwise required by law: (i) to use the Confidential Information only in connection with the Contract, and permitted use of the Goods, and (ii) to take reasonable measures to prevent disclosure of the Confidential Information, except to its employees to the extent necessary to facilitate the Contract and permitted uses in the Goods and provided that those employees have agreed to be bound by the provisions hereof. The Receiving Party accepts liability that its involved employees will abide by these provisions.

15.3 If either party is requested or required (by interrogatories, subpoena, or similar legal process) to disclose any Confidential Information, such party agrees to provide the Disclosing Party with prompt notice of each such request, to the extent practicable, so that the Disclosing Party may seek an appropriate protective order or waive compliance by the Receiving Party with the provisions of this Condition 14, or both.

16. The Company

16.1 The Company may perform any of its obligations or exercise any of its rights under these Conditions and each Contract by itself or through a subsidiary company. Any act or omission of that subsidiary will, however, be treated as the Company’s act or omission and the Purchaser shall have no rights or claims against the involved other subsidiary.

17. Notices

17.1 Any notice given under these Conditions must be in writing, addressed to the registered office or principal place of business of the addressee or any other address as may at the relevant time have been notified as the correct address for service of documents. Any notice must be given by hand or sent by first class (airmail if overseas) registered delivery post. E-mail is not effective notice.

18. Assignment

18.1 The Contract or any of its rights or obligations may not be assigned or otherwise transferred by the Purchaser without the prior written approval of the Company. The Company may, in part or in whole, assign, transfer or sub-contract all or any of its rights or obligations under the Contract.

19. Waiver

19.1 Any waiver by the Company of any breach of the Contract by the Purchaser will not be treated as waiving any subsequent breach of the same or any other provision.

20. Entire agreement

20.1 These Conditions and the documents referred to in them, shall unless otherwise expressly agreed in writing, contain the entire agreement between the Parties and no other agreements, representations, warranties, promises, or understandings express or implied will bind the Parties or form part of a Contract. Each party agrees that it has not relied on, or been induced by, any representations of the other party not contained in these Terms and Conditions or the Contract.

20.2 If the provision of the Contract is determined to be void or unenforceable, this finding shall not render other provisions void or unenforceable, and the Company and Purchaser shall make their best endeavours to replace such provisions by a valid one, covering the original commercial intention as far as legally possible.

21. Law and jurisdiction

21.1 The Contract is construed and shall be interpreted in accordance with the laws of England, applicable at the Company’s location. The rules on conflict of law shall be excluded. The place of jurisdiction shall be the court at the place of the registered offices of the Company. However, the Company is entitled to bring action against the Purchaser at the place of the Purchaser’s registered offices, in which case that country’s law shall apply, with the exclusion of that country’s conflict of law. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the above-mentioned courts and waives any right to object to any proceedings being brought in those courts.

22. Directors’ Liability

22.1 Where the Purchaser is a Limited Company, the Company Director(s), on acceptance of these terms and conditions, accepts personal liability for any amounts owing to the Company by the Purchaser.