STANDARD CONTRACTUAL TERMS AND CONDITIONS OF SALE AND SUPPLY
1. Interpretation
1.1 In these Terms: “Buyer” means the person who accepts a quotation or proposal from Luxe Supplements LTD directly (or from a Nominated Supplier, where appropriate) for the sale of Luxe Supplements LTD's own (or Luxe Supplements LTD Portal third party offered Goods, Services or Products where through a Nominated Supplier), or whose order for those Goods, Services and/or Products is accepted by Luxe Supplements LTD, which Buyer, by express or implied acceptance, or online registration, has accepted these Terms with Luxe Supplements LTD, subject to the content and terms of any Special Conditions contained in any Appendix attached hereto which is signed and dated by Luxe Supplements LTD and the Buyer; “Contract” means any arrangement for the supply and acquisition of the Goods, Services and/or Products, together with all related orders or requests made time to time by the Buyer to the Luxe Supplements LTD Contracting Party, subject at all time to these Terms and Conditions; “Goods” means any and all goods (including any instalment of the goods or any parts for them) which Luxe Supplements LTD is to directly supply (or facilitate the supply of through the Luxe Supplements LTD Portal or otherwise), and which supply is subject to these Terms and Conditions, at the price levels and payment timings contained in the Terms or on the Luxe Supplements LTD Portal at point of order; "Intellectual Property" means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable; “Luxe Supplements LTD Contracting Party” means Luxe Supplements LTD; “Nominated Supplier” shall mean a supplier with whom Buyers elect to contract directly, and on an arm’s length basis, or through Luxe Supplements LTD, for the purchase of Goods, Products or Services through their authorised use of the Luxe Supplements LTD Portal from time to time, having electronically or by implication agreed to these Terms with Luxe Supplements LTD; “Parties” means Luxe Supplements LTD and the Buyer; “Products” means any and all products purchased or supplied via directly or through the Luxe Supplements LTD Portal to the Buyer from time to time and which purchase and/or supply is subject to these Terms with Luxe Supplements LTD, at the price levels and payment timings specified; “Services” means any and all services which Luxe Supplements LTD is to directly supply (or facilitate the supply of through the Luxe Supplements LTD Portal or otherwise) in accordance with these Terms or to the Buyer from time to time and which supply is subject to these Terms with Luxe Supplements LTD, at the price and payment timings contained in the Terms; “Terms” means the Standard Contractual Terms and Conditions of Sale and Supply set out in this document (together with any Appendix or reasonable amendments from time to time brought to the attention of the Buyer), and in the event that there is a conflict between the terms of these standard Contractual Terms and Conditions of Sale and Supply, and such Special Conditions as are contained in any Appendix attached and agreed/executed by Luxe Supplements LTD and the Buyer, the terms of the Appendix shall prevail; “Luxe Supplements LTD Portal” means any Luxe Supplements LTD managed online Marketplace or facility which a Buyer may from time to time access and utilise, subject to initial and continuing access and use constituting an acceptance of these Terms with Luxe Supplements LTD; “Writing”, and any similar expression, includes facsimile transmission and electronic mail;
2. Basis of the sale
2.1 Luxe Supplements LTD shall sell and the Buyer shall purchase from Luxe Supplements LTD the Goods and/or Products and/or Services subject to these Terms, which shall govern the Contract to the exclusion of any other terms subject to which any such quotation is accepted or purported to be accepted by Luxe Supplements LTD, or any such order is made or purported to be made, by the Buyer. At the expiry of any fixed or initial term benefits offer referred to, or contained, on the Luxe Supplements LTD Portal or in any Appendix, costs for the Goods and/or Products and/or Service shall be renegotiated between Luxe Supplements LTD and the Buyer, or otherwise be subject to the then prevailing costs applied by Luxe Supplements LTD (or a Nominated Supplier, as appropriate) to those Goods and/or Products and Services;
2.2 These Terms may be subject to change from time to time and a Buyer’s continued use of the Luxe Supplements LTD Portal and/or continued course of dealing with Luxe Supplements LTD shall constitute acceptance of these Terms, as amended by Luxe Supplements LTD from time to time.
2.3 Luxe Supplements LTD’s employees and agents are not authorised to make any representations or give any advice or recommendation concerning the Goods, Services and/or Products unless confirmed by authorised representatives of Luxe Supplements LTD in Writing. By entering into or accepting the Terms, the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for death or personal injury.
2.4 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 Luxe Supplements LTD or any Nominated Supplier on the Luxe Supplements LTD Portal, shall be subject to correction without any liability on the part of Luxe Supplements LTD, and any loss or damage to Luxe Supplements LTD rectified by the Buyer without delay.
3. Orders and specifications
3.1 No order submitted by the Buyer from time to time shall be deemed to be accepted by Luxe Supplements LTD unless and until confirmed in writing by Luxe Supplements LTD or through processing on the Luxe Supplements LTD Portal, as appropriate.
3.2 The Buyer shall be responsible to Luxe Supplements LTD for ensuring the accuracy of the terms of any future order (including any applicable specification) submitted by the Buyer, and for giving Luxe Supplements LTD (or Nominated Suppliers, as the case may be) any necessary information and support relating to the Goods, Services or Products within a sufficient time to enable Luxe Supplements LTD (or Nominated Suppliers, as the case may be) to perform contractual duties in accordance with their terms and relevant safety regulations.
3.3 The quantity, quality and description of the Goods, Services and/or Products which the Buyer sources from Luxe Supplements LTD directly and any specification for them shall be as set out in Luxe Supplements LTD’s written or online quotation or proposal or the Buyer’s order (if accepted by Luxe Supplements LTD).
3.4 If the Contract is to be performed by Luxe Supplements LTD in accordance with a specification submitted by the Buyer, the Buyer shall indemnify Luxe Supplements LTD against all loss, damages, costs and expenses whatsoever awarded against or incurred by Luxe Supplements LTD or its officers, employees, affliliates, group companies or representatives in connection with, or paid or agreed to be paid by Luxe Supplements LTD in settlement of, any claim for infringement of any rights of any other person which results from Luxe Supplements LTD’s use of the Buyer’s specification or satisfaction of the Buyer’s order.
3.5 Luxe Supplements LTD reserves the right to make any changes in the specification of the Goods, Services and/or Products which are required to conform with any applicable statutory requirements or, where the Goods, Services and/or Products are to be supplied to Luxe Supplements LTD’s specification, which do not materially affect their quality or performance.
3.6 No order which has been accepted by Luxe Supplements LTD may be cancelled by the Buyer except with the agreement in Writing of Luxe Supplements LTD and on terms that the Buyer shall indemnify Luxe Supplements LTD 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 Luxe Supplements LTD as a result of cancellation.
3.7 Luxe Supplements LTD has no liability for failure to deliver Goods, Services and/or Products ordered, or for any delay in delivery or for any damage or defect to Goods, Services and/or Products delivered that is caused by any event or circumstance beyond its reasonable control.
4. Price of the goods and/or products and/or services
4.1 The price of the Goods, Services and/or Products shall be the price set out in the Luxe Supplements LTD Portal (or as amended by Luxe Supplements LTD from time to time), or, if no price is quoted, the price set out in the Quotation (or as amended by Luxe Supplements LTD from time to time) valid at the date of acceptance of the order. All prices quoted are valid for a maximum of 30 days only, after which Luxe Supplements LTD may withdraw its quotation, and accordingly vary the prices and/or products and/or services offered.
4.2 The price is exclusive of any applicable VAT (unless otherwise stated), which the Buyer shall be additionally liable to pay to Luxe Supplements LTD at the applicable rate, subject to the receipt of a valid VAT invoice.
4.3 Luxe Supplements LTD shall invoice the Buyer for the Goods, Services and/or Products on or at any time after delivery of the Goods and/or Products, or completion of the Services, unless the Goods and/or Products are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods and/or Products, in which event Luxe Supplements LTD shall be entitled to invoice the Buyer for the Goods and/or Products at any time after Luxe Supplements LTD has notified the Buyer that the Goods and/or Products are ready for collection or (as the case may be) Luxe Supplements LTD has tendered delivery of the Goods and/or Products.
4.4 The Buyer shall pay the price of the Goods, Services and/or Products (less any discount or credit allowed by Luxe Supplements LTD, but without any other deduction or set-off) within 30 days of the date of Luxe Supplements LTD’s invoice, and Luxe Supplements LTD shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods, Services and/or Products 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.
4.5 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Luxe Supplements LTD, Luxe Supplements LTD shall be entitled to:
4.6 The Buyer shall not be entitled to withhold payment of any amount payable under the Contract to Luxe Supplements LTD because of any dispute or claim by the Buyer against Luxe Supplements LTD, whether in respect of the Contract or any other contract between Luxe Supplements LTD and the Buyer.
5. Transfer of property and risk
5.1 Risk of damage to or loss of the Goods, Products and/or Services shall pass to the Buyer:
5.2 Notwithstanding delivery and the passing of risk in the Goods and Products, or any other provision of these Terms, the property in the Goods and Products shall not pass to the Buyer until Luxe Supplements LTD has received in cash or cleared funds payment in full of the price of the Goods, Products and/or Services, and all other goods agreed to be sold by Luxe Supplements LTD to the Buyer for which payment is then due.
5.3 Until such time as the property in the Goods and Products passes to the Buyer, the Buyer shall hold the Goods and Products as Luxe Supplements LTD’s fiduciary agent and bailee, and shall keep the Goods and Products separate from those of the Buyer and third parties and properly stored, protected and insured and identified as Luxe Supplements LTD’s property, but shall be entitled to resell or use the Goods and Products in the ordinary course of its business.
5.4 Until such time as the property in the Goods and Products passes to the Buyer (and provided the Goods and Products are still in existence and have not been resold), Luxe Supplements LTD shall be entitled at any time to require the Buyer to deliver up the Goods and Products to Luxe Supplements LTD and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods and Products are stored and repossess the Goods and Products.
5.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods and Products which remain the property of Luxe Supplements LTD, but if the Buyer does so, all monies owing by the Buyer to Luxe Supplements LTD shall (without prejudice to any other right or remedy of Luxe Supplements LTD) forthwith become due and payable.
6. Warranties and liability
6.1 Luxe Supplements LTD warrants to the Buyer that the Goods and Products and/or Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the relevant Contract and/or any specification provided to Luxe Supplements LTD by the Buyer, subject to the content of any Appendices hereto.
6.2 Where the Goods and/or Products are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Terms and Conditions.
6.3 Where the Goods and/or Products are not sold under a consumer transaction Luxe Supplements LTD’s liability shall not exceed the value of any Goods, Products and/or Services provided, and Luxe Supplements LTD shall be under no liability whatever to the Buyer for any direct or indirect loss or expense (including loss of profit) suffered by the Buyer or liability to third parties incurred by the Buyer.
6.4 The Buyer shall fully indemnify Luxe Supplements LTD against any liability to third parties arising out of the Buyer’s use of the Goods, Products and/or Services.
6.5 The warranties contained in this Clause 6 are in lieu of all other warranties, conditions or terms, express or implied, statutory or otherwise, and all such terms are hereby excluded to the fullest extent permitted by law, subject to the content of any Appendices hereto.
7. Force Majeure
7.1 Luxe Supplements LTD shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond Luxe Supplements LTD’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
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