1.    Definitions

Seller

• Means Spiezia Organics Ltd t/a Made for Life Organics of Health & Wellbeing Innovation Centre, Treliske, Truro, Cornwall TR1 3FF.

Buyer

• The person using the Customer Portal

Customer Portal

• The online purchasing system provided by the Seller for use by the Buyer

Conditions

• the terms and conditions of sale as set out in this document and any addendums and special terms and conditions agreed in writing by the Seller.

Working Day

• refers to the days in the working week, the span of (often five) days that are not the weekend with the exception of working days that fall on bank holidays.

Goods

• the items or services which the Buyer agrees to buy from the Seller.

Professional Products

• means the Made for Life Organics products used in the delivery of the treatments in the treatment rooms.

Retail Products

• means the Made for Life Organics products supplied to the Buyer for the purpose of retail sales.

Treatments

• means the Made for Life Organics treatments undertaken by the Buyer.

Price

• the price for the Goods, excluding VAT and any carriage, packaging and insurance costs as set out in the Schedule as an addendum hereto.

Stripe

• refers to the payment processing provider utilised by Made For Life Organics for online transactions.

Term

• the term to which the supply of goods or services are agreed.

Force Majeure Event 

• has the meaning set out in clause 12.

The Buyer’s attention is particularly drawn to Clause 13

2. Conditions

2.1 By clicking on the check box, you are accepting these Conditions that shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods taking precedence over the Buyer’s standard conditions of purchase unless agreed in writing.

2.2 Account Approval Trade customers must be approved by Made for Life Organics to create an account and make purchases. Approval can be requested via email at orders@madeforlifeorganics.com or through the trade account contact form on our website.

2.3 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.

2.4 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.

2.5 These Conditions may not be varied except by the written agreement of a director of the Seller.

2.6 These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.

2.7 Use of the Website. The website is provided for the exclusive use of approved trade customers.

2.8 Customers are responsible for maintaining the confidentiality of their account and password and for restricting access to their computer.

2.9 All content included on the website, such as text, graphics, logos, images, and software, is the property of Made for Life Organics or its content suppliers and protected by international copyright laws.

3. Price

The Price shall be as published by the Company in the Customer Portal, and the price quoted on the Seller’s confirmation of order. All prices are exclusive of any value added tax or any sales taxes which may apply and all costs of carriage and insurance and all loading or unloading and import duties.

The Company withholds the right to hold its own promotions and sales of Retail Products.

Items may be added to or removed from the Customer Portal from time to time. Such changes shall be communicated from the Company to the Buyer within 30 days.

Whilst it is our intention to guarantee professional product prices for a period of 6 months from the date of this contract, Parties agree to negotiate in good faith any further change with 60 days notice. Recommended Retail Prices for retail products are subject to change without notice, but such changes will be communicated in a timely manner.

Delivery charges are determined in the Customer Portal.

4. Payment

4.1 Payment of the Price and VAT shall be due prior to delivery of the Goods unless otherwise agreed. Payment terms are set within the Customer Portal

4.2 Made for Life Organics uses Stripe as its prepaid payment provider. By using Stripe, you agree to their terms and conditions and acknowledge that Made for Life Organics is not responsible for any issues related to payment processing.

4.2 The Buyer shall pay all accounts in accordance with the agreed payment terms and shall not exercise any rights of set-off or counterclaim against invoices submitted by the Seller.

4.3 BACS payments on account, where agreed, shall be by transfer or by card payment. BACS transfer:

HSBC BRANCH: BOSCAWEN ST, TRURO, CORNWALL

ACC NAME: SPIEZIA ORGANICS LTD

SORT CODE: 40-44-34 ACC: 51669125

Office phone number for card payments: +44 (0)1326 221777

5. Goods

5.1 The Seller reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements or to improve products and continue supply. Where such change is required these changes shall be notified to the Customer.

6. Warranties

The Seller warrants to only sell Retail Products that are within date, ideally giving Clients at least six months before expiration of use by date (see clause 7). Products that have been opened have a shelf life of six months.

The Seller warrants that the Retail Products and Professional Products:

6.1.1 conform with their description;

6.1.2 are of satisfactory quality with the meaning of the Sale of Goods Act 1979; and

6.1.3 are fit for the purpose held out by the Seller.

7. The Buyers’ Obligations

The Buyer hereby agrees:

7.1 to use all reasonable efforts to implement, market and promote the Services within their business covered by the Agreement information below;

7.2 that the Made for Life Organics brand will be represented correctly with approved logos, images and text which are available on request.

7.3 to ensure it holds adequate levels of Professional products to perform treatments as per guidance from training completed.

7.4 to sell or use first the products it purchased first referring to the FIFO stock policy.

7.5 to store, use and dispose of products in accordance with good practice and the COSHH guidelines issued by the Seller.

7.6 that RRP pricing will be adhered to with a parameter of 10% discount for events, event and promotional discount occasions not exceeding 4 occasions per annum.

7.7 not to market or sell the services or products outside the specified business locations or the buyers own website covered by this Agreement without the express agreement and brand standards of the Seller. Such internet sites must portray a professional representation of the Made for Life Organics brand. The sale of products on third-party retail websites such as Amazon, eBay etc. is expressly forbidden.

7.8 to comply with all reasonable directions of the Seller in respect of the Buyer Website, to ensure that the Buyer Website complies with Online Sale Requirements. All web-based promotions must be for Retail products and treatments only. The Seller reserves the right to instruct the Buyer to remove from the website a promotion if deemed to be detrimental to the Seller’s brand image. Fulfilment of website orders, including all packaging and delivery, must be of a standard that is representative of the quality of the Seller’s brand.

7.9 not to make any representations or warranties about the Services or Products except as authorised by the Seller:

7.10 to notify the Seller of any actual or threatened infringement of IP, patent, trademark or copyright rights. The Seller retains the Intellectual Property and copyright on all training material and designs produced and no assignment of rights is affected by this Agreement.

7.11 to provide the Seller with notice of assistance as it may require for any promotional activities it undertakes in relation to the sale of Services or Products e.g. display of POS material; assistance with sales events through promotion to clients. Displays must represent the Seller’s brand standards and ethos.

7.12 to only sell products that are within date, ideally giving Clients at least six months before expiration of use by date.

7.13 that treatments will be strictly performed by therapists who have undertaken the Seller’s training using Made for Life Organics products, or in agreement in writing if any amendments. The Buyer should undertake product knowledge and treatment refresher training on a 12-monthly basis to keep abreast of new and updated procedures and products and revise general practices. Therapists practicing Cancer Touch Therapy require annual refresher training to comply with the SATCC standards and charter.

7.14 that all therapists of the Buyer will endeavour to attend any new Treatment or Product training on request subject to the business demands of the Buyer.

7.15 that if occurrences where the Seller has reasonable cause for concern with regard to the standards of Treatments being provided by the Buyer, the Buyer hereby agrees to undergo a Treatment evaluation with support from the Seller and take such measures as are necessary to ensure the Seller’s brand standards and protocols are adhered to.

8. Delivery of the Goods

8.1 Delivery of the Goods shall be made to the Buyer’s agreed address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.

8.2 The Seller endeavours to ship within 7 working days unless products are out of stock, which will be advised at the point of receiving the order, along with the estimated date that the product will be available. There is an option to introduce a “Required Date” in the Customer Portal, however this does not take precedence over the agreed service level.

8.3 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro-rata adjustment to the Price shall be made.

8.4 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.

8.5 The Buyer shall ensure that all goods are safely received and stored to prevent damage. Damage occurring after delivery shall be the responsibility of the Buyer (see clause 10.1).

9. Acceptance of the Goods

9.1 The Buyer shall be deemed to have accepted the Goods two working days after delivery to the Buyer.

9.2 The Buyer shall carry out a thorough inspection of the Goods within two working days and give notice in writing to the seller after discovering that some or all of the goods do not comply with the Warranty above. The Buyer must return the Goods to the Seller at the Buyer’s cost and the Seller shall, at its option, repair or replace any Goods that are defective or refund the price of such defective Goods.

9.3 Where the Buyer has accepted or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.

9.4 Risk of loss or damage to any delivery of products shall pass to the buyer once signed for.

9.5 Returns will not be accepted into the Seller’s warehouse unless written authority has been given to the Buyer.

9.5.1 All returns must be clearly marked with the account name and order number.

9.5.2 Any Retail products that are out of date or in any way unsellable will not be accepted for return. Any opened Professional products will not be accepted for return.

10. Title and risk

10.1 Risk shall pass on delivery of the Goods to the Buyer’s address. In the event of a dispute, a Proof of Delivery (POD) will be supplied.

10.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.

10.3 Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.

10.4 The Seller may at any time before title passes and without any liability to the Buyer:

10.4.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and

10.4.2 for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.

10.5 The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.

11. Carriage of Goods

11.1 Carriage will be chargeable on all sales as defined in Seller Customer Portal.

12. Force Majeure

12.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Seller including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Seller or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, pandemic, epidemic or similar events, or default of suppliers or subcontractors.

12.2 The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

12.3 If the Force Majeure Event prevents the Seller from providing any of the Goods for more than 24 weeks, the Seller shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.

13. a Limitation of Liability:

13.1 The Seller shall defend, indemnify and hold harmless the Buyer and its Affiliates, and their respective agents, officers, employees, partners, members, directors and shareholders, from and against all losses arising from, related to or in any way connected to this Agreement. This section shall survive the termination or expiration of this Agreement.

13.2 Nothing in these Conditions shall limit or exclude the Seller's liability for:

13.3 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

13.4 fraud or fraudulent misrepresentation;

13.5 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

13.6 defective products under the Consumer Protection Act 1987.

13.b Subject to clause 13.a:

a. the Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

b. the Seller's total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £ 5,000,000.

13.c After the Warranty Period, 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 Contract.

13.d This clause 13 shall survive termination of this Contract.

14. General

Notices.

14.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) 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 or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, or e-mail.

14.2 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

14.3 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

14.4 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

14.5 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

14.6 This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.

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

14.8 For any avoidance of doubt, nothing in this contract is intended to or shall be deemed to, establish any exclusive right. The Buyer is entitled to use and commercialise other product lines if not provided by the Seller. The parties will seek to agree on these additional lines of product.

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

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

14.11 Both parties undertake to keep confidential the terms of the Seller’s agreement and all information that they have acquired about the other or its business or products. Unless to the extent that the discloser is required: (i) by law; or (ii) by a regulatory body but shall (to the extent permitted by law) use reasonable endeavours to consult the other parties and to take into account any reasonable request they have in relation to the disclosure before making it.

15. Term of Contract

15.1 The Buyer agrees to a one-year contract with a break clause after 6 months.

15.2 90 days written notice is required for termination of this contract on either side unless there has been a material breach of these Terms.

15.3 The Seller shall not be required to supply the Buyer with any Products until such time as the Buyer provides the Seller with confirmation that the Buyers therapists have completed the required training as per information from the Seller and/or the Therapists are scheduled onto upcoming training and this training has been paid for in full.