Terms & Conditions
In general, Pure Innocence(“https://pureinnocence.co.uk”) owns and operates this Website. This document governs your relationship with https://pureinnocence.co.uk (“Website”) and the Pure Innocence Ltd(“Distributor”), of 1 High Court, Redenhall Road, Harleston, Norfolk IP20 9HE, company number: 11389312.
- PURE INNOCENCE LIMITED’S TERMS AND CONDITIONS FOR RE-SELLERS
The following definitions and rules of interpretation in this clause apply to these terms and conditions (hereinafter referred to as the “agreement”):
Actual Purchase Amount: the combined Discount Price of Products purchased by the Customer during a Quarter.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date: the date that the Customer confirms acceptance of this agreement.
Confidential Information: any information of a confidential nature concerning the business, affairs, customers, clients or suppliers of the other party or of any member of its Group, including but not limited to information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers.
Data Discloser: a party that discloses Shared Personal Data to the other party.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
Deficit: the difference between the Minimum Purchase Amount and the Actual Purchase Amount.
Deficit Statement: has the meaning given to it clause 9.7.
Delivery: completion of delivery of Products specified in an Order in accordance with clause 5.7(a) and 5.9.
Delivery Location: the delivery address specified by the Customer in the Order (provided always that such location is within the UK and Channel Islands).
Discount Prices: has the meaning given to it in clause 9.3.
Force Majeure Event: an event or circumstance beyond a party's reasonable control.
Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.
holding company: has the meaning given in clause 1.7.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
Minimum Purchase Amount: has the meaning given to it in clause 9.3.
month: a calendar month.
Order: an order for Products submitted by the Customer in accordance with clause 3.
Order Number: the reference number to be applied to an Order by the Supplier in accordance with clause 3.5.
Products: the products set out in Schedule 1 and, where the context requires, the Products ordered by and supplied to the Customer.
Product Prices: the prices of the Products payable by the Customer as determined in accordance with clause 9.1 and Product Price: means the price of an individual Product as determined in accordance with that clause.
Quarter: each period of three consecutive months commencing on the date on which the Supplier notifies the Customer that the Customer may purchase the Products at the Discount Price.
Permitted Recipients: the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement, and the Cannabis Trades Association.
Representatives: has the meaning given in clause 18.2.
Shared Personal Data: the personal data to be shared between the parties under clause 23.1 of this agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:
a) the names of current and potential customers of the Customer;
b) their geographical and email addresses; and
c) their home and mobile telephone numbers.
subsidiary: has the meaning given in clause 1.7.
Term: the term of the agreement, as determined in accordance with clause 19.
Trade Marks: the trade mark registrations and applications listed in Schedule 2 and any further trade marks that the Supplier may, by express notice in writing, permit, or procure permission for, the Customer to use in respect of the Products.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
1.2 The terms Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures shall have the meaning set out in the UK Data Protection Legislation in force at the time.
1.3 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
1.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.5 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement and any reference to this agreement includes the Schedules.
1.6 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.7 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.
1.8 Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
1.9 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.10 This agreement shall be binding on, and enure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
1.11 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.12 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.13 A reference to writing or written includes email.
1.14 Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.
1.15 References to a document in agreed form are to that document in the form agreed by the parties and initialled by or on their behalf for identification.
1.16 A reference to this agreement or to any other agreement or document referred to in this agreement is a reference to this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.
1.17 References to clauses and Schedules are to the clauses and Schedules of this agreement; and references to paragraphs are to paragraphs of the relevant Schedule.
1.18 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Supply of products
2.1 During the Term, the Supplier shall supply and the Customer shall purchase such quantities of Products as the Customer may order under clause 3 in accordance with the terms and conditions of this agreement.
2.2 The terms and conditions set out within this agreement apply to all Orders to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.1 The Customer shall place orders for the Products by giving the Supplier an Order.
3.2 Each Order shall be deemed to be a separate offer by the Customer to purchase Products on the terms of this agreement, which the Supplier shall be free to accept or decline at its absolute discretion.
3.3 Subject to clause 5.1, no Order shall be deemed to be accepted by the Supplier until it issues an Order Number.
3.4 Each Order shall:
(a) be given in writing or, if given orally, shall be confirmed in writing within two Business Days; and
(b) specify the type and quantity of Products ordered.
3.5 The Supplier shall assign an Order Number to each Order it accepts and notify those Order Numbers to the Customer. Each party shall use the relevant Order Number in all subsequent correspondence relating to the Order and the Customer shall quote the relevant Order Number as a payment reference when the invoice is paid.
4. Quality and packing
4.1 The Supplier shall pack and supply the Products in accordance with all generally accepted industry standards and practices that are applicable.
4.2 The Products supplied to the Customer by the Supplier under this agreement shall:
(a) 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;
(b) be free from defects in design, material and workmanship on Delivery; and
(c) comply with all applicable statutory and regulatory requirements.
4.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the agreement.
4.4 The Supplier shall ensure that the Products are properly packed and secured in a manner to enable them to reach their destination in good condition.
5.1 The Supplier shall only deliver the Products to the UK and Channel Islands and no Order shall be deemed accepted where the Customer requires delivery outside of this territory.
5.2 The Customer shall pay for carriage of the Products in addition to the Product Prices (or Discount Prices, as the case may be).
5.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. 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.
5.4 If the Supplier fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Products. The Supplier shall have no liability for any failure to deliver the Products to the extent that such failure 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.
5.5 Each delivery of Products shall be accompanied by a delivery note from the Supplier showing the Order Number, the date of the Order, the type and quantity of Products included in the Order.
5.6 Delays in the delivery of an Order shall not entitle the Customer to:
(a) refuse to take delivery of the Order; or
(b) claim damages; or
(c) terminate this agreement, subject to clause 20.
The Supplier shall have no liability for any failure or delay in delivering an Order to the extent that any failure or delay is caused by the Customer's failure to comply with its obligations under this agreement.
5.7 If the Customer fails to accept delivery of an Order, then, except where such failure or delay is caused by the Supplier's failure to comply with its obligations under this agreement:
(a) the Order shall be deemed to have been delivered at 17:00 on the date of arrival of the Order at the Delivery Location; and
(b) the Supplier shall store the Order until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
5.8 The Supplier shall deliver the Products specified in each Order to the Delivery Location.
5.9 Delivery of an Order shall be complete on its arrival at the Delivery Location.
5.10 The Customer shall be responsible for obtaining any necessary import licences or permits necessary for the entry of the Products into the territory in which it is based (Territory), or their delivery to the Customer. The Customer shall be responsible for any customs duties, clearance charges, taxes, brokers' fees and other amounts payable in connection with the importation and delivery of the Products.
5.11 The Customer shall give the Supplier as much advance notice as possible of any prospective or actual changes in laws and regulations applicable to the marketing of the products in the Territory.
5.12 The Customer warrants to the Supplier that it has informed the Supplier of all laws and regulations affecting the manufacture, sale, packaging and labelling of Products which are in force within the Territory or any part of it (Local Regulations) at the date of this agreement and it is the Customer’s sole responsibility to ensure that the supply of the Products to the Territory complies with the Local Regulations. The Customer shall indemnify and keep indemnified the Supplier 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 and other professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with the supply of the Products to the Territory being in breach of any Local Regulations.
5.13 The Customer shall give the Supplier as much advance notice as reasonably possible of any prospective changes in the Local Regulations.
6. Acceptance and defective products
6.1 The Customer may reject any Products delivered to it that do not comply with clause 4.2, provided that:
(a) notice of rejection is given to the Supplier:
(i) in the case of a defect that is apparent on normal visual inspection, within one Business Days of Delivery;
(ii) in the case of a latent defect, within a reasonable time of the latent defect having become apparent; and
(b) none of the events listed in clause 6.3 apply.
6.2 If the Customer fails to give notice of rejection in accordance with clause 6.1, it shall be deemed to have accepted these Products.
6.3 The Supplier shall not be liable for a Product’s failure to comply with the warranty set out in clause 4.2 in any of the following events:
(a) the Customer makes any further use of those Products after giving notice in accordance with clause 6.1;
(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions for the storage of the Products or good trade practice regarding the same;
(c) the Customer alters those Products without the written consent of the Supplier;
(d) the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions; or
(e) the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6.4 If the Customer rejects Products under clause 6.1 then the Customer shall, subject to clause 6.5, be entitled to:
(a) require the Supplier to replace the rejected Products; or
(b) require the Supplier to repay the price of the rejected Products in full.
Once the Supplier has complied with the Customer's request, it shall have no further liability to the Customer for the rejected Products' failure to comply with clause 4.2.
6.5 If the Customer is entitled to a replacement or refund pursuant to the terms of this clause, the Customer shall promptly (and at its own expense) return the rejected Products to the Supplier at its Wokingham depot or such other location as may be advised by the Supplier and the rejected Products shall be packed and returned by the Customer to the Supplier in their original packaging or packaging of equivalent quality.
6.6 The terms of this agreement shall apply to any replacement Products supplied by the Supplier.
7. Title and risk
7.1 Risk in Products shall pass to the Customer on Delivery.
7.2 Title to Products shall not pass to the Customer until the earlier of:
(a) the Supplier receives payment in full (in cash or cleared funds) for the Products and all other sums that are or that become due to the Supplier from the Customer for sales of Products or on any account, in which case title to these Products shall pass at the time of payment of all such sums; and
(b) the Customer resells those Products, in which case title to those Products shall pass to the Customer at the time specified in clause 7.4.
7.3 Until title to Products has passed to the Customer, the Customer shall:
(a) store those Products separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to those Products; and
(c) maintain those Products in satisfactory condition and keep them insured on the Supplier's behalf for their full price against all risks with an insurer that is reasonably acceptable to the Supplier. The Customer shall obtain an endorsement of the Supplier's interest in the Products on its insurance policy, subject to the insurer being willing to make the endorsement. On request the Customer shall allow the Supplier to inspect those Products and the insurance policy.
7.4 Subject to clause 7.5, the Customer may resell Products in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Products. However, if the Customer resells the Products before that time:
(a) it does so as principal and not as the Supplier's agent; and
(b) title to those Products shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
7.5 If before title to Products passes to the Customer the Customer becomes subject to any of the events listed in clause 20.2(b), then, without limiting any other right or remedy the Supplier may have:
(a) the Customer's right to resell Products or use them in the ordinary course of its business ceases immediately; and
(b) the Supplier may at any time:
(i) require the Customer to deliver up all Products in its possession that have not been resold, or irrevocably incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the relevant Products are stored to recover them.
8. Product recall
8.1 If the Customer 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.
8.2 Unless required by law, the Customer may not undertake any recall or withdrawal without the written permission of the Supplier and only then in strict compliance with the Supplier's instructions about the process of implementing the withdrawal.
9. Product prices
9.1 The Product Prices as at the Commencement Date shall be the standard wholesale prices set out in Schedule 1. The Supplier may, by giving notice to the Customer at any time, increase the price of the Products.
9.2 The Product Prices are exclusive of amounts in respect of VAT. The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier any additional amounts in respect of VAT as are chargeable on a supply of Products.
9.3 The Supplier may, at its sole discretion, agree to supply the Products to the Customer at discounted rates (Discount Prices) from the Product Prices in exchange for the Customer agreeing to purchase a minimum value of Products during a Quarter, as notified by the Supplier to the Customer in writing (such minimum value of Products being the Minimum Purchase Amount).
9.4 Where the Supplier has agreed to supply the Products at the Discount Prices, the Customer shall in each Quarter purchase the Minimum Purchase Amount from the Supplier.
9.5 For the purposes of calculating the Actual Purchase Amount, the combined Discount Prices of the Products purchased by the Customer in a Quarter shall be calculated by reference to the Discount Prices granted during that Quarter, exclusive of VAT and any other incidental costs payable in respect of purchases of the Products.
9.6 If the Actual Purchase Amount is less than the Minimum Purchase Amount, then, except to the extent the shortfall in purchases was caused by the Supplier's default or by a Force Majeure Event, the Customer shall pay an amount equal to the Deficit to the Supplier in accordance with clause 9.6.
9.7 The Supplier may from time to time submit a statement to the Customer showing the quantities of Products purchased by the Customer during any Quarter and showing whether or not there has been a Deficit (Deficit Statement). In the event that a Deficit Statement shows that there has been a Deficit, the Customer shall pay an amount equal to the Deficit to the Supplier in cleared funds within 30 days of receipt of the Deficit Statement.
9.8 If a Deficit payment is due and is not paid by the Customer to the Supplier in accordance with clause 9.6 then the Supplier shall be entitled to add the Deficit amount on to any future invoices.
10. Price review
10.1 The Supplier may at any time following receipt of an Order but prior to delivery, by giving notice to the Customer, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date, quantities or types of Products ordered; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
11. Re-sale Price
The Customer is free to resell the Products at prices set by the Customer but the Customer agrees to take into consideration all pricing guidelines provided by the Supplier. It is acknowledged that any pricing guidelines provided by the Supplier are recommendations only.
12. Terms of payment
12.1 The Supplier shall be entitled to invoice the Customer for each Order on or at any time after Delivery. Each invoice shall quote the relevant Order Numbers.
12.2 Save where the Supplier has agreed in writing to offer the Customer credit terms (in which case the terms of clause 12.3 shall apply), the Customer shall pay each invoice in full and cleared funds immediately on receipt of an invoice and in any event prior to delivery of the Products. The Supplier shall be under no obligation to deliver the Products to the Customer unless and until payment for such Products has been received by the Supplier in full and cleared funds. Payment shall be made to the bank account nominated in writing by the Supplier.
12.3 If the Supplier has agreed in writing to extend credit to the Customer, the Customer shall pay invoices in full and in cleared funds within 30 days of receipt, or such other period as notified by the Supplier to the Customer in writing. Payment shall be made to the bank account nominated in writing by the Supplier.
12.4 If the Customer fails to make any payment due to the Supplier under this agreement by the due date for payment, then it shall pay interest on the overdue amount at the rate of 4% a year above the Bank of England’s base rate from time to time. This interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. In relation to payments disputed in good faith, interest under this clause 12.4 is payable only after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.
12.5 If the Customer disputes any invoice or other statement of monies due, the Customer shall immediately notify the Supplier in writing (and in any event within 30 days from receipt of the invoice or other statement). The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The Supplier shall provide all evidence as may be reasonably necessary to verify the disputed invoice or request for payment.
12.6 All invoice payments shall include a payment reference quoting the relevant Order Number to which the payment relates. In the event that no Order Number is quoted with a payment and the Customer has more than one invoice outstanding, such payment will be applied to the oldest invoice first and thereafter in chronological order.
12.7 All payments payable to the Supplier by the Customer under this agreement shall become immediately due and payable:
(a) on termination of this agreement for any reason; or
(b) if the Customer becomes subject to any of the events listed in clause 20.2(b).
This clause 12.7 is without prejudice to any right to claim for interest under the law or under this agreement.
13. Advertising and promotion
13.1 The Customer shall:
(a) not use any advertising materials or promotional literature relating to the Products without the Supplier's prior written consent;
(b) observe all directions and instructions given to it by the Supplier for promotion and advertisement of the Products; and
(c) not make any written statement as to the quality or manufacture of the Products without the prior written approval of the Supplier.
13.2 The Customer shall provide the Supplier with information on any advertising and promotion carried out by the Customer in connection with the Products at the request of the Supplier.
13.3 The Customer shall ensure that any website that it uses for the sale of the Products complies with the quality standards and criteria set by the Supplier.
13.4 The Customer shall not under any circumstances advertise or market the Products as having any medicinal value or health benefit and agrees not to advertise or market the Products as medicine.
14. Trade marks
14.1 The Supplier hereby grants to the Customer the non-exclusive right, in the UK, to use the Trade Marks in the promotion, advertisement and sale of the Products, subject to, and for the duration of, this agreement. The Customer acknowledges and agrees that all rights in the Trade Marks shall remain with the Supplier, and that Customer has and will acquire no right in them by virtue of the discharge of its obligations under this agreement, except for the right to use the Trade Marks as expressly provided in this agreement.
14.2 The Customer shall market and sell the Products only under the Trade Marks, and not in association with any other trade mark, brand or trade name, except with the Supplier’s written consent. The Customer shall ensure that the appropriate Trade Marks shall appear on all Products, containers and advertisements for the Products, followed by the symbol ®, or the letters ™, as appropriate.
14.3 All representations of the Trade Marks that the Customer intends to use shall be submitted to the Supplier for written approval before use.
14.4 The Customer shall comply with all rules for the use of the Trade Marks issued by the Supplier (including those set out in any branding manual issued by the Supplier) and shall not, without the prior written consent of the Supplier:
(a) alter or make any addition to the labelling or packaging of the Products displaying the Trade Marks;
(b) make any addition or modifications to the Products or to any advertising and promotional materials supplied by the Supplier; or
(c) alter, deface or remove any reference to the Trade Marks, any reference to the Supplier or any other name attached or affixed to the Products or their packaging or labelling.
14.5 The Supplier makes no representation or warranty as to the validity or enforceability of the Trade Marks nor as to whether they infringe any intellectual property rights of third parties.
14.6 The Customer shall not sub-license, transfer or otherwise deal with the rights of use of the Trade Marks granted under this agreement.
14.7 The Customer shall not do, or omit to do, anything in its use of the Trade Marks that could adversely affect their validity or reputation.
14.8 The Customer acknowledges that this agreement does not operate to vest any right, title or interest in the Trade Marks in the Customer. The Customer shall immediately on request enter into any further agreements with the Supplier, in a form satisfactory to the Supplier, necessary for the recording, registration or safeguarding of the Supplier's Trade Mark rights for the marketing of the Products under the Trade Marks.
14.9 Each party shall promptly give notice in writing to the other if it becomes aware of:
(a) any infringement or suspected infringement of the Trade Marks or any other intellectual property rights relating to the Products; or
(b) any claim that any Product or the manufacture, use, sale or other disposal of any Product within the Territory, whether or not under the Trade Marks, infringes the rights of any third party.
14.10 In respect of any matter that falls within clause 14.9(a):
(a) the Supplier shall in its absolute discretion, decide what action to take in respect of the matter (if any);
(b) the Supplier shall conduct and have sole control over any consequent action that it deems necessary; and
(c) the Supplier shall pay all costs in relation to that action and shall be entitled to all damages and other sums that may be paid or awarded as a result of that action.
14.11 In respect of any matter that falls within clause 14.10(b):
(a) the Supplier shall the Supplier shall in its absolute discretion, decide what action to take in respect of the matter (if any).
14.12 Each party shall, at the request and expense of the other, provide any reasonable assistance to the other (including the use of its name in, or being joined as a party to, proceedings) with any action to be taken by the other party under this clause 14, provided that that party is given such indemnity as it may reasonably require against any losses, costs and expenses it may incur as a result of or in connection with providing such assistance.
14.13 The Supplier alone is responsible for the registration and maintenance of any marks or designs that relate to the Products. The Customer shall not obtain or try to obtain or register for itself anywhere in the world any trade marks or trade names the same as or similar to the Trade Marks.
14.14 The Customer shall not use the Trade Marks as part of the name under which the Customer conducts its business, or any connected business, or under which it sells or services any products (except the Products), or in any other way, except as expressly permitted hereunder.
14.15 The Customer shall not sub-license, assign, transfer, charge, or otherwise encumber the right to use, reference, or designate the Trade Marks to any other party, except as otherwise expressly permitted under this agreement.
14.16 Upon termination of this agreement for any reason, the Customer will immediately stop using all or any part of the Trade Marks.
15. Compliance with laws and policies
15.1 In performing its obligations under the agreement, the Customer shall and shall procure that each member of its Group comply with all applicable laws, statutes, regulations and codes from time to time in force.
15.2 The Supplier may terminate the agreement with immediate effect by giving written notice to the Customer if the Customer commits a breach of clause 15.1.
16. Limitation of liability
16.1 This clause 16 sets out the entire financial liability of the parties (including any liability for the acts or omissions of their respective employees, agents and subcontractors) to each other for:
(a) any breach of this agreement however arising;
(b) any use made or resale of the Products by the Customer, or of any product incorporating any of the Products; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
16.2 Nothing in this agreement shall limit or exclude the liability of either party for:
(a) death or personal injury resulting from negligence; or
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) breach of section 2 of the Consumer Protection Act 1987.
16.3 Without prejudice to clause 16.2, the Supplier shall not under any circumstances whatever be liable to the Customer, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
(a) loss of profit; or
(b) loss of goodwill; or
(c) loss of business; or
(d) loss of business opportunity; or
(e) loss of anticipated saving; or
(f) loss or corruption of data or information; or
(g) special, indirect or consequential damage.
suffered by the other party that arises under or in connection with this agreement.
16.4 Without prejudice to clause 16.2 or clause 16.3, the Supplier's total liability arising under or in connection with this agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to the amount spent in Orders by the Customer with the Supplier in the month immediately preceding the date on which the matter giving rise to the liability occurred.
17. Assignment and other dealings
17.1 The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the Supplier.
17.2 The Supplier may at any time on written notice to the Customer assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this agreement.
18.1 Each party undertakes that it shall not at any time during this agreement and for a period of three years after termination disclose to any person any Confidential Information, except as permitted by clause 18.2.
18.2 Each party may disclose the other party's Confidential Information:
(a) to its employees, officers, agents, consultants or subcontractors (Representatives) who need to know this information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 18 as though they were a party to this agreement. The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this clause 18; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
18.3 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this agreement are granted to the other party or to be implied from this agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.
19. Commencement and term
This agreement shall begin on the Commencement Date and shall continue until it is terminated in accordance with clause 20 (Term).
20. Termination and suspension
20.1 Without affecting any other right or remedy available to it, either party may terminate this agreement on giving not less than 30 days’ written notice to the other party.
20.2 Without limiting its other rights or remedies, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the agreement 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 Customer 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), 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
20.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Products under this agreement or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 20.2(b) or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this agreement on the due date for payment.
20.4 Without limiting its other rights or remedies, the Supplier may terminate the agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the agreement on the due date for payment.
20.5 On termination of the agreement for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and the Supplier shall be entitled to issue an invoice for all Products which have been supplied but for which an invoice has not yet been raise, and such invoice shall be immediately payable by the Customer.
20.6 Termination of the agreement 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 this agreement that existed at or before the date of termination.
21. Obligations on termination
21.1 On termination of this agreement for any reason, each party shall promptly:
(a) return to the other party all equipment, materials and property belonging to the other party that the other party had supplied to it or a member of its Group in connection with the supply and purchase of the Products under this agreement;
(b) return to the other party all documents and materials (and any copies) containing the other party's Confidential Information;
(c) erase all the other party's Confidential Information from its computer systems (to the extent possible); and
(d) on request, certify in writing to the other party that it has complied with the requirements of this clause 21.
21.2 On termination of this agreement for any reason, the Customer shall immediately pay to the Supplier all outstanding invoices
22. Consequences of termination
22.1 On termination of this agreement the following clauses shall continue in force:
(a) clause 16 (Limitation of liability);
(b) clause 18 (Confidentiality);
(c) clause 21 (Obligations on termination);
(d) clause 34 (Governing law); and
(e) clause 35 (Jurisdiction).
22.2 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages for any breach of the agreement that existed at or before the date of termination.
23. Data Protection
23.1 Shared Personal Data. This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
23.2 Effect of non-compliance with UK Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the UK Data Protection Legislation, and any material breach of the UK Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.
23.3 Particular obligations relating to data sharing. Each party shall:
(a) ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
(b) give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
(c) process the Shared Personal Data only for the Agreed Purposes;
(d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
(e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;
(f) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
(g) not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:
(i) complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
(ii) ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR; or (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) Binding corporate rules are in place or (iv) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
23.4 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the UK Data Protection Legislation to the extent it relates to the Shared Personal Data. In particular, each party shall:
(a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
(b) promptly inform the other party about the receipt of any data subject access request;
(c) provide the other party with reasonable assistance in complying with any data subject access request;
(d) not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
(e) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the UK Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;
(f) notify the other party without undue delay on becoming aware of any breach of the UK Data Protection Legislation;
(g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;
(h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
(i) maintain complete and accurate records and information to demonstrate its compliance with this clause 23; and
(j) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the UK Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the UK Data Protection Legislation.
23.5 Indemnity. Each party shall indemnify the other 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 the indemnified party arising out of or in connection with the breach of the UK Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.
24. Force majeure
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for four weeks, the party not affected may terminate this agreement by giving 10 days’ written notice to the affected party.
Except as expressly provided in this agreement, each party shall pay its own costs incurred in connection with the negotiation, preparation, and of this agreement.
26.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to, or deletion of, a provision or part-provision under this clause 26 shall not affect the validity and enforceability of the rest of this agreement.
26.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend that provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
27. Further assurance
At its own expense, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement.
28.1 No variation of this agreement by the Customer shall be effective unless it is in writing and signed by both parties (or their authorised representatives).
28.2 The Supplier shall have the right to revise and amend the terms of this agreement from time to time on giving the Customer at least 30 days' notice in writing.
29.1 A waiver of any right or remedy under this agreement or by law shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
29.2 A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
30.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
(a) 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
(b) sent by email to the address specified from one party to the other from time to time.
30.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or
(c) if sent by email, at 9.00 am on the next Business Day after transmission.
30.3 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.
30.4 A notice given under this agreement is not valid if sent by fax.
31. Entire agreement
31.1 This agreement constitutes 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.
31.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies for, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
31.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
32. Third party rights
32.1 Subject to clause 31.2, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
32.2 Any member of the Supplier’s Group, and any person connected to the Supplier, shall be entitled to enforce the terms of this agreement as though it was the Supplier.
33. Governing law
This agreement 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.
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 this agreement or its subject matter or formation.
- PURE INNOCENCE LIMITED’S TERMS AND CONDITIONS FOR RE-SELLERS
- RETURNS & REFUNDS
We’re sorry if there was a problem with your order, we may be able to help, contact our customer services on +44 (74) 7038-1318
There are a few important things to keep in mind when returning a product.
You can return your unwanted and unused item(s) by post within 14 working days of receipt of your goods.
- You have 14 calendar day to return an item form the date you received it.
- Only items that have been purchased directly from us can be returned
- Please ensure that the item(s) you are returning is repacked with all the elements it was received with.
- Item(s) will not be refunded if they are opened, unless faulty.
To return your item(s) back to us, visit pureinnocence.co.uk/return-my-item or call us on +44 (74) 7038-1318 where a member of our team will be happy to help.
You must not misuse this Website. You will not: commit or encourage a criminal offence; transmit or distribute a virus, trojan, worm, logic bomb or any other material which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene; hack into any aspect of the Service; corrupt data; cause annoyance to other users; infringe upon the rights of any other person’s proprietary rights; send any unsolicited advertising or promotional material, commonly referred to as “spam”; or attempt to affect the performance or functionality of any computer facilities of or accessed through this Website.
Breaching this provision would constitute a criminal offence and https://pureinnocence.co.uk will report any such breach to the relevant law enforcement authorities and disclose your identity to them. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of this Website or to your downloading of any material posted on it, or on any website linked to it.
- INTELLECTUAL PROPERTY, SOFTWARE & CONTENT
The intellectual property rights in all software and content (including photographic images) made available to you on or through this Website remains the property of https://pureinnocence.co.uk or its licensors and are protected by copyright laws and treaties around the world.
All such rights are reserved by https://pureinnocence.co.uk and its licensors. You may store, print and display the content supplied solely for your own personal use. You are not permitted to publish, manipulate, distribute or otherwise reproduce, in any format, any of the content or copies of the content supplied to you or which appears on this Website nor may you use any such content in connection with any business or commercial enterprise.
- TERMS OF SALE
By placing an order you are offering to purchase a product on and subject to the following terms and conditions. All orders are subject to availability and confirmation of the order price. Dispatch times may vary according to availability and subject to any delays resulting from postal delays or force majeure for which we will not be responsible.
In order to contract with https://pureinnocence.co.uk you must be over 18 years of age and possess a valid credit or debit card issued by a bank acceptable to us. https://pureinnocence.co.uk retains the right to refuse any request made by you.
If your order is accepted we will inform you by email and we will confirm the identity of the party which you have contracted with. This will usually be https://pureinnocence.co.uk or may in some cases be a third party. Where a contract is made with a third party https://pureinnocence.co.uk is not acting as either agent or principal and the contract is made between yourself and that third party and will be subject to the terms of sale which they supply you.
When placing an order you undertake that all details you provide to us are true and accurate, that you are an authorised user of the credit or debit card used to place your order and that there are sufficient funds to cover the cost of the goods. The cost of foreign products and services may fluctuate.
All prices advertised are subject to such changes. We cannot accept responsibility for any repercussions or replace any confiscations for any products purchased through this site being delivered outside of the applicable laws of our country.
Responsibility is held by you, the customer, and all laws respective of your country have been obeyed.
(a) Our Contract
When you place an order, you will receive an acknowledgement e-mail confirming receipt of your order: this email will only be an acknowledgement and will not constitute acceptance of your order. A contract between us will not be formed until we send you confirmation by e-mail that the goods which you ordered have been dispatched to you. Only those goods listed in the confirmation e- mail sent at the time of dispatch will be included in the contract formed.
(b) Pricing and Availability
Whilst we try and ensure that all details, descriptions and prices which appear on this Website are accurate, errors may occur. If we discover an error in the price of any goods which you have ordered we will inform you of this as soon as possible and give you the option of reconfirming your order at the correct price or cancelling it. If we are unable to contact you we will treat the order as cancelled. If you cancel and you have already paid for the goods, you will receive a full refund. Delivery costs will be charged in addition; such additional charges are clearly displayed where applicable and included in the ‘Total Cost’.
Upon receiving your order we carry out a standard authorisation check on your payment card to ensure there are sufficient funds to fulfil the transaction. Your card will be debited upon authorisation being received. The monies received upon the debiting of your card shall be treated as a deposit against the value of the goods you wish to purchase. Once the goods have been despatched and you have been sent a confirmation email the monies paid as a deposit shall be used as consideration for the value of goods you have purchased as listed in the confirmation email.
- DISCLAIMER OF LIABILITY
The material displayed on this Website is provided without any guarantees, conditions or warranties as to its accuracy. Unless expressly stated to the contrary to the fullest extent permitted by law https://pureinnocence.co.uk and its suppliers, content providers and advertisers hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity and shall not be liable for any damages whatsoever, including but without limitation to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, damage to goodwill or reputation, or the cost of procurement of substitute goods and services, arising out of or related to the use, inability to use, performance or failures of this Website or the Linked Sites and any materials posted thereon, irrespective of whether such damages were foreseeable or arise in contract, tort, equity, restitution, by statute, at common law or otherwise.
This does not affect https://pureinnocence.co.uk's liability for death or personal injury arising from its negligence, fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.
- LINKING TO THIS WEBSITE
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link from any website that is not owned by you. This Website must not be framed on any other site, nor may you create a link to any part of this Website other than the home page. We reserve the right to withdraw linking permission without notice.
- DISCLAIMER AS TO OWNERSHIP OF TRADE MARKS, IMAGES OF PERSONALITIES AND THIRD PARTY COPYRIGHT
Except where expressly stated to the contrary all persons (including their names and images), third party trade marks and content, services and/or locations featured on this Website are in no way associated, linked or affiliated with https://pureinnocence.co.uk and you should not rely on the existence of such a connection or affiliation.
Any trade marks/names featured on this Website are owned by the respective trade mark owners. Where a trade mark or brand name is referred to it is used solely to describe or identify the products and services and is in no way an assertion that such products or services are endorsed by or connected to http://pureinnocence.co.uk.
You agree to indemnify, defend and hold harmless https://pureinnocence.co.uk, its directors, officers, employees, consultants, agents, and affiliates, from any and all third party claims, liability, damages and/or costs (including, but not limited to, legal fees) arising from your use this Website or your breach of the Terms of Service.
https://pureinnocence.co.uk shall have the right in its absolute discretion at any time and without notice to amend, remove or vary the Services and/or any page of this Website.
If any part of the Terms of Service is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of the Terms of Service will not be affected all other clauses remaining in full force and effect.
So far as possible where any clause/sub-clause or part of a clause/sub-clause can be severed to render the remaining part valid, the clause shall be interpreted accordingly. Alternatively, you agree that the clause shall be rectified and interpreted in such a way that closely resembles the original meaning of the clause /sub-clause as is permitted by law.
We operate a complaints handling procedure which we will use to try to resolve disputes when they first arise, please let us know if you have any complaints or comments.
If you breach these conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions.
- ENTIRE AGREEMENT
The above Terms of Service constitute the entire agreement of the parties and supersede any and all preceding and contemporaneous agreements between you and https://pureinnocence.co.uk. Any waiver of any provision of the Terms of Service will be effective only if in writing and signed by a Director of https://pureinnocence.co.uk.