NEOSTRATA OIL CONTROL GEL 30ML

John Bannon  

Aesthetics Limited – Terms and Conditions of Sale 

1. DEFINITIONS 

In these Conditions : 

BUYER- means the person who buys or  agrees to buy the Goods from the Seller; CONDITIONS- means the terms and  conditions of sale set out in this document  and any special terms and conditions  agreed in writing by the Seller; 

CONTRACT- means a contract between  the Seller and the Buyer for the sale  and purchase of Goods in accordance  with these Conditions; 

DELIVERY DATE- means the date  specified by the Seller when the Goods  are to be delivered, or the date on which  delivery takes place, whichever is later; DELIVERY DESTINATION- means the  location specified in a Contract for the  delivery of the Goods ordered by the  Buyer under that Contract; 

GOODS- means the articles which the  Buyer agrees to purchase from the Seller; 

SELLER- means John Bannon Aesthetics Ltd of 5 The Pavilions, Amber Close,  Tamworth, Staffordshire, B77 4RP. 

2. CONDITIONS APPLICABLE 

2.1 These Conditions shall apply to all  Contracts to the exclusion of all other  terms and conditions including any terms  or conditions which the Buyer may purport  to apply under any purchase order,  confirmation of order, or similar document. 

2.2 All orders for Goods shall be deemed  to be an offer by the Buyer to purchase Goods pursuant to these  Conditions. 

2.3 Acceptance of delivery of the Goods  shall be deemed conclusive evidence of  the Buyer’s acceptance of these  Conditions. 

2.4 Any variation to these Conditions  (including any special terms and  conditions agreed between the parties)  shall be inapplicable unless expressly  agreed in writing by the Seller. The Buyer  acknowledges that it has not relied on any  statement, promise or representation  made or given by or on behalf of the Seller  which is not set out in the Contract. 

2.5 Quotations issued by the Seller do not  constitute an offer by the Seller to  supply the Goods referred to therein. 

3. PRICE 

3.1 While every effort is made to ensure  prices and offers are accurate and up-to date on our websites, brochures and price  lists, the Company reserves the right to  alter prices and offers without notice and  to decline the supply of goods at the  stated offer price or offer quantities, if the  Company declares a price or offer to be  an error either on our website, brochures  or price lists. 

3.2 The Company reserves the right to  limit quantities of any product or offer per  customer 

3.3 In such cases where the Goods are  sold by reference to the Seller’s published price list, the price payable for  the Goods shall be the price stipulated in  the Seller’s published price list current at  the date of the Contract, or the date on which the Goods were ordered by the  Buyer (as applicable). Otherwise, the price  payable for the Goods shall be the price agreed upon by the Seller and the Buyer. 

3.4 The Seller reserves the right to  increase from time to time the current  price list without giving written notification  to the Buyer due to the volatile nature of  the raw materials used and specific  market conditions. 

3.5 The price is exclusive of VAT (or any  similar tax) or any tax or duty relating  to manufacture, transport, export, import,  sale or delivery of the goods which shall  be due at the rate ruling on the date of the  Seller’s invoice. 

4. DELIVERY 

4.1 Delivery shall take place by such  method as the Seller may in its absolute discretion decide, to the location  specified by the Buyer (the “Delivery  Destination”), on or as close to the  Delivery Date as is reasonably practicable  in all the circumstances. For the  avoidance of doubt, the Delivery Date is  approximate only, unless otherwise expressly agreed in writing by  the Seller, time is not of the essence for  delivery. 

4.2 Costs of packaging and delivery shall  be included in the price of the Goods, unless otherwise stated in the  Sale Invoice. 

4.3 No delay in the delivery of the Goods  shall affect the price of the Goods  or entitle the Buyer to reject any delivery  or any further instalment or part of the  order or any other order from the Buyer or  to repudiate the Contract or the order. 

4.4 The Buyer’s attention is drawn to the  provisions in Condition 9.1.3. 

4.5 If, for any reason, the Buyer fails to  accept delivery of any of the Goods when  they are ready for delivery, or the Seller is  unable to deliver the Goods on time  because the Buyer has not provided  appropriate instructions, documents,  licences or authorisations, the Seller may store the  Goods until delivery, whereupon the  Buyer shall be liable for all related costs  and expenses (including, without  limitation, storage and insurance). This  provision is without prejudice to any of the  Seller’s rights in relation to a failure by the  Buyer to take delivery of the Goods or pay  for them in accordance with the terms of  the Contract. 

4.6 Subject to the other provisions of  these Conditions the Seller shall not be  liable for any direct, indirect or consequential loss (all three of which  terms include, without limitation, pure  economic loss, loss of profits, loss of  business, depletion of goodwill and similar loss), costs damages, charges  or expenses caused directly or indirectly  by a delay in the delivery of the Goods  (even if caused by the Seller’s negligence), nor shall any delay entitle the  Buyer to terminate or rescind the Contract  unless such delay exceeds sixty (60)  days. 

5. PAYMENT 

5.1 Unless the Contract provides  otherwise, subject to 5.3, payment of the  price, VAT and any other tax, duty,  insurance, storage or delivery charges  shall be due within thirty (30) days of the  end of the month of invoice. 

5.2 In the event that payment is to be made by a letter of credit then it shall be  an express condition of the Contract that  the letter of credit is irrevocable and is  drawn on or confirmed by a bank in the  UK and paid over the counter in the UK and all the documentation is presented to  the Seller when requested by the Seller or  otherwise in accordance with the terms of  the Contract. 

5.3 All payments payable to the Seller  under the Contract shall become  due immediately on its termination despite  any other provision. 

5.4 Time for payment shall be of the  essence. 

5.5 The Buyer may not withhold payment  of any invoice or other amount due to  the Seller by reason of any right of set-off  or counterclaim which the Buyer may have  or allege to have or for any reason  whatsoever. 

6. LATE PAYMENT 

6.1 In the event that the Buyer fails to  make payment of any invoice within its  due date for payment then the Seller shall  be entitled to (without limitation): 

6.1.1 Charge interest on such invoice from  the date of the invoice until the date  of payment of the invoice at a rate of 8%  above the base rate from time to time in  force at the Bank of England and such  interest shall accrue at such rate after as  well as before judgment; 

6.1.2 Charge additional interest in  accordance with the provisions of the Late  Payment in Commercial Transactions  Regulations 2002 at such rates and for  such times as may be permitted under  these regulations; 

6.1.3 Suspend or cancel deliveries of any  Goods due to the Buyer; 

6.1.4 Appropriate any payment made by  the Buyer to such of the Goods (or any  other Goods supplied under any other  Contract with the Buyer) as the Seller may  in its sole discretion think fit; 

6.2 For the avoidance of doubt, the rights  and remedies of the Seller set forth  hereto are cumulative, not exclusive, and  the exercise of one thereof shall not  deprive the Seller of the right to exercise  others. 

6.3 The Seller shall be entitled to exercise  the remedies in Condition 4 above notwithstanding that risk and / or  title to the Goods may not have passed to  the Buyer. 

7. RISK AND TITLE 

7.1 Risk in the Goods shall pass to the  Buyer: 

7.1.1 Risk of loss shall pass to Buyer  according to delivery terms specified in  the Sale Invoice (Incoterms 2010); or 7.1.2 If the Goods are kept at the Seller’s  premises under the provisions of  Condition 4.5, or otherwise to the Seller’s  order, upon collection of the Goods by the  Buyer, or upon the expiry of seven (7)  days from the Seller’s written notice to the  Buyer that the Goods are ready for  delivery, whichever is the earlier. 

7.2 The Seller accepts no responsibility for  any loss, damage or shortage which  may occur to the Goods in transit after risk  has passed to the Buyer, and in the event  that the Buyer has a claim arising in  respect of any such loss, damage or  shortage, then such claim should be  notified to both the Seller and the carrier  as soon as is reasonably practicable. The  Buyer undertakes in such circumstances  to comply in full with the carrier’s standard  conditions for claims for damage, shortage  or loss in transit, and agrees to indemnify  the Seller against any loss resulting from a  failure to so comply. 

7.3 Notwithstanding that delivery may  have taken place and / or risk in the Goods may have passed to the Buyer, title  to the Goods shall not pass to the Buyer  until such time as the Seller has received  in cash or other cleared funds full payment  of the price of the Goods and all other  goods agreed to be sold by the Seller to  the Buyer for which payment is then due. 

7.4 Until such time as title in the Goods  passes to the Buyer: 

7.4.1 The Buyer shall hold the Goods as  the fiduciary agent and bailee of the  Seller, and shall keep the Goods separate  from those of the Buyer and third parties,  and shall keep the Goods properly stored,  protected and insured against all normal  risks, to the reasonable satisfaction of the  Seller and identified as the Seller’s  property and shall not destroy, deface or  obscure any identifying mark or packaging  on or related to the Goods; 

7.4.2 the Buyer shall be entitled to use, re sell or distribute the Goods in the  ordinary course of its business (save that  such entitlement may be terminated  forthwith by notice from the Seller to the  Buyer, and shall automatically terminate  without notice in the event that a receiver  or examiner is appointed over any of the  assets or the undertaking of the Buyer, or  a winding up order is made against the  Buyer, or the Buyer goes into voluntary  liquidation (other than for the purpose of a  solvent reconstruction or amalgamation)  or calls a meeting or makes any  arrangement or composition with its  creditors or any act analogous to the  foregoing in any jurisdiction, and in the  event of a liquidator or receiver being  appointed then they shall pay into a  separate bank account any sums received  from third parties in respect of the sales to  them of Goods by the Buyer up to the  amount of any indebtedness of the Buyer  to the Seller for the sole benefit of the  Seller); and 

7.4.3 provided that the Goods are still in  existence and have not been sold by the  Buyer in accordance with Condition 7.4.2  hereto, the Seller shall be entitled at any  

time to require the Buyer to deliver up the  Goods to the Seller, and if the Buyer fails  to do so forthwith to enter upon any  premises of the Buyer or any third party  where the Goods are stored and  repossess the Goods. 

7.5 Any Goods repossessed by the Seller  may be resold on such terms as the  Seller may in its absolute discretion  determine and the Buyer shall remain  liable to the Seller for the difference  between the net proceeds of such resale  and all outstanding sums due to the Seller  in respect of the Goods and for all costs  and expenses incurred by the Seller in  repossessing, storing, insuring and re selling the same. 

7.6 The Buyer shall not pledge in any way,  charge by way of security for  any indebtedness any of the Goods which  remain the property of the Seller.  Without prejudice to the other rights of the  Seller, in the event that the Buyer purports  to do so then all sums whatever owing to  the Seller by the Buyer shall immediately  become due and payable. 

7.7 The provisions of these Conditions  relating to payment for the Goods shall  apply equally (and without limitation) to  payment for fees or charges incurred by the Seller in undertaking any extra work,  requirement, modification, test or  inspection. 

7.8 Upon termination of the Contract, howsoever caused, the Seller’s (but not  the Buyer’s) rights contained in this  Condition 7 shall remain in effect. 7.9 Except where, prior to shipment, Seller  agrees in writing to accept return of  the Goods sold hereunder, Seller reserves  the right to decline at its sole discretion requests from Buyer to return  quantities of the Goods ordered but not  utilized by Buyer for any reason. No  returns may be made without Seller’s  written approval. For approval and  issuance of Goods return instructions,  Buyer should contact Seller. Buyer shall  pay all return shipping charges to the  location designated by Seller. Buyer may  not set off from payments due to Seller  any amounts for returns or expected  returns except with Seller’s written permission. Seller shall not be obligated to  issue any payments or credits for returned  amounts where Buyer is in default of any  of its payment obligations. Restocking  fees may be charged at Seller’s discretion. 

8. WARRANTY 

8.1 Subject to the provisions of Condition  9 below, the Seller warrants that the  Goods will correspond with their  specification at the time of delivery. 

9. LIMITATION OF LIABILITY 

9.1 Without prejudice to the generality of  Condition 8 above, the Seller shall be  under no liability to the Buyer: 

9.1.1 In respect of any defect arising from  wear and tear, wilful damage, negligence, abnormal working conditions,  a failure to follow the Seller’s instructions  (whether oral or in writing), misuse or  alteration or repair of the Goods without  the Seller’s approval; 

9.1.2 whatsoever in the event that the full  price (including, without limitation,  those matters set out in Condition 7) for  the Goods has not been paid by the due  date for payment; 

9.1.3 or otherwise be deemed to be in  breach of the Contract by reason of any  delay in performing, or any failure to  perform any of the Seller’s obligations in  relation to the Goods if the delay or failure  was due to any cause beyond the Seller’s  reasonable control. Without prejudice to  the generality of the foregoing, the  following shall be regarded as causes  beyond the Seller’s reasonable control: 

(a) Act of God, explosion, flood, tempest,  fire or accident; 

(b) war or threat or war, sabotage,  insurrection, civil disturbance or requisition; 

(c) acts, restrictions, regulations, by-laws,  prohibitions or measures of any kind on  the part of any governmental, parliamentary or local authority; 

(d) import or export regulations or  embargoes; 

(e) strikes, lock-outs or other industrial  actions or trade disputes (whether involving employees of the Seller  or of a third party); 

(f) difficulties in obtaining raw materials,  labour, fuel, parts or machinery; 

(g) power failure or breakdowns in  machinery. 

9.2 Where any valid claim in respect of  any of the Goods is based on any defect  in the quality or condition of the Goods or  their failure to meet their specification  is notified to the Seller in accordance with  these Conditions then the Seller shall  be entitled to fix or replace the Goods (or  the part in question) free or charge, or at  the Seller’s sole discretion refund to the  Buyer the price of the Goods (or a  proportionate part thereto), but upon the  Seller undertaking either of the steps in  this Condition 9.2 the Seller shall have no  further liability to the Buyer. In any event,  and notwithstanding anything else to the  contrary, Buyer shall not be entitled to  any additional amounts or any other  reimbursement, except as explicitly set  forth in the preceding sentence of this Condition 

9.2. For the removal of doubt,  Buyer shall not be entitled to any  reimbursement due to defect in the quality  or condition of the Goods or their failure to  meet their specification, unless Seller was  notified of such defect and decided, at its  sole discretion, not to replace the Goods  (or any applicable component thereof)  with conforming Goods or components.  Notwithstanding anything else to  the contrary in these Conditions, Seller  shall not be under any obligation to fix or  replace the Goods, or refund the price of such Goods, unless 

(i) it was notified of  the defect in the quality or condition of the  Goods or their failure to meet their  specification, and 

(ii) it had the opportunity to inspect the  Goods within a reasonable time after it  was notified of the defect/non-conformity  of the Goods. Except in respect of death  or personal injury caused by the Seller’s  gross negligence, the Seller shall not be  liable to the Buyer by reason of any  representation (unless fraudulent), or any  implied warranty, condition or other term,  or any duty at common law, or under the  express terms of the Contract, for loss of  profit or for any indirect, special or  consequential loss or damage, costs,  expenses or other claims for compensation whatsoever (whether caused by the negligence of the  Seller, its employees or agents or  otherwise) which arise out of or in  connection with the supply of the Goods. 

9.3 Any claim (including any relating to the  quality of the Goods) by Buyer arising  out of this Contract shall be provided to  Seller by written notice setting forth fully  the facts on which it is based immediately  after the date when the facts were  discovered or reasonably should have  been discovered, but in any event no later  than 90 days after the date the Goods  were delivered by Seller. Buyer unconditionally waives any and all claims  that are not made during the requisite  period required by this Contract and Seller  shall not be obliged to accept any such claims made after such period. 

10. INTELLECTUAL PROPERTY  RIGHTS 

10.1 As between the Buyer and the Seller,  all intellectual property rights and all other rights in the Goods and the Seller’s  website shall be owned by the Seller, the  Seller’s agents, subcontractors, consultants and employees as appropriate. 

10.2 The Buyer shall indemnify the Seller  on a full indemnity basis against any and  all actions, costs (including, without  limitation, the costs of defending any  legal proceedings), claims, proceedings,  accounts and damages in respect of  any infringement of any patent, registered  design, copyright, trademark or other  industrial or intellectual property rights  resulting from compliance by the Seller  with the Buyer’s specific instructions  relating to the use of the Buyer’s  intellectual property rights.

11. DATA PROTECTION 

11.1 The Buyer acknowledges and agrees  that details of the Buyer’s name, address  and payment record may be submitted to  a credit reference agency, and personal  data will be processed by and on the  Seller’s behalf in connection with the  Goods. 

11.2 The Seller acknowledges the privacy  of The Buyer and processes all personal  data in accordance with local laws. The  Seller does not share/sell the personal  information of The Buyer with any third  parties. 

12. GENERAL PROVISIONS 

12.1 Unless otherwise agreed by Seller  and Buyer in writing, no Contract or work  order may be terminated by Buyer except  by mutual agreement in writing. 

12.2 Termination of a Contract or a work  order is subject to the following conditions: (i) Buyer will pay for all undelivered Goods  which are completely manufactured  and allocable to Buyer at the time of  Seller’s receipt of notice of termination;  and (ii) Buyer will pay all costs, direct and  indirect, which have been incurred by  Seller with regard to Goods which have  not been completely manufactured at the  time of Seller’s receipt of notice of  termination, plus a pro rata portion of  normal profit on the Contract. 

13. GENERAL PROVISIONS 

13.1 These Conditions shall be governed  by and construed in accordance with  UK law and the parties hereby submit to  the non-exclusive jurisdiction of the UK Courts. 

13.2 Any dispute, controversy or claim  arising out of or in connection with  the Contract whether in tort, contract,  under statute or otherwise, including any  question regarding its existence, validity,  interpretation, breach or termination of the  Contract shall be settled by consultation  between the Parties. In the event of failure  of such consultations within 60 days  (unless otherwise extended by mutual  agreement) after receipt by the respondent Party of the written notice of  such matter, then the matter shall be finally and exclusively resolved by  arbitration under the arbitration rules of  the United Nations Commission on  International Trade Law (UNCITRAL) in  force as at the date of the Contract (“Rules”), which  Rules are deemed to be incorporated by  reference into the Contract. The Tribunal  shall consist of one arbitrator, to be  appointed in accordance with the Rules.  The seat of the arbitration shall be  London, Ireland. The language of the  arbitration shall be English. The appointing authority shall be the President  of the Law Society of England and Wales.  The matter and decision shall be  governed by the substantive law referred  to in the preceding paragraph. The  arbitrator shall set forth the reasons for the  award in writing. Where necessary, the  decision in arbitration may be enforced by  any court having jurisdiction. 

13.3 No forbearance or indulgence by the  Seller shown or granted to the Buyer whether in respect of these  Conditions or otherwise shall in any way  affect or prejudice the rights of the Seller  against the Buyer or be regarded as any  waiver of any of these Conditions. 

13.4 The Seller may cancel any Contract  at any time before the Goods are  delivered by giving written notice. Upon giving such notice the Seller shall  promptly repay to the Buyer any sums  paid in respect of the Goods. Without  prejudice to the limitation of Condition 9  above, the Seller shall not be liable for any  loss or damage whatever arising from any  cancellation in accordance with this  Condition 13.4 

13.5 The Seller reserves the right to sub contract the whole or any part of  the Contract. 

13.6 Any provision of these Conditions or  any Contract which is, or may be, void  or unenforceable shall, to the extent of  such invalidity or unenforceability be  deemed severable and shall not affect any  other provision the Contract. If any court  or competent authority finds any provision  of these Conditions unenforceable  because of the breadth of area, subject or  time to which it applies, the parties agree  that the provision shall be enforced to the fullest  extent permissible by law of the jurisdiction where enforcement is sought. 

13.7 Any notice under or in connection  with these Conditions or any Contract  shall be in writing and shall be served by  registered post or by hand on the party to  the address of the party set out in the  Contract or at such other address as may  subsequently be notified by one party to  the other, and in the absence of any  evidence of earlier receipt any notice shall  be deemed to have been received: (i) if  delivered by hand when left at the address  for service; or (ii) if sent by registered  post, on the second day after posting. 

14. TECHNICAL ADVICE OR  OBSERVATION 

14.1 At Buyer’s request, Seller (or  representative it may designate) may  provide certain limited observation and/or  technical advice associated with the sale  and/or use of the Goods sold under this  Contract (“Services”). Seller reserves the  right to establish limits on the total time  allocated to Buyer for such Services.  Where Buyer and Seller contract in writing  for additional or extended services, if any,  those terms shall be controlling, within the  scope of those extended services  described. 

14.2 Services are offered in an advisory  capacity only, and Buyer assumes  full responsibility for its use or non-use of  such Services and agrees that Seller shall  have no liability for Buyer’s use or non-use  thereof and Seller makes no warranty,  expressed or implied, as to the services. 

14.3 Any provision of the Contract  notwithstanding, each of Seller and Buyer,  (in each case an “Indemnifying Party”)  shall indemnify and defend the other Party  and shall be responsible for all losses,  damages, claims, liabilities (including  attorney’s fees), demands, penalties and  interest (“Claims”) arising out of Services,  where also arising out of (i) injury,  disease, or death of the Indemnifying  Party’s own employees, or (ii) loss of or  damage to the Indemnifying Party’s own  property, even if (i) or (ii) above is  caused in whole or in part by the  negligence of an indemnified party or their  employees or agents. 

14.4 When visiting each other’s premises,  Buyer and Seller and their respective personnel shall observe all  rules or regulations that are in force on  such premises. Buyer shall inform Seller  of hazards, reasonably associated with  the provision of the Services. A Party may keep or withdraw its personnel from any  site of the other Party without any liability  for delay or otherwise if, in the opinion of the first Party, that site represents a  danger to its personnel. 

15. RETURNS, REFUNDS,  CANCELLATIONS & MINIMUM AGE POLICY 

15.1 In accordance with best medical  practice, the Seller operates a strict no  return policy on all cold chain temperature  controlled products. This policy is  enforced upon dispatch with no exceptions. 

15.2 The Seller reserves the right to  review the return of all other non temperature controlled products on a case  by case basis. In the event that a Buyer  wishes to return a product, written  notification must be provided at the  earliest possible date. Written notification  does not constitute a binding contract and  the Seller reserves the right to refuse the  return of product. To be eligible for a  return, your item must be unused and in  the same condition that you received it. Your item must be in the original packaging. 

15.3 In the event that the Seller agrees to  the return of product, the Buyer shall pay  all return shipping charges to the location  designated by the Seller. 

15.4 Cancellation of Orders 

15.4.1 Temperature Controlled Product: Cancellation of a temperature controlled  product must be made prior to dispatch.  

Once a temperature controlled product  has been dispatched the order cannot be  cancelled. 

On orders placed between 9am- 11.15am:  Cancellation must be made before 12  noon of same day. 

On orders placed after 11.1am:  

Cancellation of an order must be made  within 4 hours of placing the order. 15.4.2 All Other Products 

On orders placed between 9am- 11.15am:  Cancellation must be made before 12  noon of same day. 

On orders placed after 11.15am:  Cancellation of an order must be made  within 4 hours of placing the order. 

15.5 Minimum Age Policy: No minimum  age policy applies, however the Buyer is  required by law to provide conclusive  evidence of a valid medical license to gain  access to and purchase products on this  website. Failure to provide conclusive  evidence of a valid medical license will  result in cancellation of the registration  process and an inability to access or  purchase products. 

15.5.1 The Seller reserves the right to de register a Buyer in the event that a  previously valid medical license lapses or  is revoked. 

15.5.2 Certain products will not be  dispatched without a prescription signed  by a registered medical doctor. Failure to  provide a valid prescription will result in  cancellation of the order. 

15.6 If your return is approved a refund  will be initiated using the original method  of payment. In certain circumstances the  Seller reserves the right to provide store  credit in lieu of a refund.