Standard Supply Terms - Vendors

These terms and conditions are effective as of 1st of November 2023

1. These terms and conditions

These terms and conditions govern how Orders for Products are placed by HOF, how the Supplier will deliver the Products to HOF, when payment for the Products will become due, and all other relevant information relating to the supply of Products.
Please refer to Schedule 1 for a comprehensive list of the defined terms used withing these terms and conditions.
If you have any queries in the meantime, please email info@hofbeauty.co.uk

2. Basis of contract

2.1 These Conditions apply to Orders to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 The Order constitutes an offer by HOF to purchase the Products in accordance with these Conditions.

2.3 The Order shall be deemed to be accepted on the earlier of:
(a) the Supplier issuing a written acceptance of the Order; and
(b) the Supplier doing any act consistent with fulfilling the Order, at which point the Order shall come into existence.

3. The Products

3.1 The Supplier shall ensure that the Products shall:
(a) correspond with their description;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by HOF expressly or by implication, and in this respect HOF relies on the Supplier's skill and judgement;
(c) where they are manufactured products, be free from defects in design, material and workmanship; and
(d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, health and safety, handling and delivery of the Products (including any and all applicable statutory and regulatory requirements in connection with the manufacture and supply of cosmetic products, to the extent applicable).

3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under these terms and conditions.

3.3 HOF may inspect and test the Products at any time before, or within 14 days following, delivery. The Supplier shall remain fully responsible for the Products despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under these terms and conditions.

3.4 If following such inspection or testing HOF considers that the Products do not conform or are unlikely to comply with the Supplier's undertakings at 3.1, HOF shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

3.5 HOF may conduct further inspections and tests after the Supplier has carried out its remedial actions.

4. Delivery

4.1 The Supplier shall ensure that:
(a) the Products are properly packed and secured in such manner as to enable them to reach their destination in good condition;
(b) each delivery of the Products is accompanied by a delivery note which shows the date of the Order, the Order number (if any),the type and quantity of the Products (including the code number of the Products, where applicable),special storage instructions (if any) and, if the Products are being delivered by instalments, the outstanding balance of Products remaining to be delivered; and
(c) if the Supplier requires HOF to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.

4.2 The Supplier shall deliver the Products:
(a) on the Delivery Date;
(b) at the Delivery Location; and
(c) during HOF's normal business hours, or as instructed by HOF.

4.3 Delivery of the Products shall be completed on the completion of unloading the Products at the Delivery Location.

4.4 If the Supplier:

(a) delivers less than 95% of the quantity of Products ordered, HOF may reject the Products; or
(b) delivers more than 105% of the quantity of Products ordered, HOF may at its discretion reject the Products or the excess Products and any rejected Products shall be returnable at the Supplier's risk and expense. If the Supplier delivers more or less than the quantity of Products ordered, and HOF accepts the delivery, a pro rata adjustment shall be made to the invoice for the Products.

4.5 The Supplier shall not deliver the Products in instalments without HOF's prior written consent. Where it is agreed that the Products are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all, or any defect in an instalment shall entitle HOF to the remedies set out in ause 5.

5. HOF remedies

5.1 If the Products are not delivered on the Delivery Date, or do not comply with the undertakings set out in 3.1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Products, HOF may exercise any one or more of the following rights and remedies:
(a) to terminate an Order;
(b) to terminate these terms and conditions;
(c) to reject the Products (in whole or in part) and return them to the Supplier at the Supplier's own risk and expense;
(d) to require the Supplier to replace the rejected Products, or to provide a full refund of the price of the rejected Products (if paid);
(e) to refuse to accept any subsequent delivery of the Products which the Supplier attempts to make;
(f) to recover from the Supplier any costs incurred by HOF in obtaining substitute goods from a third party; and
(g) to claim damages for any other costs, loss or expenses incurred by HOF which are in any way attributable to the Supplier's failure to carry out its obligations under these terms and conditions.

5.2 These Conditions shall apply to any repaired or replacement Products supplied by the Supplier.

5.3 HOF's rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.

6. Title and risk

Title and risk in the Products shall pass to HOF on completion of delivery.

7. Price and payment

7.1 The price of the Products shall be the price set out in the Order.

7.2 The price of the Products:
(a) excludes amounts in respect of value added tax (VAT),which HOF shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) includes the costs of packaging, insurance and carriage of the Products.

7.3 No extra charges shall be effective unless agreed in writing with HOF.

7.4 The Supplier may invoice HOF for price of the Products plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, HOF's order number, the Supplier's VAT registration number and any supporting documents that HOF may reasonably require.

7.5 HOF shall pay correctly rendered invoices within 30 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.

7.6 HOF may at any time set off any liability of the Supplier to HOF against any liability of HOF to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. If the liabilities to be set off are expressed in different currencies, HOF may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by HOF of its rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.

8. Compliance with relevant laws and policies

1.1 In performing its obligations under these terms and conditions, the Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in force

8.1 HOF may immediately terminate these terms and conditions (including any placed or pending Orders) for any breach of this 8.

9. Product Recall

1.2 If HOF is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Products from the market (Recall Notice) it shall immediately notify the Supplier in writing enclosing a copy of the Recall Notice.

1.3 HOF may, without liability to HOF, immediately withdraw from sale any and all Products:
(a) to which a Recall Notice relates, or HOF considers a Recall Notice may relate; and/or
(b) which HOF reasonably suspects:
(i) infringes, or may infringe, a third party’s intellectual property rights;
(ii) may be unsafe;
(iii) are, or may become, illegal or non-compliant with any law, regulation, or government agency or industry standard; and/or
(iv) may cause harm to HOF’s reputation or brand.

1.4 In the event of HOF withdrawing any Products from sale under clause 9.2, the Supplier will give such assistance to HOF as HOF reasonably requires to recall or withdraw the Products from the market from time to time.

10. Indemnity

10.1 The Supplier shall indemnify HOF against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by HOF as a result of or in connection with:
(a) any claim made against HOF for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the manufacture, supply or use of the Products, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
(b) the withdrawal or recall of any Products under or in connection with clause 9;
(c) any claim made against HOF by a third party for death, personal injury or damage to property arising out of or in connection with defects in Products, to the extent that the defects in the Products are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
(d) any claim made against HOF by a third party arising out of or in connection with the supply of the Products, to the extent that such claim arises out of the breach, negligent performance or failure or delay in supplying Products to HOF by the Supplier, its employees, agents or subcontractors.

10.2 This 10 shall survive termination of these terms and conditions.

11. Insurance

During the term of these terms and conditions and for a period of 7 years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance with cover of at least £1 million for claims arising from a single event or related events in a single calendar year. On HOF's request, the Supplier will produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

12. Confidentiality

12.1 Subject to the remainder of this clause 12, each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party.

12.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with any Order under these terms and conditions. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this 12; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these terms and conditions.

1.5 For the purposes of this clause 12, information is not confidential information if:
(a) it is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed by either party (or their respective employees, officers, representatives, contractors, subcontractors or advisers, as the case may be) in breach of this agreement;
(b) it was available to (and/or otherwise in the possession of) the disclosing party on a non-confidential basis prior to disclosure; or
(c) the parties have agreed in writing, in advance of disclosure, that the information is not confidential.

13. Termination

13.1 HOF may terminate these terms and conditions and/or cancel any Order in whole or in part at any time before delivery of the Products with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work under or in connection with these terms and conditions, unless otherwise agreed between the parties in writing. HOF shall pay the Supplier fair and reasonable compensation for any work in progress on the Products at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.

13.2 Without limiting its other rights or remedies, HOF may terminate terms and conditions and/or cancel any Order in whole or in party with immediate effect by giving written notice to
(a) the Supplier if: the Supplier commits a material breach of any term of these terms and conditions and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
(b) the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring),obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring),having a receiver appointed to any of its assets or ceasing to carry on business;
(c) the Supplier takes any step or action in connection with the Supplier being made bankrupt, entering any composition or arrangement with its creditors, having a receiver appointed to any of its assets, or ceasing to carry on business;
(d) the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(e) the Supplier's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.

13.3 Termination of these terms and conditions, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of these terms and conditions which existed at or before the date of termination.

13.4 Any provision of these terms and conditions that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

14. Force majeure

Neither party shall be in breach of these terms and conditions nor liable for delay in performing, or failure to perform, any of its obligations under these terms and conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for four (4) weeks, the party not affected may terminate these terms and conditions by giving 30 days’ written notice to the affected party.

15. General

15.1 Assignment and other dealings

(a) HOF may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under these terms and conditions.
(b) The Supplier may not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under these terms and conditions without the prior written consent of HOF.

15.2 Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under these terms and conditions without the prior written consent of HOF. If HOF consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.

15.3 Entire agreement. These terms and conditions 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.

15.4 Variation. Except as set out in these Conditions, no variation of these terms and conditions, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by HOF.

15.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under these terms and conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15.6 Severance. If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision of these terms and conditions is deemed deleted under this 15.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.7 Notices.

(a) Any notice given to a party under or in connection with these terms and conditions shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the address specified in writing from time to time.
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business days after posting; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this 15.7(b)(iii),business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15.8 Third party rights. Unless it expressly states otherwise, these terms and conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term herein.

15.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

15.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Schedule 1