Terms & Conditions

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CONDITIONS OF SALE – (GENERAL)

In these Conditions, “Seller” mean Soho London hair; “Buyer” means a customer that places on an order on Seller which is accepted by Seller; “Goods” means all items referenced on Seller’s order.

  1. Making of Contract

    1. Seller’s quotations are submitted on these Conditions and are not offers capable of acceptance. Buyer’s orders are not binding on Seller. A contract shall only come into existence on the date Seller issues a written order acknowledgement on these Conditions and the “Contract” means the written order acknowledgement, any other terms or documents referenced on the order acknowledgement and other terms incorporated by these Conditions. These Conditions supersede any conditions in Buyer’s order. No other terms, conditions or representations about the Goods or Services shall apply unless specifically agreed by Seller in writing. No variation or waiver of these Conditions shall be effective unless made in writing signed by an authorised representative of each party. 
    2. The Goods or any part of them are sold subject either to these Conditions.
    3. Buyer’s cancellation of an order after Seller’s acceptance is a breach of contract. The parties agree that where Seller is providing the Goods, Services or any part thereof to Buyer’s specification, Seller will be suffering losses as a result of such breach. If Buyer cancels the order after acceptance, Buyer agrees to pay Seller for all Seller’s work done to fulfil the order and other unavoidable costs incurred, as at the date of cancellation, payable in accordance with Seller’s invoice for such costs.
  2. Prices and Payment

    1. Unless otherwise agreed in writing, all prices quoted are exclusive of any applicable value added tax, which shall be payable in addition.
    2. Unless otherwise agreed in writing, Buyer shall pay all Seller’s invoices in full (in cleared funds) prior to delivery.
  3. Our Goods
    1. The images of any Goods on our site, or otherwise, are for illustrative purposes only. Although we have made every effort to display colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflect the colour of the Goods. The colour of your Goods may vary slightly from those images.
    2. Although we have made every effort to be as accurate as possible, because our Goods are handmade, all sizes, weights, capacities, dimensions and measurements indicated on our site have a [2]% tolerance.
    3. The packaging of your Goods may vary from that shown on images on our site.
    4. We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.
  4. Delivery and Acceptance

    1. All delivery dates are estimates only and the time of delivery is not of the essence of the Contract. 
    2. Seller is not liable to compensate Buyer in damages or otherwise for non-delivery or late delivery of the Goods, Services, or any part of them, for whatever reason or for any direct or indirect loss arising.
    3. If Seller cannot deliver the whole or part of any Goods or Services because of any cause which is not reasonably within Seller’s control, the time of delivery shall be extended by a period equal to that during which the cause delaying delivery exists. If this Condition applies, Seller shall deliver and Buyer shall take and pay for such part of the Goods and Services as Seller shall be able to deliver in accordance with the Contract.
    4. Seller shall be entitled to deliver the Goods in one or more consignments or instalments unless otherwise expressly agreed. In all cases where delivery is made in one or more consignments or instalments, each consignment or instalment shall be deemed to be made under a separate contract and may be invoiced separately, and cancellation of any consignment or instalment shall not void or affect contracts as to other consignments or instalments.
    5. Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order or collected by you or a carrier organised by you to collect them from us and the Goods will be at your risk from that time.
    6. Where Buyer is to collect the Goods from Seller’s premises, it shall do so within 30 days of receipt of Seller’s notice that the Goods are ready for collection, otherwise, Seller may charge Buyer for its costs associated with Buyer’s failure to collect within this time. Where Seller has arranged for carriage of the Goods, Buyer shall be deemed to have received such Goods unless it notifies Seller in writing of non-delivery by the due date for payment of the relevant invoice.
  5. Property and Risk

    1. Risk of loss of or damage to the Goods shall pass to Buyer at the time the order is accepted.
    2. Property in the Goods or in tangible Deliverables shall not pass to Buyer until Seller receives full payment (in cleared funds) for the Goods and Services. 
  6. Buyer’s Default

    1. Seller may, at its option, cancel or withhold all further deliveries under the Contract if Buyer: (i) does not pay any sum due under this or any other contract between Seller and Buyer on time; (ii) being a natural person, dies or becomes bankrupt; (iii) being a company, enters into liquidation or if an administrator or receiver or administrative receiver is appointed over all or part of its undertaking, property or assets; (iv) enters or offers to enter into any arrangement or composition with his or its creditors; or (v) suffers anything similar or analogous to any of these events under the laws of any jurisdiction in which Buyer is incorporated, resident or carries on business.
    2. Buyer shall immediately give notification to Seller should any of the events in (ii)-(v) above apply, and in the case of death, Buyer’s representatives shall give such notification.
  7. Defects

    1. Subject to conditions in this clause, Seller will make good, by repair or, at its option, by the supply of a replacement, defects which appear in the Goods, within a period of 15 days from deliery.
    2. Seller is not liable for the quality, performance or fitness for purpose of the Goods. 
    3. If the Seller does not identify a defect in the Goods or Deliverables Seller may charge Buyer its then current “no fault found” fee.
    4. Seller is not liable, whether in contract, tort or otherwise, for any defect, damage to or reduced performance of any part of the Goods or Deliverables, or for any direct or indirect losses, and Conditions 7.1 and 7.3 cease to apply if, after delivery, the Goods have been:

(i) used for any purpose which is not contemplated by Seller’s instructions for use;

(ii) installed, used or stored in a way that is not in strict accordance with Seller’s instructions for use, or otherwise brought to the attention of the Buyer, including where installation has been undertaken by persons not authorised by Seller;

(iii) used with materials which is not contemplated by Seller’s instructions for use;

(iv) damaged, misused, neglected, not properly cleaned and stored after use or had any of their identification marks or numbers altered or removed;

(v) modified and altered in any way without Seller’s prior written authorisation; or

(vi) damaged as a result of use or operation after any defect in them has become apparent.

 

  1. Performance of Services

    1. Buyer shall: 

(i) cooperate with the Seller in all matters relating to the Services;

(ii) provide Seller and its representatives with access to Buyer’s premises as reasonably required to provide the Services;

(iii) provide such materially accurate information and materials as Seller may reasonably require to supply the Services;

(iv) inform Seller of all health and safety rules and regulations and any other reasonable security requirements that apply at Buyer’s premises;

(v) undertake such work necessary to prepare Buyer’s premises;

(vi) for the supply of the Services, in accordance with Seller’s reasonable instructions; and

(vii) be solely responsible for assessing and meeting all legislative and recommended health and safety conditions at Buyer’s premises to enable provision of the Services.

  1. Buyer shall bring to the attention of all persons using the Goods, or where the Buyer is reselling the Goods, to the attention of its purchaser, all of Seller’s instructions and/or recommendations for use including those referred to in Seller’s catalogues or brochures or which Seller has otherwise notified to Buyer. Buyer shall take such steps as are necessary to secure that there will be available in connection with the use of the Goods adequate information about the use for which they were designed and about any conditions necessary to ensure that when put to that use they will be safe and without risk to health.
  2. Buyer shall not, and where Buyer resells the Goods, shall require its purchaser shall not remove any marking on the Goods referring any user to Seller’s instructions and/or recommendations for use.
  3. If either Buyer or its purchaser requires any information as to the use for which such Goods were designed and have been tested and about any conditions necessary to ensure that when put to that use they will be safe and without risk to health for the purposes of satisfying its obligations under any legal requirement relating to health and safety at work, Seller shall provide such information, subject to reimbursement of its out-of-pocket expenses incurred in providing such information.
  4. Buyer shall indemnify Seller against all liabilities losses, interest, costs and expenses which Seller may suffer or incur in connection with any claim by any third party alleging facts which, if established, would indicate a breach of Buyer’s undertakings, representations and warranties contained in this Condition 8 or a breach by any purchaser from Buyer of any undertaking which Buyer is obliged in this Condition 8 to require from such purchaser.
  1. Limitation of Liability

    1. THIS CONDITION SETS OUT SELLER’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION TO CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, MISREPRESENTATION OR OTHERWISE ARISING UNDER OR IN CONNECTION WITH THE CONTRACT.
    2. All warranties, conditions and terms implied by law are excluded to the fullest extent possible.
    3. Nothing in these Conditions excludes or limits Seller’s liability for death or personal injury caused by Seller’s negligence, or for fraud or fraudulent misrepresentation, or for any other matter in respect of which it would be unlawful for the Seller to exclude or restrict its liability.
    4. Subject to Condition 10.2 and 10.3 above Seller’s total liability in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise arising under or in connection with the Contract is limited to £10,000 or the total price paid by Buyer under the Contract, whichever is the greater. Further, and subject to such total liability:

(i) Seller’s liability for defects is limited to the obligations in Conditions 3.8 and 6;

(ii) Seller’s liability for breach of obligations under Condition 6 is limited to the price of the relevant part of the Goods or Services in question;

(iii) Seller’s liability for Intellectual Property Rights claims is limited to the obligations in Condition 9;

(iv) Seller’s liability for damage to tangible property is limited to making good or replacing damaged property;

(v) Seller is not liable for any direct or indirect loss of profit, revenue, data, contracts, business, or goodwill, or for any indirect or consequential loss, or any claims of third parties;

(vi) Seller is not liable for any claim unless (a) full details of the claim have been given to Seller within 1 month of the matters giving rise to the claim becoming known to Buyer, and (b) legal proceedings in respect of the claim are begun within 12 months of that date.

  1. Where Buyer resells the Goods or Deliverables by incorporation into Buyer’s products, Buyer shall indemnify Seller against any third party claims arising out of defects in Buyer’s products. This does not apply where the defect is caused by Seller’s Goods or Deliverables.
  1. Assignment and transfer.

    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.
    2. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
  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).

  1. Waiver. 

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

  1. 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.

  1. Third party rights. 

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

  1. Governing Law and Jurisdiction 

The Contract and any dispute or claim arising from or in connection with it (whether contractual or non-contractual) shall be governed by and interpreted in accordance with English law and Buyer irrevocably submits to the exclusive jurisdiction of the English courts, but Seller may enforce the Contract in any jurisdiction.