WHOLESALE TERMS & CONDITIONS OF SUPPLY

  1. DEFINTIONS AND INTERPRETATION

 

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

Customer” means the person, firm or company buying Products from the Seller.
Order” means the Customer’s offer to purchase Products by sending instructions to Seller to supply them.
Products” mean the consumer goods that Seller is to supply in accordance with these Conditions.
Seller” means Naya Skincare Ltd.

  1. CONTRACTS
    • Seller will sell and Customer will purchase Products in accordance with these Conditions, which will govern the contract between the parties to the exclusion of any other terms. These Conditions supersede any previous standard conditions of sale of the Seller.
    • Orders are accepted subject to availability of Products.
    • In order for a Contract to come into force:
      • the Customer must submit an Order to the Supplier; and
      • the Supplier must send to the Customer an Order confirmation or invoice;
      • and upon the issue of an Order confirmation or invoice by the Supplier a Contract will come into force between the parties.
    • The Supplier may cancel a Contract insofar as it relates to particular Products, by giving to the Customer written notice of cancellation at any time before delivery of those Products, if a Force Majeure Event prevents the delivery of the Products under the Contract on the agreed date or during the agreed period.
    • Customer will not do or authorise any third person to do any act which would or might damage or be inconsistent with the trademarks 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.
    • Seller reserves the right to revise quoted or list prices and discounts on reasonable notice to the Customer. Customer remains free to set the price at which it will sell the Products.
    • Only these Conditions will govern the supply of Products notwithstanding that the Customer may issue a standard form of purchase order or other document that includes terms other than those herein. No addition to or modification of these Conditions shall bind Seller unless accepted by it in writing.
    • Seller reserves the right to alter or amend these Conditions save in respect of Orders already accepted.
    • Customer acknowledges and agrees that:
      (a) It shall inspect the Products to satisfy itself as to their condition.
  1. Delivery
    • Unless otherwise agreed in writing:
      • all Products will be delivered by the Supplier to the Customer’s premises;
      • the Customer will cover the cost for carriage, transport, for the Products;
      • Standard insurance will be applied through the shipping / transportation company.
      • The risk in the Products will pass from the Supplier to the Customer when the Products are delivered to the Customer.
    • Any date or dates for the delivery of the Products agreed by the parties as part of a Contract will not be of the essence of the Contract and the Supplier shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
    • Any delivery dates quoted are an estimate 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. Customer’s representative shall acknowledge receipt of the Products by signing the carrier’s proof of delivery note.
    • 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. Any occurring cost in this circumstance will be covered by the Customer.
    • A minimum handling charge of 15% may be applied to all Products returned to cover Seller occurred cost, exception being to (a) those which are faulty when supplied by the Seller. Unauthorised returns, Products shop-soiled or otherwise not in re-saleable condition on receipt, Products lost in transit or otherwise not received will be subject to an increased handling charge.
    • SHIPPING EXCLUSIONS: Unfortunately, we cannot ship orders to the Republic of Ireland, Channel Islands or Isle of Man.
    • Orders for which a P.O box delivery address has been chosen cannot be processed and deliveries will not be made to these addresses.

Please note that for delivery to Northern Ireland, Scottish Highlands, Islands, Aberdeen and other rural areas in Europe an extra working day needs to be considered for the above delivery options. For these areas, delivery by the “next working day delivery” option will be on the third working day.

  1. CUSTOMER’S OBLIGATIONS
    • The Customer will:
      • work diligently to promote sale of the Products within the Customer’s stores (if applicable);
      • make reasonable efforts to promote the Products within the Customer’s stores (if applicable) by running an advertisement campaign, demonstrations, window and in-store display or any other way of promotion as permitted by the Supplier;
      • give maximum exposure to the Products within the Customer’s stores (if applicable) and ensure that the display of the Products complies with brands requirements;
      • request reasonable technical assistance and / or training to enable the Customer to sell the Products; and
    • The Customer will not:
      • represent to any person that it is an agent or sole or exclusive distributor of the Supplier;
      • pledge or purport to pledge the Supplier’s credit;
      • commit or purport to commit the Supplier to any contracts; or
      • otherwise incur any liability or potential liability on behalf of the Supplier.
      • advertise or make the Products available for sale via any website unless approval is given in the Customer Information Form or written permission to do so is otherwise given.
      • Apply for or register trademarks that include the term “Naya” or any of the Supplier’s product names, capsule names and sub brands.
  • The Customer will not take any action or do anything which would or would be likely to damage the reputation or goodwill of the Supplier, or bring the Supplier into disrepute
  • The Customer will not without the Supplier’s prior written consent make or give any promises, representations, warranties or guarantees:
    • on behalf of the Supplier; or
    • in relation to the Products (other than those set out in a Contract in relation to the Products or otherwise mandatory under applicable law).
  • Without prejudice to the Supplier’s obligations, the Customer must comply with all applicable laws, rules and regulations relating to, and must obtain all licences, permits and approvals required in relation to:
    • the marketing, promotion and advertising of the Products; and
    • import, export, distribution, sale, supply and delivery of the Products.
  • The Customer will not without the Supplier’s prior written consent alter, modify, disassemble, sample or reverse engineer any of the Products
  • The Customer must notify the Supplier if it wishes to sell or distribute the Products via any warehouse or other outlet in the People’s Republic of China (or in any other country or region where it is known that the Products could thereby become subject to pre- or post-market animal testing) and shall not do so without the written consent of the Supplier, which may be withheld at the Supplier’s discretion.
  1. PRICES AND PAYMENT
    • All amounts payable under a Contract are exclusive of all applicable value-added and other taxes and duties which will be payable by the Customer (except for taxes payable on the Supplier’s net income, which will be payable by the Supplier).
    • Prices must be paid by debit card, direct debit, or bank transfer. The Supplier may add a transaction charge in the case of payments by card or PayPal.
    • Prices are calculated on individual Orders. Prices will be those in effect at the date of the Order. Items marked “to follow” receive price calculations applicable to the original Order.
    • Unless otherwise agreed in writing, payment for the Products shall be free of all deductions and due immediately upon receive of invoice (the “due date”) and require Customer to make a payment in advance of any delivery of products ordered. Payment means cleared funds. Payment may not be netted off against promotional invoices or other amounts claimed from the Seller. Unless otherwise authorised in writing, payment for the Products is to be made by Direct Debit. If the Customer fails to make any payment on the due date, then without prejudice to any other right or remedy available to the Seller, the Seller reserves the right to:
      (a) Not make any further deliveries to Customer.
  1. CONFIDENTIALITY
    • 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 the Seller or about any other confidential matters which may come to Customer’s knowledge in the course of its relationship with the Seller. The restriction does not apply to: (a) any use or disclosure authorised by the Seller or as required by law; or (b) any information which is already in, or comes into, the public domain otherwise than through your unauthorised disclosure.
    • Each party will keep confidential the Confidential Information of the other party and will not disclose that Confidential Information except as expressly permitted by this Clause.
    • Each party will protect the confidentiality of the Confidential Information of the other party using at least reasonable security measures.
    • The Confidential Information of a party may be disclosed by the other party to its employees and professional advisers, provided that each recipient is legally bound to protect the confidentiality of the Confidential Information

 

 

CUSTOMER CARE AND CREDIT DEPARTMENT

Email: customerservice@nayaglow.com Address: Kemp House, 152 – 160 City Road, London, EC1V 2NX

PAYMENT

Seller’s terms of payment are upon order and products will be dispatched upon receipt of the full funds. Unless otherwise authorised in writing, payment for the Products is to be made by Direct Debit or bank transfer.

MINIMUM ORDER VALUE

No order will be accepted below a minimum order quantity of 2 cases. Seller reserves the right to charge for delivery of Orders that fall below the minimum order value or for delivery outside Seller’s standard delivery time.