Flame & Fragrance Ltd. Terms and Conditions
These conditions of sale form part of all contracts for the supply of goods by Flame & Fragrance Ltd ("the Seller"). They will prevail over any oral or written terms or conditions submitted by any Buyer ("the Buyer") unless these have been agreed in writing by the Seller.
Flame and Fragrance supplies Village Candle Inc products on behalf of Eighteen Ten Limited. (Flame and Fragrance terms and conditions still apply).
2. Orders subject to Acceptance
2 (ii) The Seller may refuse to accept any Proforma order placed by the Buyer if a signed and agreed Proforma has not been completed by both the Buyer and Seller prior to payment being made.
3. Cancellation of Order
The Seller reserves the right to refuse any cancellation or proposed cancellation of orders placed in writing by the Buyer if the goods are ready for despatch and a delivery date has been agreed by the Buyer. Any cancellation requests need to be made within 3 days of the order being placed with Flame & Fragrance Ltd.
4 (i) Delivery estimates will be given in good faith by the Seller at the time of acceptance of order and the Seller shall endeavour to adhere to them at all times. Delivery methods vary depending on the order size and the area for delivery. Once we accept the buyers order, we will confirm both delivery method and the time needed to prepare the order for despatch. If multiple shipments are required, we will also advise the buyer of this prior to processing the order.
4 (ii) No responsibility or obligation for any loss arising from delay in delivery shall be accepted by the Seller unless otherwise agreed in writing by both the Buyer and the Seller
4 (iii) UK Mainland Orders with a value of less than £200 which have been accepted by the Seller will be subject to a carriage charge of not less than £10.00
4 (iv) From the time of delivery to the Buyer the goods shall be at the risk of the Buyer. The Buyer is then solely responsible for their custody, maintenance and insurance.
4 (v) The purchaser must inspect the products upon delivery and inform Flame & Fragrance Ltd within 7 days in writing of any products which are delivered in a damaged or defective state or of any shortfall in the quantity of any delivery. Any shortfall in the quantity of Products delivered from that stated in any contract to which these conditions apply shall not give rise to a claim for damages for breach of contract solely as a result of such shortfall bur the purchaser shall only be obliged to pay at the contract rate for the quantity of Products delivered.
Non-Delivery must be reported by the purchaser within 48 hours by telephone of the agreed date of delivery and confirmed in writing within 7 days of the agreed date of delivery.
All correspondence should contain customer name, address, account number with Flame & Fragrance Ltd and the invoice number that the claim relates to.
5. Return of Products
Products cannot be returned for credit through agents of Flame & Fragrance Ltd. The purchaser shall have no right to require Flame & Fragrance Ltd to take back and to give credit for non-defective product delivered to the Purchaser in accordance with Clause 4. Should the purchaser prove to the satisfaction of Flame & Fragrance Ltd that Products supplied are not in accordance with the specifications of the order or are defective by way of faulty material or workmanship, Flame & Fragrance Ltd may at its discretion request the return of the products in question for repair or replacement or issuance of a credit note to the value of the products concerned. Flame & Fragrance Ltd cannot be held responsible for lost returns. Any returns that fit this criteria should be made to the sales office within 7 days of delivery.
6 (i) All prices quoted are inclusive of packaging and delivery (subject to Clause 4) to the Buyer's premises, where those premises are in mainland UK, or to a nominated UK address where those premises are not in mainland UK and are nett of all taxes.
6 (ii) All prices will be as stated on the Sellers Price List unless otherwise agreed in writing by an officer of the Seller and accepted in writing by the Buyer, its employee or agent. A Copy of the Seller's Price List will be made available at all times to the Buyer and any amendment to this Price List will not be considered binding on the Buyer if it has not been communicated in writing by the Buyer at least 7 days prior to a change being effected.
7 (i) The Buyer shall affect payment to the Seller in the currency specified in the Sellers' invoice, in the manner stated on the invoice, in full within 14 days of the date of invoice unless otherwise agreed in writing by both the Buyer and the Seller.
7 (ii) If payment is not made on the due date then the Seller shall reserve the right to charge interest and administration costs up to and including the date of receipt of payment.
7 (iii) Any late payment by the Buyer shall entitle the Seller to treat as void any other unexecuted contracts then existing between the Buyer and the Seller. Under these circumstances the Seller shall have no liability whatsoever to the Buyer.
8. Online Stockist Policy
Existing "online only" customers shall make Flame and fragrance aware of their websites prior to listing any Flame and fragrance supplied products online, along with the details of the ranges listed and the intended website(s) used for the solicitation of sales.
New "online only" customers must apply for an account specifically to trade online. This must meet criteria set by Flame and Fragrance. We intend to keep our "online only" retailer numbers limited in order to support our existing online and retail stockists.
Retailers with bricks and mortar premises are permitted to sell online via their own wholly owned websites. The Licensed brands supplied by Flame and Fragrance must be authorised by Flame and Fragrance in line with the rights granted to Flame and Fragrance by the Licensor/rights owner. Rights are not awarded to reproduce any intellectual property via any other website without written permission.
Online stockists should have a dedicated customer service facility which is clearly advertised on their website. Stockists must not direct their customers to any helplines operated by Flame and Fragrance nor those of the brands being sold. The customer service facility must have a dedicated telephone number and handle customer service matters in a friendly and helpful manner. It must be made clear to the stockists customers that the stockist is not Flame and Fragrance and take steps to avoid any confusion. It should be made clear that the Online Stockist is not acting on behalf of Flame and Fragrance or in any official capacity. All deliveries should be made in a timely manner and with the appropriate packaging. Boxes should be of an adequate size and contain appropriate internal and external packaging. Only products that customers have in stock can be displayed for sale on the website.
- Flame and Fragrance considers all barcodes, images, descriptions and brand names to be its intellectual property and as such can only be used in accordance with the Online Stockist Policy. Members of our Sales team can provide access to this information for all authorised online stockists.
- Flame and Fragrance must be advised of all promotions that the stockist intends to run outside of the normal promotions (e.g. Scent of the Month).
- Flame and Fragrance refuses the use of "authorised dealer", "authorised stockist" or any similar terminology without written permission from Flame and Fragrance.
- Flame and Fragrance does not allow any sales of its products on e-bay/Amazon nor be advertised on Market Place websites e.g Amazon, Rakuten without the prior written consent of a Flame and Fragrance Director/Manager. All search criteria, headers including pay per click must not contain any wording containing (not limited to) "money off", "discount", "x% off".
- Flame and Fragrance offers a fragrance of the month promotion. Online stockists are encouraged to follow the brand guidelines. This would normally be for one fragrance collection per month.
- Flame and Fragrance reserves the right to place accounts, that fail to comply with these terms and conditions, on to our standard online selling terms (RRP less 50%), refuse orders or terminate an account.
9. Retention of Title
(a) The goods shall remain the Seller's Property until the Buyer has paid for them in full. Until that time the Buyer shall hold them as bailee, store them in such a way that they can be identified as the Seller's Property and keep them separate from the Buyer's own property and the property of any person.
(b) Although the goods remain the Seller's property until paid for, they shall be at the Buyer's risk from the time of delivery and the Buyer shall insure them against loss or damage accordingly (and in the event of such loss or damage shall hold the proceeds of such insurance on behalf of the Seller as trustee for the Seller).
(c) The Buyer's right to possession of the goods shall cease if
- (i) the Buyer has not paid for the goods in full by the expiry of any credit period allowed by this contract; or
- (ii) the Buyer is declared bankrupt or makes any proposal to his creditors for a composition or other voluntary arrangement; or
- (iii) a receiver, liquidator or administrator is appointed in respect of the Buyer's business.
On cessation of the Buyer's right to possession of the goods in accordance with this clause the Buyer shall at his own expense make the goods available to the Seller and allow the Seller to repossess them.
(d)The Buyer hereby grants the Seller, his agents and employees an irrevocable licence to enter any premises where the goods are stored in order to repossess them or inspect them at any time.
(e)The goods remain the Sellers property until the Buyer has paid all sums due from it to the seller on any account whatsoever.
10 (i) The Seller shall endeavour to ensure that all descriptions and specifications are correct when given but reserves the right to alter such specifications and descriptions in writing and without liability to the Buyer.
10 (ii) The Buyer shall be responsible for ensuring that the quantities and descriptions of its orders correspond with the goods it wishes to receive.
No order confirmation will be issued by the Seller.
The Seller will be entitled to terminate a contract with the Buyer if the Buyer repeatedly commits a breach of any of these terms and conditions or if the Buyer becomes subject to an administration order, bankrupt or goes into liquidation, other than for the purposes of reconstruction. In the event of such a termination the Seller shall be entitled to suspend and/or cancel any future deliveries or existing orders without any liability to the Buyer.
The Buyer shall not directly or indirectly sell the goods supplied in any other country or territory than a member state of the European Union or the European Free Trade Association.
13. Applicable Law
These Conditions shall in all respects be construed in accordance with the laws of England and all parties agree to the jurisdiction of the English Courts.
14. Data Protection
Information about the Buyer, its employees and agents may be retained by the Seller to maintain and update its records to enable the Seller to administer and facilitate the Buyers' requirements. The Seller may also exchange such information about the Buyer with credit reference agencies to facilitate carrying out credit checks and other facilities for preventing fraud, theft and for tracing debtors.
We will not sell, distribute or lease your personal information to third parties unless we have your permission or are required to do so by law.
Under the Data Protection Act 1998, you are legally entitled to request details of the personal information held about you.
15. Obligations of the Seller
The Seller is obliged to inform the Buyer from time to time of any news, information and services which may be of interest to the Buyer and which could be construed as either useful to, or harmful to the commercial interests of the Buyer. These may include, but may not be limited to any changes of pricing, delivery terms and other conditions of sale not covered in the Terms and Conditions.
All designs, specifications, drawings, documents and information disclosed by the Seller to the Buyer, its employees and agents shall be treated by the Buyer as confidential and the Buyer, its employees and agents may not disclose, deal or use any such information without the written authority of the Seller. The Buyer shall indemnify the Seller against any loss or damage arising from a breach by the Buyer of this clause. This provision shall include costs and expenses.