Trade

TRADE BUYERS

We welcome businesses that wish to sell our gorgeous T LeClerc products.

Trade discount is 50% inc VAT

Your first order must be a minimum spend of £1000 inc VAT excluding discount
thereafter minimum order value is £300 inc VAT

To apply for a Trade Account, please complete the form below.
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CONDITIONS OF SALE

  1. INTERPRETATION

 

       1.1   In these Conditions

“BUYER” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.

“GOODS” means the goods (including any instalment of the goods or any parts for them) which the seller is to supply in accordance with these Conditions.

“SELLER” means Medusa Cosmetics Limited registered in England under number 07133337

“CONDITIONS” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed between the Buyer and the Seller.

“CONTRACT” means the contract for the purchase and sale of the Goods.

1.2   Any reference in these Conditions to any provision of statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

 

  1. BASIS OF THE SALE

2.1   The Seller shall sell and the Buyer shall purchase the Goods in accordance with any quotation of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.

2.2   No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.

2.3   The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing.   In entering into the Contact the Buyer acknowledges that it does not reply on and waives any claim for breach of, any such representatives which are not so confirmed.

2.4   Any advice or recommendations given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.5   Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

 

  1. ORDERS AND SPECIFICATIONS

3.1   No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.

3.2   The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary formation relating to the goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.3   The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).

3.4   If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.

3.5   The Seller reserves the right to make any changes in the specification of the Goods which are required to confirm with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

3.6   No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit) costs, (including the cost of all labour and materials used) damages, charges and expenses incurred by the Seller as a result of cancellation.

 

  1. PRICE OF THE GOODS

4.1   The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid) the price listed in the Seller’s published price list current at the date of acceptance of the order.   Goods are supplied for non-export from the United Kingdom.   All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.

4.2   The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour materials or other costs of manufacture) any change in delivery dates, quantities or specification for the Goods, which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

4.3   The Seller shall be liable for and shall discharge the costs of delivering the Goods if firstly the price of the Goods excluding Value Added Tax is in excess of £150 and secondly the location at which it has been agreed the Seller will make delivery is situated in the United Kingdom.   Subject to the foregoing and except as otherwise stated under the terms of any quotation or in any price list of the Seller and unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.

4.4   The price is exclusive of any applicable Value Added Tax, which the Buyer shall be additionally liable to pay to the Seller.

4.5   The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.

 

  1. TERMS OF PAYMENT

5.1   Subject to any special terms agreed in writing between the Buyer and Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.

5.2   The Buyer shall pay the price of the Goods within 30 days of the date of the Seller’s invoice notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer.   The time of payment of the price shall be of the essence of the Contract.   Receipts for payment will be issued only upon request.

5.3   If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

5.3.1       cancel the contract or suspend any further deliveries to the Buyer.

5.3.2       appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer and

5.3.3       charge the Buyer interest (both before and after any judgment on the amount unpaid at the rate of 5% per annum above National Westminster Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

 

  1. DELIVERY

6.1   Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.

6.2   Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused.   Time for delivery shall not be of the essence unless previously agreed by the Seller in writing the Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

6.3   Where delivery of the Goods is to be made by the Seller in bulk the Seller reserves the right to deliver up to 10% more or 10% less than the quantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.

6.4   Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

6.5   If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

6.6   If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy to the Seller, the Seller may:

6.6.1       store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage OR

6.6.2       sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract

 

  1. RISK AND PROPERTY

7.1   Risk of damage to or loss of the Goods shall pass to the Buyer.

7.1.1       in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the goods are available for collection OR

7.1.2       in the case of Goods to be delivered otherwise than at the Seller’s premises at the time of delivery or, if the Buyer wrongfully fails to take delivery of he Goods, the time when the Seller has tendered delivery of the goods

7.2   Notwithstanding delivery title to the goods shall not pass to the Buyer until the date of payment in full by the Buyer of:

(i)    All sums due in respect of the goods; and

(ii)   all sums which at the date of payment of the sums referred to in (i) above are payable by the Buyer to the Seller on any account whatsoever including the price of all other goods then delivered and agreed to be sold by the Seller to the Buyer whether or not such price is then due for payment.

7.3   Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and property stored, protected and insured and identified as the Seller’s property.   Until that time the Buyer shall not be entitled to resell or use the Goods.

7.4   Until such time as the property in the Goods passes to the Buyer 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   The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owning by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable

 

  1. WARRANTIES AND LIABILITY

8.1   Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specifications at the time of delivery.

8.2   For the avoidance of any doubt the Buyer accepts that:

8.2.1       the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer.

8.2.2       the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, 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

8.2.3       the Seller shall be under no liability under any warranty condition or guarantee howsoever arising if the total price for the Goods has not been paid by the due date for payment

8.2.4       the Seller gives no warranty as to any defects in material and workmanship in respect of any parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty, or guarantee as is given by the manufacturer to the Seller

8.3   Subject as expressly provided n these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded in the fullest extent permitted by law.

8.4   Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure.   If delivery is not refused, and the Buyer does not notify the Seller accordingly the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the prices as if the Goods had been delivered in accordance with the Contract.

8.5   Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge, or at the Seller’s sole discretion, refund to the Buyer the Price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.

8.6.  Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profits or otherwise) costs expenses or other claims for consequential compensation whatsoever (and 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 or their use or resale by the Buyer except as expressly provided in these Conditions.

8.7   The Seller shall not be liable to the Buyer or 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.

8.7.1       Act of God, explosion, flood, tempest, fire or accident

8.7.2       war or threat of war, sabotage, insurrection civil disturbance or requisition

8.7.3       acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority

8.7.4       import or export regulations or embargoes

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

8.7.6       difficulties in obtaining raw materials, labour, fuel parts of machinery

8.7.7       power failure or breakdown in machinery

 

  1. INDEMNITY

9.1   Subject to Condition 3.1 if any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent5, copyright, design, trade mark or other industrial or intellectual property rights of any other person, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim provided that:

9.1.1       the Seller is given full control of any proceedings or negotiations in connection with any such claim

9.1.2       the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations

9.1.3       except pursuant to a final award, the Buyer shall not pay, or accept any such claim or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld)

9.1.4       the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the buyer shall use its best endeavours to do)

9.1.5       the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim, and

9.1.6       without prejudice to any duty of the Buyer at Common Law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss damages costs or expenses for which the Seller is liable to indemnify the Buyer under this clause

 

  1. INSOLVENCY OF BUYER

10.1This clause applies if:

10.1.1     the Buyer makes any voluntary arrangement with it s creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation otherwise than for the purposes of amalgamation or reconstruction); or

10.1.2     an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer, or

10.1.3     the Buyer ceases, or threatens to cease, to carry on business; or

10.1.4     the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly

10.2If this clause applies, then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable not withstanding any previous agreement to the contrary

 

  1. EXPORT TERMS

11.1Where the Goods are supplied for export from the United Kingdom the provisions of these Conditions shall be subject to the export conditions annexed hereto and any special terms agreed in writing between the Buyer and Seller in addition thereto

 

  1. GENERAL

12.1Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice

12.2No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision

12.3If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby

 

12.4The Contract shall be governed by the laws of England

 

 

 

 

 

 

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