GENERAL TERMS OF SALE
Effective as of 22.03.2023
These general terms of sale and the contractual relationship between L’Oréal (U.K.) Limited and Purchaser shall be governed by English laws and the parties agree to submit to the courts of England. In the event of a dispute, the parties shall endeavour to reach an out-of-court settlement prior to initiating any court action.
LEGAL NOTICE
Website URL: Lorealpartnershop.com
Contact: E-mail: [email protected] - Telephone Number: 0800 0304 034
Publisher: L’Oréal UK Limited, acting through its Professional Products Division, incorporated and registered in England and Wales with company number 271555 whose registered office is at 255 Hammersmith Road, London, W6 8AZ (hereinafter the "Publisher" or "We" or “Us” or “L’Oréal”).
Hosted by: L’Oréal (U.K.) Limited, acting through its Professional Products Division, incorporated and registered in England and Wales with company number 271555 whose registered office is at 255 Hammersmith Road, London, W6 8AZ.
Welcome to Lorealpartnershop.com (the “Website”)
Please read carefully these general terms of sale (the “GTS”), as well as the Website Terms of Use (accessible here) and the Privacy Policy (accessible here) which govern Your browsing activity on the Website and our relationship with You if You order any L’Oréal Products/Partner Products (as applicable) and/or related services via the Website.
As used in these GTS, “You” or “Purchaser” shall mean the person who browses the Website and/or the company who orders any L’Oréal Products/Partner Products (as applicable) via the Website; “We” or “L’Oréal” shall mean the company identified in the legal notice above; Purchaser and L’Oréal/Partner (as applicable) are hereinafter collectively referred to as the “Parties” and, individually, a “Party”.
Any order of L’Oréal Products/Partner Products (as applicable) offered via the Website shall require that You acknowledge and expressly agree to these GTS by ticking the dedicated box during the order process.
These GTS shall solely apply to the exclusion of any and all other terms of sale, whether applicable to sale via retail outlets or any other distribution or marketing channels. These GTS shall take precedence in the instance where a conflict of terms arises for both L’Oréal Products and for Partner Products (unless, where expressly stated otherwise within these GTS, that Purchaser should consult the specific terms and conditions of the relevant Partner for those Partner Products (as set out on the Website)).
Pursuant to applicable laws and regulations, it is hereby specified that confirming a purchase order for either L’Oréal Products/Partner Products (as applicable) as set forth under these GTS shall qualify as an e-contract between the Parties and valid evidence as between the Parties of the entire order for either L’Oréal Products/Partner Products (as applicable) and all amounts due and payable under such order.
1. TERMS OF PURCHASE
This Website is for the use of Customers of the Professional Products Division of L’Oréal to be able to place orders 24 hours per day, 365 days of the year. Any orders for L’Oréal Products will be processed in exactly the same way as orders placed through the Customer Care Team or Sales Field Representative. Orders processed via this Website will be placed in accordance with L’Oréal Standard Terms and Conditions of Sale and these will govern all orders for L’Oréal Products placed.
In addition, for the avoidance of doubt, these Conditions will also apply (where applicable) to all orders for any Partner Products made by Customer on the Website.
2. TERMS OF SALE
L’ORÉAL (U.K.) LIMITED
STANDARD CONDITIONS OF SALE - UNITED KINGDOM
Definitions and Interpretation
1. In these Conditions of Sale (the “Conditions”):
“Customer” means the person, firm or company buying either L’Oréal Products and/or Partner Products (as applicable) from either L’Oréal and/or a Partner (as applicable) via the Website.
“L’Oréal” means L'Oréal (U.K.) Limited, a company registered in England, registered number 271555 and registered address 255 Hammersmith Road, London W6 8AZ.
“L’Oréal Products” means Non-Selective Products or Selective Products (as defined below).
"Minimum Order Value" means the minimum order value per L’Oréal Product, as communicated to the Customer by the L’Oréal from time to time.
"Non-Selective Products" means L’Oréal Products sold by L’Oréal that are not subject to a Selective Distribution Agreement.
"Other Applicable Agreement" means, where applicable, any further agreement entered into between L’Oréal and/or Partner (for instance in relation to subscription services in respect of a Partner) and the Customer that relate to either the L’Oréal Products and/or Partner Products (as applicable), including any wholesale or salon agreement.
“Partner” means a separate and independent sales partner based in the United Kingdom who promotes and sells goods and provides services to a Customer in the United Kingdom via the Website. For the avoidance of doubt, such Partner is not affiliated with L’Oréal, nor is it part of the L’Oréal Group.
“Partner Products” means any other hair dressing or complementary salon products and/or services as offered by Partners via the Website.
"Selective Distribution Agreement" means a contract agreed and signed between L’Oréal and Customer that accepts Customer into L’Oréal’s selective distribution system and allows Customer to purchase Selective Products, including any Selective Internet Addendum.
“Internet Addendum” means an addendum to a Selective Distribution Agreement agreed and signed between L’Oréal and Customer that provides specific approval for Customer to sell Selective Products on a specified website address and/or approved marketplace on the internet.
"Selective Products” mean the L’Oréal Products subject to a Selective Distribution Agreement.
"Side Letter" means a side letter to a Selective Distribution Agreement or a salon agreement agreed and signed between L’Oréal and Customer.
Section A: General Conditions
(For the avoidance of doubt, the following Conditions in this Section A shall apply to both L’Oréal Products and Partner Products.)
1. Either L’Oréal and/or Partner (as applicable) will sell and Customer will purchase either L’Oréal Products and/or Partner Products (as applicable) in accordance with these Conditions. and (where applicable, the Selective Distribution Agreement and Other Applicable Agreement), which will govern the contract between the parties to the exclusion of any other terms. These Conditions supersede and take precedence over any previous standard conditions of sale of L’Oréal/Partner (as applicable) or any terms Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. No addition to or modification of these Conditions, any Selective Distribution Agreement (where applicable) or any Other Applicable Agreement, shall bind L’Oréal or Partner (where applicable) unless accepted by its authorised signatory in writing. Where Customer is a Designated Retailer within the meaning of the Groceries (Supply Chain Practices) Market Investigation Order 2009 (“Investigation Order”) then the Groceries Supply Code of Practice as set out in schedule 1 of the Investigation Order applies to L’Oréal’s/Partner’s (as applicable) dealings with Customer.
Value Added Tax (VAT)
2. VAT is calculated, if applicable, at the relevant rate, on the total net goods value shown on the invoice, after all discounts have been deducted.
3. VAT is excluded from all list, discounted and bonus/promotional prices.
Intellectual Property Rights
4. 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 L’Oréal and/or Partner (as applicable) on, or in relation to, the L’Oréal Products/Partner Products (as applicable) 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 L’Oréal Products/Partner Products (as applicable). Customer acknowledges and agrees that all intellectual property rights relating to the L’Oréal Products/Partner Products (as applicable) are the exclusive property of L’Oréal and/or Partner (as applicable) and its affiliate companies.
Customer will procure that the L’Oréal’s/Partner’s (as applicable) intellectual property is only used as is to promote the L’Oréal Products/Partner Products (as applicable) and will not do (or authorise any third person to do) anything that may:
(a) impair or damage the L’Oréal Products/Partner Products (as applicable) or the goodwill or reputation associated with L’Oréal’s/Partner’s (as applicable) intellectual property rights; or
(b) adversely affect the value or validity of L’Oréal’s/Partner’s (as applicable) intellectual property rights; or
(c) bring the L’Oréal’s/Partner’s (as applicable) intellectual property rights into disrepute; or
(d) suggest an affiliation or relationship with L’Oréal/Partner (as applicable) that does not exist.
Warranties and Limitation of Liability
5. L’Oréal and/or Partner (as applicable) warrants that that on delivery of the L’Oréal Products/Partner Products (as applicable) they shall:
(a) conform in all material respects with their description; and
(b) be of satisfactory quality.
6. Customer acknowledges and agrees that:
(a) It shall inspect the L’Oréal Products/Partner Products (as applicable) to satisfy itself as to their condition and comply with the delivery queries procedure set out in these Conditions (as applicable); and
(b) Other than expressly provided herein, or in any Selective Distribution Agreement or Other Applicable Agreement (if applicable), L’Oréal and/or Partner (as applicable) has not given any warranty, condition or other term as to the quality or fitness for any purpose of the L’Oréal Products/Partner Products (as applicable) and all warranties, conditions or other terms, express or implied (by statute or otherwise), are excluded from the order and these Conditions (where applicable) to the fullest extent permitted by law.
7. L’Oréal/Partner (as applicable) will not be liable to Customer, whether arising from tort including negligence, breach of contract or otherwise, arising out of, or in in connection with the order or these Conditions for any:
(a) loss of profit (whether direct or indirect);
(b) loss of goodwill, loss of business; or
(c) any indirect or consequential loss or damage, costs, expenses (including of the type specified in Clauses 7 (a) - (c).
8. Nothing in these Conditions excludes or limits L’Oréal’s/Partner’s (as applicable) liability for:
(a) fraud or fraudulent misrepresentation;
(b) death or personal injury caused by its negligence; or
(c) any other matter for which it would be unlawful for L’Oréal/Partner (as applicable) to exclude or limit its liability.
Force Majeure
9. If L’Oréal/Partner (as applicable)is prevented from performing any of its obligations in respect of any orders by any circumstances whatsoever outside its control (including, but not limited to, strikes, labour disputes, fire, accident, act of God, explosion, flood, war or civil disturbance, breakdown of plant or machinery, difficulty or increased expense in obtaining staff or materials, and industrial or political activities) further performance of the relevant orders will either be suspended so long as L’Oréal/Partner (as applicable) is so prevented or, at L’Oréal’s/Partner’s (as applicable) option cancelled; in which case L’Oréal/Partner (as applicable) will not be liable for breach of contract or for any loss, damage or injury of any kind whatsoever, whether direct or indirect, caused by or arising out of or connected with the said suspension or cancellation.
Breach of these Conditions
10. If Customer (i) defaults or commits a breach of the Conditions in relation to L’Oréal Products/Partner Products (as applicable) or other aspects of an order or of any of its obligations to L’Oréal/Partner (as applicable); (ii) suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts in relation to L’Oréal Products only (as Partner Products are only able to be purchased on credit by Customer); (iii) makes an application for or enters into any arrangement with its creditors (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction); (iv) is or may within 28 days become insolvent or pass a resolution for winding up or a court of competent jurisdiction does or may within 28 days make an order to that effect (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction); (v) is or may within 28 days become subject to an administration order; (vi) is or may within 28 days become subject to a receiver, administrative receiver, examiner or other third party (including without limitation a creditor, garnish or, charger or bailiff) being appointed over or taking or attempting to take possession of any of its assets; (vii) enters any form of bankruptcy, either compulsory or voluntarily; (viii) undergoes any analogous occurrence to the aforementioned under foreign law; (ix) suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business in relation to L’Oréal Products; or (x) exposes L’Oréal/Partner (as applicable) to what is, in L’Oréal’s/Partner’s (as applicable) sole discretion (not to be unreasonably exercised), material risk of reputational harm to L’Oréal/Partner (as applicable), L’Oréal/Partner (as applicable) may cancel, suspend or terminate any contract or order between the parties and/or decline to make further deliveries and/or have access to Customer's premises for the protection and/or removal and repossession of any L’Oréal Products/Partner Products (as applicable) in which property will not have passed from L’Oréal/Partner (as applicable) to Customer.
Confidentiality
11. 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 L’Oréal/Partner (as applicable) or about any other confidential matters which may come to Customer’s knowledge in the course of its relationship with L’Oréal/Partner (as applicable). The restriction does not apply to: (a) any use or disclosure authorised by L’Oréal/Partner (as applicable) or as required by law; or (b) any information which is already in, or comes into, the public domain otherwise than through Customer’s unauthorised disclosure.
Law and Regulations
12. Customer shall, when entering into these Conditions and thereafter when engaging in any activity relating to these Conditions, comply with all applicable laws and regulations, in whatsoever jurisdiction may be relevant, including without limitation: the UK Bribery Act 2010, the UK Criminal Finances Act 2017, the UK Modern Slavery Act 2015, the UK Terrorism Act 2000, the UK Equality Act 2010, and any applicable competition law.
13. L’Oréal and some Partners (where applicable) are a registered producer as required by the Waste Electrical and Electronic Equipment (WEE) Regulations. If Customer wishes to return any item under the Business to Business take-back arrangements contact should be made with the relevant Division Customer Care department in relation to L’Oréal Products. For any arrangements concerning Partner Products, Customer to reach out directly to the relevant Partner.
Notices
14. Any notice or other communication given to a party under or in connection with these Conditions shall be in writing, addressed to that party at the address given in the order or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid next working day delivery service, commercial courier or email.
15. A notice or other communication shall be deemed to have been received: if delivered personally, at the time of delivery; if sent by pre-paid next working day delivery service, at 9.00 am on the next business day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one business day after transmission.
General
16. The Conditions (together with, where applicable, the Selective Distribution Agreement and any Other Applicable Agreement) and the order accepted by L’Oréal/Partner (as applicable) 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.
17. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to the order except as expressly stated in these Conditions and the order.
18. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into the order (unless such untrue statement was made fraudulently). Without prejudice to the foregoing, the only remedy available to a party in respect of a breach of any representation which is incorporated into an order shall be for breach of contract.
19. Upon termination of these Conditions, all rights and obligations of the parties hereunder will automatically terminate except for any rights of action which may have accrued prior to termination and any obligations which expressly or by implication are intended to commence or continue in effect on or after termination.
20. No one other than a party to an order shall have any right to enforce any of its terms.
21. No waiver by L’Oréal/Partner (as applicable) of any breach of these Conditions by Customer shall be considered as waiver of any subsequent breach of the same or any other provision.
22. L’Oréal/Partner (as applicable) may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under a contract for sale under the Conditions. Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under such contract without the prior written consent of L’Oréal/Partner (as applicable).
23. If a provision in these Conditions is held by a court or other competent authority to be invalid, unenforceable or unlawful in whole or part the validity of the rest of the provision and other Conditions shall not be affected.
24. These Conditions and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by English law and the parties agree to submit to the exclusive jurisdiction of the courts of England.
Section B: Conditions that apply to L’Oréal Products only
25. If applicable, in relation to L’Oréal Products only, in the event of any conflict between these Conditions, any applicable Selective Distribution Agreement, any applicable Selective Internet Addendum, any Other Applicable Agreement and an Order, the Selective Internet Addendum shall have priority, followed by the Selective Distribution Agreement, the Other Applicable Agreement, these Conditions, then the order. If the parties enter into a Side Letter, the Side Letter shall take priority over all other agreements entered into by the parties relating to its subject matter.
Terms that apply to Selective Products only sold by L’Oréal
26. Selective Products are sold through a network of non-exclusive distributors approved by L’Oréal in accordance with criteria set out in the Selective Distribution Agreement. Selective Products are supplied subject to Customer signing up to and complying with the relevant Selective Distribution Agreement and criteria at all times. Customer shall not be entitled to sell Selective Products via the internet without being approved by L’Oréal in accordance with its selective criteria for approved websites and and/or approved marketplaces , and signing up to and complying with the relevant Internet Addendum and website / marketplace criteria from time to time. If any Selective Distribution Agreement is terminated for any reason, then these Conditions shall automatically terminate in relation to those Selective Products as shall any unfulfilled order.
27. Customer will obtain its supplies of L’Oréal Products only from L’Oréal or from another distributor of the L’Oréal Products within the selective distribution network located in the European Economic Area, United Kingdom and Channel Islands or Switzerland. Where Customer purchases Selective Products from another distributor, Customer shall be responsible for ensuring that the Selective Products comply with all applicable law in the jurisdiction in which the Selective Products are imported, sold or otherwise distributed.
Order Process for L’Oréal Products
28. All orders for L’Oréal Products are subject to availability. An order for L’Oréal Products shall be binding on L’Oréal only once it has been confirmed by L’Oréal as evidenced by L’Oréal despatching an order from its warehouse. L’Oréal Products come in standard pack size and standard grouping boxes; L’Oréal reserves the right to round up an order to match standard grouping boxes. Customer’s placing of an order shall be deemed evidence of its acceptance of these Conditions. L’Oréal reserves the right to reject or place on hold an order in whole or in part for any reason including, but not limited to, where the total amount of unpaid invoices payable by Customer to L’Oréal exceeds or will exceed Customer’s credit limit with L’Oréal and/or L’Oréal’s credit insurer has declined coverage in relation to L’Oréal’s invoices to Customer. In such a case, L’Oréal reserves the right to request advance payment for orders placed by Customers that are not covered by L’Oréal’s credit insurance and/or to determine a maximum amount of L’Oréal Products that the Customer can purchase.
29. No order for L’Oréal Products accepted by L’Oréal may be cancelled by Customer except with the written agreement of L’Oréal and on the terms that, unless L’Oréal agrees otherwise, Customer will indemnify L’Oréal in full against all loss, costs, damages, charges and expenses incurred by L’Oréal as a result of the cancellation.
30. . In the event L’Oréal does accept an order for L’Oréal Products below the Minimum Order Value, L’Oréal reserves the right to charge for delivery of orders that fall below the Minimum Order Value.
31. Any delivery dates quoted are estimates only. L’Oréal shall endeavour to comply with any requested or agreed delivery date, but shall not be liable for failure to comply with quoted delivery dates whether due to late delivery or short delivery. Customer’s representative shall acknowledge receipt of the L’Oréal Products by signing the carrier’s proof of delivery note.
32. L’Oréal reserves the right to alter or amend these Conditions at any time save in respect of orders already accepted for L’Oréal Products. L’Oréal may at any time cease supply of any of the L’Oréal Products, or discontinue or remove any of the L’Oréal Products from its range of products for sale.
No Returns for L’Oréal Products
33. L’Oréal Products are not sold on a “Sale or Return” basis. L’Oréal Products are not to be returned to any address unless written authority has been received from L’Oréal and an official collection has been arranged by L’Oréal (for which L’Oréal will obtain insurance to cover risk of loss or damage to L’Oréal Products during transportation by the carrier on return journey back to L’Oréal). Unauthorised returns will not be refunded.
34. A minimum handling charge of 20% may be applied to all L’Oréal Products authorised for return and L’Oréal Products shop-soiled or otherwise not in re-saleable condition on receipt by L’Oréal may be subject to an increased handling charge, exception being to (a) those returned at L’Oréal’s request and (b) those which are faulty when supplied by the L’Oréal.
Price for L’Oréal Products
35. Prices are calculated on individual orders. Prices will be those in effect at the date of L’Oréal’s acceptance of the order. Customer remains free to set the price at which it will sell the L’Oréal Products.
36. Prices and these Conditions apply only to the United Kingdom, Channel Islands and Isle of Man in relation to L’Oréal Products.
37. L’Oréal reserves the right to revise quoted or list prices and discounts on 30 days written notice.
VAT
38. L’Oréal Products sold to the Channel Islands are outside of the fiscal (VAT) territory of the EU and therefore not subject to VAT.
Payment terms applicable to L’Oréal Products only
39. Unless otherwise authorised in writing, payment for L’Oréal Products is to be made by Direct Debit. L’Oréal reserves the right to charge fees to Customer if L’Oréal, in its discretion, allows payment by any other means.
40. Payment may not be netted off against promotional invoices or other amounts claimed from L’Oréal. Promotional activity must be invoiced by Customer to L’Oréal separately and will be paid in accordance with the promotional agreement between the parties and/or L’Oréal will issue a credit note to Customer to the value of the agreed promotional activity and Customer will pay the net amount outstanding under any invoices.
41. Unless otherwise agreed in writing, Customer will pay for the L’Oréal Products free of all deductions 45 days from the date of invoice and timing of payment shall be of the essence. Invoices are raised at the time of despatch of the L’Oréal Products. The 45 day credit period is from the despatch date up to payment and includes carriage time. Payment means cleared funds.
42. Default in payment of an invoice when it becomes due shall immediately and automatically, without any formal notice of default, accelerate and make immediately due and payable all other monies which may then be owed by Customer to L’Oréal.
43. For information about availability of early settlement, Customer should contact its usual L’Oréal representative.
44. If Customer fails to make payment in accordance with the Conditions then, without prejudice to any other right or remedy to which L’Oréal may be entitled, L’Oréal may:
(a) Cancel or suspend any further deliveries to the Customer in respect of L’Oréal Products;
(b) Require Customer to make a payment in advance of any delivery not yet made for any L’Oréal Products; and/or
(c) Charge interest for late payment at the rate (both before and after judgment) of 8 percent per annum above the Bank of England base rate in force on the due date for payment calculated on the outstanding balance (including interest) due from the date for payment down to receipt by L’Oréal of payment.
Delivery, Title and Risk in respect of L’Oréal Products only
45. In the event of delivery errors, faulty or damaged L’Oréal Products or account queries, Customer should contact L’Oréal’s Customer Service Department on the phone number shown on the invoice. Such claims must quote order/invoice number and must be notified within 10 DAYS of receipt of the L’Oréal Products. Evidence of damaged L’Oréal Products or packaging must be retained by Customer for inspection. Claims outside this time limit cannot be accepted. Accordingly, failure to notify L’Oréal in accordance with this time limit shall result in Customer’s deemed acceptance of the L’Oréal Products delivered, no liability will be accepted by L’Oréal in respect of late claims and Customer shall be bound to pay the price as if the L’Oréal Products were delivered in accordance with the order.
46. Subject always to Clause 8, L’Oréal's liability for any faulty or damaged L’Oréal Products shall be limited to, at the option of the L’Oréal, (i) replacement of the relevant L’Oréal Products within a reasonable time or, (ii) reimbursement of the price paid by Customer to L’Oréal for the affected L’Oréal Products.
47. Subject to Clause 8 and in respect to L’Oréal Products only, L’Oréal 's total liability to Customer in respect of an order for L’Oréal Products, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 125% of the price payable for the L’Oréal Products under that order.
48. L’Oréal will arrange carriage of the L’Oréal Products from its premises to those of Customer or, with L’Oréal’s prior written approval, to the premises where the Customer operates its business or the premises of Customer’s nominated warehouse provider. Customer shall make all arrangements necessary to take delivery of the L’Oréal Products whenever they are intended for delivery. Risk in all L’Oréal Products will pass to Customer on delivery by L’Oréal to the carrier that L’Oréal has arranged to transport the L’Oréal Products from L’Oréal’s premises. L’Oréal will obtain insurance to cover Customer’s risk of loss or damage to L’Oréal Products during their transportation by the carrier arranged by L’Oréal. The level of insurance cover will be the price of the L’Oréal Products relating to the relevant order.
49. Title in the L’Oréal Products shall remain with L’Oréal (notwithstanding delivery) until:
(a) L’Oréal has been paid in full for all sums of money for all L’Oréal Products sold by L’Oréal to Customer for which payment is due (or which become due) and all other sums of money due to L’Oréal from Customer on any account, including where relevant, in respect of Customer’s agreed contributions to the salary costs of the sales staff employed by L’Oréal to sell the L’Oréal Products at Customer’s stores in the UK; or
(b) until the L’Oréal Products are sold by Customer in the normal course of its business, whichever of (a) or (b) occurs first.
50. In respect of L’Oréal Products only, nothing in Clause 49 shall confer on Customer any right to return L’Oréal Products or to refuse or delay payment thereof. Until such time as title to the L’Oréal Products passes to Customer, Customer shall hold L’Oréal Products on behalf of L’Oréal and carefully store them separately from other goods belonging to Customer or third parties in such a way as to ensure they are clearly identifiable as belonging to L’Oréal. Until such time as title in the L’Oréal Products passes to Customer (and provided the L’Oréal Products are still in existence and have not been resold) L’Oréal may at any time require Customer to deliver up the L’Oréal Products to L’Oréal, and if Customer fails to do so forthwith, enter on any premises of Customer or any third party where the L’Oréal Products are stored and repossess the L’Oréal Products. Nothing in these Conditions shall prevent Customer from selling the L’Oréal Products in the ordinary course of its business. Customer's permission to sell the L’Oréal Products shall terminate immediately if a resolution is passed to wind up Customer or a Receiver or Administrator is appointed.
Advertising Materials in respect of L’Oréal Products
51. All advertising, display and promotional material which is supplied without charge (including samples and gift with purchase, merchandising units, retail units, spa units, display units) either by a sales representative or L’Oréal or delivered with an order or separately will remain the property of L’Oréal and will be returned if and when requested. If Customer fails to comply with L’Oréal’s reasonable request to return such materials, L’Oréal has the right to enter the Customer’s premises on prior notice to remove all such materials, together with any other signs or notices referring to L’Oréal’s Products. During the period in which such materials are displayed by Customer, L’Oréal shall only be responsible for the costs of rectifying manufacturer defects in the materials and all other costs associated with the upkeep and maintenance of the materials shall be borne by Customer.
Restrictions on L’Oréal Products
52. Professional / technical L’Oréal Products are available only for the exclusive use of professional hairdressers or other professionally qualified staff and must not be otherwise used or resold to the public.
53. In no circumstances must L’Oréal Products be exported except within the countries in European Economic Area, United Kingdom and Switzerland without the prior written approval of L’Oréal
Miscellaneous
54. Claims
Deliveries and Invoices: In the event of non-arrival of goods, delivery errors, faulty or damaged L’Oréal Products or account queries please contact L’Oréal‘s Customer Care Department who will be pleased to assist you. Such claim must be notified by telephone or in writing by post or email within 10 DAYS of receipt of invoice of goods and evidence of damaged L’Oréal Products and packaging must be retained by the Customer for inspection.
Please quote L’Oréal’s order/invoice number to assist with your enquiry. It is regretted that claims outside the time limit cannot be accepted. Accordingly, failure to notify L’Oréal in accordance with this time limit shall result in Customer’s deemed acceptance of the L’Oréal Products delivered, no liability will be accepted by L’Oréal in respect of late claims and Customer shall be bound to pay the price as if the L’Oréal Products were delivered in accordance with the Order.
L’Oréal Customer Care Department:
Address: L’Oréal (UK) Ltd, Unit 3, Roach Bank Road, Bury, BL9 8RY.
Email: [email protected]
Telephone: L’Oréal Professional: 0845 6000122 - Kérastase, Shu Uemura Art of Hair: 0845 6000515 - Redken and Pureology: 0845 6000815 - Matrix: 0161 777 1422
55. Payment for L’Oréal Products
Unless otherwise authorised in writing, payment for the L’Oréal Products is to be made by Direct Debit.
56. Minimum Order Values for L’Oréal Products
For L’Oréal Professionnel, Kérastase, Shu Uemura, Redken, Pureology and Pulp Riot products You can order below our usual Minimum Order Value of £75 and pay our delivery fee of £4.95 excluding VAT in the United Kingdom.
Minimum order terms to take effect from 1st April 2022:
- All orders below £75 (excluding VAT) will incur a £4.95 handling fee.
- All orders above £75 (excluding VAT) will not incur a handling fee.
- Next day delivery can be added to any order for an additional charge of £5.79. If an order is less than £75 (excluding VAT), then the handling fee and next day delivery fee shall both be applicable to such order.
57. Head Office & Registered Office of L’Oréal
L’Oréal (U.K.) Limited, 255 Hammersmith Road, London W6 8AZ. Registered no. 271555.
Section C: Conditions that apply to Partner Products only
Sales of Partner Products by Partners
58. As of [22 March] 2023, the L’Oréal Partner Shop (the Website) now offers a wider range of products to Customers in relation to the provision of hair dressing services and which are complimentary to a salon or other professional environment (i.e. the Partner Products). Currently this extension of product offering is only available to Customers based in the United Kingdom. Payment for any order of Partner Products is only available via debit or credit card (see Section 3 below for more details).
Moreover, L’Oréal makes no guarantee that the Partner Products will always be available on the Website, nor as to how long such Partner Products will be available for purchase by a Customer on the Website.
59. For the avoidance of doubt, these Conditions (where applicable) shall also apply to all orders made by Customer from a Partner for Partner Products, unless explicitly stated as otherwise on the Partner’s section of the Website.
Partner Product Orders.
60. For clarity, please note that if any Partner Products are bought by Customer, the Customer acknowledges that the relevant Partner is solely responsible for: (i) the Partner Product(s) in question (including any defective and/or recalled Partner Products), (ii) the acceptance of the relevant order and subsequent email notification of acceptance to Customer, and (iii) the fulfilment and delivery of the relevant order. For the avoidance of doubt, L’Oréal will have no liability or responsibility in relation to such an order, its fulfilment or delivery to Customer in connection with any order for Partner Products on the Website.
61. Partner is solely responsible for (including updating the following (as and when the need arises): (i) the listing (or de-listing), (ii) pricing, (iii) all Partner Product information, (iv) delivery time, (v) shipping methods and charges, and (vi) availability, of its Partner Products on the Website. Partner will also be responsible for indicating closure periods where Partner will be unable to fulfil Customer orders (i.e. bank holidays).
62. If the Customer has any queries, issues or concerns with any order they have made for Partner Products from the Website, such as (and not limited to) the following matters:
- the timing of when the title of Partner Products passes to the Customer (i.e. on delivery or at the time of payment being accepted by Partner, for example);
- the delivery charges that may be levied by Partner and the transportation method used by the Partner, and which party bears the responsibility here (i.e. insurance) for the Partner Products once they are in transit;
- whether the Partner has a minimum order value or a free delivery option if a certain order spend threshold is met;
- any delivery issues in connection with the order, be it lost in transit, damaged, part delivered/items missing, or late delivery, etc., and
- any other queries,
then Customer shall review the relevant terms and conditions on that Partner’s section of the Website, and if further assistance is required, then Customer shall reach out and contact the relevant Partner in question directly (and not L’Oréal). If Customer cannot obtain the assistance they require from the Partner, then Customer has the option of raising a dispute in line with Clauses 69 to 72 below.
Partner Product Returns
63. Partner shall be solely responsible for complying with any refund, replacement or repair rights that Customer may have under the terms of sale between Partner and Customer, or under applicable law in respect of Partner Products.
64. Customers have a 28 day cancellation right, whereby Customer can cancel their order or withdraw from the sales contract within 28 days following confirmation of shipment of the Partner Product to Customer by the relevant Partner. However, this cancellation right shall not be applicable to personalised or bespoke Partner Products, or Partner Products made to order. For further information on returns, please consult the Partner’s relevant section on the Website for further terms and conditions that may be applicable.
65. If such cancellation right is utilised by Customer, Customer shall receive a full refund from Partner for the relevant Partner Products and for the shipping fee for delivery of the relevant Partner Products to Customer, but Customer shall be responsible for paying for the shipping fee for returning the Partner Products to Partner. For clarity, any Partner Product sold by a Partner that Customer wishes to return, Customer must return the relevant Partner Product to the relevant Partner, and not to L’Oréal.
Price for Partner Products
66. Prices for Partner Products are determined at the sole discretion of the Partner. Prices are calculated on individual orders. Prices will be those in effect at the date of a Partner’s acceptance of the order. Customer remains free to set the price at which it will sell the Partner Products, if applicable.
67. Prices and these Conditions apply only to the United Kingdom for Partner Products, as Partners are only able to service Customers based in the United Kingdom.
Dispute Resolution for a Partner Product Order
68. Level 1 Dispute - If Customer has an issue with an order from a Partner, Customer shall contact the relevant Partner via the Website (using the “raise a query” function). Partner shall reply promptly to Customer (and no later than 2 business days).
69. Level 2 Dispute - If the dispute has not been resolved between Customer and Partner after 4 business days or if the Partner does not respond to Customer within the initial 2 business days, L’Oréal shall be alerted and shall work with the Partner to resolve the dispute. At this stage, L’Oréal will not open dialogue with Customer.
70. Level 3 Dispute - If the dispute has still not been resolved between Customer and Partner, L’Oréal shall review the dispute and arbitrate a solution. L'Oréal may find in favour of either side and will not be held liable for any losses suffered by Partner or Customer resulting from that decision.
71. For the avoidance of doubt, only the Customer or L'Oréal are able to close a dispute once it is raised.
Miscellaneous
72. If applicable, in relation to Partner Products, if further terms and conditions are agreed between Partner and Customer in relation to subscription services, for example, those terms and conditions shall take prevail over these Conditions in relation to the provision of the subscription services element only (otherwise these GTS shall prevail).
73. Please refer to the relevant Partner’s terms and conditions on the Website for any specific restrictions that may apply to its Partner Products.
3. ORDERS AND PAYMENT
(For the avoidance of doubt, this Section 3 shall apply to L’Oréal Products and Partner Products, where applicable.)
Any and all orders (being for the avoidance of doubt, for L’Oréal Products and/or Partner Products) carry the obligation to pay, which means that placing an order requires you to make a payment. Payments will be taken in line with these Terms of Sale and may be made:
- “on Account” for all types of orders for L’Oréal Products only as defined in Standard Terms and Conditions of Sale;
- And where the functionality is available (and for the avoidance of doubt, not for “pre-sales”), by credit card (Visa, or MasterCard), where you will need to enter (i) the card number; (ii) the expiry date; (iii) the name of cardholder; (iv) the 3-digit security code on back of card (Visa and Mastercard only) in relation to L’Oréal Products.
- For the avoidance of doubt, all orders placed for Partner Products can only be made via credit/debit card and no other payment option is possible.
Where the functionality is available to pay by credit card:
- Credit card transactions will be carried out in a secure manner by Adyen.
- Upon accepting the Standard Terms and Conditions of Sale (as part of the order process), a dedicated Site page will open up for payment of the order.
- If you select payment by credit card, you shall be automatically connected to the payment service provider’s e-cash server.
- The payment service provider’s server shall be secured by an SSL (Secure Socket Layer) encryption process intended to protect as efficiently as possible all data related to payment methods, and ensure that Purchaser’s banking details shall not at any time transit through L’Oréal’s/Partner’s (as applicable) IT system. It shall, therefore, assume no liability.
- L’Oréal’s/Partner’s (as applicable) computerized records or other recorded data shall constitute valid evidence of transactions made between L’Oréal/Partner (as applicable) and Purchaser.
The images of the L’Oréal Products/Partner Products (as applicable) on the Website are for illustrative purposes only. While every effort is made to ensure that the shade of the L’Oréal Products/Partner Products (as applicable) for which photos are displayed on the site is an accurate representation of the original products, variations may occur, in particular due to technical limitations in reproducing colour using information technology. The images that illustrate the L’Oréal Products/Partner Products (as applicable) do not fall within the scope of the contract and L’Oréal/Partner (as applicable) may not be held liable for errors or inaccuracies in photographs or graphics showing L’Oréal Products/Partner Products (as applicable) that are presented on the Website. The packaging of the L’Oréal Products/Partner Products (as applicable) may vary from that shown on images on the Website.
For clarity, L’Oréal is not responsible for the uploading of images, image quality, etc. of any Partner Products on the Website, such responsibility is that of the relevant Partner.
L’Oréal Products/Partner Products (as applicable) are offered subject to availability. If L’Oréal/Partner (as applicable) are unable to supply You with a L’Oréal Product/Partner Product (as applicable), for example, because that L’Oréal Product/Partner Product (as applicable) is not in stock or no longer available or because of an error in the price on the Website, L’Oréal/Partner (as applicable) will not process your order. If you have already paid for the L’Oréal Product/Partner Product (as applicable), You will receive a refund for the full amount of the L’Oréal Product/Partner Product (as applicable) as soon as possible. No substitute product will be sent to replace the unavailable product. L’Oréal/Partner (as applicable) may not be held liable if L’Oréal Products/Partner Products (as applicable) are out of stock or unavailable.
L’Oréal/Partner (as applicable) reserves the right to refuse all orders or deliveries if there is an existing dispute with You, in the event of total or partial failure to pay for a previous order by You, if credit/debit card payment authorisation is refused by the banking organisations, or in the event of total or partial failure to pay.
4. AUTO-REPLENISHMENT TERMS
(For the avoidance of doubt, this Section 4 shall apply to L’Oréal Products and Partner Products, where applicable.)
The Auto-Replenishment service is an optional service and it is not always available for all L’Oréal Products/Partner Products (as applicable) and such availability shall further remain at either L’Oréal’s/Partner’s (as applicable) sole discretion.
You can create Auto-Replenishment list(s) with your favourite L’Oréal Products/Partner Products (as applicable) which You want to have automatically shipped to You on a regular basis. You can create as many Auto-Replenishment lists as you like. You can select and edit the L’Oréal Products/Partner Products (as applicable) and the shipping method (if available) in your Auto-Replenishment list(s). Once You have created Auto-Replenishment list(s), L’Oréal Products/Partner Products (as applicable) from your Auto-Replenishment list(s) will be delivered to You (at the shipping address you have registered with L’Oréal/Partner (as applicable)) automatically at the frequency of your choice: every week / 2 weeks / 3 weeks / month until cancelled. By creating an Auto-Replenishment list or list(s), You subscribe to the Auto-Replenishment service and agree to these terms.
The total amount of your order (which shall for the purposes of this Section 4, “order” shall be deemed to be an order for either L’Oréal Products or Partner Products, as applicable) plus any applicable shipping costs will be charged to your account or (where the functionality is available) your credit card when the L’Oréal Products/Partner Products (as applicable) are shipped to You. L’Oréal/Partner (as applicable) reserves the right to change the prices for any products in its product lines, any applicable charges for shipping and handling, and to discontinue any products in its lines. The amount for each actual Auto-Replenishment order may vary due to changes in price, promotions or incentives and shipping amounts. Auto-Replenishment orders will reflect pricing at the time of each order renewal, including any promotional condition applicable to the products composing your Auto-Replenishment order. Auto-Replenishment is not always available for special promotions and seasonal items. L’Oréal/Partner (as applicable) will notify You of total order cost in the notification email sent to You before your order is shipped. Your order will be supplied in accordance with and subject to these General Terms of Sale.
Purchaser expressly authorises L’Oréal/Partner (as applicable) to automatically charge Purchaser’s account in relation to L’Oréal Products only or (where functionality is available) credit card for each Auto-Replenishment order for either L’Oréal Products/Partner Products (as applicable) PLUS shipping and handling. Purchaser accounts or (where functionality is available) credit card will be charged at shipment of every new order. Where credit card functionality is available, You authorise L’Oréal/Partner (as applicable) to establish and automatic credit card debit arrangement to pay for your Auto-Replenishment order. You acknowledge that the credit card details you used to pay for the first order will automatically be saved by the Payment Service Provider for current and future Auto-Replenishment purchases.
If an Auto-Replenishment order date falls on a weekend, holiday or non-shipment day, your Auto-Replenishment order will be processed on the next working day following. If any L’Oréal Products/Partner Product(s) (as applicable) in your Auto-Replenishment order are unavailable at the time of the order renewal, the order is not placed, the corresponding list is automatically set to inactive, and you will receive an email notification to inform You of the issue. If your Auto-Replenishment order is not cancelled, the L’Oréal Product will be shipped when it is in stock (this does not apply to orders for Partner Products). L’Oréal/Partner (as applicable) may discontinue products at any time. If one of your Auto-Replenishment products is discontinued by L’Oréal and/or Partner (as applicable), you will need to modify the content of your Auto-Replenishment list if you want to re-activate it.
If for some reason the minimum order value in relation to L’Oréal Products is not reached, shipping fees will apply on your Auto-Replenishment order.
You can cancel your Auto-Replenishment service at any time by accessing your lists in your My Account page. All cancellations will be effective immediately after the deactivation of the service from the dedicated page of your My Account section. If you cancel after your account has been charged, the cancellation will become effective for the following order cycle.
5. USER PERMISSIONS
(For the avoidance of doubt, this Section 5 shall apply to L’Oréal Products and Partner Products.)
User Permissions is a feature within L’Oréal Partner Shop/the Website which allows the Account Holder (Salon Owner or Manager) to offer website access to their employees. Access to the Website can be granted to provide the employees with specific site visibility and the Account Holder can choose at their discretion whether their employees can access: “Product, Pricing, Order or Credit Information”, as well as specific website features such as the basket, order placement, auto-replenishment and the permissions of other users within the business. It is the Account Holder’s responsibility to ensure the user permissions are kept up-to-date and maintained in accordance with the roles within their teams. For example, if an employee leaves the business, it is the Account Holder’s responsibility to de-activate that employee’s access.
Any activity conducted by an individual that an Account Holder has granted User Permission to (including but not limited to any orders placed in error or incorrectly), is the responsibility of the Account Holder (as if it were the Account Holder themselves that carried out that activity), and L’Oréal is not accountable for any such activity. For the avoidance of doubt, where the Account Holder permits an individual to amend the permissions of other users on the account, any activity whatsoever that results is the responsibility of the Account Holder.
Any actions taken by any individual that is granted User Permissions are subject to the General Terms of Sale and Terms of Use.
6. PERSONAL DATA
(For the avoidance of doubt, this Section 6 shall apply to L’Oréal Products and Partner Products.)
a) Personal data
All personal information (personal data) marked with an asterisk and collected for mail-order purposes shall be required as it is necessary for the purposes of processing and delivering orders and issuing invoices. This information shall be strictly confidential and for use by L’Oréal (as applicable) or its subcontractors under the same or similar obligations to manage and deliver orders and as described in L’Oréal’s Business Customer Privacy Policy accessible here.
Customer/Purchaser may receive marketing emails from L’Oréal and it’s brands about the L’Oréal Products and activities and products and services on L’Oréal Partner Shop if Customer/Purchaser has not previously opted out of this.
Customer/Purchaser shall have the right to access, modify, correct or delete their personal data and/or change their mind about receiving marketing communications at any time by sending a message and their Customer ID to L’Oréal’s Customer Service here.
Certain personal data shall be shared with the Partner(s) relevant to an order. Each Partner shall use this personal data in accordance with their privacy policy. Customer/Purchaser should consult the relevant Partner(s) privacy policy for more details (as set out on the relevant Partner’s section on the Website).
b) Cookies
The Website uses cookies. Cookies are computer files stored on the hard drive of Customer’s/Purchaser’s PC. For any further information on L’Oréal’s use of cookies on this Website, please read the notice available here.
7. MISCELLANEOUS PROVISIONS
(For the avoidance of doubt, this Section 7 shall apply to L’Oréal Products and Partner Products.)
a) Force majeure
Neither Party shall be held liable for any failure to perform all or any part of its/his/her obligations under these GTS where such default is due to force majeure.
Force majeure shall mean any event meeting the criteria defined by case law as issued by the courts of England and Wales and applicable legislation.
Any Party asserting a force majeure event shall notify the other Party within five (5) working days following the occurrence of such force majeure event. The Parties hereby agree that they shall meet as promptly as practicable in order to mutually determine the performance terms of the order during the force majeure event. If the interruption due to force majeure continues for a period of one (1) month or more and if L’Oréal/ Partner (as applicable) is unable to fulfil the order, L’Oréal/Partner (as applicable) shall give Purchaser a refund, as the case may be.
b) Partial Invalidity
In the event that any of the provisions under these GTS is held or found to be invalid under any law or regulation or final decision issued by a court of competent jurisdiction, all of the other provisions shall remain in full force and effect.
c) Entire GTS
These GTS (for the avoidance of doubt, together with the Selective Distribution Agreement and any Other Applicable Agreement (including any Partner terms in relation to subscription services, for example) defined in Section 2, if applicable) and the order summary sent to Purchaser shall form a single contract and reflect the entire agreement between the applicable Parties in relation to the online order of L’Oréal Products and/or Partner Products (as applicable) through the Website.
In the event of any discrepancy between any of these documents, these GTS shall prevail in relation to L’Oréal Products / Partner Products (unless expressly stated otherwise herein).
d) Amendment to the GTS
It is hereby specified that Purchaser shall be authorized to save or print these GTS, provided that it shall not make any changes hereto.
Applicable GTS shall be accessible at all times via the “General Terms of Sale” tag on every page of the Website.
L’Oréal may update these GTS from time to time. Any such update shall be subject to specific prior notice being displayed on the Website.
e) Governing Law
These GTS and the entire agreement between Purchaser and L’Oréal/Partner (as applicable) shall be governed by the laws of England. In the event of any dispute between Purchaser and L’Oréal/Partner (as applicable), failing resolution through the mediation processes (as set out within these GTS), said dispute shall be referred to the English Courts of competent jurisdiction.