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.
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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
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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.
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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
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Buyer to terminate or rescind the Contract
unless such delay exceeds sixty (60)
days.
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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
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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
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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.
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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
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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
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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
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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,
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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
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9 below, the Seller warrants that the
Goods will correspond with their
specification at the time of delivery.
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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
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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
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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.
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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
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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.
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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
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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.
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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
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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
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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.
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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
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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
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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
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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
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