General Conditions of Sale
Haircare of Sweden Limited Registered Office: Priory Garage, Cross Road, Alcester, Warwickshire B49 5EX
1.1 Haircare of Sweden Limited (“the Company” which terms includes its subsidiaries or any business or trading names of the Company) contracts with every other party (“the Customer”) subject to and upon the following terms and conditions which shall govern the sale of all the Company’s goods (“goods”) and the provision of any services to be provided in connection with the goods, exclusively, notwithstanding any terms or conditions (whether oral or written) or purported variations contained on any order or correspondence submitted by the Customer to the Company except where variations are specifically accepted in writing by a duly authorised officer of the Company.
1.2 All orders are subject to acceptance by the Company
1.3 No employee or agent of the Company has authority to vary, add to or depart from these general conditions of sale or to make any representations in relation to the goods sold or any services provided hereunder or the contract made herein.
2. Statutory Rights
2.1 The provisions of these General Conditions of Sale shall not prejudice the Statutory Rights (if any) which may notwithstanding these Conditions of Sale, be guaranteed to the Customer by virtue of Sections 12, 13, 14 and 15 of the Sale of Goods Act 1979 as amended by the Sale and Supply of Goods Act 1994 save and to the extent as it may be lawful to exclude same in relation to any particular sale.
3.1 The Company shall endeavour to keep to any stated dispatch delivery or completion date, but no liability is accepted for loss, damage or expense resulting from any delay in same whether such delay shall be caused by circumstances over which the Company has control or otherwise.
3.2 On delivery to the Customer all risks whether insurable or otherwise relating to the goods shall pass to the Customer, unless otherwise agreed in writing.
3.3 The Customer shall be deemed to have accepted all goods upon their delivery by the Company to the address specified in the order.
3.4 Each part delivery of the goods shall be deemed to be sold under a separate contract on the same terms and conditions as herein and no default by the Company in respect of any part delivery shall entitle the Customer to treat the Contract as repudiated in regard to any balance or instalment remaining deliverable.
3.5 Each order received by the Company shall be deemed to be a separate order and shall be deemed to be sold under a separate Contract on the same terms and conditions as herein.
4. Prices and Specifications
4.1 The Company reserves the right to alter its prices as well as the specifications, types or quality of the goods at any time.
1. The goods are sold subject to price and conditions ruling at the time of invoice and may vary between date of order and date of delivery.
4.2 A minimum single order value of £100 will qualify for free delivery of goods. All other orders will be subject to a charge of £10.00.
5. Terms of Payment
5.1 The terms of payment for customers with agreed credit accounts, shall be in pounds sterling, payable by the Customer to the Company, within 30 days from the date of Invoice for supply of goods, together with VAT at the appropriate rate, unless otherwise expressly agreed in writing. Customers who do not have agreed credit accounts are required to pay for goods, in full, prior to despatch.
5.2 The Company reserves the right at any time in its absolute discretion to revoke or vary any credit extended to the Customer including the credit period referred to above. The Customer shall be liable to interest on any monies overdue to the Company at the rate of two per cent per month until payment.
6. Reservation of Title
6.1 The acceptance by the Company of any order shall constitute an agreement to sell whether by central billing, ex warehouse or in any other manner, but shall not be a sale of the goods in question and no title to the goods shall pass to the prospective Customer by reason of delivery or acceptance thereof.
6.2 The Company shall remain the sole and absolute owner of the goods until such time as the agreed price of the goods shall have been paid to the Company by the Customer. Until such time the Customer shall be the bailee of the goods for the Company and shall store them separately from his own goods and from those of any third party in a manner which makes them readily identifiable as the goods of the Company. Even though title has not passed, the Company shall be entitled to sue for their price once its payment has become due.
6.3 Goods which are the subject of any agreement by the Company to sell shall be at the risk of the Customer as soon as they are delivered to his premises or at point of delivery or otherwise to his order.
6.4 The Customer’s right to possession of the goods shall cease at whichever is the earliest of the following dates:
(a) on the expiry of the agreed credit period, if any; (b) if they, not being a Company, commits any act of bankruptcy, makes any proposal to his creditors for composition or does anything which would entitle any application for bankruptcy to be commenced against him; (c) if the Customer, being a Company, does anything or fails to do anything which would entitle a Receiver to take possession of any assets or which would entitle any person to present a petition for winding up .
6.5 The Company may for the purpose of recovering its goods enter upon any premises where they are stored or may reasonably be thought to be stored and may re-possess the same without necessity for any prior consent or authority from the Customer.
6.6 The Customer shall be at liberty to re-sell the Company’s goods. If the Customer sells on his own account he shall sell as agent and bailee of the Company in law and in equity and shall hold the proceeds thereof in trust for the Company and shall not mingle the proceeds with other monies and shall not pay the cheque or cash thereof into an overdrawn bank account. He shall open a fiduciary account with his Bank and advise it that until payment to the Company of the agreed price, he shall not be entitled to any transfer of profit thereon to any other account.
6.7 If a Receiver be appointed to the Customer and at that time the Customer shall not have received the proceeds of re-sale, the Customer or the Receiver as agent for the Customer shall assign to the Company all rights against any person to whom the goods have been re-sold.
6.8 Each of the sub-paragraphs of this clause shall be regarded as creating separate terms and in the event that any one shall be void or unenforceable such voidness or unenforceability shall not affect the validity of the remaining sub-paragraphs hereof.
7. Limitation of Liability
7.1 The Company shall have no liability to the Customer for indirect or consequential loss, damage, injury or expense of any nature or description, howsoever arising.
7.2 Save as expressly provided herein or as provided by Law, the Company shall have no further liability whatsoever for injury, loss, damages or expenses incurred by the Customer resulting from defects in materials and /or workmanship in the goods or services supplied herein.
7.3 Where the Customer is a natural person and if and to the extent that Section 2.1 of the Unfair Contract Terms Act 1977 applies to the order, nothing in these conditions shall operate so as to exclude or restrict the liability of the Company for death or personal injury caused to the Customer by reason of the negligence of the Company or of its servants, employees or agents.
8. Force Majeure
8.1 The Company shall not be under any liability for any failure to perform any if its obligations under the order due to Force Majeure.
8.2 For the purpose of this condition, “Force Majeure” means fire, explosion, flood, lightning, act of God, act of terrorism, war, rebellion, riot, sabotage, or official strike or similar labour dispute, or events or circumstances outside the reasonable control of the party affected thereby.
9.1 The Customer shall at all times keep the Company indemnified against any claims for loss, damage, expense, injury or death to third parties arising out of or connected with the subject matter of this contract contained with the Customer or resulting from the supply of goods or services to the Customer.
10.1 The Company shall be entitled to “set-off” or “off-set” any sums due to them by the Customer against any sums due by the Company to the Customer by way of credit notes or other credit allowances.
11. Customer’s Contract
11.1 A Customer shall not be entitled to change the title to his or her account with the Company unless otherwise approved of in writing by the Company.
12. Unfair Contract Terms Act 1977
12.1 If and to the extent that Section 6 and/or Section 7(3A) of the Unfair Contract Terms Act 1977 applies to the Conditions, no provision of these terms and conditions shall operate or be construed to operate so as to exclude or restrict liability of the Company for breach of express warranties contained in Condition 7, or for breach of the applicable warranties as to title and quiet possession implied into the terms and conditions of the order by Section 12(3) of the Sale of Goods Act 1979, of Section 2(3) of the Supply of Goods and Services Act 1982, whichever Act applies to the order.
13.1 Both the Company and the Customer shall each keep confidential and shall not without the prior consent in writing of the other disclose to any third party any technical or commercial information which it has acquired from the other as a result of discussions, negotiations and other communications between them relating to the goods and the order.
14.1 These Conditions of Sale and all other express terms of every agreement between the Company and the Customer concerning the supply of goods or services shall be governed and construed in all respects in accordance with the Laws of England and the Customer agrees to submit to the non-exclusive jurisdiction of the England Courts in relation to any matter arising hereunder in dispute.
14.2 If any provision of these Conditions of Sale shall be determined by a Court of competent jurisdiction to be void or unenforceable the other terms and conditions shall remain unaffected and enforceable. In the event of any conflict between these Conditions and any Franchise or Supply Agreement made between the Company and the Customer these Conditions shall have precedence.