Terms & Conditions

1. About us

1.1 Company details. ADA Cosmetics International Ltd (company number 02850917) (we and us) is a company registered in England and Wales and our registered office is at Trinity Gardens, 9- 11 Bromham Road, Bedford, MK40 2BP and this is our main trading address. Our VAT number is GB927219417. We operate the website https://shop.ada-cosmetics.com/uk.

1.2 Contacting us
To contact us telephone our customer service team on + 44 1234 347 140 or email b2b.uk@ada-cosmetics.com. How to give us formal notice of any matter under the Contract is set out in clause 13.2.

2. Our contract with you

2.1 Our contract
These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.

2.2 Entire agreement
The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.3 Language
These Terms and the Contract are made only in the English language.

2.4 Your copy
You should print a copy of these Terms or save them to your computer for future reference.

3. Placing an order and its acceptance

3.1 Placing your order
Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.

3.2 Correcting input errors
Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.

3.3 Acknowledging receipt of your order
 After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.

3.4 Accepting your order
Our acceptance of your order takes place when we send the email to you to accept it, at which point the Contract between you and us will come into existence (Order Confirmation). The Contract between you and us will only be formed when we send you the Order Confirmation.

3.5 If we cannot accept your order
If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.

4. Our goods

4.1 The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflects the colour of the Goods. The colour of your Goods may vary slightly from those images.

4.2 The packaging of your Goods may vary from that shown on images on our site.

4.3 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.

4.4 Where you are supplied with Goods which are manufactured and/or supplied by us, including those which we manufacture under the terms of any licence, manufacturing or distribution agreement granted to us by a third party brand, you agree:
4.4.1 not to omit to do or do anything which may damage, undermine or otherwise lessen our reputation or the reputation of the third party brand in your use of the Goods supplied by us;
4.4.2 not to refill goods supplied by us with anything other than products supplied by us;
4.4.3 only to use refillable goods which have not become damaged, worn or are otherwise unsuitable for their purposes.

4.5 Any Goods supplied by us under the Contract shall only be used in the course of your business and the Goods shall not be offered for resale or any other form of distribution.

4.6 If you commit a breach of clause 4.4 and/or clause 4.5, you shall fully and effectually indemnify us against any liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) which we suffer or incur as a result of your breach.

5. Delivery, transfer of risk and title

5.1 We will contact you with an estimated delivery date, which will be stated within the Order Confirmation. We will endeavour to meet any estimated delivery dates and will notify you of any variation of such dates. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 12 for our responsibilities when this happens. Time for delivery shall not be of the essence for any deliveries save where expressly agreed by an Authorised Representative of the Company in writing.

5.2 At any time after we notify you that the Goods are ready, we shall effect delivery of the Goods by either:
5.2.1 making the Goods available for you to collect from our premises; or
5.2.2 delivering the Goods to the location set out in your order or such other location as you and us may agree (Delivery Location) but excluding in any circumstances:
(a) addresses outside of the UK; and
(b) PO Boxes, BFPO Boxes or any other similar location where delivery cannot be assured.

5.3 When placing your order, you must stipulate in the order (or otherwise agree with us) the method of delivery provided by clause 5.2 which shall apply to the Contract and in the absence of any express agreement, clause 5.2.2 shall apply.

5.4 Delivery shall be completed when we have either:
5.4.1 notified you that the Goods are available for collection; or
5.4.2 unloaded the Goods at the Delivery Location.

5.5 Once delivery has been completed in accordance with clause 5.4, the Goods will be at your risk.

5.6 You own the Goods once we have received payment in full, including of all applicable delivery charges.

5.7 Until we receive payment in full, you must:
5.7.1 store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
5.7.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
5.7.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
5.7.4 notify us immediately if you become subject to any of the events listed in clause 11.1.1 to clause 11.1.4; and
5.7.5 give us such information as we may reasonably require from time to time relating to:
(a) the Goods; and
(b) your ongoing financial position.

5.8 At any time before we receive payment in full, we may require you to deliver up all Goods in your possession that have not been:
5.8.1 opened; or
5.8.2 used or are in use for their intended purpose.

5.9 If you fail to comply with our requirements under clause 5.8 in a prompt and timely manner, we may enter any premises of yours where the Goods are stored in order to recover them.

5.10 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.

5.11 If you fail to take delivery within 10 days after the day on which we notified you that the Goods were ready for delivery, we may resell part of, or all the Goods.

6. Price of goods and delivery charges

6.1 The prices of the Goods will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 6.5 for what happens if we discover an error in the price of Goods you ordered.6.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.

6.3 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.

6.4 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order. To check relevant delivery charges, please refer to our Delivery Charges page https://shop.ada-cosmetics.co.uk/b2b-faq.

6.5 We sell a large number of Goods through our site. It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
6.5.1 where the Goods' correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Goods to you; and
6.5.2 If we discover an error in the price of the Goods you have ordered we will contact you in writing to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.

7. How to pay

7.1 You will be invoiced in accordance with the standard prevailing terms agreed with you.

8. Our warranty for the goods

8.1 The Goods are intended for use only in the UK. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.

8.2 We provide a warranty that on delivery , the Goods shall:
8.2.1 subject to clause 4, conform in all material respect with their description;
8.2.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
8.2.3 be fit for any purpose held out by us.

8.3 Subject to clause 8.4, if:
8.3.1 you give us notice in writing within 7 days of the date of delivery of the goods that some or all of the Goods do not comply with the warranty set out in clause 8.2;
8.3.2 we are given a reasonable opportunity of examining the Goods; and
8.3.3 we ask you to do so, you return the Goods to us at our cost, we will, at our option, replace the defective Goods, or refund the price of the defective Goods in full.

8.4 We will not be liable for breach of the warranty set out in clause 8.2 if:
8.4.1 You fail to notify us of any defect within the time period specified in clause 8.3.1;
8.4.2 you make any further use of the Goods after giving notice to us under clause 8.3;
8.4.3 the defect arises as a result of us following any delivery requirements that you may have required;
8.4.4 you alter the Goods without our written consent;
8.4.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
8.4.6 the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

8.5 We will only be liable to you for the Goods' failure to comply with the warranty set out in clause 8.2 to the extent set out in this clause 8.

8.6 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.

8.7 These Terms also apply to any replacement Goods supplied by us to you.

9. Data protection

9.1 Both parties mutually undertake to comply with their obligations in respect of the data protection provisions of the GDPR, which has the meaning given in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

10. Our liability: your attention is particularly drawn to this clause

10.1 References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

10.2 We only supply the Goods for internal use by your business, and you agree not to use the Goods for any resale purposes.

10.3 Nothing in these Terms limits or excludes our liability for:
10.3.1 death or personal injury caused by our negligence;
10.3.2 fraud or fraudulent misrepresentation;
10.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
10.3.4 any other liability that cannot be limited or excluded by law.

10.4 Subject to clause 10.3, we will under no circumstances be liable to you for:
10.4.1 any loss of profits, sales, business, or revenue;
10.4.2 loss of anticipated savings;
10.4.3 loss of goodwill; or
10.4.4 any indirect or consequential loss.

10.5 Subject to clause 10.3, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the price of the Goods in respect of which such liability arises.

11. Termination

11.1 Without limiting any of our other rights, we may terminate the Contract with immediate effect by giving written notice to you if:
11.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
11.1.2 you take any step or action in connection with your entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
11.1.3 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
11.1.4 your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

11.2 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you if:
11.2.1 you become subject to any of the events listed in clause 11.1.1 to clause 11.1.4 or we reasonably believe that you are about to become subject to any of them; or
11.2.2 you fail to pay any amount due under the Contract on the due date for payment; or
11.2.3 you commit or are suspect to have committed any breach of this Contract and, in particular, clauses 4.4 and 4.5.

11.3 On termination of the Contract for any reason you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.

11.4 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.

11.5  Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

11.6 Termination shall be without prejudice to any rights of either party arising prior to or as a result of such termination.

12. Events outside our control

12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

12.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
12.2.1 we will contact you as soon as reasonably possible to notify you; and
12.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

12.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact us. If you opt to cancel, you will return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.

13. Communications between us

13.1 When we refer to "in writing" in these Terms, this includes email.

13.2 Any notice or other communication given by us or you to the other under or in connection with the Contract shall be in writing and shall be:
13.2.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at the registered office (if a company) or principal place of business (in any other case) of the party to be served; or
13.2.2 sent by email to the following addresses (or an address substituted in writing by the party to be served):
(a) for us, b2b.uk@ada-cosmetics.com and
(b) for you, any email address provided to us by you in the course of placing any order or any other specific email address notified to us by you for this purpose.

13.3 Any notice shall be deemed to have been received:
13.3.1 if delivered by hand, at the time the notice is left at the proper address;
13.3.2 if sent by pre-paid first-class post or other next working day delivery service, at 8.30 am on the second working day after posting; or
13.3.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 13.3.3, business hours means 8.30am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

13.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

13.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

14. General

14.1 Assignment and transfer.
14.1.1 We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.
14.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

14.2 Variation
Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

14.3 Use of Company trademark etc
You shall not use the Company name, image, logo, trademarks or the image, logo or trademarks of the Goods supplied in publicity material, on your website or in any other communications of a similar kind to third parties without the Company’s prior written consent from an authorised representative and you agree to indemnify and to keep the Company fully indemnified in respect of all and any claims, threatened or actual, arising out of a breach of this provision.

14.4 Waiver
If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.

14.5 Severance
Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

14.6 Third party rights
The Contract is between you and us. No other person has any rights to enforce any of its terms.

14.7 Governing law and jurisdiction
The Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.