Training, Seminars & Masterclasses.
All bookings are final, deposits and payments for services are non-refundable. At the managements, sole discretion, we may make an offer of alternative dates or alternative services or alternative goods depending on operational circumstances and availability.
Prepayments, Deposits and Advance payments for products or displays
All Prepayments, Deposits and Advance payments for products or displays are final and non-refundable. At the managements, sole discretion, we may make an offer of alternative products or alternative displays or alternative goods depending on operational circumstances and availability depending on operational circumstances and availability.
Returns and Faults
In order to receive the appropriate refund you must notify us no more than 48 hours from delivery. Items must be returned in the same condition they were received in order to receive a refund. When returning damaged items, ensure they are properly sealed and packaged to avoid damaging any accompanying items as this may affect your refund. Please include your returns & sales order number so we can process your claim as quick as possible. Postage costs will be credited.
Pierre René has no minimum order so you are free to order as little or as much as you like. You can place your orders by telephone, email or fax. Pierre René have a queuing system which means all orders placed will be added to the queue. Generally orders will be sent out the same day, however during busy periods this can increase to 1-2 days from ordering to dispatch.
Postage and Despatch
All orders will be sent standard second class recorded which is normally a 2-3 day delivery (depending on the post). For larger displays delivery can differ between 5-7 days.
Paperwork and Checking Orders
Every order that is sent will include a dispatch note and an invoice. You MUSTcheck all stock against your dispatch note on delivery; if there are any discrepancies on your invoice to the stock that you have received, you must notify head office within 48 hours. If you notify head office after this time we will not be able to credit or refund any items. This is to ensure any issues are solved as quickly as possible. Your invoice will show all items that you have been sent; any items on back order will appear at the bottom of your invoice.
Back Orders and Products Out Of Stock
Pierre René make regular orders to our head office warehouse to maintain our stock levels. At times when products are not in stock a back order is automatically created for you. Any item on back order will be shown on your invoice. When the items are back in stock we will immediately send them to you at no extra cost. If you do not want automatic back orders and prefer to reorder yourself please specify when placing you order.
for ALL sales, purchases, subcontracting,
service provision whether B2B,B2C, personal
sales visits, telephone, fax or email business
Access to and use of the products and services available through this site
are subject to the following terms and conditions. By using this site, you are
agreeing to the terms and conditions contained in this Agreement.
The MakeupPeopleLtd T/as Pierre René is owned and operated by The seller. Copyright in all original
content and compilations are owned by The MakeupPeopleLtd T/as Pierre René and may not be used in whole
or part without its express written consent. The seller is not responsible for the
content of its hosted sites, nor for the content of any programs or downloads
available from this or its hosted sites, nor for any damage incurred due to
downloads from sites belonging to or hosted by The seller.
The statements and opinions in the material contained within this site and
publications and material which may be accessed from The MakeupPeopleLtd T/as Pierre René are those
of the individual contributors or advertisers, as indicated. The seller has used
reasonable care and skill in compiling the content of this site. However, no
warranty is made as to the accuracy or completeness of any information on this
site and The seller accepts no responsibility or liability for any inaccuracy or
errors and omissions, or for any damage, economic or otherwise, or injury to
persons or property arising out of the accessing or use of any files, software and
other materials, instructions, methods or ideas contained on this site or in the
material accessed from it.
Any third party sites which may be accessed through this site are the sole
responsibility of the third party who is posting the site. The seller makes no
warranty as to the accuracy of any information on third party sites and accepts no
liability for any errors and omissions or for any damage or injury to persons or
property arising out of the use or operation of any materials, instructions,
methods or ideas contained on such sites.
Part A: General Sales Terms and Conditions:
In these terms and conditions ‘the seller’ means the Group of companies
located at Unit 21, Matchworks, or any subsidiary or associated company and “the customer” means the purchaser of the goods from the seller under these terms
and conditions or the bailee of the goods or property provided by the seller.
Except only where expressly agreed otherwise by us in writing every sale of
Goods and Services or loan or promotional transaction shall be made subject to
these terms and conditions (“Conditions”). Any conditions other than these
Conditions (whether set out in delivery notes, invoices, letters or howsoever, and
whether specified before or after the date of the Order) are hereby expressly
excluded and shall be null, void and of no effect, with the sole exception of any
special or additional terms validly applicable to this Order under Condition 22.
By accepting Goods and Services from us pursuant to this Order you will be
deemed irrevocably and absolutely to have accepted these Conditions in full.
Every contract of sale between the seller and the customer and every
contract to carry out work in relation to the sale of goods, or goods acquired from
the seller by the customer is subject to these conditions. No variation of these
conditions shall be effective unless expressly made in writing by the seller.
3 Law and Jurisdiction
These terms and conditions and the contract shall be subject to and
construed in all respects in accordance with English Law, and any legal
proceedings that may arise shall be brought in the appropriate courts in England.
4 Delivery and Storage
a) The seller shall not be liable for any failure or delay in delivery or in
performance of the contract either wholly or in part due to causes beyond its
b) Time of delivery of the goods is not to be the essence of any contract.
Any date for delivery given by the seller must only be considered an estimate and
the seller shall not be liable under any circumstances for any loss or damage
whatsoever caused by/or consequent upon any delay.
c) Upon delivery the customer will be responsible for unloading of the
goods and for transportation into the customer’s premises.
d) All goods delivered to the customer’s premises and accepted by the
customer remain the sole responsibility of the customer and the seller shall not
be liable for any loss or damage to the goods thereafter.
e) Any carriage required for goods delivered outside the UK mainland area
will be charged at carrier’s cost.
f) Express deliveries required by the customer will be charged at carrier’s
5 Damaged or Defective goods.
a) The courier company bears responsibility for products damaged in transit
and they will not reimburse if they are not notified by us, immediately (within 24
b) The seller will despatch all delivered goods under a cover of a delivery
note. All shortages, faults, breakages, error or miss-delivery on the goods, or any
damaged goods, should be notified within 24 hours of delivery and following any
such notification and the acceptance of any claim the goods referred to will be
replaced by the seller as soon as practicable. The seller shall have no liability for
claims arriving subsequent to this period.
c) The seller reserves the sole right of determining whether or not any
complaint made by the customer should be accepted.
d) Under no circumstances can any complaint be entertained where the
state or condition complained of results directly or indirectly from the customer’s
action or inaction.
e) The customer will not return any goods, and the seller will not accept any
returned goods without the prior agreement of the seller. Where goods are
returned to the seller, the seller reserves the right to charge a minimum of 25% of
the value of the goods for inspection and handling. I.e. restocking.
(Agreement in the form of a crm number). See returns procedure.
All goods are ordered at the seller’s standard current prices unless
otherwise agreed in writing by the seller. All prices are subject to alteration
without notice. All cost prices quoted are exclusive of VAT. All recommended
retail prices are inclusive of VAT.
a) The seller reserves the right to dispatch goods in case quantities only.
b) The seller reserves the right to charge a small order charge of £5.00
excluding VAT on all orders less than £100 excluding VAT.
8 Terms of payment
a) In respect of Mail Order and Non-Credit accounts, the amount of all
invoices shall be payable in full, prior to delivery of the goods.
b) In the event that credit account customers exceed their credit period in
any respect, the total of all outstanding monies due to the seller shall be due and
c) If an account or part of an account due is not settled by the due date the
seller reserves the right to levy an interest rate of 1/2% a week or part thereof
compounding on a daily basis if the account remains unpaid both before and after
any judgement obtained by the seller in respect of the amount outstanding.
d) If you exceed the agreed terms by late payment all discounts are
retrospectively automatically voided.
e) The customer applying for a strictly thirty day account with the seller
must agree to allow The seller or their agents to make the necessary enquiries to
a credit reference agency. The customer must confirm that any payments made
will be directly applied to their account in chronological order. In other words, the
oldest invoices will be cleared first.
9 Cancellation by the Customer
a) The seller reserves the express right not to accept any cancellation of
any order by a customer. If a cancellation is accepted, the seller reserves the
right to impose at its sole discretion a 25% cancellation charge which shall be
payable by the customer on demand, this is in addition to any other charge.
b) Special non-standard items such as specialised equipment, salon wear
and furniture cannot be cancelled and payment must be made in full.
10 Cancellation by the Seller
The seller reserves the right to determine any order in the event of the
a) If the customer commits any breach of the customer’s obligations to the
b) If any distress or execution is levied on the customer, his property or his
c) If the customer makes or offers to make any arrangement or composition
d) If the customer commits any act of bankruptcy.
e) If any petition or receiving order in bankruptcy is presented or made
against the customer.
f) If the company is a limited company, and any resolution or petition to
wind up the company is passed or presented.
g) If a receiver of the customer’s undertaking, profits or assets or any part
thereof is appointed.
h) If the customer in the seller’s opinion be obtained within a reasonable
amount of time being ordered.
i) If any goods cannot in the seller’s opinion be obtained within a
reasonable time of being ordered.
j) If any goods in the seller’s opinion are not suitable for the customers’
11 Exclusion of Liability
a) The seller shall not be liable for any losses or expenses incurred by the
customer, due to any delay in delivery of goods.
b) Goods are sold on the understanding that they will only be used for their
intended purpose. No responsibility will be accepted by The seller for trained or
untrained personnel without qualified supervision using or misusing equipment
supplied by us.
12 Retention of Title
a) Not withstanding delivery or collection of the goods or of any documents
relating to them the seller will remain the sole and absolute owner of each item of
the goods. Title shall not pass until payment in full has been made of:
i) The price of the goods; and
ii) Any other sums payable in respect of the goods including payable
iii) Any other sums payable (whether due or not) for other goods previously
sold by the seller to the customer and any other sums payable in respect of these
other goods including interest; and
iv) The price for any goods and services and any other sums payable in
respect thereof to any other company forming part of a Group to which the seller
b) For the purposes of these terms and conditions of sale on all goods of
the same description purchased by the customer from the seller and
subsequently used or sold by the customer shall be deemed to have been used
or sold on a “first in first out” basis so that the goods remaining unused or unsold
are deemed to be those most recently purchased. The customer shall unless
otherwise agreed by the seller in writing ensure that all goods which are in the
possession or control of the customer, and the property which remains with the
seller, are stored separately and labelled so that they may be readily identified.
c) The customer may sell any item of the goods in the ordinary course of
business prior to the seller receiving payment in full of such item and in such
event the customer shall hold on trust for the seller and shall account to the seller
for the proceeds of sale of such item.
d) The seller shall be entitled by its employees or agents (and the customer
hereby gives irrevocable licence to the seller for this purpose) to enter upon or
into any land, buildings or vehicles where the goods are stored.
e) Display units and Display Stock and Stock for Display.
i).For the purposes of promoting sales and ensuring correct display
placement there will be instances where we supply a Display unit with Display
Stock on loan, without a loan cost. Display units and Display Stock not charged
for remain the property of the seller and shall be used for the display of the
seller’s products only. Any Display units and Display Stock provided and no
longer required or requested for return by the seller, verbally or in written form
shall be returned to the seller. Any Display stands and Display Stock not returned
within 10 working days from the point of request shall be invoiced to the customer
at the prevailing cost.
ii) For the avoidance of doubt the risk of damage to or loss of the goods
shall pass to the Customer EITHER (if goods are to be delivered up at the seller’s
premises) at the time when the seller notifies the Customer that the goods are
available for collection OR (if goods are to be delivered otherwise than at the
seller’s premises) at the time of delivery or, if the Customer wrongfully fails to
take delivery of the goods, the time when the seller has tendered delivery of the
goods. Notwithstanding delivery and the passing of risk in the goods, title to the
goods shall not pass to the Customer until the seller has received, in cash or
cleared funds, payment in full of the price of the Displays and the contents of
such displays for which payment when it is then due. Until such time as title to the
goods passes to the Customer, the seller shall be entitled at any time to require
the Customer to deliver up the goods to the seller and, if the Customer fails to do
so forthwith, to enter upon any premises of the Customer or any third party where
the goods are stored and repossess the goods. On receipt of notice from the
seller or the happening of any of the following events: a) any notice that a
Receiver or Manager is to be, or has been appointed; b) any notice that a petition
to wind up the Customer is to be, or has been presented; c) any decision by the
Customer to make an arrangement with its creditors; d) any act of bankruptcy or
insolvency committed by the Customer; the Customer’s authority to sell the
seller’s goods shall be withdrawn. The seller shall be entitled at any time while
monies under any contract are outstanding to notify the Customer of its intention
to retake possession of its goods and shall have the right to enter the land or
building of the Customer to take possession of its goods.
13 Retention of Title Warranties and Limitations of Remedies
Your exclusive remedy for any defective Product is limited to the repair or
replacement of the defective Product. The seller may elect which remedy or
combination of remedies to provide in its sole discretion. The seller shall have a
reasonable time after determining that a defective Product exists to repair or
replace a defective Product. The seller’s replacement Product under its limited
warranty will be manufactured from new and serviceable used parts. The seller’s
warranty applies to repaired or replaced Products for the balance of the
applicable period of the original warranty or ninety days from the date of shipment
of a repaired or replaced Product, whichever is longer.
Limitation of Damages: The seller’s entire liability for any defective Product
shall in no event exceed the purchase price for the defective Product. This
limitation applies even if the seller cannot or does not repair or replace any
defective Product and your exclusive remedy fails of its essential purpose.
No Consequential or Other Damages: The seller or its Distributor has no
liability for general, consequential, incidental or special damages. These include
lost profits and the cost of the installation or removal of any Products, the
installation of replacement Products, and inspection, testing, or redesign caused
by any defect or by the repair or replacement of Products arising from a defect in
In the event of training being undertaken by the customer or customer's
employee without a completion or payment of a contractually agreed purchase
will be invoiced to the customer at £400 a day.
The contractually agreed training in consideration of receiving training from
the seller, you are agreeing to use the sellers products for the period of 12
months exclusivity for the services trained.
Part B: Purchase Order Terms and Conditions.
16 DEFINITIONS, GENERAL
“Order” shall mean this (or another) purchase order or any part of it for all or
any Goods and Services or other items for resale or otherwise (“Goods and
“we”, “us” or “the Purchaser” or “the Purchasers Group of companies shall
mean the legal entity whose name appears as the purchaser on the Order or
whom ultimately pays the supplier.
“you” or “the Supplier” shall mean the legal person whose name appears as
the supplier on the Order.
“The Purchasing Group of companies” shall mean any company related by
common shareholders, owners or directors.
Except only where expressly agreed otherwise by us in writing every
purchase of Goods and Services shall be made subject to these terms and
conditions (“Conditions”). Any conditions other than these Conditions (whether
set out in delivery notes, invoices, letters or howsoever, and whether specified
before or after the date of the Order) are hereby expressly excluded and shall be
null, void and of no effect, with the sole exception of any special or additional
terms validly applicable to this Order under Condition 22.
By delivering Goods and Services to us pursuant to this Order you will be
deemed irrevocably and absolutely to have accepted these Conditions in full.
We accept no liability whatsoever, howsoever and whenever such liability
may arise, for any Goods and Services unless an Order has been placed and / or
amended on our behalf, by a director or other duly authorised member of our
Purchasing Department on our official Purchase Order Form.
In certain cases it may be expedient to make a commitment verbally prior to
the issue of an Order. In such cases only those verbal commitments
subsequently followed up with an Order duly placed on our official Purchase
Order Form will be considered binding upon us.
3. INSPECTION AND TESTING
Prior to delivery you shall inspect and test the Goods and Services for total
compliance with the Order. In assessing the Goods and Services as to their
fitness for use, you agree that we shall be deemed to have relied upon your skill
and judgement in this respect.
You will grant to us or our nominated representatives the right of access, at
all reasonable times for the purpose of checking progress and carrying out or
witnessing tests and / or inspection procedures.
Any such tests or inspections as we may carry out shall not in any way
diminish, affect or impair your obligations hereunder.
4. QUALITY ASSURANCE
Without prejudice to your obligations and to our rights generally hereunder,
you will guarantee to us (and to our customers) the quality of the Goods and
Services and their fitness for the purpose for which they are intended.
The guarantee period shall be 12 months from the date of delivery unless
otherwise specified on the Order.
If during the guarantee period any defect in the Goods and Services shall
be discovered or arise, under normal use, that is attributable to faulty design,
materials or workmanship, you shall remedy the defect by replacement entirely at
your own expense.
The provisions of this Condition shall apply to Goods and Services so
replaced with effect from the date of acceptance by us of such replacement as
satisfactory. However, our rights resulting from any defects in the Goods and
Services shall not be prejudiced in any way whatsoever by such acceptance.
You will not be entitled to reject any claim in respect of any defect arising
within the Guarantee period on the basis that we failed to make the complaint
during such period.
5. WARRANTIES AND REPRESENTATIONS
By delivery of the Goods and Services, you warrant and represent to us
that the Goods and Services shall:
(a) conform in every respect with any specifications, designs, drawings,
samples, or descriptions which you have supplied to us as well as to any
latest relevant British Standard Specification and United Kingdom and
European Union legislative requirements; and
(b) be of the very best quality; and
(c) be fit for their purpose where such purpose was expressly drawn to your
attention or was apparent by implication from the nature of the Goods and
(d) be free from defect in performance, safety, materials and workmanship.
You further warrant that the Goods and Services will be as safe as persons
purchasing, consuming or using them generally are entitled to expect in all the
circumstances and that all and any appropriate quality control and testing will
have been carried out on the Goods and Services.
You further warrant that the Goods and Services and their design,
construction, quality, packaging and labelling comply in all respects with the
relevant requirements of any statute, statutory rule, instrument or order in those
jurisdictions in which we operate.
We shall be entitled to rely on any representation made to us by you or on
your behalf at any time concerning you or any aspect of the Goods and Services.
In the event of a recruitment agency we shall hold the agency liable for any
difference in sales reached and a correct chronological proportion of 5 times the
annual salary applied as a target pro rata during the first year. The difference will
be offset against any unpaid invoices of the recruitment agency at any time.
6. PRODUCT LIABILITY, PATENTS AND COPYRIGHT INDEMNITY
You will indemnify us and keep us indemnified at all times against all or any
liability, loss, damages, claims, costs and expenses of whatever nature and
howsoever arising or incurred by us:
(a) if the Goods and Services cause injury to any person (whether a customer
or not) or damage to any property from inherent vice or by reason of faulty
design, materials or workmanship or otherwise because they are not in
accordance with the warranties and representations set out in any part of
Condition 5; or
(b) if you or your employees, contractors or agents fail to comply with any
statute, statutory rule, order, directive or regulation or any obligation
imposed by these Conditions; or
(c) if any person (whether a customer or not) suffers injury or loss of any kind
as a direct or indirect result of their supply, purchase or use of the Goods
and Services; or
(d) as a direct or indirect result of any claim made by any person in respect of
any infringement or alleged infringement of any patent, trademark,
registered design or copyright or other proprietary rights whether in the
United Kingdom or elsewhere and resulting directly or indirectly from the
design, manufacture, use, supply or re-supply of the Goods and Services.
Any patent, industrial property and design rights or copyright in Goods and
Services supplied to our design or to our specification shall vest in us. You
undertake, if called upon, to assign such rights to us in writing. You
unconditionally and irrevocably waive all moral rights that may exist in any Goods
and Services created in fulfilment of this Order.
7. DELIVERY AND PACKAGING
Time shall be of the essence of the Order, provided that we may by notice
adjust the specified date of delivery.
Unless otherwise specified by us delivery of the Goods and Services shall
be effected by you, at your own risk and expense (including the risk of
deterioration in the Goods and Services necessarily incident to the course of
transit) at the place and on the date specified in this Order. Delivery is completed
when the Goods and Services are off-loaded from the delivery vehicle and have
been accepted by us at the place for delivery in accordance with the terms of the
In the event of Goods and Services complying exactly with this Order not
being made available on the date specified on this Order, we reserve the right to
require you to deliver the Goods and Services on another date and / or to another
delivery location at your expense; alternatively we may elect to cancel this Order
or any part thereof and shall be under no liability whatsoever for so doing,
You will package the Goods and Services in a manner suitable for transit
and / or storage at no extra cost to us.
8. DETERIORATION OF GOODS AND SERVICES
If the Goods and Services are perishable or have a life expectancy of a
fixed duration, or if there are any circumstances known to you, which would
adversely affect the life-span of the Goods and Services, you will forthwith advise
us in writing of all necessary and appropriate information relating thereto and
such information will form part of the description of the Goods and Services which
will be packaged and labeled accordingly.
9. PASSING OF PROPERTY AND TITLE
Property in the Goods and Services shall pass upon acceptance by us of
the Goods and Services at the point of delivery specified on this Order.
Delivery by you of the Goods and Services shall constitute your irrevocable
consent to the passing to us of title and shall further constitute your
absolute and irrevocable confirmation that any term in any document
purporting to reserve title to you pending payment by us for the Goods and
Services (or for any other reason) shall be null, void and of no effect.
10. INSTALMENTS AND CALL-OFF
Where the Goods and Services are contracted to be delivered by
instalments or by call-off by us:
(a) we shall have the right to treat any breach by you of your obligations as
regards one or more instalments or call-offs as a repudiation entitling us to
repudiate further performance and to recover damages for the breach; and
(b) (b) the acceptance by us of any one or more instalments or call-offs
notwithstanding, a breach of your obligations shall not prejudice or restrict
any of our rights in respect of any other breach by you.
11. REJECTION AND RESCISSION
If you fail to comply with the terms of the Order (including any of these
Conditions and whether as to the whole or part of the Goods and Services
comprising the Order) we shall be entitled (whether or not the Goods and
Services or any part of the Goods and Services have then been accepted by us)
to any one or more of the following remedies at our discretion:
(a) to treat such breach by you of your obligations as a repudiation entitling us
to repudiate further performance and to recover damages for the breach
and without any liability to you (in particular for payment on a partial
performance or quantum meruit basis);
(b) to reject and return the Goods and Services, or to require you to collect
them or any part thereof, at your expense. We shall be entitled to be repaid
in full for any Goods and Services so returned for which we have paid you;
(c) to give you the opportunity to replace or repair the Goods and Services or
reinstate them at your expense so that they comply with the terms of the
(d) to refuse to accept any further deliveries or instalments of the Goods and
Services or any part thereof without liability to you; and
(e) to claim such damage as we may have sustained in consequence of any
breach of contract including loss of profit and the expenses of obtaining
Goods and Services to replace those which have been rejected or have not
The rights set out in this Condition 11 shall be in addition to and without
prejudice to any other rights or remedies we may otherwise have.
12. INSURANCE ARRANGEMENTS
You shall keep in force, at all times whilst you have any potential,
contingent or actual liability under Condition 6 or under any other of these
Conditions, insurance cover to a minimum value of £5 million covering your
You will hold any insurance monies payable to you pursuant to such
insurance cover in trust for us in a designated account separate from your own
This Order and the subject matter thereof shall be treated as confidential
between the parties and shall not be disclosed to any third party for any reason
without our prior written consent.
You will not use our, name, trademarks, brands or other identity (or those of
any of our associated companies or trading partners) for advertising, marketing or
publicity purposes without our prior written consent.
You will not, without our prior written consent, copy, publicise, or make
available to any third party any drawings, designs, patterns, written instructions,
specifications, or other information supplied by us or our agents, or produced by
you for the purposes of this Order, and the same shall remain our property at all
times and will be returned to us, on demand free of charge. You shall not use the
same for any purpose other than to complete the Order.
14. FORCE MAJEURE
We shall not be liable to you for failure to accept delivery of the Goods and
Services resulting from any breakdown of our, or any other person’s, plant,
equipment or apparatus, flood, fire, explosion, accident, strike, lockout or any
other event or cause beyond our control.
If you fail to perform any part of this Order by reason of any event or cause
specified in this Condition, we may at our discretion suspend or cancel the
delivery of the Goods and Services and / or performance of this Order without
any liability to you for payment. If suspension continues for a period unacceptable
to us, we may then cancel the Order without liability to you.
15. ASSIGNMENT AND SUB-CONTRACTING
You shall not without our prior written consent, assign, transfer or subcontract
any part or all of the Order to any third party.
We shall be entitled to assign or transfer all or any part of this Order to any
16. OTHER TERMS
16.1 All deposits given by the purchaser for any reason
are fully refundable upon demand prior signed acceptance of
goods and services without recourse
16.2 Deposits bear interest at 4% over base from the agreed date of the
supply. In the case of late delivery until the date of delivery
16.3 In the event of any dispute or specification not written down the
purchaser’s opinion is decisive
16.4 Late delivery and/or late completion penalties are attributable at the rate
of 2% of the principle amount per week payable to the company until the actual
supply date or agreed cancellation date
No admission, act or omission made by us, our agents or servants or on
our part during the continuance of this Order shall constitute a waiver of or
release you from any liability under any of its terms.
We shall have the right at any time to set off against any sums due to you
the amount of any claim we have against you or the amount of any monies due to
us from you.
Unless otherwise agreed in writing or otherwise specifically stated by us in
the Order, and subject to the Goods and Services and their delivery conforming
in all respects with this Order and to the invoice for such Goods and Services
being in accordance with the price agreed for them, we shall pay for the Goods
and Services within 60 days of the end of the month following either the month in
which the invoice for such Goods and Services is received or, if later, the month
in which the Goods and Services are delivered. We may choose to pay in sterling
and / or in Euros. In the case of late payment no penalties can apply to us nor
can any interest or costs be attributed to us in any event.
We have the right to renegotiate payment terms at any point in time without
penalty or recourse to us and may do so without affecting any of the other terms
of our order unless we wish them to be deemed altered.
In addition to any rights we may have under these Conditions or generally
by operation of law, we shall be entitled to terminate the Order by written notice
without liability and to refuse to accept any Goods and Services not delivered and
accepted at the date of such notice provided that we shall pay to you the agreed
price of Goods and Services delivered and accepted by us at the date of such
notice and not already paid for.
We shall be entitled to terminate this Order without liability if you are in
breach of contract of any other Order or contract made with us or another
Any notice may be served by posting it in a first class prepaid envelope to
the last known address of the other party or at a registered office (as the case
may be) and shall be deemed to have been served at the time at which the notice
so posted would have been delivered in the ordinary course of post.
21. GOVERNING LAW
This Order shall be construed and have effect in all respects in accordance
with English Law and shall be subject to the jurisdiction of the English courts.
22. SPECIAL TERMS
Should any special or additional terms be applicable to the Order they will
be set out in writing on the Order or in an appendix affixed to the Order, or in the
form of a separate written agreement referring to this Order.
Where such terms are in conflict with these Conditions, the special or
additional terms will prevail provided that they have been properly recorded in
accordance with this Condition.
23. BANKRUPTCY OR LIQUIDATION
If you shall become bankrupt or shall make any composition or
arrangement with your creditors or shall purport so to do or (being a company) if
any resolution shall be proposed, petition be presented or an order of the Court
be made that you be wound-up or have an administrator appointed (save for the
purposes of reconstruction or amalgamation) or a receiver or manager be
appointed by any creditor, or you propose a voluntary arrangement with your
creditors, or any act shall be done which would cause any of the foregoing to be
done, we shall be entitled to determine the Order by written notice to you, but
such notice shall be without prejudice to any other right or action which we may
have at the date of same.
24. CONFIDENTIAL INFORMATION
24.1 The Supplier shall not, at any time after the date of any single
supply, make use of or disclose or divulge to any person (other than to
officers or employees of any member of the Purchasing Group of
companies whose province it is to know the same) any Confidential
Information (as defined below) relating to any member of the Purchasing
Group of companies unless: (A) required by law or any governmental or
regulatory body in any jurisdiction; or (B) the relevant information was or
becomes in the public domain (other than by reason of a breach of this
Section 1.1 by The Supplier). In addition, if, in connection with the business
or affairs of any member of the
Group, The Supplier shall have obtained Confidential Information belonging
to any third party under an agreement purporting to bind any member of the
Purchasing Group of companies which contained restrictions on disclosure,
he will not, without the previous written consent of the Purchasers and, if
appropriate, the relevant third party at any time infringe such restrictions.
24..2 “Confidential Information ” means any and all information
regarding or related to the Company, including all Intellectual Property, the
Supplier and/or any third-party entrusted or made available to The Supplier,
whether in writing, in computer form or conveyed orally, or developed by
the Sellers, at any time prior to or after the date of this Agreement, that:
(1) relates to either the Purchasing Group of companies or its brand
owners, clients, talent, producers, designers, programmers, distributors,
merchandisers, advertisers, or employees; (2) the Purchasing Group of
companies, as applicable, treats as confidential and does not customarily
use outside of its business without imposing duties of confidentiality on the
recipient; (3) is not generally known by others; and (4) gives the
Purchasing Group of companies, as applicable, a competitive advantage
over others who do not have access to this information; provided, that, The
Supplier’s personal contact list by itself shall in no event be considered
Confidential Information. Examples of Confidential Information include,
without limitation: (i) the identities of and information concerning the brand
owners, clients, talent, producers, designers, programmers, distributors,
merchandisers, advertisers or employees; (ii) strategies, approaches,
business methods, and frameworks for on-going and future programming,
merchandising and advertising; (iii) non-public financial information,
including, but not limited to, financial and/or investment performance
information, forecasts, budgets and data; and (iv) information about the
Purchasing Group of companies pending or proposed business
transactions and proposed and/or ongoing acquisitions, joint ventures, and
strategic alliances. Confidential Information includes combinations of
information, some of whose individual elements may be known but which,
in the aggregate, derive actual or potential economic value by reason of not
being known to others who could benefit from them. The Supplier
recognizes that the Purchasing Group of companies has invested
considerable amounts of time and money in developing and maintaining
this Confidential Information, and any unauthorized use or disclosure of
such Confidential Information in any form or manner would irreparably harm
the Purchasing Group of companies.
24.3 Upon request by the Purchasing Group of companies, The
Supplier shall return to the Purchasing Group of companies all Confidential
Information, in any form or media, and all copies thereof, and shall delete
all Confidential Information from any computers or other electronic memory
devices, including, without limitation, portable USB storage devices, PDAs,
and cell phones, that The Supplier owns or uses, for the purpose of
ensuring that the Confidential Information and business relationships will
not be put at risk in any new position The Supplier may assume.
25. NON-COMPETITION, NON-SOLICITATION AND NON-RECRUITMENT
25.1 The Supplier acknowledges that the goodwill of the Purchasing
Group of companies, and The Supplier’s own personal knowledge of and/or
involvement in the operations and merger negotiations of the Purchasing
Group of companies, extends world-wide. The Supplier further
acknowledges that, in view of The Supplier’s position with the Company
and in furtherance of and in consideration of the Purchasing Group of
companies purchase of supplies or services, a restriction on The Supplier’s
competitive activities entered into in connection with The Supplier’s sale
supplies or services, is both reasonable and narrowly tailored to protect the
assets it has developed and that the Purchasing Group of companies is
acquiring pursuant to this agreement, including, without limitation, the
Company’s Confidential Information, the brand owners, its client, talent,
producer, designer, programmer, distributor, merchandiser, advertiser,
employee, and other business relationships and to prevent unfair
competition. The Supplier further acknowledges that he will have access
to, develop, and maintain Confidential Information and that, as a provider to
the Purchasing Group of companies, he will honour this agreement in full.
25.2 To protect the Purchasing Group of companies legitimate
business interests, including its Confidential Information and business
relationships, The Supplier shall not, directly or indirectly through any entity,
without the prior written consent of the Purchasing Group of companies, for
his own benefit or the benefit of any third party:
(i) for the period of five years after the last supply, within any
country in which the Company or any of the Subsidiaries is carrying on
business at Completion, or in any Relevant Territory at the date of the last
supply either on his own account or in conjunction with or on behalf of any
other person, carry on or be engaged, concerned or interested, directly or
indirectly, whether as shareholder, director, partner, agent or otherwise, in
carrying on any business which competes with the business carried on by
the Company or any of the Subsidiaries at Completion (other than as a
holder of shares in a company carrying on such a business where the
shareholding is for investment purposes only and does not confer any
control over the business in question);
(ii) for a period of five (5) years after the last supply, identify, solicit,
approach, cause to be solicited or approached, assist any other person or
entity in soliciting or approaching, or accept any business from any person
or entity who shall at any time within the year preceding the last supply
have been (a) the brand owners ,a client, talent, producer, designer,
programmer, distributor, merchandiser, or advertiser of the Purchasing
Group of companies, (b) a party or prospective party to an agreement with
the Purchasing Group of companies, or (c) a representative or agent of the
brand owners of any client, talent, producer, designer, programmer,
distributor, merchandiser, or advertiser of the Purchasing Group of
companies for the purpose of offering to that person or entity goods or
services which are of the same type as or similar to any goods or services
supplied by the Purchasing Group of companies at the last supply;
(iii) for the period of five years after the last supply, either on his
own account or in conjunction with or on behalf of any other person,
interfere or seek to interfere with the continuance of supplies to the
Purchasing Group of companies or any of the Subsidiaries from any person
who shall at any time within the 12 months preceding Completion have
been a supplier of goods or services to the Purchasing Group of companies
or any of the Subsidiaries;
(iv) for the period of five years after the last supply, either on his own
account or in conjunction with or on behalf of any other person, solicit or
entice or hire away or attempt to solicit or entice or hire away from any
member of the Purchasing Group of companies, offer employment to or
offer to conclude any contract of services with, any person who is at the
time of the last supply or who was at any time during the period of six
months immediately preceding the last supply employed in a managerial,
supervisory, technical or sales capacity by, or engaged as a consultant to
the Purchasing Group of companies or any member of the Purchasing
Group of companies and who remains so employed or engaged in the six
months prior to the relevant breach of this clause 2.2(iv) (whether or not
such person would commit a breach of contract by reason of leaving such
employment or engagement);
(v) at any time hereafter in relation to any trade, business or
company use a trade name, trade or service mark, design or logo including
the words "TheMakeupPeopleLtd" “Nailworx”, “Pierre Rene Professional”
“American Nails”” or “Alessandro” or any words confusingly similar thereto
in such a way as to be capable of or likely to be confused with any trade
name, trade or service mark, design or logo used by any member of the
Purchasing Group of companies at the time of the last supply (whether
registered or not); and
(vi) for the period of five years after the last supply, be involved in or
concerned in any business or with any employee or employees of the
Purchasing Group of companies which competes with the Purchasing
Group of companies. For the purposes of this clause, it is understood that
a business competes with the Format if it involves distribution of cosmetic
products or any business that contains elements similar to the Format, or
any part of the business activities that constitute the business such as
(vii) with relevance to employees of the Purchasing Group of
companies it is specifically noted that any skills homed and developed
whilst employees of the Purchasing Group of companies that they use as
part of the paid employment or skills generally used as part of their
employment that they are remunerated for are specifically protected from
solicitation or enticement by the supplier who may seek to take advantage
of the time, cost and effort undertaken by the Purchasing Group of
companies to procure and develop such employees, for cheap exploitative
labour without undertaking the onus of full employment, in other words
offering “work on the side.” The Purchasing Group of companies take great
exception to this and would seek punitive measures from the courts to
remedy this situation.
26.1 Injunctive Relief.
The Supplier hereby agrees that any breach or threatened breach by
him of any of the restrictions contained in this Agreement shall severely and
irreparably injure the Purchasing Group of companies and that any remedy
at law for any breach or threatened breach by him of any such provisions
shall be inadequate. Therefore, The Supplier agrees that the Purchasing
Group of companies may, in addition to, and not in lieu of, all other
remedies to which it is entitled under the Purchasing Terms and Conditions,
and proper evidentiary showing, obtain expedited temporary or preliminary
equitable relief, including a temporary restraining order and/or preliminary
injunction (or similar order) from any court having personal jurisdiction over
26.2 Reasonable Restrictions .
The Supplier acknowledges and agrees that the restrictions and
covenants contained in this Agreement are reasonably necessary to protect
the goodwill and legitimate business interests of the Purchasing Group of
companies, including, without limitation, the Purchasing Group of
companies Confidential Information and other business relationships and
that the restrictions are not overbroad or unfair (including in duration,
geographic territory or scope). The Supplier understands that the
covenants set forth herein are essential elements of the consideration
underlying the purchasing terms and conditions.
Standard Purchasing Terms & Conditions for the Purchasing Group of
companies located at
Unit 21, Off Banks Road, L19 2RF.
Tel: +44(0)151 421 1234
Fax: +44(0)151 421 0500
Part C: General Terms and Conditions applicable
to sales, purchases and provision of services:
A group of companies trading from L’Institut, Unit 21, Off Banks Road, Liverpool, L19 2RF
including but not limited to "TheMakeupPeople “Pierre Rene Professional”
“American Nails”, Nailworx and NMUA. The seller or the Purchaser in respect of
either the conditions of sale or purchasing whichever is relevant to the
appropriate transaction or series of transactions
(the "Disclosing Party");
the buyer or supplier in respect of either the conditions of sale or purchasing
whichever is relevant to the appropriate transaction or series of transactions
(the "Receiving Party"),
collectively referred to as the "Parties".
The Receiving Party understands that the Disclosing Party has disclosed or may
disclose information relating to confidential data, for example, business plans,
data reports, methods of doing business, customer lists, client names, details and
data, price lists, studies, findings and ideas, the receiving party may be working
on behalf of the disclosing party and become privy to information or persons
through this role which would all be considered confidential information but is not
limited to these items, which to the extent previously, presently, or subsequently
disclosed to the Receiving Party is hereinafter referred to as "Proprietary
Information" of the Disclosing Party.
This Agreement, shall obligate the undersigned parties and their partners,
associates, employers, affiliates, subsidiaries, parents, company, nominees,
representatives, employees, successors, clients, and assigns, hereinafter
referred to as (the"Parties"), jointly, severally, mutually and reciprocally for the
terms and conditions expressly stated and agreed to below, and that this
agreement may be referenced from time to time in any document (s) or
agreements. The terms and conditions of this agreement apply to any exchange
of information written or oral, involving any business related information,
personal or corporate names, contract initiated by or involving the "Parties", and
any additional, renewal, extension. roll-over. amendment, re-negotiation, or new
agreement, hereinafter referred to as the "agreement" for the purpose of all
business between the parties now and in the future.
NOW, THEREFORE, IT IS AGREED:
1. The "Parties" intending to be legally bound, hereby irrevocably agree, and
guarantee each other they shall not, directly or indirectly interfere with,
circumvent or attempt to circumvent, avoid, by-pass, or obviate each other's
interest, or the interest or relationship between the "Parties" with producers,
celebrities, agents, managers, media people, television company employees or
sub-contractors, sellers, buyers, brokers, dealers, distributors, financial
institutions, technology owners, developers or manufacturers, to change,
increase or avoid directly or indirectly payment of established or to be established
fees, commissions, or continuance of pre-established relationship or intervene in
non-contracted relationship with manufacturers or technology owners with
intermediaries, celebrities, agents, managers, media people, television company
employees or sub-contractors entrepreneurs, legal counsel, or initiate buy/sell
relationships, or transactional relationships that by-pass one of the "Parties" with
any corporation, producer, technology owner, partnership, or individual revealed
or introduced by one of the "Parties" to one another in connection with any ongoing
or future "transaction" or "project".
In consideration of the disclosure of Proprietary Information by the Disclosing
Party, the Receiving Party hereby agrees:
(i) to hold the Proprietary Information in strict confidence and to take all
reasonable precautions to protect such Proprietary Information (including, without
limitation, all precautions the Receiving Party employs with respect to its own
(ii) not to disclose any such Proprietary Information or any information derived
therefrom to any third person,
(iii) not to make any use whatsoever at any time of such Proprietary Information
except to evaluate internally its relationship with the Disclosing Party, and
(iv) not to copy or reverse engineer any such Proprietary Information. The
Receiving Party shall procure that its employees, agents and sub-contractors to
whom Proprietary Information is disclosed or who have access to Proprietary
Information sign a nondisclosure or similar agreement in content substantially
similar to this Agreement
Without granting any right or license, the Disclosing Party agrees that the
foregoing shall not apply with respect to any information after five years following
the disclosure thereof or any information that the Receiving Party can document
(i) is or becomes (through no improper action or inaction by the Receiving Party
or any affiliate, agent, consultant or employee) generally available to the public,
(ii) was in its possession or known by it prior to receipt from the Disclosing Party
as evidenced in writing, except to the extent that such information was unlawfully
(iii) was rightfully disclosed to it by a third party, or
(iv) was independently developed without use of any Proprietary Information of
the Disclosing Party. The Receiving Party may make disclosures required by law
or court order provided the Receiving Party uses diligent reasonable efforts to
limit disclosure and has allowed the Disclosing Party to seek a protective order.
Immediately upon the written request by the Disclosing Party at any time, the
Receiving Party will return to the Disclosing Party all Proprietary Information and
all documents or media containing any such Proprietary Information and any and
all copies or extracts thereof, save that where such Proprietary Information is a
form incapable of return or has been copied or transcribed into another
document, it shall be destroyed or erased, as appropriate.
The Receiving Party understands that nothing herein
(i) requires the disclosure of any Proprietary Information or
(ii) requires the Disclosing Party to proceed with any transaction or relationship.
The Receiving Party further acknowledges and agrees that no representation or
warranty, express or implied, is or will be made, and no responsibility or liability is
or will be accepted by the Disclosing Party, or by any of its respective directors,
officers, employees, agents or advisers, as to, or in relation to, the accuracy of
completeness of any Proprietary Information made available to the Receiving
Party or its advisers; it is responsible for making its own evaluation of such
This is to reaffirm that the Receiving Party as individuals and as duly authorized
officers of the named corporations, separately and individually, hereby agree to
keep confidential the names, telephone information of the banks, trusts, lenders
or borrowers, lending institutions, corporations, buyers, sellers, celebrities,
agents, managers, media people, television company employees or subcontractors,
companies, consultants groups and individuals introduced by the
Disclosing Party or of their associates. Such information is considered the
property of the Disclosing Party.
The Receiving Party acknowledges that, without the Disclosing Party's written
permission, no effort shall be made to circumvent these terms and/or make
contact with the Disclosing Party's contacts and/or customers or celebrities,
agents, managers, media people, television company employees or subcontractors
in an attempt to gain funds, gain publicity benefits through
relationships, commissions, fees, remunerations, or any other considerations to
the benefit of the Receiving Party.
The failure of either party to enforce its rights under this Agreement at any time
for any period shall not be construed as a waiver of such rights. If any part, term
or provision of this Agreement is held to be illegal or unenforceable neither the
validity, nor enforceability of the remainder of this Agreement shall be affected.
Neither Party shall assign or transfer all or any part of its rights under this
Agreement without the consent of the other Party. This Agreement may not be
amended for any other reason without the prior written agreement of both Parties.
This Agreement constitutes the entire understanding between the Parties relating
to the subject matter hereof unless any representation or warranty made about
this Agreement was made fraudulently and supersedes all prior representations,
writings, negotiations or understandings with respect hereto.
This Agreement shall be governed by the laws of the jurisdiction in which the
Disclosing Party is located (or if the Disclosing Party is based in more than one
country, the country in which its headquarters are located) (the "Territory") and
the parties agree to submit disputes arising out of or in connection with this
Agreement to the non-exclusive of the courts in the Territory.
4. Legal remedy for breach of any of the above agreed to covenants shall be
governed by the laws of London, England. In the event that an amicable
settlement cannot be agreed to by mutual discussion and/or arbitration by a third
party, each of the "Parties" subject to the declared breach shall be responsible for
their own legal expenses, until a settlement or judgment is reached, provided
however, that the party found in default by a judgment shall compensate in full
the aggrieved party for all of its legal expenses, notwithstanding any other
provisions of the judgment.
Each representative signing below avows that he is duly empowered by his
respectively named company.
Essentially, the spirit behind the Agreement is one of mutual trust and of the
reliance upon each other to do what is fair and equitable.
This Agreement shall be effective upon acceptance of goods, services or displays
by the customer as in Part A or the supplier accepting a purchase order or work
order or a subcontractor accepting a job in Part B or both parties signing an
agreement to this effect.
CONFIDENTIAL AND NON-CIRCUMVENTION AGREEMENT.
THE PARTIES AGREE THAT FACSIMILE COPIES OF THIS AGREEMENT
WILL BE CONSIDERED THE SAME AS ORIGINALS.
Standard Terms & Conditions for the Purchasing Group of companies
Unit 21, Off Banks Road, Liverpool, L19 2RF.
Tel: +44(0)151 421 1234
Fax: +44(0)151 421 0500