Without prejudice to any other rights we may have, the Supplier warrants that:

(a) the Goods will conform in all respects with the Order provided to the Supplier by us;

(b) the Goods will be of satisfactory quality and be without fault;

(c) the Goods will be of recent manufacture, which shall not be greater than six months unless as may be agreed between the parties

(d) under no circumstances shall Goods be supplied where such goods may be identified as expired or otherwise exceeding the manufacturer’s recommended useable life or sell-by date;

(e) use of the Goods does not infringe any and all trademark rights, copyrights, or any other industrial or intellectual property rights of third parties (“IP Holders”);

(f) the delivered goods have been brought to market by the IP Holder itself, or with its permission, in the United Kingdom and the countries of the European Economic Area (EEA);

(g) the delivered Goods are fit for sale in the United Kingdom and the EEA, and that they may be freely traded in these markets;

(h) be unaltered from the original specification as manufactured, including but not limited to packaging, labelling, form, formulation, ingredients and language, except as may be agreed in writing by us; and

(i) will be provided in accordance with any and all applicable legislation, regulations, rules and codes of conduct practice, from time to time in force, including in particular EC Regulation 2009/1223 and the Cosmetic Products Enforcement Regulations 2013, Schedule 34 of the Product Safety and Metrology Statutory Instrument, and any other applicable statute or regulation applicable to trade of the Goods within the United Kingdom.

The Supplier shall:

(a) Supply the Goods at the time or within the period specified in the Order or if no dates are so specified in the Order, delivery shall be within a reasonable time and in the event no time is specified, within 10 working days of the date of the Order;

(b) allocate sufficient resources to the Supply to enable it to comply with the obligations set out in condition 4.1(a) above; and

(c) provide us in good time with any instructions or other information required by the Supplier to enable the Supply.

The Supplier agrees that:

(a) it will acknowledge receipt of the Order within 2 days of receipt;

(b) the Goods shall be delivered to our place of business or to such other place of delivery as we agree in writing prior to delivery of the Goods;

(c) it shall off-load the Goods at its own risk as directed by us;

(d) it shall ensure that each delivery is accompanied by a delivery note which shows, among other things, the Order number, date of Order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered;

(e) it shall invoice us in a manner as may be agreed between the parties before the execution of the Order;

(f) we shall have no obligation to pay for or return packing cases used for packing the Goods, whether or not re-usable; and

(g) unless otherwise stipulated by us in the Order, deliveries shall only be accepted in normal business hours.

In the event that the Supplier is unable or unlikely to or fails to comply with condition 4.1(a) above, we may at our discretion:

(a) obtain at the Supplier’s expense substitute goods and/or services (as applicable) from a third part

(b) terminate the Contract in whole or in part;

(c) refuse to accept any subsequent delivery of Goods which the Supplier attempts to make; and/or

(d) claim damages for any additional costs, loss or expenses incurred by us which are attributable to the Supplier’s failure to deliver the Goods on the due date.

(a) the passing of property at an earlier time under any statute or rule of law; or

(b) any right of rejection which we may accrue whether under these Conditions or otherwise.

The Supplier shall indemnify us and keep us indemnified against all and any claims, costs, proceedings, damages, losses, charges, liabilities and expenses (including but not limited to legal and other professional fees and expenses) incurred by us and/or for which we may be liable to a third party due to, as a result of or in connection with:

(a) defective workmanship, quality or materials;

(b) the breach of any provision of the Contract by the Supplier;

(c) any alleged or actual infringement of any third party’s Intellectual Property rights or other rights arising out of the use or supply of the Goods;

(d) any liability under the Consumer Protection Act 1987 in respect of the Goods;

(e) any claim against us arising out of the Supplier’s incorrect description of the Goods or any part thereof; and

(f) any claim made against us in respect of any liability, loss, damage, injury, cost or expense sustained by our employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the provision of the Goods where applicable, as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the Contract by the Supplier.

Both parties shall have the right at any time by giving notice in writing to the other to terminate the Contract forthwith if:

(a) the other party commits a breach which is not capable of remedy;

(b) to reject the Supply (in whole or in part) and, where applicable, return the Goods to the Supplier at the risk and cost of the Supplier on the basis that a full refund for the Goods so returned shall be paid forthwith by the Supplier;

(c) at our option to give the Supplier the opportunity at the Supplier’s expense either to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;

(d) to refuse to accept any further deliveries of the Goods without any liability to the Supplier;

(e) to carry out at the Supplier’s expense any work necessary to make the Goods comply with the Contract; and/or

(f) to claim such damages, losses, costs and expenses as may have been sustained in consequence of the Supplier’s breach or breaches of the Contract, including without limitation any costs of recovering the Goods and loss of profit we suffer due to us not meeting our obligations to our customers.

Without prejudice to any other right or remedy which we may have, if any of the Goods are not supplied in accordance with, or the Supplier fails to comply with, any of the terms of the Contract we shall be entitled to avail ourselves of any one or more of the following remedies at our discretion, whether or not any part of the Goods have been accepted by us:

(a) to rescind the Order;

(b) to reject the Supply (in whole or in part) and, where applicable, return the Goods to the Supplier at the risk and cost of the Supplier on the basis that a full refund for the Goods so returned shall be paid forthwith by the Supplier;

(c) at our option to give the Supplier the opportunity at the Supplier’s expense either to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;

(d) to refuse to accept any further deliveries of the Goods without any liability to the Supplier;

(e) to carry out at the Supplier’s expense any work necessary to make the Goods comply with the Contract; and/or

(f) to claim such damages, losses, costs and expenses as may have been sustained in consequence of the Supplier’s breach or breaches of the Contract, including without limitation any costs of recovering the Goods and loss of profit we suffer due to us not meeting our obligations to our customers.