General Conditions of Sale

L’ORÉAL (UK) LIMITED
STANDARD CONDITIONS OF SALE — UNITED KINGDOM AND IRELAND

Definitions and Interpretation

  1. In these Conditions of Sale (the “Conditions”):

Customer” means the person, firm or company buying Products from Seller.

Order” means Customer's offer to purchase Products by sending instructions to Seller to supply them set out in a completed Purchase Order.

"Minimum Order Value" means the minimum order value per Product as communicated to the Customer by the Seller from time to time.

"Non-Selective Products" means Products sold by Seller that are not subject to a Selective Distribution Agreement.

"Other Applicable Agreement" means any further agreement entered into between the Seller and the Buyer that relate to the Products including any wholesale or salon agreement.

Products” mean the products to be purchased by Customer being either Non-Selective Products or Selective Products.

"Purchase Order" means Seller pro-forma order form.

"Selective Distribution Agreement" means a contract agreed and signed between Seller and Customer that accepts Customer into Seller's selective distribution system and allows Customer to purchase Selective Products, including any Selective Internet Addendum.

Selective Internet Addendum” means an addendum to a Selective Distribution Agreement agreed and signed between Seller and Customer that provides specific approval for Customer to sell Selective Products on a specified website address on the internet.

"Selective Products” mean the products subject to a Selective Distribution Agreement.

Seller” means L'Oréal (UK) Limited, a company registered in England, registered number 271555 and registered address 255 Hammersmith Road, London W6 8AZ.

"Side Letter" means a side letter to a Selective Distribution Agreement or a salon agreement agreed and signed between Seller and Customer.

  1. Seller will sell and Customer will purchase Products in accordance with these Conditions and (where applicable) the Selective Distribution Agreement and Other Applicable Agreement, which will govern the contract between the parties to the exclusion of any other terms. These Conditions supersede and take precedence over any previous standard conditions of sale of Seller or any terms Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. No addition to or modification of these Conditions, any Selective Distribution Agreement or any Other Applicable Agreement shall bind Seller unless accepted by its authorised signatory in writing. Where Customer is a Designated Retailer within the meaning of the Groceries (Supply Chain Practices) Market Investigation Order 2009 (“Investigation Order”) then the Groceries Supply Code of Practice as set out in schedule 1 of the Investigation Order applies to Seller’s dealings with Customer.
  2. 3. In the event of any conflict between these Conditions, any applicable Selective Distribution Agreement, any applicable Selective Internet Addendum, any Other Applicable Agreement and an Order, the Selective Internet Addendum shall have priority, followed by the Selective Distribution Agreement, the Other Applicable Agreement, these Conditions, then the Order. If the parties enter into a Side Letter, the Side Letter shall take priority over all other agreements entered into by the parties relating to its subject matter.

Terms that apply to Selective Products Only

  1. 4. Selective Products are sold through a network of non-exclusive distributors approved by Seller in accordance with criteria set out in the Selective Distribution Agreement. Selective Products are supplied subject to Customer signing up to and complying with the relevant Selective Distribution Agreement and criteria from time to time. Customer shall not be entitled to sell Selective Products via the internet without being approved by Seller in accordance with its internet criteria, and signing up to and complying with the relevant Selective Internet Addendum and internet criteria from time to time. If any Selective Distribution Agreement is terminated for any reason, then these Conditions shall automatically terminate in relation to those Selective Products as shall any unfulfilled Order.
  2. 5. Customer will obtain its supplies of Products only from Seller or from another distributor of the Products within the selective distribution network located in the European Economic Area, United Kingdom or Switzerland. Where Customer purchases Products from another distributor, Customer shall be responsible for ensuring that the Products comply with all applicable law in the jurisdiction in which the Products are imported, sold or otherwise distributed.

Order Process

  1. All Orders are subject to availability. An Order shall be binding on Seller only once it has been confirmed by Seller as evidenced by Seller despatching Order from its warehouse. Products come in standard pack size and standard grouping boxes; Seller reserves the right to round up an Order to match standard grouping boxes. Customer’s placing of an Order shall be deemed evidence of its acceptance of these Conditions. Seller reserves the right to reject or place on hold an Order in whole or in part for any reason including, but not limited to, where the total amount of unpaid invoices payable by Customer to Seller exceeds or will exceed Customer’s credit limit with Seller and/or Seller’s credit insurer has declined coverage in relation to Seller’s invoices to Customer. In such a case, Seller reserves the right to request advance payment for Orders placed by Customers that are not covered by Seller’s credit insurance and/or to determine a maximum amount of Products that the Customer can purchase.
  2. No Order accepted by Seller may be cancelled by Customer except with the written agreement of Seller and on the terms that, unless Seller agrees otherwise, Customer will indemnify Seller in full against all loss, costs, damages, charges and expenses incurred by Seller as a result of the cancellation.
  3. No Order will be accepted below the Minimum Order Value. In the event Seller does accept an Order below the Minimum Order Value, Seller reserves the right to charge for delivery of Orders that fall below the Minimum Order Value.
  4. Any delivery dates quoted are estimates only. Seller shall endeavour to comply with any requested or agreed delivery date, but shall not be liable for failure to comply with quoted delivery dates whether due to late delivery or short delivery. Customer’s representative shall acknowledge receipt of the Products by signing the carrier’s proof of delivery note.
  5. 10. Seller reserves the right to alter or amend these Conditions at any time save in respect of Orders already accepted. Seller may at any time cease supply of any of the Products, or discontinue or remove any of the Products from its range of products for sale.

No Returns

  1. Products are not sold on a “Sale or Return” basis. Products are not to be returned to any address unless written authority has been received from Seller and an official collection has been arranged by Seller (for which Seller will obtain insurance to cover risk of loss or damage to Products during transportation by the carrier on return journey back to Seller). Unauthorised returns will not be refunded.
  2. 12. A minimum handling charge of 20% may be applied to all Products authorised for return and Products shop-soiled or otherwise not in re-saleable condition on receipt by the Seller may be subject to an increased handling charge, exception being to (a) those returned at the Seller’s request and (b) those which are faulty when supplied by the Seller.

Price

  1. 13. Prices are calculated on individual Orders. Prices will be those in effect at the date of Seller's acceptance of the Order. Customer remains free to set the price at which it will sell the Products.
  2. Prices and these Conditions apply only to the United Kingdom, Channel Islands, Gibraltar, Isle of Man and Ireland.
  3. Seller reserves the right to revise quoted or list prices and discounts on 30 days written notice.

Value Added Tax (VAT)

  1. 16. VAT is calculated, if applicable, at the relevant rate, on the total net goods value shown on the invoice, after all discounts have been deducted.
  2. 17. VAT is excluded from all list, discounted and bonus/promotional prices.
  3. Products sold to the Channel Islands are outside of the fiscal (VAT) territory of the EU and therefore not subject to VAT.

Payment

  1. Unless otherwise authorised in writing, payment for the Products is to be made by Direct Debit. Seller reserves the right to charge fees to Customer if Seller, in its discretion, allows payment by any other means.
  2. 20. Payment may not be netted off against promotional invoices or other amounts claimed from Seller. Promotional activity must be invoiced by Customer to Seller separately and will be paid in accordance with the promotional agreement between the parties and/or Seller will issue a credit note to Customer to the value of the agreed promotional activity and Customer will pay the net amount outstanding under any invoices.
  3. 21. Unless otherwise agreed in writing, Customer will pay for the goods free of all deductions 45 days from the date of invoice and timing of payment shall be of the essence. Invoices are raised at the time of despatch of the Products. The 45 day credit period is from the despatch date up to payment and includes carriage time. Payment means cleared funds.
  4. 22. Default in payment of an invoice when it becomes due shall immediately and automatically, without any formal notice of default, accelerate and make immediately due and payable all other monies which may then be owed by Customer to Seller.
  5. 23. For information about availability of early settlement, Customer should contact its usual Seller representative.
  6. 24. If Customer fails to make payment in accordance with the Conditions then, without prejudice to any other right or remedy to which Seller may be entitled, Seller may:
  • Cancel or suspend any further deliveries to the Customer;
  • Require Customer to make a payment in advance of any delivery not yet made; and/or
  • Charge interest for late payment at the rate (both before and after judgment) of 8 percent per annum above the Bank of England base rate in force on the due date for payment calculated on the outstanding balance (including interest) due from the date for payment down to receipt by Seller of payment.

Delivery, Title and Risk

  1. In the event of delivery errors, faulty or damaged Products or account queries, Customer should contact Seller’s Customer Service Department on the phone number shown on the invoice. Such claims must quote order/invoice number and must be notified within 10 DAYS of receipt of the Product. Evidence of damaged Products or packaging must be retained by Customer for inspection. Claims outside this time limit cannot be accepted. Accordingly, failure to notify Seller in accordance with this time limit shall result in Customer’s deemed acceptance of the Products delivered, no liability will be accepted by Seller in respect of late claims and Customer shall be bound to pay the price as if the Products were delivered in accordance with the Order.
  2. Subject always to Clause 35, Seller's liability for any faulty or damaged Products shall be limited to, at the option of the Seller, (i) replacement of the relevant Products within a reasonable time or, (ii) reimbursement of the price paid by Customer to Seller for the affected Products.
  3. 27. Seller will arrange carriage of the Products from its premises to those of Customer or, with Seller’s prior written approval, to the premises where the Customer operates its business or the premises of Customer’s nominated warehouse provider. Customer shall make all arrangements necessary to take delivery of the Products whenever they are intended for delivery. Risk in all Products will pass to Customer on delivery by Seller to the carrier that Seller has arranged to transport the Products from Seller’s premises. Seller will obtain insurance to cover Customer’s risk of loss or damage to Products during their transportation by the carrier arranged by Seller. The level of insurance cover will be the price of the Products relating to the relevant Order.
  4. Title in the Products shall remain with Seller (notwithstanding delivery) until:
  • Seller has been paid in full for all sums of money for all Products sold by Seller to Customer for which payment is due (or which become due) and all other sums of money due to Seller from Customer on any account, including where relevant, in respect of Customer’s agreed contributions to the salary costs of the sales staff employed by Seller to sell the Products at Customer’s stores in the UK and Ireland; or
  • until the Products are sold by Customer in the normal course of its business, whichever of (a) or (b) occurs first.
  1. Nothing in Clause 28 shall confer on Customer any right to return the Products or to refuse or delay payment thereof. Until such time as title to the Products passes to Customer, Customer shall hold Products on behalf of Seller and carefully store them separately from other goods belonging to Customer or third parties in such a way as to ensure they are clearly identifiable as belonging to Seller. Until such time as title in the Products passes to Customer (and provided the Products are still in existence and have not been resold) Seller may at any time require Customer to deliver up the Products to Seller, and if Customer fails to do so forthwith, enter on any premises of Customer or any third party where the Products are stored and repossess the Products. Nothing in these conditions shall prevent Customer from selling the Products in the ordinary course of its business. Customer's permission to sell the Products shall terminate immediately if a resolution is passed to wind up Customer or a Receiver or Administrator is appointed.

Advertising Materials

Intellectual Property Rights

  1. Customer will not do or authorise any third person to do any act which would or might damage or be inconsistent with the trade marks or service marks used by Seller on, or in relation to, the Products or to the goodwill associated therewith, and in particular, will not carry out or authorise the alteration, obliteration or covering up of such marks or the incorporation of other marks (in whole or in part) on any Products. Customer acknowledges and agrees that all intellectual property rights relating to the Products are the exclusively property of the Seller and its affiliate companies. Customer will procure that the Seller’s intellectual property is only used as is to promote the Products and will not do (or authorise any third person to do) anything that may:
  • impair or damage the Products or the goodwill or reputation associated with Seller’s intellectual property rights; or
  • adversely affect the value or validity of Seller’s intellectual property rights; or
  • bring the Seller’s intellectual property rights into disrepute; or
  • suggest an affiliation or relationship with Seller that does not exist.

Warranties and Limitation of Liability

  1. Seller warrants that that on delivery the Products shall:
  • conform in all material respects with their description; and
  • be of satisfactory quality.
  1. Customer acknowledges and agrees that:
  • It shall inspect the Products to satisfy itself as to their condition and comply with the delivery queries procedure set out in these Conditions; and
  • Other than expressly provided herein, or in any Selective Distribution Agreement or Other Applicable Agreement, Seller has not given any warranty, condition or other term as to the quality or fitness for any purpose of the Products and all warranties, conditions or other terms, express or implied (by statute or otherwise), are excluded from the Order and these Conditions to the fullest extent permitted by law.
  1. Seller will not be liable to Customer, whether arising from tort including negligence, breach of contract or otherwise, arising out of, or in in connection with the Order or these Conditions for any:
  • loss of profit (whether direct or indirect);
  • loss of goodwill, loss of business; or
  • any indirect or consequential loss or damage, costs, expenses (including of the type  specified in Clauses 34 (a) - (c).
  1. Nothing in these Conditions excludes or limits Seller’s liability for:
  • fraud or fraudulent misrepresentation;
  • death or personal injury caused by its negligence; or
  • any other matter for which it would be unlawful for Seller to exclude or limit its liability.
  1. 36. Subject to Clause 35, Seller's total liability to Customer in respect of an Order, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 125% of the price payable for the Products under that Order.

Force Majeure

  1. If Seller is prevented from performing any of its obligations in respect of any Orders by any circumstances whatsoever outside its control (including, but not limited to, strikes, labour disputes, fire, accident, act of God, explosion, flood, war or civil disturbance, breakdown of plant or machinery, difficulty or increased expense in obtaining staff or materials, and industrial or political activities) further performance of the relevant Orders will either be suspended so long as Seller is so prevented or, at Seller’s option cancelled; in which case Seller will not be liable for breach of contract or for any loss, damage or injury of any kind whatsoever, whether direct or indirect, caused by or arising out of or connected with the said suspension or cancellation.

Breach of these Conditions

  1. If Customer (i) defaults or commits a breach of the Conditions or other aspects of an Order or of any of its obligations to Seller; (ii) suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; (iii) makes an application for or enters into any arrangement with its creditors (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction); (iv) is or may within 28 days become insolvent or pass a resolution for winding up or a court of competent jurisdiction does or may within 28 days make an order to that effect (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction); (v) is or may within 28 days become subject to an administration order; (vi) is or may within 28 days become subject to a receiver, administrative receiver, examiner or other third party (including without limitation a creditor, garnishor, charger or bailiff) being appointed over or taking or attempting to take possession of any of its assets; (vii) enters any form of bankruptcy, either compulsory or voluntarily; (viii) undergoes any analogous occurrence to the aforementioned under foreign law; (ix) suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or (x) exposes Seller to what is, in Seller’s sole discretion (not to be unreasonably exercised), material risk of reputational harm to Seller, Seller may cancel, suspend or terminate any contract or Order between the parties and/or decline to make further deliveries and/or have access to Customer's premises for the protection and/or removal and repossession of any Products in which property will not have passed from Seller to Customer.

Restrictions

  1. Professional / technical products are available only for the exclusive use of professional hairdressers or other professionally qualified staff and must not be otherwise used or resold to the public.
  2. In no circumstances must Products be exported except within the countries in European Economic Area, United Kingdom and Switzerland without the prior written approval of Seller.

Confidentiality

  1. Customer shall not disclose to any person at any time any information or matter which is not in the public domain and which relates to the affairs of Seller or about any other confidential matters which may come to Customer’s knowledge in the course of its relationship with Seller. The restriction does not apply to: (a) any use or disclosure authorised by Seller or as required by law; or (b) any information which is already in, or comes into, the public domain otherwise than through Customer’s unauthorised disclosure.

Law and Regulations

  1. Customer shall, when entering into these Conditions and thereafter when engaging in any activity relating to these Conditions, comply with all applicable laws and regulations, in whatsoever jurisdiction may be relevant, including without limitation: the UK Bribery Act 2010, the UK Criminal Finances Act 2017, the UK Modern Slavery Act 2015, the UK Terrorism Act 2000, the UK Equality Act 2010, and any applicable competition law.
  2. 43. Seller is a registered producer as required by the Waste Electrical and Electronic Equipment (WEE) Regulations. If Customer wishes to return any item under the Business to Business take-back arrangements contact should be made with the relevant Division Customer Care department.

Notices

  1. Any notice or other communication given to a party under or in connection with these Conditions shall be in writing, addressed to that party at the address given in the Order or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid next working day delivery service, commercial courier or email.
  2. A notice or other communication shall be deemed to have been received: if delivered personally, at the time of delivery; if sent by pre-paid next working day delivery service, at 9.00 am on the next business day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one business day after transmission.

General

  1. The Conditions (together with, where applicable, the Selective Distribution Agreement and any Other Applicable Agreement) and the Order accepted by Seller constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  2. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to the Order except as expressly stated in these Conditions and the Order.
  3. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into the Order (unless such untrue statement was made fraudulently). Without prejudice to the foregoing, the only remedy available to a party in respect of a breach of any representation which is incorporated into an Order shall be for breach of contract.
  4. Upon termination of these conditions, all rights and obligations of the parties hereunder will automatically terminate except for any rights of action which may have accrued prior to termination and any obligations which expressly or by implication are intended to commence or continue in effect on or after termination.
  5. 50. No one other than a party to an Order shall have any right to enforce any of its terms.
  6. No waiver by Seller of any breach of these Conditions by Customer shall be considered as waiver of any subsequent breach of the same or any other provision.
  7. 52. Seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under a contract for sale under the Conditions. Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under such contract without the prior written consent of Seller.
  8. If a provision in these Conditions is held by a court or other competent authority to be invalid, unenforceable or unlawful in whole or part the validity of the rest of the provision and other Conditions shall not be affected.
  9. 54. These Conditions and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by English law and the parties agree to submit to the exclusive jurisdiction of the courts of England.

Introduction

This page (together with our Privacy Policy and Website Terms and Conditions) tells you information about us and the legal terms and conditions (the “Terms” or “General Conditions of Sale”) on which we sell any of the skin care, body care, sun care and men’s skincare products from the United Kingdom (“Products”) listed on our SKINCEUTICALS (UK) website (the “Website”) to you.

 

These Terms will apply to any contract between us for the sale of Products to you on our Website (“Contract”) to the exclusion of all other documents. Please read these Terms carefully and make sure that you understand them, before ordering any Products from our Website. Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Products from our Website.

 

You should print a copy of these Terms or save them to your computer for future reference.

 

We amend these General Conditions of Sale from time to time as set out in Clause 8. Every time you wish to order Products from SKINCEUTICALS, please check these Terms to ensure you understand the terms which will apply at that time.

 

These Terms and any Contract between us are only in the English language.

 

The purpose of the Website is for SKINCEUTICALS to offer Products for sale to visitors of the Website (hereinafter “you” or “your”).

Products are intended for your personal use, in no direct relation to your professional activity. In this respect, you should note that your order must not exceed a total of £1,000 (one thousand pounds). Moreover, you may only order a maximum of five (5) Products with the same reference during a single sale and over a period of one (1) month. If your order exceeds the aforementioned amount and/or number, the order shall be deemed invalid.

 

All orders for Products offered on the Website imply the consultation and express acceptance of these General Conditions of Sale, without said acceptance being contingent on you providing a hand-written signature. In accordance with the provisions of Regulations 9 and 11 of The Electronic Commerce (EC Directive) Regulations 2002 which govern the formation of electronic contracts in the United Kingdom, the recording and validation of the order form, as specified in Clause 6 (“Placing an Order”) below, constitutes the placing of an order between us for the purchase of the ordered Products.

 

1. INFORMATION ABOUT US

 

1.1 The Website is an e-commerce website that is accessible via the internet at www.SkinCeuticals.co.uk. It is produced by L'Oréal (UK) Limited acting through its trading division SKINCEUTICALS (UK) (“SKINCEUTICALS”, “we”, “us” or “our”), a company incorporated in England and Wales with registered company number 271555 whose registered office is at 255 Hammersmith Road, London W6 8AZ. Our main trading address is 255 Hammersmith Road, London W6 8AZ. Our VAT number is GB 438506540.

1.2. Contacting us:

a) If you wish to contact us for information or general queries relating to our products or brands or because you have any feedback or complaints, please contact our Customer Care Department by telephone on 0800 028 2331, or by email at [email protected] or by post at SkinCeuticals Customer Care Department, 255 Hammersmith Road, London W6 8AZ.

b) If you wish to contact us for queries relating to placing an order, making purchases through our Website or deliveries, please contact our Customer Care Department by telephone on 0800 028 2331 or by email at [email protected]

c) If you are emailing us or writing to us please quote your order number (if applicable) to help us identify your order.

d) If we have to contact you or give you notice in writing, we will do so by email or pre-paid post to the email/postal address you provide to us at the time of placing your order.

 

2. USE OF OUR WEBSITE

2.1. Your use of our Website is governed by our Website Terms and Conditions. Please take time to read these as they include important terms which apply to you.

2.2. You may only purchase Products from our Website if you are at least 18 years old.

 

3. AREAS OF DELIVERY

3.1. Products ordered by you on our Website shall be exclusively delivered in the United Kingdom and the Isle of Man. Only orders with an invoicing and delivery address located in the United Kingdom or Isle of Man will be processed.

3.2. The orders for which a P.O box delivery address has been chosen cannot be processed.

3.3. These General Conditions of Sale determine all the steps required to place an order, as described in Paragraph 4 "Order Terms and Conditions" and ensure the follow-up of said order between the parties.

 

4. OUR PRODUCTS

4.1. The Products SKINCEUTICALS offers for sale are those listed on the Website, on the date you consult the Website, within the limit of available stock and subject to these Terms. All Products should be kept out of the reach of children (individuals under 16 years of age).

4.2. The images of the Products on our Website are for illustrative purposes only. The images that illustrate the Products do not fall within the scope of the Contract and SKINCEUTICALS’s liability may not be incurred in connection with any such error. Products purchased may vary slightly from images on our Website.

4.3. The packaging of the Products may vary from that shown on images on our Website.

4.4. Product Availability:

When placing your order, the majority of the Products presented on the SKINCEUTICALS website may be bought online. The Products that cannot be bought online are available through SKINCEUTICALS approved distributors. In order to find the nearest distributor to you, please visit the online store locator.

Products are offered subject to availability. If a Product is not available, you shall be informed thereof as soon as possible. Such information may be provided to you:

a) at the time of placing your order. If a Product that can be bought online is unavailable it will state that the desired Product is out of stock; or

b) following the validation of your order. If a Product becomes unavailable prior to delivery, you will be contacted via email.

4.5. If we are unable to supply you with a Product, for example, because that Product is not in stock or no longer available or because of an error on our Website, we will inform you of this by email and you can decide how you wish to proceed with your order or let us know if you wish to cancel your order.

4.6. If you have already paid for the Products, SKINCEUTICALS will take the necessary steps with Adyen or PayPal (as applicable), SKINCEUTICALS’s designated payment partners, to deduct the price(s) of the Product(s) that is/are unavailable from the amount debited from your bank account as soon as possible. If none of the items ordered are available we will also refund any delivery costs charged as soon as possible.

4.7. No substitute product will be sent to replace the unavailable product.

4.8. SKINCEUTICALS may not be held liable if Products are out of stock or unavailable.

4.9. Retention of title and risk:

a) Product(s) ordered shall remain the property of SKINCEUTICALS until full receipt of the purchase price and all applicable delivery charges by SKINCEUTICALS. If Products have been delivered to you and there is a payment incident or in the event of incomplete or partial payment, you undertake, at your cost, to return the Products to us at our first request.

b) On the date of delivery, the risks (in particular of theft or damage) concerning the Products are transferred to you.

4.10. Samples:

Any samples offered are subject to availability. Any samples provided by SKINCEUTICALS for you to try are for your personal use only.

 

5. PRICES AND PAYMENT

5.1. The prices of the Products are given in pounds sterling. We use our best efforts to ensure that the prices of Products are correct at the time of completing an order. However, please see Clause 5.7 for what happens if we discover an error in the price of the Product(s) you ordered.

5.2. The price of a Product includes VAT at the applicable rate chargeable in the UK on the date of the order. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.

5.3. In the event that you are using a valid promotional code provided by SKINCEUTICALS, this cannot be used in conjunction with another offer or promotion.

5.4. The price invoiced to you is the price stated on the Dispatch Confirmation (as defined below) sent via email by SKINCEUTICALS.

5.5. The prices given do not include the delivery costs, which will be invoiced in addition and specified to you before the order is confirmed and when the order is definitively validated.

5.6. You accept SKINCEUTICALS’s right to modify its prices at any time, however the Products will be invoiced on the basis of the tariffs in force when the order is recorded, subject to the availability of such Products. The tariff in force is that stated on the Website, unless there is a typographical error.

5.7. Our Website contains a large number of Products. It is always possible that, despite our reasonable efforts, some of the Products on our Website may be incorrectly priced. If we discover an error in the price of the Products you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing at the postal address provided during the order process.

Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Products to you at the incorrect price.

5.8. Payment:

All payments must be made immediately over the internet. Unless the server is unavailable, you may pay with a credit or debit card. MasterCard, Visa and Maestro cards are accepted.

You will need to enter:

• the card number;

• the expiry date;

• the name of cardholder; and

• the 3-digit safety code on the back of the card (MasterCard and Visa only).

Banking transactions will be carried out in a secure manner by Adyen or PayPal, SKINCEUTICALS’s designated payment partners.

SKINCEUTICALS reserves the right to refuse all orders or deliveries if the limits stated in the Introduction above are exceeded, if there is an existing dispute with you, in the event of total or partial failure by you to pay for that order or a previous order or if credit/debit card payment authorisation is refused by the banking organisations.

As part of the fight against online fraud, information concerning orders will be checked by Adyen and PayPal.

 

6. PLACING AN ORDER

6.1. You may freely consult the various pages of the Website, with no commitment to order.

6.2. If you wish to place an order, you need to choose the various Products that are of interest, and confirm said interest by clicking on the "Add to Bag" button.

You may at any time:

• obtain a summary of the Products you have selected or modify your order, by clicking on the button "My Bag", which is accessible on the top right of each page;

• continue to select Products by clicking on "Continue Shopping"; and

• complete your selection of Products and order them by clicking on "Checkout".

You then have to identify yourself in the ‘Billing and Delivery’ stage:

• either by entering your email address and password, if you are a registered user on the Website; or

• by proceeding to the checkout page as a guest where you will be requested to provide your email address and delivery and billing information.

If you opt to become a registered user, you accept that entering a user name, as requested, constitutes proof of your identity and evidences your consent to become a registered user of the Website.

Once you have identified yourself in the ‘Secure Payment’ stage, before clicking ‘Pay Now’, an order summary appears on screen, which summarises: the names, quantities and prices of the Products selected by you, the applicable delivery costs, the order total, payment arrangements, your details, the delivery address for the Products, the billing address, contact details of the SKINCEUTICALS Customer Care Department and a link to information about your consumer rights to cancel and return your order at any stage.

6.3. Definitive validation of orders:

At the ‘Secure Payment’ stage you should verify that your shipping address and your billing address are correct. You are then requested to enter your credit/debit card details.

You must read these General Conditions of Sale and the Privacy Policy which can be accessed at the payment stage and tick the "I accept the General Terms and Conditions of Sale and Privacy Policy" box before you click ‘Pay Now’.

Once you have clicked “Pay Now” your order is validated and you will be bound by the order and acknowledge that the placing of the order implies an obligation from you to pay. This is subject to your consumer rights to cancel your order at any stage.

 

7. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US

7.1. Our shopping pages will guide you through the steps you need to take to place an order. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each stage of the order process.

7.2. Once you have entered your details for payment and validated your order, an order acknowledgement page is displayed bearing an order number. This is also sent to you as an order acknowledgement email that summarises: the names, quantities and prices of the Products selected by you, the applicable delivery costs, the order total, your details, the delivery address for the Products, the billing address, contact details of SKINCEUTICALS Customer Services and information about your consumer rights to cancel and return your order at any stage (“Order Acknowledgement”). Please note that this does not mean the order has been accepted. SKINCEUTICALS’s acceptance of your order will take place as described below.

7.3. We will confirm our acceptance to you of your order, and the Contract is formed between us, by sending you an email that confirms that the Products have been shipped (“Dispatch Confirmation”). The Contract between us is formed on the date of the Dispatch Confirmation email. Dispatch Confirmation sets out all the components of the Contract formed between us, including the names, quantities and prices of the Products selected by you, the applicable delivery costs, the order total, your details, the delivery address for the Products, the billing address, contact details of our SKINCEUTICALS Customer Care Department, information about your consumer rights to cancel and return your order at any stage, a link to these General Conditions of Sale. You are advised also to keep a copy (electronic or printed) of the information concerning your order.

7.4. The data recorded by the Website constitutes proof of all the transactions concluded between SKINCEUTICALS and you. In the event of a dispute between SKINCEUTICALS and you on a transaction carried out on the Website, the data recorded by SKINCEUTICALS shall be deemed irrefutable proof of the contents of the transaction.

 

 

8. OUR RIGHT TO VARY THESE TERMS

8.1. SKINCEUTICALS may update these General Conditions of Sale from time to time. Every time you wish to order Products from SKINCEUTICALS, please check these Terms to ensure you understand the terms which will apply at the time of your order and which will apply to the Contract between us.

8.2. We may revise these Terms as they apply to your order from time to time to reflect the following circumstances:

a) changes in relevant laws and regulatory requirements; and/or

b) changes in our business practices.

8.3. If we have to revise these Terms as they apply to your order, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Contract if you are not happy with the changes. You may cancel either in respect of all of the affected Products or just the Products you have yet to receive. If you opt to cancel, you will have to return any relevant Products you have already received and we will arrange a full refund of the price you paid for the relevant Product(s), the delivery charges and the cost of returning the Product(s) to us subject to Clause 10.

 

9. DELIVERY

9.1 Orders are prepared by the logistics centre located at L’Oréal (UK) Limited, Unit 2, Fraser Place, Trafford Park, Manchester, M17 1ED, United Kingdom and then dispatched by the carrier nominated by SKINCEUTICALS (DPD). The estimated delivery time will be included in the Order Acknowledgement and Dispatch Confirmation sent to you. The estimated delivery times set out in the table below are from the date on which you place your order with us. Please note that the delivery time quoted is an estimate only.

Estimated Delivery

Delivery Option*** Estimated Delivery Time

Standard Delivery 3-5 working days*

 

* If order is placed before 11am on a working day. If order is placed after 11am or on any non-working day then estimated delivery will be on the second working day.

*** Delivery costs will be displayed on the checkout page of the Website.

 

† Please note that for delivery to Northern Ireland, Scottish Highlands, islands, Aberdeen and other rural areas an extra working day needs to be taken into account of for these delivery options.

 

9.2. The Products ordered by you will be delivered to the delivery address stated by you when completing your order on our Website and you will need to sign for the delivery (regardless of the Delivery Method selected). You undertake to supply the exact delivery address when placing your order for the Products, which can be different to the billing address you provide.

9.3. If no one is available at your address to take delivery, we will leave you a note to advise that the Products have either been left with a neighbour who has signed for the delivery or to advise that the Products have been returned to our premises. In the latter case, to rearrange delivery please contact our SKINCEUTICALS Customer Care Department by email at [email protected] or by telephone on 0800 028 2331 (Monday to Friday 9am to 5pm).

9.4. Delivery of an order shall be completed when we deliver the Products to the address you give to us when completing your order on our Website and the Products will be your responsibility from that time.

9.5. You own the Products once we have received payment in full, including all applicable delivery charges.

9.6. Delivery problems:

SKINCEUTICALS will not be liable or responsible if your delivery is affected by an Event Outside Our Control (see Clause 13) including in the event of overly long delivery time caused by the transportation services, and in the event of the loss of the Products ordered. If a delivery is late, you must inform our SKINCEUTICALS Customer Care Department as soon as possible, by email sent to [email protected] or by telephone on 0800 028 2331 (Monday to Friday 9am to 5pm). SKINCEUTICALS shall then contact its chosen carrier in order to initiate an enquiry. Enquiries may take some time.

Orders should in any event be delivered at the latest thirty (30) days after the date on which you receive a Dispatch Confirmation email from us.

9.7. Upon receipt of the Products ordered, you must check that the Products are as per your order completed on our Website. Any delivery anomalies (missing or broken Products, parcel damaged, etc.) must be noted by you on the delivery note including the returns form presented to you when the parcel is delivered and must imperatively be notified to our SKINCEUTICALS Customer Care Department, by email sent to [email protected] or by telephone on 0800 028 2331 (Monday to Friday 9am to 5pm) specifying which product does not match the order.

9.8. If we miss the Estimated Delivery Time for any Product(s) then you may cancel your order immediately if any of the following apply:

a) we have refused to deliver the Product(s); or

b) delivery within the Estimated Delivery Time was essential (taking into account all the relevant circumstances) and you specifically communicated this to us before we accepted your order.

9.9. If we miss the Estimated Delivery Time for any Products and you do not wish to cancel your order immediately, or do not have the right to do so under Clause 9.8, you can give us a new time for delivery, which must be reasonable, and you can cancel your order if we do not meet the new time.

9.10. If you do choose to cancel your order for late delivery under Clause 9.8 or 9.9, you can do so for just some of the Products or all of them, unless splitting them up would significantly reduce their value. If the Products have been delivered to you, you will have to return them to us, and we will pay the reasonable costs of this subject to inclusion of an applicable returns delivery receipt. After you cancel your order we will refund any sums you have paid to us for the cancelled Products and their delivery.

9.11. Last orders for Christmas:

Ordering for Christmas? Please see our Website for last order dates for delivery before 25th December.

 

10. YOUR CONSUMER RIGHT OF CANCELLATION, RETURN AND REFUND

10.1. If you are a consumer, you have a legal right to:

a) withdraw from the Contract at any time before the Contract is entered into (i.e. the period from when an order is placed until the Dispatch Confirmation email is sent); or

b) cancel a Contract at any time from when the Contract is entered into (i.e. from the date the Dispatch Confirmation email is sent) until 14 days after the day on which you receive the Product(s).

For example: if we provide you with a Dispatch Confirmation email on 1 January and you receive the Product on 10 January you may cancel at any time between 1 January and the end of the day on 24 January.

10.2. This means that during the relevant periods at 10.1 a) or b) above if you change your mind or decide for any other reason that you do not want to receive or keep a Product, you can notify us of your decision to cancel the Contract and receive a refund. Advice about your legal right to cancel the Contract is available from your Citizen’s Advice Bureau or Trading Standards Office.

10.3. However this cancellation right does not apply in the case of a Contract for the supply of sealed goods which are not suitable for return due to health protection and hygiene reasons, if they become unsealed after delivery. Certain Products are cellophane wrapped and/or contain a seal to be removed before use and fall within the category of ‘sealed goods’.

10.4. To cancel a Contract, you need to let us know that you have decided to cancel. We will email you to confirm we have received your cancellation.

a) The easiest way to do this is to complete the Order Cancellation form on our Website.

b) You can also download a PDF version of the cancellation form which can be printed, completed, scanned and emailed to us at [email protected] or posted to us at:

SkinCeuticals Customer Care Department

L’Oreal UK Ltd

255 Hammersmith Road

London W6 8AZ

c) You may also contact our SkinCeuticals Customer Care Department by telephone on 0800 028 2331 (Monday to Friday 9am to 5pm).

If you contact us please quote your order number to help us identify your order. If you send us your cancellation form by email or post, then your cancellation form is effective from the date you send us the email or post the letter to us. For example, you will have given us notice in time as long as you get your cancellation form into the last post on the last date of the cancellation period or email us before midnight on that day.

10.5. If you cancel your Contract you will need to pay the cost of returning the Product(s) to us and do this as soon as possible and, in any event, no later than 14 days after the date you communicated the cancellation of the Contract. SkinCeuticals does not accept returns with delivery charges due.

a) You must send Product(s) back with the Product Return and Refund Form received with your order to:

SkinCeuticals Customer Care Department

L’Oreal UK Ltd

255 Hammersmith Road

London W6 8AZ

b) You shall assume all reasonable risks linked to the return of Product(s) and take reasonable care thereof whilst in your possession. If you fail to return any Product the direct cost of recovery of that Product by SkinCeuticals shall be borne by you.

c) If you return all of the Product(s) you have ordered you should also return any free samples or free promotional products you may have received within your order.

10.6. If you cancel your Contract we will:

a) refund you the price you paid for the Products. We will refund you using the same means of payment you used for the initial transaction (unless expressly agreed otherwise). Please note we are permitted by law to reduce your refund to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop;

b) refund, only where the full order is returned, any delivery costs you have paid to receive it, although as permitted by law the maximum refund will be the cost of delivery by the least expensive delivery method we offer. For example, if we offer standard delivery of a Product within a certain timeframe at one cost but you select express delivery of a Product within a shorter timeframe at a higher cost, then we will only refund what you would have paid if you had selected the cheapest delivery method we offer. For the avoidance of doubt, if the Standard Delivery method we offer is free then you will not be refunded any delivery costs even if you opted for another delivery method which was not free;

c) make any refunds due to you no later than 14 days after the day on which we receive the Product(s) back from you or, if earlier, the day on which you provide us with evidence (i.e. date stamped written statement from an established postal service provider listing the sender and the recipient) that you have sent the Product(s) back to us.

10.7. If you have returned a Product to us because it is faulty, damaged or you have not received the Product you ordered, we will examine the Product as quickly as possible. If the non-compliant nature of the Product is confirmed by us, we will refund the price of the Product in full. Where the full order is returned we will refund any delivery costs you have paid, although as permitted by law, the maximum refund will be the costs of delivery by the least expensive delivery method we offer (as set out in 11.6 b) above).

We will pay the reasonable delivery costs you incur in returning the Product(s) to us subject to the inclusion of a returns proof of postage receipt. We request that you return such Product(s) to us via the Post Office ‘Royal Mail Signed For’ delivery method.

10.8. Because you are a consumer, we are under a legal duty to supply Products that are in conformity with the Contract. As a consumer, you have legal rights in relation to Products that are faulty or not as described. These legal rights are not affected by your right of return and refund in this clause or anything else in the General Conditions of Sale. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.

10.9. The right of cancellation can only be exercised by you, the purchaser of the Product, and not by a third party.

 

11. HOW WE USE YOUR PERSONAL INFORMATION

11.1. We only use your personal information in accordance with our Privacy Policy. Please take the time to read our Privacy Policy, as it includes important terms which apply to you.

 

12. OUR LIABILITY

12.1. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into this contract.

12.2. We only supply the Products for domestic and private use. You agree not to use the Product for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

12.3. We do not in any way exclude or limit our liability for:

a) death or personal injury caused by our negligence;

b) fraud or fraudulent misrepresentation;

c) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);

d) any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and

e) defective products under the Consumer Protection Act 1987.

 

13. EVENTS OUTSIDE OUR CONTROL

13.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in Clause 13.2.

13.2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes of all natures, lock-outs or other industrial action by third parties, civil commotion, riot, insurrection, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks, severe disturbance in the security of the internet, technical failures, unauthorised access and/or intrusions into the Website’s servers, or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

13.3. If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:

a) we will contact you as soon as reasonably possible to notify you; and

b) our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

13.4. You may cancel a Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will refund the price you have paid, including any delivery charges.

 

 

14. OTHER IMPORTANT TERMS

14.1. We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.

14.2. You may only transfer your rights or you obligations under these Terms to another person if we agree in writing.

14.3. This Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. If one or more stipulations of these Terms is deemed invalid or declared invalid pursuant to a law, regulation or following a definitive decision by a court having jurisdiction, the other stipulations shall retain their full force and scope.

14.4. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. These Terms and the Dispatch Confirmation email sent to you together form a contractual whole and constitute the entirety of the contractual relations between us.

14.5. In the event of a contradiction between these documents, these Terms shall prevail.

14.6. These Terms and the contractual relations between SkinCeuticals and you shall be governed by the laws of England and Wales. This means a contract for the purchase of Products through the Website and any dispute or claim arising out of or in connection with it will be governed by English law. The parties agree that the courts of England and Wales will have exclusive jurisdiction.