Essential Nails Terms & Conditions

1.1 The definitions and rules of interpretation in this condition apply in these conditions.

Buyer: the person, firm or company who purchases the Goods from the Company. Company: Essential Nail Products Limited. Contract: the contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating the information set out on the Order Form and these conditions. Delivery Point: the place where delivery of the Goods is to take place under condition 4. Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them). Order Form: The Buyer's order for Goods placed on the Website that incorporates these conditions. Working Days: any working day other than a weekend, bank or other public holiday. Website: www.essentialnails.com.

1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3 Words in the singular include the plural and in the plural include the singular.

1.4 A reference to one gender includes a reference to the other gender.

1.5 Condition headings do not affect the interpretation of these conditions.

2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2 These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by either David Simmons or John Grace of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company that is not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.

2.3 Each order or acceptance of a quotation for Goods by the Buyer from the Company (including but not limited to the completion of an Order Form) shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.

2.4 No order placed by the Buyer shall be deemed to be accepted by the Company until the Company delivers the Goods to the Buyer.

2.5 The Buyer shall ensure that the information completed on the Order Form and any other terms of its order and any applicable specification are complete and accurate.

2.6 Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.

3.1 The quantity and description of the Goods shall be as set out in the Order Form.

3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures or on the Website are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.

4.1 The Company shall not despatch any Goods until the full price of the Goods has been received in cleared funds except if the Buyer has selected to pay in instalments where this option is available in which case the Goods will be dispatched on receipt in cleared funds of the first instalment.

4.2 The Goods shall be delivered to the Buyer’s address as is stated on the Order Form or to such other place of delivery as is agreed by the Company in writing prior to delivery of the Goods.

4.3 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.

4.4 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 90 days.

4.5 If for any reason the Buyer fails to accept delivery of any of the Goods or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions:

4.6 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

4.7 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

5.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Buyer gives written notice to the Company of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.

5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6.1 Goods are not supplied on a trial basis and it is the Buyer's responsibility to check their suitability for purpose prior to order.

6.2 Provided the Goods remain unopened and unused the Buyer has the right to cancel the Contract by giving the Company written notice of its intention to do so within 7 Working Days of having received the Goods.

6.3 If the Buyer exercises the right of cancellation in accordance with condition 6.2 after the Goods have already been delivered to the Buyer then the Buyer will be responsible for the cost of returning the Goods and shall take reasonable care to ensure that the Goods are not damaged before they are returned or while in transit.

6.4 Subject to the Buyer complying with condition 6.2 and (where appropriate) condition 6.3 the Company will refund or recredit the Buyer within 30 days for the amount of the Contract price (if any) that the Company has received in cleared funds from the Buyer in respect of the Goods less a handling fee of £60.00.

6.5 If the Buyer purports to cancel the Contract other than in accordance with condition 6.2 and (where appropriate) condition 6.3 the Company shall decide at its sole discretion whether or not to accept the cancellation. If the cancellation is accepted the Company shall be entitled to charge the Buyer (in addition to a handling fee) an amount necessary to put the Goods back into the condition that they had been in prior to delivery to the Buyer.

7.1 The Goods are at the risk of the Buyer from the time of delivery.

7.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:

7.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:

7.4 The Buyer’s right to possession of the Goods shall terminate immediately if:

7.5 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

7.6 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.

7.7 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.

7.8 On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 7 shall remain in effect.

8.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be calculated from the prices and quantities set out on the Order Form.

8.2 The price for the Goods stated on the Order Form shall be exclusive of any value added tax and any administration charges (if applicable).

8.3 Any costs or charges incurred by the Company in relation to the packaging, loading, unloading, carriage and insurance of the Goods may, at the Company's sole discretion, be passed on to the Buyer who shall pay such costs or charges at the same time and in the same manner as they pay for the Goods.

9.1 Subject to condition 9.4, payment of the price for the Goods is due in either Pounds Sterling, Euros, US Dollars, or Swiss Francs at the time(s) and in the manner as is set out on the Order Form.

9.2 Time for payment shall be of the essence.

9.3 No payment shall be deemed to have been received until the Company has received cleared funds.

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

9.5 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

9.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment.

9.7 Should customers choose to pay for goods by "Monthly Payments" on a Credit / Debit card, or by bank transfer or post dated cheques, The Company reserves the right to make reference to debt agencies to ascertain whether any judgements for bad debts are outstanding against the customer, under these circumstances The Company reserves the right to refuse payment for goods by this method. The Company will agree the payment dates with The Customer in advance or The Customer will decide the monthly payment dates when placing the order on-line. Having made such an arrangement The Customer has entered into an agreement with The Company to make payments of the agreed amounts on the due dates. The Company will debit the agreed amounts on the due date.and if such payment is declined, then The Company retains the right to re try the transaction without reference to The Customer, at which point The Company will write to The Customer informing them that The Company has not received a payment as per the arrangement, and request that The Customer contact us to make alternate payment arrangements. If no alternate payment arrangements are made then The Company reserves the right to try to take payment as per the original agreement.

10.1 Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.

10.2 The Company warrants that (subject to the other provisions of these conditions) upon delivery, and for a period of 12 months from the date of delivery, the Goods shall:

10.3 The Company shall not be liable for a breach of either of the warranties in condition 10.2 unless:

10.4 The Company shall not be liable for a breach of either of the warranties in condition 10.2 if:

10.5 Subject to 10.3 and condition 10.4, if any of the Goods do not conform with either of the warranties in condition 10.2 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company's expense, return the Goods or the part of such Goods which is defective to the Company.

10.6 If the Company complies with condition 10.5 it shall have no further liability for a breach of either of the warranties in condition 10.2 in respect of such Goods.

11.1 Subject to condition 4, condition 5 and condition 10, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

11.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

11.3 Nothing in these conditions excludes or limits the liability of the Company:

11.4 Subject to condition 11.2 and condition 11.3:

12.1 The Company may assign the Contract or any part of it to any person, firm or company.

12.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

14.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

14.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

14.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

14.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

14.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

14.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

15.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:

15.2 Communications shall be deemed to have been received:

15.3 Communications addressed to the Company shall be marked for the attention of The Directors.