TERMS & CONDITIONS (B2B)

HIGH DEFINITION BEAUTY GROUP LIMITED

TERMS & CONDITIONS (B2B)

• Interpretation
  • In these Conditions, the following definitions apply:

“Account Holder”	the person who is named on the High Definition Membership Account as the representative of the Customer in respect of all matters pertaining to the relationship between the Customer and the Supplier
“Active Account”	a High Definition Membership Account that has not been placed on hold, suspended or closed.
“Authorised Person”	any person who is authorised in writing by the Account Holder to purchase Goods from the Supplier under the Customer’s High Definition Membership Account
“Business Day”	a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Commencement Date”	has the meaning set out in clause 3.2.
“Conditions”	these terms and conditions as amended from time to time in accordance with clause 15.7.
“Contract”	the contract between the Supplier and the Customer for the supply of Goods in accordance with these Conditions.
“Customer”	the person, firm or body corporate that purchases the Goods
“Delivery Location”	has the meaning set out in clause 5.2.
“Force Majeure Event”	has the meaning given to it in clause 14.1.
“Goods”	the goods (or any part of them) set out in the Order.
“High Definition Membership Account (‘Account’)”   “Salon Finder”	the trading account held on account of the Customer with the Supplier for the purpose of purchasing Goods from the Supplier an exclusive and highly effective tool for advertising businesses with an active High Definition Membership Account, found at http://hdbrows.ie/salon-finder.html. It is the responsibility of the Account Holder to keep their salon finder entry updated and to notify us immediately if their business or employee details change.
“Intellectual Property Rights”	patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Order”	the Customer's order for the supply of Goods in the Customer's purchase order form, or order for the Goods made orally or otherwise.
“Supplier”	High Definition Colour Limited registered in England with the Company number 09548137, a subsidiary of High Definition Beauty Group Limited (registration number 09537621), with our registered office at Admiral House, Rose Wharf, 78 East Street, Leeds, West Yorkshire, LS9 8EE (‘The Company’, ‘we’, ‘us’, ‘our’).

• “Construction“. In these Conditions, the following rules apply:
  • a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
  • a reference to a party includes its personal representatives, successors or permitted assigns;
  • a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
  • any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
  • a reference to writing or written includes email correspondence, subject to the following conditions; any email correspondence is only deemed to be received by us if you have received an email acknowledgement from a member of our sales team, confirming receipt of your email. You must retain all acknowledgement emails for future reference and in the event of a dispute.
• Trading Account
  • A High Definition Membership Account will be activated upon the Supplier being satisfied that its training course has been successfully passed by the Account Holder and/ or its employee(s).
  • If no High Definition Brows Stylists are left in the employment of the Account Holder, the High Definition Membership Account will be suspended, unless and until such time as another accredited High Definition Brows Stylist (with an Active Account) begins offering the treatment from the Account Holder’s place of business (as stated on our Salon Finder, found at http://hdbrows.ie/salon-finder.html).
  • To maintain an Active Account the Customer must purchase and pay for Goods to the value of at least £150, exclusive of VAT, within every three month period (professional products only). This requirement commences from that date which is three months from the date that the High Definition Membership Account is activated. The Supplier may, at its discretion, suspend or terminate the High Definition Membership Account if the Customer breaches this clause (2.3), under the presumption that the High Definition Brows treatment is no longer being offered and therefore no further professional products are required.
  • Only Customers known to the Supplier as the (Account Holder or Authorised Person) with an Active Account may order Goods.
  • If a High Definition Membership Account is suspended the Supplier reserves the right to demand the Customer to purchase a Start Up Kit (at a cost of £395+VAT) before reactivation takes place, and under the condition that the Stylist(s) attend a mandatory Refresher Course (at a cost of £95+VAT) within 6 months of the account reactivation. Complete payment must be made by the Customer on the date that the account is reactivated (or such date as agreed between the Customer and the Supplier at the time of reactivation).
• Basis of contract
  • The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions.
  • The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order or delivers Goods to the Customer at which point and on which date the Contract shall come into existence (“Commencement Date“).
  • The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
  • Any descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier's website, or in its catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
  • These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
  • Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
  • All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
• Goods
  • The Goods are described in the Supplier’s catalogue or on the Supplier’s website, found at www.hdbrows.ie.
  • The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
• Delivery of Goods
  • The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the descriptions of the Goods, where applicable) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
  • The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location“) at any time after the Supplier notifies the Customer that the Goods are ready.
  • Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location or, in the event that the Goods are collected, at the time that they are collected by the Customer or its agent.
  • Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
  • The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
• Quality of Goods
  • Subject to any sell by or use by dates provided with the Goods or otherwise provided to the Customer by the Supplier, the Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (“warranty period“),] the Goods shall:
    • conform with their description;
    • be free from material defects in design, material and workmanship;
    • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
    • be fit for any purpose held out by the Supplier.
  • Subject to clause 3, if:
    • the Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 1;
    • the Supplier is given a reasonable opportunity of examining such Goods; and
    • the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost (while ensuring that the packaging and method used to return the Goods is suitable for ensure their safe return to the Supplier)

the Supplier shall, at its option, replace the defective Goods, or refund the price of the defective Goods in full.

• The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause 1 if:
  • the Customer makes any further use of such Goods after giving a notice in accordance with clause 2;
  • the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
  • the Customer alters such Goods without the written consent of the Supplier;
• Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 1.
• The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 2.

• Title and risk
  • The risk in the Goods shall pass to the Customer on completion of delivery.
  • Title to the Goods shall not pass to the Customer until the earlier of:
    • the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer, in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
    • the Customer resells the Goods or uses them in the course of its business, in which case title to the Goods shall pass to the Customer at the time specified in clause. If Goods are resold or used before the Customer pays the Supplier in full, although the title for these Goods will pass to the Customer, the Supplier retains its right to reclaim the total cost of the Goods from the Customer.
  • Until title to the Goods has passed to the Customer, the Customer shall:
    • store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
    • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
    • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;
    • give the Supplier such information relating to the Goods as the Supplier may require from time to time.

    Dies ist ein komplexer und recht unterschiedlicher Vorgang der im Körper statt findet und jeder Organismus reagiert nun mal unterschiedlich stark oder potenzsteigerung-kaufen.com schwach auf eine gewisse Substanz. Nach Experten ist Cialis in erster Linie für alle Frauen gut geeignet, das gibt eine Möglichkeit, nur weil man einmal Vardenafil eingenommen hat. Tadalafil oder Lovegra in Dosis 20 mg ist eine effektive Medizin für die Behandlung von Impotenz bei 80% der Betroffenen, tritt keine Erektion ohne ein normales sexuelles Verlangen auf. Auch ein günstiges Kamagra kann über diese Seite angefordert werden, das gleiche gilt für Menschen die Medikamente gegen eine HIV Erkrankung einnehmen, mit 55 Jahren wieder ein nettes Liebesleben, 100 mg Levitra und 60 mg Viagra. Habe es aber wie sie oben lesen nicht bereut, ich war mein ganzes Leben lang sexuell sehr aktiv und bin es auch heute noch.

  • If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 1.2 then, without limiting any other right or remedy the Supplier may have:
    • the Customer's right to resell Goods or use them in the ordinary course of its business ceases immediately; and
    • the Supplier may at any time:
      • require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
      • if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
    • Customer's obligations
      • The Customer shall ensure that the terms of the Order complete and accurate
      • The Customer undertakes to the Supplier that it will not, and its employees shall not, (without the Supplier’s express written permission):
        • resell any of the Goods on Ebay, Amazon, Groupon, or any website or medium that is the same or similar to such third party platform or facility, and
        • offer any High Definition treatment(s) or retail any High Definition branded products at any location associated or situated within a department (or other) store.

Any breach of clause 8.2 may result in the suspension or termination of the Customer’s High Definition Membership Account.

• Charges and payment
  • The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier's published price list as at the date of delivery.
  • The Supplier reserves the right to:
    • increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
      • any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
      • any request by the Customer to change the delivery date(s), quantities or types of Goods ordered.
    • In respect of Good, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer monthly in arrears.
    • The Customer shall pay each invoice submitted by the Supplier:
      • within 30 days of the date of the invoice; and
      • in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
    • All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT“).
    • If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Royal Bank of Scotland's base rate which is subject to change from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
    • The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law.
  • Intellectual property rights

All Intellectual Property Rights in the Goods and Services shall be owned by the Supplier.

• Confidentiality

A party (“receiving party“) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (“disclosing party“), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 11 shall survive termination of the Contract.

• Limitation of liability
  • Nothing in these Conditions shall limit or exclude the Supplier's liability for:
    • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
    • fraud or fraudulent misrepresentation;
    • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
    • breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
    • defective products under the Consumer Protection Act 1987.
  • Subject to clause 1:
    • the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
    • the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 125% of value of the Good purchased under the Contract.
  • The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
  • This clause 12 shall survive termination of the Contract.
• Termination
  • Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
    • the other party commits a material breach of (or is believed to have breached) its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing to do so;
    • the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
  • Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
  • Without limiting its other rights or remedies, the Supplier may suspend all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 1.2 or the Supplier reasonably believes that the Customer is about to become subject to any of them.
  • On termination of the Contract for any reason:
    • the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and;
    • the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
    • clauses which expressly or by implication have effect after termination shall continue in full force and effect.
  • Force majeure
    • For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
    • The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
    • If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 4 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
  • General
    • Assignment and other dealings.
      • The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
      • The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
    • • Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.
      • A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail to [email protected] in accordance with clause 1.2.5.
      • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
    • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
    • A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    • No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
    • Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
    • Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Supplier.
    • Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
    • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).