Terms and Conditions of Sale & Use1 Interpretation
1.1 The definitions in this clause apply to these Terms and Conditions:
Agreement: means the agreement between the Customer and Japan Distributor for Hair and Beauty (Company No.11801246 ) of 4th Floor, 49 St James's Street, London SW1A 1AH, United Kingdom for the sale of the Products and/or Training Services and which incorporate these Terms and Conditions, the Order and the Order Confirmation;
Customer: the firm or company which purchases the Products and/or Training Services from Japan Distributor for Hair and Beauty;
Delivery Address: the location set out in the Order where delivery of the Products is to take place under the Agreement;
Momoko Consumables: the consumables sold as such by Japan Distributor for Hair and Beauty from time to time;
Momoko Digital Curl Consumables: the Momoko digital curl consumables sold as such by Japan Distributor for Hair and Beauty from time to time;
Momoko Digital Curl Kit: the Momoko digital curl kit (which includes the PAIMORE Digital Perm Machine) sold as such by Japan Distributor for Hair and Beauty from time to time;
Japan Distributor for Hair and Beauty: a company incorporated in England and Wales (company no.11801246 ) whose registered office is at 4th Floor, 49 St James's Street, London SW1A 1AH, United Kingdom;
Momoko Hair Shaping Kit: the Momoko hair shaping kit (encompassing both the Momoko Digital Curl Kit and the Momoko Straightening Kit and which includes the PAIMORE Digital Perm Machine) sold as such by Japan Distributor for Hair and Beauty from time to time;
Momoko Straightening Consumables: the Momoko straightening consumables sold as such by Japan Distributor for Hair and Beauty from time to time;
Momoko Straightening Kit: the Momoko straightening kit sold as such by Japan Distributor for Hair and Beauty from time to time;
Order: any order made by the Customer for the Products and/or Training Services;
Order Confirmation: Japan Distributor for Hair and Beauty’s written confirmation of the Order incorporating these Terms and Conditions;
PAIMORE Digital Perm Machine: the PAIMORE digital perm machine sold by Japan Distributor for Hair and Beauty separately or as part of the Momoko Digital Curl Kit from time to time;
Party: each of Japan Distributor for Hair and Beauty and the Customer and together they shall be referred to as the “Parties”;
Price: the price payable by the Customer for the Products and/or Training Services, as notified by Japan Distributor for Hair and Beauty to the Customer;
Products: the Momoko Hair Shaping Kit, the Momoko Digital Curl Kit, the Momoko Straightening Kit and the Momoko Consumables including the Momoko Digital Curl Consumables and the Momoko Straightening Consumables being sold by Japan Distributor for Hair and Beauty to the Customer under the Agreement;
Terms and Conditions: the terms and conditions set out on this page;
Training Services: the training to be provided by Japan Distributor for Hair and Beauty to the Customer in accordance with the Agreement;
Training Videos: the training videos on the Website to be viewed by the Customer prior to the use of any Products; and
Website: www.momoko.co.uk www.japan-distributor.zohocommerce.com
2 Basis Of The Sale
2.1 The Customer will be bound by the Terms and Conditions once an Agreement comes into existence between the Parties in accordance with clause 2.3.
2.2 Any samples, drawings, descriptions or advertising Japan Distributor for Hair and Beauty issues and any descriptions or illustrations contained in Japan Distributor for Hair and Beauty’s catalogues or brochures are issued or published solely to provide the Customer with an approximate idea of the Products and/or Training Services they describe. For the avoidance of doubt, they do not form part of the Agreement between the Customer and Japan Distributor for Hair and Beauty.
2.3 Each Order shall be deemed to be an offer by the Customer to purchase the Products and/or Training Services from Japan Distributor for Hair and Beauty. Orders can be made on our online shop. No Order placed by the Customer shall be deemed to have been accepted by Japan Distributor for Hair and Beauty, and no Agreement shall be formed until an Order Confirmation has been issued by Japan Distributor for Hair and Beauty to the Customer by email.
3 Price and Payment
3.1 The Prices of the Products and/or Training Services are set out on the Website from time to time.
3.2 The Price excludes the cost of delivering the Products to the Customer and is also exclusive of all VAT or any other applicable sales tax which shall be payable by the Customer to Japan Distributor for Hair and Beauty in addition to the Price.
3.3 The Price shall be due and payable by the Customer in full and in cleared funds at the time the Customer places its Order. Payment of the Price by the Customer to Japan Distributor for Hair and Beauty shall be of the essence.
3.4 For the avoidance of any doubt, a failure by the Customer to pay the Price (or any part of it) or any other amount due to Japan Distributor for Hair and Beauty in accordance with the provisions of this Agreement shall constitute a material breach for the purposes of clause 9.1.1.
3.5Japan Distributor for Hair and Beauty shall have a right of set off against the Customer.
3.6 Japan Distributor for Hair and Beauty has the right to vary the Price of the Products from time to time on reasonable notice to the Customer but Japan Distributor for Hair and Beauty shall not exercise its right to vary the Price of the Products after it has issued an Order Confirmation.
3.7 Whilst Japan Distributor for Hair and Beauty shall endeavour to ensure that all Prices displayed on the Website are accurate, errors may occasionally occur. Japan Distributor for Hair and Beauty shall inform the Customer as soon as it becomes aware of an error in the pricing of any of the Products. In such circumstances, Japan Distributor for Hair and Beauty shall also request confirmation from the Customer as to whether it wants to proceed with the Order at the correct price or whether the Customer wants to cancel its Order. If Japan Distributor for Hair and Beauty is unable to contact the Customer for any reason, the Customer’s Order will be deemed cancelled. Any amounts paid in respect of cancelled Orders shall be refunded in full within 30 days from the date of cancellation.
4 Training Services
4.1 Japan Distributor for Hair and Beauty recommends that the Customer views the Momoko Technical Guide on the Website and purchases Training Services prior to using any of the Products.
4.2 In consideration of the Price paid for the Training Services, Japan Distributor for Hair and Beauty shall provide the Training Services to the Customer in accordance with the terms of this Agreement. For the avoidance of doubt, where the Customer has failed to pay the Price in accordance with clause 3, Japan Distributor for Hair and Beautyshall not be obliged to provide any of the Training Services.
4.3 In the event that the Customer fails to attend the Training Services at the time, date and location it is has booked to attend the same or the Customer cancels the Training Services within 14 days of the date the Training Services are scheduled to be provided to the Customer, the Customer shall not be entitled to a refund of any amount paid by it to Japan Distributor for Hair and Beauty in respect of such Training Services.
4.4 Japan Distributor for Hair and Beauty shall use reasonable endeavours to meet any performance dates agreed in respect of the Training Services but any such dates shall be estimates only and time shall not be of the essence.
4.5 Japan Distributor for Hair and Beauty shall have the right to make any changes to the Training Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Training Services.
4.6 Japan Distributor for Hair and Beauty warrants to the Customer that the Training Services will be provided using reasonable care and skill.
4.7 Prior to the provision of the Training Services, Japan Distributor for Hair and Beauty shall notify the Customer of the nature and number of models (on which the Customer shall be trained to use the products) that the Customer shall be required to provide for the purposes of the Training Services to be undertaken and the Customer shall provide such models at its sole cost and expense.
4.8 Customers who buy Momoko items are assumed to know the correct use of the products even if they don't take a training and Japan Distributor for Hair and Beauty does't take any responsibility even if the customers caused any issues to the 3rd person when they use the Momoko items.5 Delivery, Use and Disposal Of Products
Delivery
5.1 In consideration of the Price paid for the Products, Japan Distributor for Hair and Beauty shall deliver the Products to the Customer within a reasonable time from the date of the Order Confirmation. For the avoidance of doubt, where the Customer has failed to pay the Price in accordance with this Agreement, Japan Distributor for Hair and Beauty shall not be obliged to deliver the Products.
5.2 Time for delivery of the Products shall not be of the essence. Delay in delivery of the Products (whether in whole or in part), howsoever arising, shall not entitle the Customer to terminate the Agreement.
5.3 Delivery of the Products shall take place at the Delivery Address. It is the Customer’s responsibility to ensure that the Delivery Address set out in the Order Form is correct. Japan Distributor for Hair and Beauty shall not be responsible for any costs, losses or expenses incurred by the Customer that arise out of the Customer providing Japan Distributor for Hair and Beauty with an incorrect Delivery Address.
5.4 The parties acknowledge and agree that Japan Distributor for Hair and Beauty may deliver the Products in instalments.
5.5 On delivery of the Products, the Customer shall check the Products against the Order.Japan Distributor for Hair and Beauty shall not be liable for any damage, destruction, breakage or shortage of the Products delivered to the Customer unless the Customer gives Japan Distributor for Hair and Beauty notice of such damage, destruction, breakage or shortage within 24 hours of the time of delivery. Upon receiving such notice, Japan Distributor for Hair and Beauty shall consider the Customer’s request and notify the Customer whether or not it is entitled to return any such Products to Japan Distributor for Hair and Beauty. The Customer shall only be entitled to return (at its sole risk, cost and expense) any Products and receive a repair to or replacement of the same where it has correctly notified Japan Distributor for Hair and Beauty in accordance with this clause, Japan Distributor for Hair and Beauty has notified the Customer that it should return such Products andJapan Distributor for Hair and Beauty is of the reasonable opinion that the Customer should receive a repair to or a replacement of the same. All returned Products should be returned to Nippon Express (UK) Limited, Heathrow 360, 2 Millington Road, Hayes, Middlesex UB3 4A2. Japan Distributor for Hair and Beauty recommends that the Customer use a registered insured delivery service for any Products returned to Japan Distributor for Hair and Beauty which will also enable the Customer to remain informed of any such Product’s location. For the avoidance of doubt, this shall be the Customer’s sole and exclusive remedy.
5.6 The Customer acknowledges and agrees that none of the Products (excluding the PAIMORE Digital Perm Machine) can be returned where the outer packaging has been opened.
5.7 If, for any reason, the Customer fails to take delivery of any of the Products on the date of delivery, or Japan Distributor for Hair and Beauty is unable to deliver the Products due to any act or omission of the Customer, Japan Distributor for Hair and Beauty may, at the Customer’s sole cost and expense, store the Products until delivery at a later date. In the event that the Customer fails to take delivery of the Products within 14 days following the date of the first attempted delivery (which shall be considered a material breach for the purposes of clause 9.1.1), Japan Distributor for Hair and Beauty may terminate the Agreement.
Use
5.8 Where the Customer purchases the Momoko Digital Curl Kit, the Customer acknowledges and agrees to only use Momoko Digital Curl Consumables in conjunction with it. Where the Customer purchases the Momoko Hair Shaping Kit, the Customer acknowledges and agrees to only use Momoko Digital Curl Consumables in conjunction with the Digital Curling aspect of the Kit. The Customer shall be liable for and on demand fully indemnify and keep fully indemnified Japan Distributor for Hair and Beauty in relation to all losses, claims, demands, actions, proceedings, damages, costs, expenses (including any legal expenses) or other liability incurred by Japan Distributor for Hair and Beauty in respect of any loss or damage caused by the Customer failing to use the Momoko Digital Curl Consumables with the PAIMORE Digital Perm Machine.
5.9 Where the Customer purchases the Momoko Straightening Kit or any of the Momoko Straightening Consumables, the Customer acknowledges and agrees that it shall only use high quality straightening irons and products with the same. Where the Customer purchases the Momoko Hair Shaping Kit, the Customer acknowledges and agrees to only use high quality straightening irons and products in conjunction with the Straightening aspect of the Kit. The Customer shall be liable for and on demand fully indemnify and keep fully indemnified Japan Distributor for Hair and Beauty in relation to all losses, claims, demands, actions, proceedings, damages, costs, expenses (including any legal expenses) or other liability incurred by Japan Distributor for Hair and Beauty in respect of any loss or damage caused by the Customer failing to use high quality straightening irons and products with the Momoko Hair Shaping Kit, the Momoko Straightening Kit or any of the Momoko Straightening Consumables.
Disposal
5.10 The Customer acknowledges and agrees that it is aware of the Waste Electrical and Electronic Equipment Regulations (“WEEE Regulations“) and Japan Distributor for Hair and Beauty’s obligations thereunder. For the avoidance of doubt, the WEEE Regulations require any importer, rebrander or manufacturer of new electrical or electronic equipment (“EEE“) or a business with EEE to dispose of, or a seller of EEE to ensure the proper and correct treatment, recovery and environmentally sound disposal of waste electrical or electronic equipment (“WEEE“).
5.11 Pursuant to the relevant provisions of the WEEE Regulations, the Customer acknowledges and agrees that any obligations imposed on Japan Distributor for Hair and Beauty by the WEEE Regulations for the correct treatment, recovery and environmentally sound disposal of the WEEE shall transfer to the Customer upon the purchase of any EEE from Japan Distributor for Hair and Beauty. The Customer further acknowledges and agrees that it shall (at its sole cost and expense) duly comply with the WEEE Regulations in order to ensure the correct treatment, recovery and environmentally sound disposal of WEEE. The Customer shall (at its expense) be responsible for any and all information recording or reporting obligations imposed by the WEEE Regulations in respect of the treatment, recovery and environmentally sound disposal of the WEEE.
5.12 The Customer shall on demand indemnify Japan Distributor for Hair and Beauty and keep Japan Distributor for Hair and Beauty indemnified from and against any and all liabilities, losses, damages, costs, claims and expenses (including legal expenses on a full indemnity basis) incurred by Japan Distributor for Hair and Beauty arising out of or in connection with any failure by the Customer to comply with its obligations under the WEEE Regulations and/or the provisions of clauses 5.10 and 5.11.
6 Risk and Title
6.1 Risk in the Products shall pass to the Customer at the time of delivery.
6.2 Title in the Products shall pass to the Customer when Japan Distributor for Hair and Beauty has received full payment in cleared funds of all amounts due to Japan Distributor for Hair and Beauty from the Customer under this Agreement and the Products have been delivered to the Customer.
7 Warranties
7.1 Japan Distributor for Hair and Beauty agrees to use its reasonable endeavours to pass to the Customer the benefit of any guarantee or warranty it may have received from the manufacturer in respect of the Products. For the avoidance of any doubt, the Customer acknowledges and agrees that the validity of any such guarantees or warranties may be subject to the Customer complying with the provisions of clauses 5.8 and 5.9.
7.2 Except as set out in the Agreement (and in particular clause 7.1), all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
8 Limitation Of Liability and Indemnity
8.1 The following provisions of this clause 8 set out the entire financial liability of Japan Distributor for Hair and Beauty (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
8.1.1 any breach of this Agreement; and/or
8.1.2 any representation, statement or tortuous act or omission arising out of or in connection with this Agreement.
8.2 Japan Distributor for Hair and Beauty shall not be liable to the Customer, whether in contract, tort, misrepresentation or otherwise for:
8.2.1 loss of profits; or
8.2.2 loss of business; or
8.2.3 depletion of goodwill or similar losses; or
8.2.4 loss of contract; or
8.2.5 loss of revenue; or
8.2.6 any special, indirect or consequential loss, costs, damages, charges or expenses.
8.3 Japan Distributor for Hair and Beauty’s total liability in contract, tort, misrepresentation or for any reason whatsoever or howsoever arising out of or in connection with the performance or contemplated performance of this Agreement (including, without limitation, its termination) shall be limited to an amount equal to the Price.
8.4 Nothing in this Agreement excludes or limits Japan Distributor for Hair and Beauty’s liability for:
8.4.1 death or personal injury caused by Japan Distributor for Hair and Beauty’s negligence; or
8.4.2 fraud or fraudulent misrepresentation.
8.5 The Customer shall indemnify and keep indemnified Japan Distributor for Hair and Beauty in relation to all losses, claims, demands, actions, proceedings, damages, costs, expenses (including any legal expenses) or other liability arising from or in connection with the Customer’s use of the Products in a manner that is inconsistent with the Training Videos or any Training Services provided or any manuals or any guides which are specific to the use and/or operation of the Products.
8.6 The Customer acknowledges and agrees that it shall be liable for and indemnify and keep indemnified Japan Distributor for Hair and Beauty in relation to all losses, claims, demands, actions, proceedings, damages, costs, expenses (including any legal expenses) or other liability incurred by Japan Distributor for Hair and Beauty in respect of any loss or damage caused by the Customer to any third party arising out of the Customer’s improper use of the Products.
9 Termination
9.1 Without prejudice to any rights that have accrued under this Agreement or any of its other rights or remedies, Japan Distributor for Hair and Beauty may at any time terminate this Agreement with immediate effect by giving notice to the Customer if:
9.1.1 the Customer commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so; or
9.1.2 the Customer repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion of Japan Distributor for Hair and Beauty that the Customer’s conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or
9.1.3 a resolution is passed for the winding up of the Customer (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver is appointed in respect of the whole or any part of the Customer’s assets or business, or if the Customer makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt, or any event occurs, or proceeding is taken, with respect to the Customer that has an effect equivalent or similar to any of the events mentioned in this clause 9.1.3.
9.2 Japan Distributor for Hair and Beauty may terminate the Agreement for any reason on giving the Customer 1 month’s written notice provided that Aubergine with flower Ltd t/a MY SNUG ROOM reimburses the Customer all amounts paid by the Customer to Japan Distributor for Hair and Beauty under this Agreement (which shall be the sole extent of Japan Distributor for Hair and Beauty’s liability to the Customer for exercising such right).
10 Import Duty
10.1 If the Customer orders Products for delivery outside the UK, they may be subject to import duties and taxes that are levied when the delivery reaches the specified destination. The Customer will be responsible for payment of any such import duties and taxes.
10.2 The Customer is responsible for complying with all applicable laws and regulations of the country for which the Products are destined. The Customer shall indemnify and keep indemnified Japan Distributor for Hair and Beauty in relation to all losses, claims, demands, actions, proceedings, damages, costs, expenses (including any legal expenses) or other liability arising from or in connection with the Customer’s failure to comply with or breach of any such laws.
11 Notices
All notices given by the Customer to Japan Distributor for Hair and Beauty must be given to Japan Distributor for Hair and Beauty at info@momoko.email. Japan Distributor for Hair and Beauty may give notice to the Customer at either the e-mail set out in the Order or the Delivery Address. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or 2 days after the date of posting of any letter. 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 e-mail that such e-mail was sent to the specified e-mail address of the addressee.
12 Transfer of Rights and Obligations
12.1 This Agreement is between the Customer and Japan Distributor for Hair and Beauty and is binding on the Customer and Japan Distributor for Hair and Beauty and on their respective successors and assigns.
12.2 The Customer may not transfer, assign, charge or otherwise dispose of this Agreement, or any of the Customer’s rights or obligations arising under it, without Japan Distributor for Hair and Beauty‘s prior written consent.
12.3 Japan Distributor for Hair and Beauty may transfer, assign, charge, sub-contract or otherwise dispose of this Agreement, or any of Japan Distributor for Hair and Beauty’s rights or obligations arising under it, at any time during the term of the Agreement.
13 Events Outside a Party’s Control
Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a Party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
14 Waiver
A waiver of any right or remedy under this Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
15 Severability
If any court or competent authority decides that any of the provisions of these Terms and Conditions or any provisions of this Agreement are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
16 Entire Agreement
16.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.
16.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. No Party shall have any claim for innocent or negligent misrepresentation based upon any statement in this agreement.
17 Third Party Rights
A person who is not a party to this Agreement shall not have any rights under or in connection with it.
18 Variation
Except as set out in this Agreement, any variation to this Agreement, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by Japan Distributor for Hair and Beauty.
19 Governing Law and Jurisdiction.
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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
1 Interpretation
1.1 The definitions in this clause apply to these Terms and Conditions:
Agreement: means the agreement between the Customer and Japan Distributor for Hair and Beauty (Company No.11801246 ) of 4th Floor, 49 St James's Street, London SW1A 1AH, United Kingdom for the sale of the Products and/or Training Services and which incorporate these Terms and Conditions, the Order and the Order Confirmation;
Customer: the firm or company which purchases the Products and/or Training Services from Japan Distributor for Hair and Beauty;
Delivery Address: the location set out in the Order where delivery of the Products is to take place under the Agreement;
Momoko Consumables: the consumables sold as such by Japan Distributor for Hair and Beauty from time to time;
Momoko Digital Curl Consumables: the Momoko digital curl consumables sold as such by Japan Distributor for Hair and Beauty from time to time;
Momoko Digital Curl Kit: the Momoko digital curl kit (which includes the PAIMORE Digital Perm Machine) sold as such by Japan Distributor for Hair and Beauty from time to time;
Japan Distributor for Hair and Beauty: a company incorporated in England and Wales (company no.11801246 ) whose registered office is at 4th Floor, 49 St James's Street, London SW1A 1AH, United Kingdom;
Momoko Hair Shaping Kit: the Momoko hair shaping kit (encompassing both the Momoko Digital Curl Kit and the Momoko Straightening Kit and which includes the PAIMORE Digital Perm Machine) sold as such by Japan Distributor for Hair and Beauty from time to time;
Momoko Straightening Consumables: the Momoko straightening consumables sold as such by Japan Distributor for Hair and Beauty from time to time;
Momoko Straightening Kit: the Momoko straightening kit sold as such by Japan Distributor for Hair and Beauty from time to time;
Order: any order made by the Customer for the Products and/or Training Services;
Order Confirmation: Japan Distributor for Hair and Beauty’s written confirmation of the Order incorporating these Terms and Conditions;
PAIMORE Digital Perm Machine: the PAIMORE digital perm machine sold by Japan Distributor for Hair and Beauty separately or as part of the Momoko Digital Curl Kit from time to time;
Party: each of Japan Distributor for Hair and Beauty and the Customer and together they shall be referred to as the “Parties”;
Price: the price payable by the Customer for the Products and/or Training Services, as notified by Japan Distributor for Hair and Beauty to the Customer;
Products: the Momoko Hair Shaping Kit, the Momoko Digital Curl Kit, the Momoko Straightening Kit and the Momoko Consumables including the Momoko Digital Curl Consumables and the Momoko Straightening Consumables being sold by Japan Distributor for Hair and Beauty to the Customer under the Agreement;
Terms and Conditions: the terms and conditions set out on this page;
Training Services: the training to be provided by Japan Distributor for Hair and Beauty to the Customer in accordance with the Agreement;
Training Videos: the training videos on the Website to be viewed by the Customer prior to the use of any Products; and
Website: www.momoko.co.uk www.japan-distributor.zohocommerce.com
2 Basis Of The Sale
2.1 The Customer will be bound by the Terms and Conditions once an Agreement comes into existence between the Parties in accordance with clause 2.3.
2.2 Any samples, drawings, descriptions or advertising Japan Distributor for Hair and Beauty issues and any descriptions or illustrations contained in Japan Distributor for Hair and Beauty’s catalogues or brochures are issued or published solely to provide the Customer with an approximate idea of the Products and/or Training Services they describe. For the avoidance of doubt, they do not form part of the Agreement between the Customer and Japan Distributor for Hair and Beauty.
2.3 Each Order shall be deemed to be an offer by the Customer to purchase the Products and/or Training Services from Japan Distributor for Hair and Beauty. Orders can be made on our online shop. No Order placed by the Customer shall be deemed to have been accepted by Japan Distributor for Hair and Beauty, and no Agreement shall be formed until an Order Confirmation has been issued by Japan Distributor for Hair and Beauty to the Customer by email.
3 Price and Payment
3.1 The Prices of the Products and/or Training Services are set out on the Website from time to time.
3.2 The Price excludes the cost of delivering the Products to the Customer and is also exclusive of all VAT or any other applicable sales tax which shall be payable by the Customer to Japan Distributor for Hair and Beauty in addition to the Price.
3.3 The Price shall be due and payable by the Customer in full and in cleared funds at the time the Customer places its Order. Payment of the Price by the Customer to Japan Distributor for Hair and Beauty shall be of the essence.
3.4 For the avoidance of any doubt, a failure by the Customer to pay the Price (or any part of it) or any other amount due to Japan Distributor for Hair and Beauty in accordance with the provisions of this Agreement shall constitute a material breach for the purposes of clause 9.1.1.
3.5Japan Distributor for Hair and Beauty shall have a right of set off against the Customer.
3.6 Japan Distributor for Hair and Beauty has the right to vary the Price of the Products from time to time on reasonable notice to the Customer but Japan Distributor for Hair and Beauty shall not exercise its right to vary the Price of the Products after it has issued an Order Confirmation.
3.7 Whilst Japan Distributor for Hair and Beauty shall endeavour to ensure that all Prices displayed on the Website are accurate, errors may occasionally occur. Japan Distributor for Hair and Beauty shall inform the Customer as soon as it becomes aware of an error in the pricing of any of the Products. In such circumstances, Japan Distributor for Hair and Beauty shall also request confirmation from the Customer as to whether it wants to proceed with the Order at the correct price or whether the Customer wants to cancel its Order. If Japan Distributor for Hair and Beauty is unable to contact the Customer for any reason, the Customer’s Order will be deemed cancelled. Any amounts paid in respect of cancelled Orders shall be refunded in full within 30 days from the date of cancellation.
4 Training Services
4.1 Japan Distributor for Hair and Beauty recommends that the Customer views the Momoko Technical Guide on the Website and purchases Training Services prior to using any of the Products.
4.2 In consideration of the Price paid for the Training Services, Japan Distributor for Hair and Beauty shall provide the Training Services to the Customer in accordance with the terms of this Agreement. For the avoidance of doubt, where the Customer has failed to pay the Price in accordance with clause 3, Japan Distributor for Hair and Beautyshall not be obliged to provide any of the Training Services.
4.3 In the event that the Customer fails to attend the Training Services at the time, date and location it is has booked to attend the same or the Customer cancels the Training Services within 14 days of the date the Training Services are scheduled to be provided to the Customer, the Customer shall not be entitled to a refund of any amount paid by it to Japan Distributor for Hair and Beauty in respect of such Training Services.
4.4 Japan Distributor for Hair and Beauty shall use reasonable endeavours to meet any performance dates agreed in respect of the Training Services but any such dates shall be estimates only and time shall not be of the essence.
4.5 Japan Distributor for Hair and Beauty shall have the right to make any changes to the Training Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Training Services.
4.6 Japan Distributor for Hair and Beauty warrants to the Customer that the Training Services will be provided using reasonable care and skill.
4.7 Prior to the provision of the Training Services, Japan Distributor for Hair and Beauty shall notify the Customer of the nature and number of models (on which the Customer shall be trained to use the products) that the Customer shall be required to provide for the purposes of the Training Services to be undertaken and the Customer shall provide such models at its sole cost and expense.
5 Delivery, Use and Disposal Of Products
Delivery
5.1 In consideration of the Price paid for the Products, Japan Distributor for Hair and Beauty shall deliver the Products to the Customer within a reasonable time from the date of the Order Confirmation. For the avoidance of doubt, where the Customer has failed to pay the Price in accordance with this Agreement, Japan Distributor for Hair and Beauty shall not be obliged to deliver the Products.
5.2 Time for delivery of the Products shall not be of the essence. Delay in delivery of the Products (whether in whole or in part), howsoever arising, shall not entitle the Customer to terminate the Agreement.
5.3 Delivery of the Products shall take place at the Delivery Address. It is the Customer’s responsibility to ensure that the Delivery Address set out in the Order Form is correct. Japan Distributor for Hair and Beauty shall not be responsible for any costs, losses or expenses incurred by the Customer that arise out of the Customer providing Japan Distributor for Hair and Beauty with an incorrect Delivery Address.
5.4 The parties acknowledge and agree that Japan Distributor for Hair and Beauty may deliver the Products in instalments.
5.5 On delivery of the Products, the Customer shall check the Products against the Order.Japan Distributor for Hair and Beauty shall not be liable for any damage, destruction, breakage or shortage of the Products delivered to the Customer unless the Customer gives Japan Distributor for Hair and Beauty notice of such damage, destruction, breakage or shortage within 24 hours of the time of delivery. Upon receiving such notice, Japan Distributor for Hair and Beauty shall consider the Customer’s request and notify the Customer whether or not it is entitled to return any such Products to Japan Distributor for Hair and Beauty. The Customer shall only be entitled to return (at its sole risk, cost and expense) any Products and receive a repair to or replacement of the same where it has correctly notified Japan Distributor for Hair and Beauty in accordance with this clause, Japan Distributor for Hair and Beauty has notified the Customer that it should return such Products andJapan Distributor for Hair and Beauty is of the reasonable opinion that the Customer should receive a repair to or a replacement of the same. All returned Products should be returned to Nippon Express (UK) Limited, Heathrow 360, 2 Millington Road, Hayes, Middlesex UB3 4A2. Japan Distributor for Hair and Beauty recommends that the Customer use a registered insured delivery service for any Products returned to Japan Distributor for Hair and Beauty which will also enable the Customer to remain informed of any such Product’s location. For the avoidance of doubt, this shall be the Customer’s sole and exclusive remedy.
5.6 The Customer acknowledges and agrees that none of the Products (excluding the PAIMORE Digital Perm Machine) can be returned where the outer packaging has been opened.
5.7 If, for any reason, the Customer fails to take delivery of any of the Products on the date of delivery, or Japan Distributor for Hair and Beauty is unable to deliver the Products due to any act or omission of the Customer, Japan Distributor for Hair and Beauty may, at the Customer’s sole cost and expense, store the Products until delivery at a later date. In the event that the Customer fails to take delivery of the Products within 14 days following the date of the first attempted delivery (which shall be considered a material breach for the purposes of clause 9.1.1), Japan Distributor for Hair and Beauty may terminate the Agreement.
Use
5.8 Where the Customer purchases the Momoko Digital Curl Kit, the Customer acknowledges and agrees to only use Momoko Digital Curl Consumables in conjunction with it. Where the Customer purchases the Momoko Hair Shaping Kit, the Customer acknowledges and agrees to only use Momoko Digital Curl Consumables in conjunction with the Digital Curling aspect of the Kit. The Customer shall be liable for and on demand fully indemnify and keep fully indemnified Japan Distributor for Hair and Beauty in relation to all losses, claims, demands, actions, proceedings, damages, costs, expenses (including any legal expenses) or other liability incurred by Japan Distributor for Hair and Beauty in respect of any loss or damage caused by the Customer failing to use the Momoko Digital Curl Consumables with the PAIMORE Digital Perm Machine.
5.9 Where the Customer purchases the Momoko Straightening Kit or any of the Momoko Straightening Consumables, the Customer acknowledges and agrees that it shall only use high quality straightening irons and products with the same. Where the Customer purchases the Momoko Hair Shaping Kit, the Customer acknowledges and agrees to only use high quality straightening irons and products in conjunction with the Straightening aspect of the Kit. The Customer shall be liable for and on demand fully indemnify and keep fully indemnified Japan Distributor for Hair and Beauty in relation to all losses, claims, demands, actions, proceedings, damages, costs, expenses (including any legal expenses) or other liability incurred by Japan Distributor for Hair and Beauty in respect of any loss or damage caused by the Customer failing to use high quality straightening irons and products with the Momoko Hair Shaping Kit, the Momoko Straightening Kit or any of the Momoko Straightening Consumables.
Disposal
5.10 The Customer acknowledges and agrees that it is aware of the Waste Electrical and Electronic Equipment Regulations (“WEEE Regulations“) and Japan Distributor for Hair and Beauty’s obligations thereunder. For the avoidance of doubt, the WEEE Regulations require any importer, rebrander or manufacturer of new electrical or electronic equipment (“EEE“) or a business with EEE to dispose of, or a seller of EEE to ensure the proper and correct treatment, recovery and environmentally sound disposal of waste electrical or electronic equipment (“WEEE“).
5.11 Pursuant to the relevant provisions of the WEEE Regulations, the Customer acknowledges and agrees that any obligations imposed on Japan Distributor for Hair and Beauty by the WEEE Regulations for the correct treatment, recovery and environmentally sound disposal of the WEEE shall transfer to the Customer upon the purchase of any EEE from Japan Distributor for Hair and Beauty. The Customer further acknowledges and agrees that it shall (at its sole cost and expense) duly comply with the WEEE Regulations in order to ensure the correct treatment, recovery and environmentally sound disposal of WEEE. The Customer shall (at its expense) be responsible for any and all information recording or reporting obligations imposed by the WEEE Regulations in respect of the treatment, recovery and environmentally sound disposal of the WEEE.
5.12 The Customer shall on demand indemnify Japan Distributor for Hair and Beauty and keep Japan Distributor for Hair and Beauty indemnified from and against any and all liabilities, losses, damages, costs, claims and expenses (including legal expenses on a full indemnity basis) incurred by Japan Distributor for Hair and Beauty arising out of or in connection with any failure by the Customer to comply with its obligations under the WEEE Regulations and/or the provisions of clauses 5.10 and 5.11.
6 Risk and Title
6.1 Risk in the Products shall pass to the Customer at the time of delivery.
6.2 Title in the Products shall pass to the Customer when Japan Distributor for Hair and Beauty has received full payment in cleared funds of all amounts due to Japan Distributor for Hair and Beauty from the Customer under this Agreement and the Products have been delivered to the Customer.
7 Warranties
7.1 Japan Distributor for Hair and Beauty agrees to use its reasonable endeavours to pass to the Customer the benefit of any guarantee or warranty it may have received from the manufacturer in respect of the Products. For the avoidance of any doubt, the Customer acknowledges and agrees that the validity of any such guarantees or warranties may be subject to the Customer complying with the provisions of clauses 5.8 and 5.9.
7.2 Except as set out in the Agreement (and in particular clause 7.1), all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
8 Limitation Of Liability and Indemnity
8.1 The following provisions of this clause 8 set out the entire financial liability of Japan Distributor for Hair and Beauty (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
8.1.1 any breach of this Agreement; and/or
8.1.2 any representation, statement or tortuous act or omission arising out of or in connection with this Agreement.
8.2 Japan Distributor for Hair and Beauty shall not be liable to the Customer, whether in contract, tort, misrepresentation or otherwise for:
8.2.1 loss of profits; or
8.2.2 loss of business; or
8.2.3 depletion of goodwill or similar losses; or
8.2.4 loss of contract; or
8.2.5 loss of revenue; or
8.2.6 any special, indirect or consequential loss, costs, damages, charges or expenses.
8.3 Japan Distributor for Hair and Beauty’s total liability in contract, tort, misrepresentation or for any reason whatsoever or howsoever arising out of or in connection with the performance or contemplated performance of this Agreement (including, without limitation, its termination) shall be limited to an amount equal to the Price.
8.4 Nothing in this Agreement excludes or limits Japan Distributor for Hair and Beauty’s liability for:
8.4.1 death or personal injury caused by Japan Distributor for Hair and Beauty’s negligence; or
8.4.2 fraud or fraudulent misrepresentation.
8.5 The Customer shall indemnify and keep indemnified Japan Distributor for Hair and Beauty in relation to all losses, claims, demands, actions, proceedings, damages, costs, expenses (including any legal expenses) or other liability arising from or in connection with the Customer’s use of the Products in a manner that is inconsistent with the Training Videos or any Training Services provided or any manuals or any guides which are specific to the use and/or operation of the Products.
8.6 The Customer acknowledges and agrees that it shall be liable for and indemnify and keep indemnified Japan Distributor for Hair and Beauty in relation to all losses, claims, demands, actions, proceedings, damages, costs, expenses (including any legal expenses) or other liability incurred by Japan Distributor for Hair and Beauty in respect of any loss or damage caused by the Customer to any third party arising out of the Customer’s improper use of the Products.
9 Termination
9.1 Without prejudice to any rights that have accrued under this Agreement or any of its other rights or remedies, Japan Distributor for Hair and Beauty may at any time terminate this Agreement with immediate effect by giving notice to the Customer if:
9.1.1 the Customer commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so; or
9.1.2 the Customer repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion of Japan Distributor for Hair and Beauty that the Customer’s conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or
9.1.3 a resolution is passed for the winding up of the Customer (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver is appointed in respect of the whole or any part of the Customer’s assets or business, or if the Customer makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt, or any event occurs, or proceeding is taken, with respect to the Customer that has an effect equivalent or similar to any of the events mentioned in this clause 9.1.3.
9.2 Japan Distributor for Hair and Beauty may terminate the Agreement for any reason on giving the Customer 1 month’s written notice provided that Aubergine with flower Ltd t/a MY SNUG ROOM reimburses the Customer all amounts paid by the Customer to Japan Distributor for Hair and Beauty under this Agreement (which shall be the sole extent of Japan Distributor for Hair and Beauty’s liability to the Customer for exercising such right).
10 Import Duty
10.1 If the Customer orders Products for delivery outside the UK, they may be subject to import duties and taxes that are levied when the delivery reaches the specified destination. The Customer will be responsible for payment of any such import duties and taxes.
10.2 The Customer is responsible for complying with all applicable laws and regulations of the country for which the Products are destined. The Customer shall indemnify and keep indemnified Japan Distributor for Hair and Beauty in relation to all losses, claims, demands, actions, proceedings, damages, costs, expenses (including any legal expenses) or other liability arising from or in connection with the Customer’s failure to comply with or breach of any such laws.
11 Notices
All notices given by the Customer to Japan Distributor for Hair and Beauty must be given to Japan Distributor for Hair and Beauty at info@momoko.email. Japan Distributor for Hair and Beauty may give notice to the Customer at either the e-mail set out in the Order or the Delivery Address. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or 2 days after the date of posting of any letter. 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 e-mail that such e-mail was sent to the specified e-mail address of the addressee.
12 Transfer of Rights and Obligations
12.1 This Agreement is between the Customer and Japan Distributor for Hair and Beauty and is binding on the Customer and Japan Distributor for Hair and Beauty and on their respective successors and assigns.
12.2 The Customer may not transfer, assign, charge or otherwise dispose of this Agreement, or any of the Customer’s rights or obligations arising under it, without Japan Distributor for Hair and Beauty‘s prior written consent.
12.3 Japan Distributor for Hair and Beauty may transfer, assign, charge, sub-contract or otherwise dispose of this Agreement, or any of Japan Distributor for Hair and Beauty’s rights or obligations arising under it, at any time during the term of the Agreement.
13 Events Outside a Party’s Control
Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a Party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
14 Waiver
A waiver of any right or remedy under this Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
15 Severability
If any court or competent authority decides that any of the provisions of these Terms and Conditions or any provisions of this Agreement are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
16 Entire Agreement
16.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.
16.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. No Party shall have any claim for innocent or negligent misrepresentation based upon any statement in this agreement.
17 Third Party Rights
A person who is not a party to this Agreement shall not have any rights under or in connection with it.
18 Variation
Except as set out in this Agreement, any variation to this Agreement, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by Japan Distributor for Hair and Beauty.
19 Governing Law and Jurisdiction.
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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.