1.1 These General Terms and Conditions (the ‘Conditions’) apply to all contracts concluded with our customers.
1.2 These Conditions apply exclusively to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
1.3 The product range available on our password-protected B2B order portal (accessible at myaccount.dermalogica.co.uk ) is exclusively intended for Customers operating a business within UK or Ireland, including legal entities and sole traders. By registering for a Dermalogica account and placing orders through the portal, the Customer confirms their compliance with these Conditions. A registered legal entity or sole trader is defined as an organisation or individual operating a business that is either formally registered with the appropriate regulatory authority or otherwise demonstrably carrying on a business activity, including but not limited to offering professional skin therapy services, and having the ability to conduct business, enter into contracts, and hold rights and liabilities.
1.4The Company reserves the right to require, in individual cases, that the Customer provides sufficient proof of their business status. This may include, but is not limited to, provision of a VAT ID number (where applicable), evidence of registration with a relevant professional body, a business bank account, or other appropriate documentation demonstrating that the Customer is operating as a business.
In these Conditions “we”, “the Supplier” or “the Company” or ‘Dermalogica’ means DERMALOGICA UK Limited and “you” or “Customer” means the purchaser of the products from DERMALOGICA UK Limited under these terms & conditions.
Contract: means the contract between the Supplier and the Customer for the sale and purchase of the products in accordance with these Conditions.
Company has implemented a selective distribution system in both the U.K. and throughout the European Economic Area. You will comply with the requirements of Company’s selective distribution system as they are provided to you from time to time.
As part of the selective distribution system, the Company has implemented strict quality standards. You will comply with the requirements of Company’s quality standards as they are provided to you from time to time. These standards may address, among other things, minimum assortments, consumer education, staff education and training, and the presentation of the products as a professional grade skin care.
5.1 Customers can register on the Dermalogica website and open a customer account by completing and submitting an application form (the “Application Form”). This creates a password-protected account, enabling Customers to place orders in a closed B2B area. During registration, the Customer selects a personal username and password. Customers are required to keep their password confidential and must not disclose it to third parties, including individuals outside their company or those within their company who are not authorised to act on their behalf.
5.2 The Application Form constitutes an offer from you to set up an account, which will enable you to purchase products and access training services. The Application Form will be deemed accepted when we:
5.3 Registration alone does not create any obligation to purchase the products we offer or access any training services. You may cancel your registration at any time by contacting customer service, who will confirm the cancellation. If your personal details change, it is your responsibility to update them directly or notify us of the changes. By registering, you agree to the applicability of these Conditions for all future purchases made under your registered account.
5.4 You will gain access to our business ordering portal and to our professional website (Dermalogica – MyAccount UK ) — where you can register for training courses and download marketing support — once your first order has been placed.
6.1 Provided you are in compliance with your obligations at clause 1 and clause 5, you may submit orders for the supply of products or services. Orders for products or services may be placed by Customers online through MyAccount at pro.dermalogica.co.uk , by email at customerservice@dermalogica.co.uk, or by phone on 0800 591 818 (UK) or 1800 818 555 (EIRE). The available products and services will be those listed on the B2B Ecommerce Website from time to time.
6.2 Each order constitutes an offer by you to purchase products in accordance with these Conditions. You are responsible for ensuring that the terms of the order are complete and accurate.
6.3 The order shall only be deemed to be accepted when we issue a written acceptance of the order.
6.4 Any drawings or advertising we issue or publish are for the sole purpose of giving an approximate idea of the products described in them. They will not form part of the contract for the supply of those products nor have any contractual force. This is not a sale by sample.
6.5 The products are described in our catalogue and on our B2B Ecommerce Website, as each is amended from time to time.
6.6 We will let you know by email if we are planning to discontinue a product.
Delivery
7.1 We will deliver the products to the Approved Location (means the Location(s) specified in any Application Form which is accepted by Dermalogica under clause 5 of these Conditions ) set out in the order, unless we have agreed a different delivery location with you in writing, in advance (‘Delivery Location’) at any time after we notify you that the products are ready. You will receive an email from the courier with tracking information, allowing you to monitor your parcel and see approximately when the products will be delivered to the Delivery Location.
7.2 Delivery of the products will be completed on the completion of unloading of the products at the Delivery Location.
7.3 Any dates quoted for delivery of products are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of products that is caused by an event beyond our reasonable control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the products.
7.4 If you fail to accept delivery of the products for any reason, our courier will return the products to us and we may resell or otherwise dispose of part or all of the products and, after deducting reasonable storage and selling costs, charge you for any shortfall below the price of the products.
7.5 If you fail to notify us by email to customerservice@dermalogica.co.uk or by phone on 0800 591 818 (UK) or 1800 818 555 (EIRE) that you have not received the products within 5( five) ‘Business Days’ (means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business) after the day on which we notify you (or our courier notifies you on our behalf) that the products are out for delivery, delivery will be deemed to have been completed at 09:00am on the next Business Day.
7.6 We may deliver the products by instalments, which will be invoiced and paid for separately. Each instalment will constitute a separate contract for the sale of products, governed by these Conditions. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.
7.7 Warranties. We warrant that on delivery the products shall:
Except for the warranties expressly set out in this clause 7.7, we disclaim all other warranties, conditions, or representations, whether express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent permitted by law.
7.8Subject to clause 7.9, if:
7.9We will not be liable for the products’ failure to comply with the warranty set out in clause 7.7 if:
7.10 Except as provided in clause 7.8 and clause 7.9, we will have no liability to you in respect of the products’ failure to comply with the warranty set out in clause 7.7.
7.11 If you have purchased a product and change your mind but the product remains unopened and is in a resaleable condition (as determined by us at our discretion), please contact us within 5 days of receipt of products to let us know that you would like to return it. If we agree that the good can be returned to us, then you must follow our reasonable instructions with regard to returning the good to us and we will credit your account within a reasonable time of receiving the good back from you. Products that are given free or as part of an offer are not exchangeable or refundable unless the full offer is returned subject to normal conditions.
7.12 These Conditions will apply to any repaired or replacement products we supply.
Delivery times
7.13 Any date/time quoted is given in good faith and shall not be binding. The Company cannot accept responsibility for transport delays or circumstances beyond their control causing late delivery.
7.14 Despatches will be as follows:
Delivery Charges
7.15 Orders of Dermalogica products with a value of £500 or €625 (excl VAT) or more will be delivered to you free of charge. The shipping costs below the minimum order value are based on the current information in the order portal or our other information in connection with the offers. As soon as an order has been recorded and has already been made up, no further orders can be added
8. Retention of Title
8.1 The risk of all products shall pass to the Customer upon delivery but the title to the products remains vested in Dermalogica and shall not pass to the Customer until the purchase price has been paid in full and received by Dermalogica. Until title to the products passes to the Customer:
(a) Dermalogica shall have the authority to retake, sell or otherwise deal with and/or dispose of all or any part of the products.
(b) Dermalogica and its agents and employees shall be entitled at any time and without needing to give notice enter upon any property which the products or any part are stored, or upon which Dermalogica reasonably believes the products to be kept.
(c) The Customer shall insure the products to their full replacement value and arrange for Dermalogica to be noted on the policy of insurance as the loss payee.
(d) The Customer undertakes not to infringe Dermalogica’s property rights in any way. In particular, you undertake to store the product properly and to treat it with care
9. Charges and Payment
9.1 The price for the products:
(a) will be the price set out in our published price list as at the date of the order; and
(b) will, unless otherwise agreed by us in writing in advance, exclude all costs and charges of packaging, insurance and transport of the products, which if applicable, will be charged to you in addition.
9.2 Training courses are generally offered free of charge unless otherwise specified. Where a fee applies, the price published at the time of booking will apply and will include all course materials but exclude any travel or other expenses incurred by you or the student.
9.3 If we have granted credit to your account, we will invoice you:
(a) for products, on or at any time after completion of delivery; and
(b) for training courses, https://learn.dermalogica.co.uk/
and, unless otherwise stated on the invoice, you must pay all invoices within 30 days of the date of the invoice, in full and in cleared funds to the bank account we nominate in writing. Time for payment shall be of the essence. If you fail to pay Dermalogica any sums due, you will be liable to pay interest to Dermalogica on such sums from the due date for payment at the annual rate of 4% greater than the Bank of England’s base lending rate from time to time, accruing on a daily basis until payment is made, whether before or after any judgment. Dermalogica reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
9.4 If we have not granted credit to your account, or if you have insufficient credit to cover the costs of the products you order or training courses you book at the time you place your order or make your booking, then you must pay in full and in cleared funds:
(a) for products, at any time before the products are dispatched (and we will not dispatch products before we receive payment); and
(b) for training courses, before the training course start date, and time for payment will be of the essence of the contract for the provision of that training course.
9.5 All invoices must be paid in Pounds Sterling if you are based in the United Kingdom or in Euros, if you are based in the Republic of Ireland.
9.6 All amounts payable by you for products or training courses are exclusive of amounts in respect of value added tax chargeable from time to time (VAT) which will be payable in addition on receipt of a valid VAT invoice.
9.7 If you fail to make a payment due to us by the due date, then, without limiting any of our other rights or remedies:
(a) we may reduce any credit limit we have granted to your account;
(b) we may suspend your account until you have paid all sums due to us; and
(c) you agree to indemnify us in full against all costs we incur in recovering any amount due including but not limited to our administrative costs spent handling the recovery of the amount dur, legal costs, costs incurred in instructing debt collection agencies.
9.8 All amounts due will be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10. Liability
10.1 References in the Contract to “liability” include every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise, and “liable” will be construed accordingly.
10.2 References in the Contract to our liability under the Contract includes our liability under all supplies of products and training courses which we provide to you from time to time.
10.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
(d) defective products under the Consumer Protection Act 1987.
10.4 Our total aggregate liability to you under or in connection with the Contract will not exceed £5,000 (five thousand pounds sterling).
10.5 Except for rights under mandatory provisions of law, we will not be liable to you under the Contract for any losses which are not reasonably foreseeable, including:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
10.6 We have given commitments as to compliance of the products and the training courses with relevant specifications in clause 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded
11. Termination
11.1 Unless terminated early in accordance with these Conditions, this Contract will continue unless and until:
(a) we write to you to terminate your Contract at any time and for any reason. The Contract will terminate immediately on receipt of our written notice;
(b) you write to us to terminate your Contract. You must give us 3 months’ written notice to terminate your Contract, meaning that the Contract will terminate 3 months after we receive your written notice.
11.2 Either party may terminate the Contract with immediate effect upon serving a written notice if:
11.3 On termination of the Contract for any reason, you must:
11.4 Without prejudice to any other rights that Dermalogica may have under the Contract or otherwise, if the products have not been paid for or if Dermalogica believes that the products will not be paid for in accordance with the Contract, then Dermalogica may at any time require you to deliver up the products and, if you fail to do so forthwith, enter any of your premises and repossess the products. For the purposes of this clause, you grant Dermalogica, its agents and employees, an irrevocable license at any time to enter any premises where the products are or may be stored in order to inspect them or recover them.
11.5 Any costs incurred by Dermalogica in recovery or attempted recovery of products or monies due by the Customer including without limitation legal and other professional costs and expenses will be payable by the Customer.
11.6 Dermalogica may charge a handling fee up to 50% on products returned due to overstocking or on termination of the Contract. In such a case, only products in satisfactory condition to be resold will be accepted for credit. Returned products will not be accepted 30 days from date of purchase without prior arrangement.
11.7 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
11.8 Termination of the Contract shall not affect the continued existence and validity of the rights and obligations of the parties which are expressed, or which should reasonably be construed to survive termination.
12.1 Each party undertakes that it shall not during the term of the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 12.2.
12.2 Each party may disclose the other party’s confidential information:
12.3 No party will use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
13.1 Any notice given under or in connection with the Contract must be in writing and must be:
13.2 Any notice will be deemed to have been received:
14.1 Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from an even, circumstance or cause beyond a party’s reasonable control (‘Force Majeure Event’). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Contract by giving 30 days’ written notice to the affected party.
14.2 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, and understandings between them, whether written or oral, relating to its subject matter.
14.3 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
14.4 We reserve the right to update, modify, or revise these Conditions, including pricing, product specifications, and delivery terms, at any time. Any changes will take effect upon posting the updated version on our website. Where applicable, we will notify you of significant changes via email or other appropriate means. Any orders placed before the updated Conditions take effect will be fulfilled under the previous Conditions, unless otherwise agreed. Your continued purchase of our goods after receiving notice of the changes constitutes your acceptance of the revised Conditions. If you do not agree to the changes, you must discontinue placing orders with us.
14.5 No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.6 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
14.7 You will not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without our prior written consent.
14.8 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of the Contract.
14.9 A waiver of any right or remedy is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy will not waive that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.
14.10 Nothing in the Contract is intended to, or will be deemed to, establish any partnership or joint venture between you and us, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
14.11 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
14.12 The 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 will be governed by and construed in accordance with the law of England.
14.13 Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.