1.1 "Company" means Adelphi Corporation Limited (t/a Salonserve) of Waterside House, Nene Business, Station road, Irthligborough, Northants. NN9 5QF or any subsidiary or associated company. (Registered in England & Wales No. 3003903.)
1.2 "Customer" means the party identified as the Customer in this Agreement to whom The Company may agree to supply Products in accordance with these terms and conditions.
1.3 "Products" means goods or services (which may include training, consultancy or project Management) including but not limited to beauty products and related items an services provided by the Company to the Customer in accordance with these terms and conditions.
2. ORDER ACCEPTANCE
2.1 All orders placed with the Company by the Customer for Products shall constitute an offer to the Company, under these terms and conditions, subject to availability of the products and to acceptance of the order by The Company's authorised representative.
2.2 All orders are accepted and Products supplied subject to these express terms and conditions only. No amendment to these terms and conditions will be valid unless confirmed in writing on or after the date hereof by The Company's authorised representative.
2.3 It is agreed that these terms and conditions prevail over the Customer's terms and conditions of purchase unless these latter terms and conditions are amended by the Company in writing and signed by the Company.
2.4 The Company's catalogues, brochures, leaflets or other correspondence including but not limited to particulars published on the Company's Worldwide Web Site(s) are not binding and reasonable variations may be made to the Services without notice, and the Services and/or the Goods so varied shall be accepted as complying with the Contract.
3. INDEPENDENT CONTRACTOR
3.1 The relationship between the Company and Customer is that of Independent Contractor. Neither party is the agent of each other, and neither party has any authority to make any contractor make any obligation expressly or impliedly in the name of the other party, without that party's prior written consent for express purposes connected with the performance of this Agreement.
4.1 Any time quoted for despatch is to be treated as an estimate only, but despatch may be postponed because of conditions beyond The Company's reasonable control, and in no event shall the Company be liable for any damages or penalty for delay in despatch or delivery.
4.2 Risk shall pass to the Customer at the time the Products are despatched by the Company.
4.3 If Products have not been received, the Customer must notify The Company within 3 days of the date of the invoice. If proof of delivery is required, this must be requested within 6 days of the date of the invoice.
5. CANCELLATIONS AND RESCHEDULING
5.1 Subject to clause 8.2, any request by the Customer for cancellation of any order or for the rescheduling of any deliveries will only be considered by the Company if made at least 12 hours before despatch of the Products, and shall be subject to acceptance by the Company at the Company's sole discretion, and subject to a reasonable administration charge therefore by The Company. The Customer hereby agrees to indemnify The Company against all loss, costs (including the cost of labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and its cancellation or rescheduling.
5.2 Where cancellation or scheduling relates to training section 15.5 applies.
6.1 Catalogues, price lists and other advertising literature, particulars published on the Company's Worldwide Web Site(s) or material as used by The Company are intended only as an indication as to the price and range of goods offered and no prices, descriptions or other particulars contained therein shall be binding on The Company.
6.2 All prices are given by the Company at the time of the order on an ex-works basis and the Customer is liable to pay for transport, packing and insurance.
6.3 All quoted or listed prices are based on the cost to the Company of supplying the Products to the Customer. If before delivery of the Products there occurs any increase in any way of such costs in respect of Products, which have not yet been delivered, the price payable may be subject to amendment without notice at The Company's discretion.
6.4 All prices are exclusive of Value Added Tax and any similar taxes. All such taxes are payable by the Customer and will be supplied in accordance with UK legislation in force at the tax point date.
7. PAYMENT TERMS
7.1 Invoices will be raised and dated by The Company on the date of despatch of the Products. Unless otherwise specifically requested and agreed, invoices will be payable on the date of invoice.
7.2 Subject to the Customer having a credit account with the Company, invoices will be payable by the customer 30 days from the date of invoice. Payments which are not received when payable will be considered overdue and remain payable by the Customer together with interest for late payment from the date payable at the rate of 4% per annum above the base rate for the time being of the Lloyds TSB plc. Such interest shall accrue on a daily basis and be payable on demand after as well as before judgment. Where the Customer does not hold credit account with the Company, cleared funds will be required prior to despatch.
7.3 When all prices, taxes and charges due in respect of the Products and any Products supplied previously to the Customer have been paid in full, title to hardware Products only shall pass to the Customer.
7.4 Notwithstanding despatch and the passing of risk in the Products to the Customer pursuant to Clause 4, or any other provision of these conditions, the property of the hardware Products shall not pass to the Customer until The Company has received cash or cleared funds payment of the price of the Products and all of the Products agreed to be sold by The Company to the Customer for which payment is then due.
7.5 Until such time as the property in the Products passes to the Customer, the Customer shall hold the Products as The Company's fiduciary agent and bailey, and shall keep the Products properly stored, protected and insured and identified as The Company's property. Until that time the Customer shall be entitled to resell or use the products in the ordinary course of its business, but shall account to the Company for the proceeds of sale or otherwise of the Products, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or properties of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
7.6 Until such time as the property in the Products passes to the Customer (and provided the Products are still in existence and not been resold), The Company shall be entitled at any time to require the Products be delivered to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Products are stored and repossess the Products.
7.7 The Customer's power of sale or right to use such Products shall immediately cease if an Administrative receiver is appointed over all or any part of its assets or if it adjudicated bankrupt or enters liquidation whether compulsory or voluntary, or if the Customer makes an arrangement with its creditors, or generally becomes unable to pay its debts within the meaning of the Insolvency Act 1986.
7.8 On termination of the Company's power of sale or right to use the Products the Customer will immediately hold the Products to the order of The Company.
7.9 The Customer shall not be entitled to pledge or in anyway charge by way of security for any indebtness any of the Products which remain the property of The Company, but if the Customer does so, all monies owing by the Customer to The Company shall (without prejudice to any other right or remedy of the seller) forthwith become due and payable.
7.10 The Company reserves the right to cease supplies of Products to the Customer at any time. On such cessation of supplies, the Company reserves the right to withdraw any credit facility such that the whole of the Customer's account becomes due for payment forthwith.
7.11 where the Services in question relates to the provision of training Services payment shall be made in full no later than 7 working days prior to the commencement of the training.
8. SPECIFICATION OF PRODUCTS
8.1 The Company will not be liable in respect of any loss or damage caused by or resulting from any variation for whatsoever reason in the manufacturer's specifications or technical data and will not be responsible for any loss or damage resulting from curtailment or cessation of supply following such variation. The Company will use its reasonable endeavours to advise the Customer of any such impending variation as soon as it receives any such notice thereof from the manufacturer.
8.2 Unless otherwise agreed, the Products are supplied in accordance with the manufacturer's standard specifications as these may be improved, substituted or modified. The Company reserves the right to increase its quoted or listed price, or to charge accordingly in respect of any orders accepted for Products of non-standard specifications and in no circumstances will it consider cancellation of such orders or the return of such orders.
9.1 The Company reserves the right to levy an administration charge (25% of product price) in respect of the rotation of Products and returns.
9.2 Returns must be made subject to the following:
(a) prior authority having been obtained from the Company which will be given at The Company's sole discretion; (b) within 15 days of the date of delivery; (c) subject to stock rotation policy; (d) the Products must be properly packed in its original packaging; (e) the Products must be in an unused/unassembled Pristine condition; (f) the Products must be accompanied by a list; (g) the Product is still covered by warranty (see section 10).
9.3 The Company reserves the right to reject any Products, which do not comply with the conditions, set out in clause 10.2.
9.4 If The Company nevertheless agrees to accept any Products returned which are not in a pristine condition, The Company reserves the right to charge the cost to the Customer of bringing the Products into a pristine condition.
9.5 If the order was considered special order, then the Company reserves the right to refuse the return of goods or to levy an additional administration fee.
10.1 The Company warrants that it has good title to or licence to supply all Products to the Customer.
10.2 If any part of the Products should prove defective in materials or workmanship under normal operation or service, such Products will be repaired or replaced only in accordance with any warranty cover or terms as provided by the manufacturer of the Products PROVIDED THAT no unauthorised modifications to the Product or to the system of which the Product forms part have taken place. The Company is not responsible for the cost of labour or other expenses incurred in repairing defective or non-conforming parts.
10.3 If the Products are rejected by the Customer as not being in accordance with the Customer's order pursuant to clause 10.2. The Company will only accept the return of such Products provided that it receives written notification thereof giving detailed reasons for rejection. The Company will not consider any claim for compensation, indemnity or refund under liability, if any, has been established or agreed with the manufacturer and where applicable the insurance company. Under no circumstances shall the invoiced Products be deducted or set off by the Customer until The Company has passed a corresponding credit note.
10.4 Except as specifically set out in this clause 10, the company disclaims and excludes all other warranties, whether express or implied, by statute or otherwise, including but not limited to the warranties of description, design, satisfactory quality and fitness for a particular purpose, or arising from any previous course of dealing, usage or trade practice.
12. TERMINATION FOR CLAUSE
This agreement may be terminated forthwith by notice in writing:
12.1 By The Company if the Customer fails to pay any sums due hereunder by the due date notwithstanding the provisions for late payment as in clause 7.1.
12.2 If either party fails to perform any of its obligations under this Agreement and such failure continues for a period of 14 days after written notice thereof, by the other party.
12.3 If either party is involved in any legal proceedings concerning its solvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters liquidation, whether compulsory or voluntary, other than for the purposes of an amalgamation or a reconstruction, or makes an arrangement with creditors or petitions for an administration order or has a Receiver or Manager appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, then without prejudice to any other rights or remedies available to it, the other party shall have the right to terminate this Agreement forthwith.
12.4 Any termination of this Agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law, and shall not affect any accrued rights or liabilities of either party.
13. EXPORT AND/OR RE-EXPORT LIMITATION
Having regard to the current statutory or other United Kingdom government regulations in force from time to time and, in the case of Products manufactured in the United States of America, to the current export rules and regulations of the United States Department of Commerce in force from time to time and regardless of any disclosure made by the Customer to The Company of an ultimate destination for any Products, the Customer will not export or re-export any Products without first obtaining all such written consents or authorisations as may be required by any applicable government regulations.
14.1 Where the Services in question relate to the provision of training, the Company reserves the right to provide such Services at a venue or venues other than the Company's Premises and to provide training personnel of its own choice.
14.2 The Company reserves the right to cancel, curtail or re-schedule training courses or events without notice to the Customer and without liability for financial penalty or compensation to the Customer other than an amount limited to a refund of 100% of any fees already paid by the Customer in advance of the related course or event, or cancellation of the invoice, where credit arrangements have been established with the Company for the Customer to pay post event.
14.3 The Company reserves the right to refuse or curtail any training Services if a delegate or substitute delegate attending on behalf of the Customer fails to satisfy those requirements, or pre-requisites for such course notified by the Company to the Customer prior to the commencement of such course.
14.4 Intellectual Property Rights
14.4.1 The Customer shall indemnify the Company against all costs claims and damages incurred or threatened arising out of any alleged infringements of patents, trademarks, registered designs, design right or copyright occasioned by the provision of the requirements of the Customer and/or by the manufacture or sale of Goods made to the specification or special requirements of the Customer.
14.4.2 All written information, drawings, diagrams, videos, software copies of same and audio tapes prepared by the Company in relation to the provision of the Services and the copyright therein shall remain the property of the Company and shall be returned by the Customer on demand. All such information shall be treated as confidential and shall not be copied or reproduced or disclosed to any third party without the prior written consent of the Company.
14.4.3 The Customer shall ensure that its employees and all those under the Customer's control and supervision shall comply with the obligations of confidentiality contained at clause 15.4.2.
14.5 Where the Contract relates to the provision of training Services:
14.5.1 The Customer agrees to pay the Company a sum equal to the following percentages of the sums due in respect of a course invoice due to the Company, if a delegate fails to attend, cancels or withdraws from a course at which such training Services are to be provided, according to the following where the days are the days from the start of the course and the percentile that proportion of the training fee.
Cancellation of Course:- 20-30 days = 50%, 11-20 days = 75%, Less than 10 days = 100%. Re-Scheduling of Course:- 20-30 days = 25%, 11-20 days = 50%, Less than 10 days = 100%.
14.5.2 If a delegate withdraws from a course once that course has commenced or does not attend the first day of the course, then the Customer shall pay the full value of the Course Invoice to the Company and at the Company's discretion may not rejoin the course.
14.5.3 The Customer may substitute delegates at any time upon notification in writing to the Company subject to any new delegate complying with the requirements for the course as notified by the Company to the Customer.
14.5.4 Where a Customer wishes to change the date of attendance, re-schedule attendance a particular course the Company will issue a Supplementary Fee Invoice, which will be an additional charge based on a percentage of the original invoice or another sum based upon the detail at 14.5.1.
14.5.5 Unused corporate training vouchers have no redeemable cash value.
14.6 Payment of Courses. All course fees may be paid by Visa, MasterCard, Delta, Switch, cheque or cash and must be paid in at the time of booking. For corporate account customers invoices must be paid in full before any training can commence.
14.7 Complaints Procedure. All complaints should be addressed to Customer Services and sent to our head office by recorded delivery. Complaints should be made within seven days of the occurrence of the event that initiated the complaint. We will acknowledge precept of the complaint within three working days. We will then endeavour to reply in full within 14 days of receiving the complaint.
15.1 The headings in this Agreement are for ease of reference only and shall not affect its interpretation or construction.
15.2 No forbearance, delay, indulgence by either party in enforcing its respective rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or any later breach.
15.3 The Customer agrees not to assign any of its rights herein without the prior written consent of the Company.
15.4 In the event of any of these terms and conditions or any part of them being judged illegal or unenforceable for any reason, the continuation in full force and effect of the remainder of them shall not be prejudiced.
15.5 Neither party shall be liable to the other for any delay in failure to perform its obligations hereunder (other than a payment of money) where such delay or failure results from force majeur, act of God, fire, explosion, accident, industrial dispute or any cause beyond its reasonable control.
15.6 Any documents or notices given hereunder by either party to the other must be in writing and may be delivered personally or by recorded delivery or registered post and in the case of post will be deemed to have been given 2 working days after the date of posting. Documents or notices shall be delivered or sent to the addresses of the parties on the first page of this Agreement or to any other address notified in the normal course of trading in writing by either party to the other for the purpose of receiving documents or notices after the date of this Agreement.
15.7 These terms and conditions shall be construed in accordance with English Law.
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