Version 9 – applicable to business-to-business sales by Provence Cosmetics UK Limited (trading as Starvac UK).
1. INTERPRETATION
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Company / PCUK: Provence Cosmetics UK Limited, a company registered in England and Wales under company number 13680886, VAT number GB 486 7943 23, with its registered office at Regus Grosvenor Gardens, 52 Grosvenor Gardens, London SW1W 0AU.
Client: the professional (beauty salon, spa, or aesthetic clinic owner or operator) who places an Order with PCUK, acting in the course of its business. These Conditions apply exclusively to business-to-business (B2B) sales; they do not apply to consumers.
Force Majeure Event: has the meaning given in Clause 10.
Goods: the devices, spare parts, accessories and consumables sold by PCUK, including equipment manufactured by Starvac Group ("Starvac") and distributed by PCUK under an authorised distribution arrangement, as set out in the Order.
Order: the Client's order for the supply of Goods, as set out in the Client's order form or purchase order.
UK GDPR: has the meaning given in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
1.2 A reference to a party includes its successors and permitted assigns. A reference to legislation is a reference to that legislation as amended or re-enacted from time to time, and includes all subordinate legislation made under it.
2. FORMATION OF THE CONTRACT
2.1 The Order constitutes an offer by the Client to purchase the Goods on these Conditions. The contract is formed only once PCUK issues a written acceptance of the Order (including by email); receipt of an Order by PCUK does not by itself constitute acceptance.
2.2 These Conditions apply to the contract to the exclusion of any other terms the Client seeks to impose or incorporate, or which are implied by trade custom, practice or course of dealing, unless expressly agreed in writing by PCUK.
2.3 The benefit of an Order is personal to the Client and may not be assigned, subcontracted or otherwise transferred without PCUK's prior written consent.
2.4 PCUK's electronic records constitute evidence of the parties' dealings under the contract, in the absence of proof to the contrary.
3. THE GOODS
3.1 The Client purchases the Goods under its own responsibility and warrants that it is legally and professionally entitled to use them, including holding any professional qualification required for aesthetic or cosmetic equipment.
3.2 The Client acknowledges that use of the devices requires specific training, provided by PCUK and/or Starvac, and undertakes to use the devices in accordance with that training, the User Manual and the manufacturer's recommendations.
3.3 PCUK accepts no responsibility in the event of resale by the Client of a device that has not been serviced by PCUK and/or Starvac, or resale to a third party who has not received the required training or does not hold the necessary professional qualification. On any transfer of a device to a third party, the Client shall inform PCUK of the third party's name and contact details, subject to the third party's consent.
4. PRICE AND PAYMENT TERMS
4.1 Prices are stated in Pounds Sterling (GBP), exclusive of VAT, which is payable in addition at the prevailing rate. Prices are as set out in PCUK's current price list, unless a specific dispensation is agreed by PCUK's management. A quotation is valid for one (1) month from its date of issue.
4.2 Unless otherwise agreed in writing, payment is due in full at the time of Order. PCUK reserves the right to amend its prices without notice as to future Orders.
4.3 If the Client fails to pay any sum due under the contract by its due date, PCUK may charge interest on the overdue sum, accruing daily, at 8% per annum above the Bank of England base rate from time to time, from the due date until payment in full, whether before or after judgment.
4.4 Late payment of all or part of an invoice entitles PCUK to demand immediate payment of all other outstanding invoices, and to suspend or terminate performance of any pending Order and/or service, including maintenance.
4.5 All amounts due under the contract shall be paid in full without any set-off, counterclaim, deduction or withholding, other than any deduction or withholding of tax required by law.
5. DELIVERY
5.1 Delivery is made to the address stated on the Order or otherwise notified at the time of Order. Delivery dates are estimates only; time of delivery is not of the essence. A delay in delivery, whatever its duration, does not justify cancellation of the Order or any claim for compensation, including for loss of business caused by the delay, save where the delay results from PCUK's own default.
5.2 The delivery charge quoted corresponds to standard access conditions at the installation site as described by the Client. Additional costs linked to difficult or restricted access are payable by the Client.
5.3 The Client shall inspect the Goods promptly upon delivery. Any visible damage or shortage must be noted on the delivery documentation and notified to PCUK in writing within twenty-four (24) hours of delivery. A detailed written claim, including photographs where applicable, must follow within four (4) days. Any non-receipt of the Goods must be notified to PCUK in writing within seven (7) days of the expected delivery date notified to the Client. The Client shall retain all packaging and cooperate with PCUK and/or the carrier in connection with any claim relating to loss or damage during transport.
6. RISK AND RESERVATION OF TITLE
6.1 Risk in the Goods passes to the Client upon delivery of the Goods to the delivery address stated in the Order. From the time of delivery, the Client assumes responsibility for any loss of or damage to the Goods.
6.2 Title to the Goods does not pass to the Client until PCUK has received payment in full, including all principal, fees and interest due.
6.3 Until title has passed, the Client shall: (a) store the Goods separately from other goods held by the Client so that they remain readily identifiable as PCUK's property; (b) not remove, deface or obscure any identifying mark on the Goods; (c) maintain the Goods in satisfactory condition and keep them insured against all risks, at the Client's own expense, for their full price; and (d) give PCUK such information as PCUK may reasonably request from time to time as to the location of the Goods and the Client's financial position.
6.4 At any time before title to the Goods passes to the Client, PCUK may require the Client to deliver the Goods back to PCUK if full payment has not been received. If the Client fails to do so promptly, PCUK reserves the right to enter any premises of the Client or of any third party where the Goods are stored in order to recover them.
7. WARRANTY
7.1 Device warranty
PCUK warrants to the Client, as purchaser of a new device, that the device shall be free from design or manufacturing defects for a period of two (2) years from the date of delivery to the Client.
The warranty covers malfunctions not attributable to the user. It does not cover damage caused by a fall, breakage of the machine, or breakage of any component other than cables where such breakage results from normal wear and tear. If a device purchased new is resold, the remaining warranty transfers to the new owner provided PCUK is notified in writing of the transfer.
Under this warranty, PCUK will exchange or repair, free of charge, any part recognised as defective, but the Client may not demand replacement of the entire device. Repairs or exchanges under warranty do not extend the warranty period, whether or not they involve immobilisation of the device. Replaced parts become PCUK's property. No compensation is payable for loss of use.
PCUK is the Client's first point of contact for warranty claims and carries out level-1 servicing (basic diagnostics and parts covered by PCUK's own spare parts stock, as required under PCUK's distribution agreement with Starvac). Where a warranty repair requires the device to be returned to the manufacturer's premises in France, PCUK arranges and bears the cost of the outward transport; the return transport is arranged by Starvac, in line with PCUK's own arrangement with Starvac, save where the parties agree otherwise in writing.
7.2 Accessories warranty
Accessories carry a warranty period of one (1) year from the date of delivery to the Client, on the same basis and subject to the same exclusions as set out in Clause 7.1.
PCUK does not offer any separate warranty on spare parts sold on their own, or on repairs carried out outside the device/accessory warranty set out in this Clause 7.
7.3 Conditions and exclusions
The warranties above apply provided the device is maintained and used in accordance with the User Manual and manufacturer recommendations, and only authorised consumables and spare parts are used. The warranty does not cover damage caused by non-compliance with electrical connection, installation or use rules; installation not compliant with applicable UK regulations; use beyond the Client's professional qualification; or misuse. Further exclusions are listed in the User Manual, including unauthorised modification, dismantling, or intervention by the Client or an unauthorised third party. The warranty does not cover consumables, supplies, or parts subject to normal wear.
7.4 Limitation of liability
PCUK's liability for shortage, failure or defect in the Goods is limited to the cost of making good such shortage, failure or defect by repair or replacement in accordance with this Clause 7. PCUK shall not be liable for any direct or indirect damage or loss, including loss of profit, loss of business, or business or financial loss, sustained by the Client, save to the extent such liability cannot lawfully be excluded or limited — including death or personal injury caused by negligence, or liability under the Consumer Protection Act 1987 for defective products, or the implied terms as to title under section 12 of the Sale of Goods Act 1979.
8. PERSONAL DATA
8.1 PCUK shall comply with the obligations imposed on a controller under the UK GDPR and the Data Protection Act 2018.
8.2 The Client expressly authorises PCUK to collect personal data concerning it (name, postal address, e-mail address, telephone number) for the purpose of managing and processing Orders and the commercial relationship. This data is retained for the duration of the commercial relationship and may be shared with PCUK's carriers and service providers, subject to written contractual obligations no less onerous than those imposed on PCUK.
8.3 The Client has the right to access, rectify, and request erasure of data concerning it, a right to restrict or object to processing on legitimate grounds, and a right to data portability, by writing to Provence Cosmetics UK Limited, Regus Grosvenor Gardens, 52 Grosvenor Gardens, London SW1W 0AU. The Client may also lodge a complaint with the Information Commissioner's Office.
8.4 The Client undertakes to comply with applicable data protection law in respect of its own end customers' personal data, including obtaining consent where required and honouring data subject rights.
9. INTELLECTUAL PROPERTY AND COMMUNICATION
9.1 PCUK grants the Client, for so long as the Client uses the devices, a royalty-free, non-exclusive licence to use the trademarks under which the Goods are marketed, solely in connection with the Client's use of the Goods in the ordinary course of its business. The Client shall not use any similar sign liable to cause confusion as to the origin of the Goods, including in a business name, domain name, e-mail address, or social media handle.
9.2 PCUK may provide the Client with approved marketing visuals and materials for the promotion of treatments performed with the Goods. The Client may use such materials in accordance with any brand guidelines provided by PCUK or Starvac. The Client shall obtain PCUK's prior written approval before publishing any independently created advertising or promotional material that uses or modifies PCUK or Starvac trademarks, logos, technical claims or official marketing materials. PCUK may require the Client to cease using any material that does not comply with applicable brand guidelines or applicable law.
9.3 This licence ends when the Client ceases to use the Goods. PCUK reserves the right to take action against the Client for any failure to comply with this Clause 9.
10. FORCE MAJEURE
Neither PCUK nor the Client shall be in breach of the contract, or otherwise liable, for any failure or delay in performance resulting from events, circumstances or causes beyond its reasonable control. Time for performance shall be extended accordingly. If such delay or non-performance continues for more than three (3) months, either party may terminate the contract by giving thirty (30) days' written notice to the other.
11. PRODUCER RESPONSIBILITY — WASTE ELECTRICAL AND ELECTRONIC EQUIPMENT (WEEE)
PCUK is registered as a small producer under the Waste Electrical and Electronic Equipment Regulations 2013 (as amended), producer registration number WEE/MM7475AA. Where the Client disposes of a device that becomes waste within the meaning of the WEEE Regulations, the Client is responsible for the cost and organisation of collection and treatment of that waste, and must pass on this obligation to any subsequent owner in the event of transfer of the device.
12. GOVERNING LAW AND JURISDICTION
This contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
13. GENERAL
13.1 Entire agreement. These Conditions, together with the Order confirmation, constitute the entire agreement between PCUK and the Client in relation to the sale of the Goods, and supersede all prior agreements, representations and understandings, whether written or oral, relating to their subject matter.
13.2 Third party rights. The provisions of the Contracts (Rights of Third Parties) Act 1999 are excluded; no third party may enforce any term of these Conditions.
13.3 Severability. If any provision of these Conditions is held to be invalid, illegal or unenforceable, that provision shall be deemed severed, and the remainder of these Conditions shall continue in full force and effect.
13.4 No waiver. PCUK's failure to enforce any clause of these Conditions at a given time shall not be construed as a waiver of its right to enforce it later.