TERMS AND CONDITIONS FOR SALE OF GOODS
Version number: 5.2
Effective date: 09/08/23
1.1 We are Options Exhibitions and Displays Limited. Our company information is at the end of this document. References to “you” below mean the legal entity buying goods from us.
2. Who can buy from us
2.1 You are not allowed to buy any goods from us if your main purpose is to use them to infringe our intellectual property or other legal rights.
2.2 You are not allowed to buy any goods from us if it is unlawful for you to buy or use the goods in, or import them into, your country.
2.3 Where you communicate with us on behalf of a company / organisation, you promise that you have authority to act on behalf of that entity.
2.4 You acknowledge that sales under these terms and conditions are intended to be made on a business-to-business basis only. You promise that you are not a consumer, meaning an individual acting for purposes which are wholly or mainly outside that person’s trade, business, craft or profession.
3. IMPORTANT WARNINGS
3.1 You agree to ensure that the goods are used in accordance with any applicable instructions and guidance, including on our site.
3.2 While we believe that our products are beneficial in many ways, they are not intended to diagnose, prevent, or treat any medical condition or to be used as a substitute for medical advice and we make no promise that any particular “wellness” objective will be achieved. Please consult your doctor if you have or think you may have a medical condition.
3.3 You are responsible for carefully reading the ingredients listed on our website and/or on any packaging, labels and/or leaflets to avoid the risk of allergic or other adverse reactions.
3.4 You agree to ensure that, before they are used on hair extensions, our hair products are fully tested for suitability including for potential discolouration.
3.5 If you supply our products to other people, you agree to bring the above warnings to their attention in advance.
4. Minor variations
4.1 We take reasonable care to ensure that the images and descriptions of goods appearing on our website are accurate and to display as accurately as possible the appearance / colour / texture / finish of our goods. However, there may be minor differences between the goods you receive and the way that they appear on our website. For example, the colour tone may differ.
4.2 The labelling or packaging of the goods you receive may differ from the images of these which you see on our site.
5. Your order
5.1 You agree to supply us with reasonable cooperation in relation to your order.
5.2 You agree to ensure that your order, including delivery address, and any other information you supply to us is correct. You must also carefully check any information we supply to you in connection with your order.
5.3 Unless otherwise agreed in writing by us, these terms and conditions are deemed to be incorporated into any orders by you to the exclusion of all other terms and conditions including any which you may seek to impose. This version of our terms and conditions replaces any previous versions.
5.4 We may change these terms and conditions at any time by posting the new version on our website and/or by emailing them to you. Please check them carefully as they will apply to anything you order after the effective date shown at the top.
5.5 Any oral or written order is an offer by you to buy goods from us is subject to our acceptance in writing by means of an order acknowledgement or similar document.
5.6 You agree to tell us within 24 hours of receiving the order acknowledgment if you think any of the information is incorrect.
5.7 We are entitled to charge an administration fee if at any time we accept any request by you to change your order (e.g., to change your choice of packaging) excluding errors by us.
5.8 You agree to be bound by and comply with any separate terms and conditions that apply to any trade account that you open with us.
5.9 We are not obliged to supply any goods which are unavailable, even if we have accepted your offer. If any goods are unavailable, we will notify you of the unavailability as soon as possible and will cancel the order and arrange for a refund for the unavailable goods if you have been charged.
6. Cancelling your order
6.1 You are entitled to cancel your order for any reason if you tell us by email or phone within 24 hours of placing the order. If so, we will make a full refund.
6.2 We may agree to cancellation of orders after the above 24-hour cancellation period and to refund all or some of the price paid but this is entirely in our discretion. Our decision will depend, amongst other things, on the stage of production that your order has reached, the costs we have incurred and the re-saleability of the relevant goods.
7. Payment and price
7.1 Orders are subject to any minimum quantities we specify.
7.2 Samples must be paid for unless we agree otherwise.
7.3 Unless otherwise stated, our prices exclude any applicable VAT, which is payable in addition.
7.4 If we charge for delivery, these costs will be shown separately and may depend on the delivery method chosen. NB Any delivery charges do not include customs or import duties which may be applied to your order by the relevant authorities. It is your separate responsibility to pay for them. We recommend that you check with your local customs office in advance.
7.5 You must pay in advance at the time of order unless we agree to accept payment otherwise, in which case payment must be made within 24 hours of your order.
7.6 You must make all payments without any set-off, counterclaim or any other deduction and time is of the essence for all payments under this agreement.
7.7 We are entitled to charge you interest (both before and after judgment) on any unpaid amounts at the rate for the time being that would be applicable if the debt were a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998.
7.8 We may offer discount codes from time to time. All discount codes refer to the price excluding delivery charges. Such codes may only be applied to purchases made through the account in respect of which the discount code was offered and registered and are not transferrable or redeemable for cash. Unless otherwise stated: codes (1) are only available for future new orders placed online; (2) cannot be used retrospectively; (3) can only be redeemed once per customer; and (4) expire after 12 months. You cannot use more than one discount code per transaction unless we state otherwise; if we do so, the order in which the codes are to be applied is in our sole discretion. We reserve the right to reject any discount code if we consider that it is being used in breach of these terms. Discount codes are subject to any additional specific terms and conditions which are specified at the point of issue. We reserve the right to discontinue or otherwise modify any discount codes at any time without prior notice.
8.1 If you are providing your own artwork:
a) you promise that you have the legal right to use your artwork (including ownership of all intellectual property rights);
b) you agree to ensure that any text you supply us (including labelling) is accurate;
c) you agree to ensure that your artwork complies with any format requirements on our website or that we otherwise tell you about;
d) you agree to provide your artwork to us in the correct format within three months of your order and we are entitled to end this contract without refund if you do not do so; and
e) we are not responsible if there are any errors in the artwork you provide us.
8.2 If you use our design service:
a) you promise that you have the legal right to use any branding or other material that you supply to us in connection with our design service (including ownership of all intellectual property rights);
b) you agree to pay our design fees (if applicable) in advance;
c) you agree to provide your comments on our proposed artwork within three months of receipt and we are entitled to end this contract without refund if you do not do so or if you reject three versions of the artwork we provide;
d) we are not responsible if there are any errors within our artwork that you approve; and
e) we agree on request within three months of your approval of the artwork we create for you to assign to you ownership of intellectual property rights in that artwork subject to receiving payment in full both for our design service (if applicable) and for the relevant goods.
9.1 Delivery will be complete when we deliver to the address which you specify when ordering. We may deliver different parts of your order on different dates.
9.2 Delivery is only to the countries we specify on our website and is otherwise subject to any restrictions we have explained. Unless otherwise stated we do not deliver to the US or Canada. We reserve the right to cancel any order from a location to which we do not deliver (even if there is a binding contract). You agree to pay us any additional delivery costs we incur if we decide to deliver outside our normal delivery area.
9.3 Any agreed delivery dates are not of the essence of the contract. Timescales provided by us are estimates only. We have no liability for any losses arising from delay in delivery. You acknowledge that delivery may be delayed if you do not supply your artwork, or your comments on our artwork, reasonably promptly.
9.4 If you receive notification of an unsuccessful attempted delivery, it is your responsibility to use the details provided to immediately contact the courier to arrange re-delivery.
9.5 If the goods are undelivered arising from your failing to comply with this contract (e.g., providing an incorrect and/ or incomplete delivery address, not paying customs / import charges, not contacting the courier to arrange re-delivery after an unsuccessful delivery attempt) and are sent back to us, you are responsible to pay us (a) the amount of any additional fee charged to us by the courier for returning the goods to us; and (b) any re-stocking or similar fee which our warehouse company charges us for handling the returned goods. We are entitled to require that such costs be paid before we arrange any re-delivery of the goods to you and/ or to add such costs to the amount of any future order by you and/or to deduct such costs from any refund (to the extent legally allowed).
9.6 You undertake to inspect all goods immediately on receipt and within three business days you must give notice in writing in detail (including photos) of any damage or any ground on which you allege that the goods are not in accordance with this agreement. If you fail to give such notice, the goods shall be conclusively presumed to be in all respects in accordance with this agreement and free from any defect which would be apparent on reasonable examination of the goods and you shall be deemed to have accepted the goods accordingly.
10. Risk and title
10.1 Risk of damage or loss to the goods passes to you on delivery to you or to somebody identified by you to take possession of the goods or to your carrier.
10.2 You become owner of the goods after the later of delivery of the goods and payment of the price plus delivery charges (if applicable). Until that happens, you hold the goods on our behalf. Until ownership passes you must (a) ensure that the goods remain clearly identifiable as ours, (b) store the goods safely and securely and keep them separate from all other goods, (c) ensure that no charge or lien is created over the goods, and (d) return the goods to us on demand. We are entitled to sue you for the price or for other amounts due even though title has not passed to you.
11.1 You undertake to comply with all applicable laws and regulations in connection with the resale and promotion of the goods.
11.2 You are free to fix your resale prices according to the applicable laws and regulations in force from time to time. If we communicate any recommended retail prices, these are indicative only except insofar as legally allowed otherwise.
11.3 You undertake not to alter or modify the goods without our prior written consent unless specifically allowed by applicable law.
11.4 You undertake not without our prior written consent to make or give any promises, representations, warranties or guarantees on our behalf in relation to the goods.
12. Our warranty
12.1 We warrant (“the Warranty”) that, subject to the other provisions of this agreement, upon delivery, and for a period of 3, 6 or 12 months (depending on the applicable “Period After Opening”) thereafter, the goods will be free from material inherent defects.
12.2 We shall not be liable for a breach of any of the Warranty unless:
a) you have complied with your inspection/notice obligations on delivery set out above;
b) you have given us written notice of any other defect within 14 days of the time when you discover or ought to have discovered the defect; and
c) we are given a reasonable opportunity after receiving the notice of examining such goods and (if we ask you) you send the relevant goods at our expense to the location specified by us to enable the examination to take place.
12.3 The Warranty does not apply:
a) if you make any further use of such goods after giving such notice;
b) if the defect arises because you failed to follow the instructions or appropriate procedures as to the storage, installation, use or maintenance of the goods or from fair wear and tear or from deliberate damage, accidents or negligence;
c) if you have not paid by the due date the total price for the goods or have otherwise failed to comply with this agreement; or
d) you alter or repair such goods without our prior written consent.
12.4 Subject to the foregoing, if any of the goods do not conform with the Warranty, we shall at our option repair or replace such goods (or the defective part) or refund to you the price of the goods (or a proportionate part of the price) by way of a credit note provided that, if we so request, you return to us at your expense the goods or the part of such goods which are defective.
13.1 Nothing in this agreement in any way limits or excludes either party’s liability for negligence causing death or personal injury or for fraud or fraudulent misrepresentation or for any liability which may not legally be excluded or limited. In this section, any reference to us includes our employees and agents, who have the right to enforce this agreement.
13.2 To the fullest extent allowed by law, you and we exclude all terms, conditions, warranties and representations howsoever arising, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement.
13.3 Subject to the first paragraph in this section (“Nothing in this agreement…”), we shall under no circumstances whatever be liable under or in connection with this agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for any:
- loss of profit; loss of data; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings; or harm to reputation or loss of goodwill; or
- indirect, consequential or special losses.
13.4 Subject to the first paragraph in this section (“Nothing in this agreement…”), our entire liability in respect of all other losses arising under or in connection with this agreement whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, shall in no circumstances exceed the price paid for the relevant goods.
13.5 You agree to indemnify us against all claims and liabilities arising out of or in connection with your breach of this agreement (except insofar as we are at fault).
13.6 This agreement constitutes the entire agreement between us with respect to its subject matter and supersedes any previous communications or agreements between us. We both acknowledge that there have been no misrepresentations and that neither of us has relied on any pre-contractual statements.
14. Intellectual property rights (IP)
14.1 We and/or our suppliers own the IP in the goods we supply. Just to be clear – even if you ask us to modify any goods, for example by changing formulae or ingredients, we and/or our suppliers remain the owners of the related IP. To the extent that you acquire any IP rights in connection with such modifications, you hereby assign such IP to us or, if such assignment is invalid, you grant us an unlimited, worldwide, perpetual, royalty-free licence to use such IP.
15. Termination / suspension
15.1 Without prejudice to any other remedy that may be available to us, we are entitled on written notice to suspend all deliveries under any order by you and terminate this and any other order by you if:
a) you suffer, or threaten to suffer, any form of insolvency, receivership, administrative receivership, administration or cease, or threaten to cease, to carry on business;
b) any amount due to us is unpaid (including unjustifiable chargeback) or you otherwise breach this agreement,;
c) you or anyone on your behalf acts inappropriately towards our staff; or
d) acting reasonably, we think that it is necessary to protect you, us or others.
which is subject to change from time to time.
17.1 Any notice required by this agreement to be given by any party in writing may be given by hand or sent (by special delivery within the UK or by international signed for post outside the UK) to another party at its registered office or such other address as that party may notify to the other party for this purpose from time to time or by email subject to the email not having been returned.
17.2 We are not liable for failure to perform or delay in performing any obligation under this agreement if the failure or delay is caused by any circumstances beyond our reasonable control including third party telecommunication failures and epidemics / pandemics.
17.3 You may not assign or transfer any of your rights or obligations under agreement without our prior consent in writing except in connection with any merger, consolidation, sale or transfer of all or substantially all of your assets.
17.4 The failure of a party to exercise or enforce any right under this agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.
17.5 If any provision of this agreement is held to be unlawful, void or unenforceable in whole or in part, this agreement shall continue in force in relation to the unaffected provisions and the remainder of the provision in question, and the parties will renegotiate the offending provision in good faith to achieve the same objects.
17.6 Save insofar as provided otherwise in this agreement, no third party may enforce any clause in this agreement.
17.7 The relationship of the parties is that of independent contractors. Except as otherwise stated in this agreement, nothing in this agreement shall constitute the parties as partners, joint venturers or co-owners, or constitute any party as the agent, employee or representative of the other(s), or empower any party to act for, bind or otherwise create or assume any obligation on behalf of the other(s), and no party shall hold itself out as having authority to do the same.
17.8 This agreement shall be governed by the laws of England and Wales and each party hereby submits to the exclusive jurisdiction of the courts of England and Wales.
18. Information about us
18.1 Company name: Options Exhibitions and Displays Limited
18.2 Country of incorporation: England and Wales
18.3 Registered number: 04063930
18.4 Registered office: Calcutt Matthews, 19 North Street, Ashford, Kent, TN24 8LF, UK.
18.5 Contact address: 27 Brunel Rd, St. Leonards on Sea, E. Sussex, TN38 9RT, UK
18.6 Contact email address: email@example.com
18.7 Other contact information: See our website/contact page
18.8 VAT number: GB 644 5550 34