TERMS OF SERVICE

 
SALES & SERVICE AGREEMENT
­BUSINESS TERMS AND CONDITIONS
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CONTRACT DETAILS

This Agreement is made between:

- Baifumei Group Ltd, incorporated and registered in England and Wales with company number 12083059, whose registered office is at Chichester House, 2 Chichester Street, Rochdale, Lancashire, England, OL16 2AX, also trading as Baifumei (“we”, “us”, “our”). Our VAT number is GB332242932;

and

- The Customer (“you”, “your”).


BACKGROUND

Baifumei sells a wide range of cosmetics, clothing, skincare, supplements, and health and wellness products (“Products”). Baifumei assists Customers to manufacture and launch their own brand with a customised “Contract Product”, including formulation, Product, packaging, and design as described in Schedule 1; provides start to finish shipping, warehousing, factory introduction, and dropshipping services; and completes labelling checks and cosmetic certification services  (“Services”). The Customer wishes to engage Baifumei for the provision of their Products or Services, and Baifumei is willing to provide Products or Services to the Customer in accordance with the terms and conditions of this Agreement.

The Customer shall have full and all necessary power, authority, capacity, and legal right to enter into this Agreement in respect of the purchase, resale, and redistribution of Products from Baifumei, and to perform the Customer’s obligations under this Agreement.

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BY PLACING AN ORDER WITH US, YOU ARE AGREEING TO THE FOLLOWING TERMS

 

CONTENTS

  1. Interpretation
  2. How to Contact us
  3. Our Products and Services
  4. Your Order and our Contract with you
  5. Your Rights to make Changes
  6. Our Rights to make Changes
  7. Price and Payment
  8. Providing the Products and Services
  9. Contract Products
  10. Customs
  11. We may Suspend the Supply of Products and Services
  12. Delivery
  13. Your Rights to end the Contract
  14. If there is a Problem with the Products
  15. Returning Products
  16. Refunds
  17. Our Rights to end the Contract
  18. Consequences of Termination
  19. Limitation of Liability
  20. Force Majeure
  21. Intellectual Property Rights
  22. Confidentiality
  23. How we may use your Personal Information
  24. Rights and Remedies
  25. Transfer of Rights and Obligations under these terms
  26. Third Party Rights
  27. Agreement in Full
  28. Severance
  29. Delays in enforcing this Contract
  30. Notices
  31. Variation
  32. Governing Law and Jurisdiction
  33. Alternative Dispute Resolution

SCHEDULE 1 is attached to this Agreement.

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AGREED TERMS

  1. INTERPRETATION

1.1    The following definitions and rules of interpretation apply in this Agreement:

1.1.1       “Agreement” or “Contract” means this agreement between the Customer and Baifumei that is made up of The Contract Details, The Agreed Terms, and Schedule 1.

1.1.2       “Baifumei’s Team” means all directors, managers, employees, consultants, engineers and specialists, agents, and subcontractors engaged in relation to the Services.

1.1.3       “Business Day” for the purpose of notice under this Agreement means 9am to 5pm, Monday to Friday (excluding public holidays in England and Wales). Baifumei may operate from different time zones without giving notice to the Customer.

1.1.4       “Confidential Information” means any information of a confidential nature as described in Clause 22.

1.1.5       “Contract Product(s)” means the deliverables of the Services. They are custom products created and developed by Baifumei during the supply of Services, including agreed product types, containers, cases, and any other parts and/or components assembled or incorporated in the Contract Products. Specification can be found in Schedule 1.

1.1.6       “Delivery Deadline” means the estimated delivery date.

1.1.7       “Document” includes (in additional to any document in writing) any drawing, plan, diagram, design, image, tape, disk, or any other device or record embodying information in any form.

1.1.8       “Force Majeure Event” means any circumstance not within a party’s reasonable control as described in Clause 20.

1.1.9       “GBP” means Great British Pounds.

1.1.10    “In-put Material” means all Documents, information, and materials provided by the Customer, relating to the Services.

1.1.11    “Intellectual Property Rights” or “IPR“ means patents; utility models; rights to inventions; copyright, neighbouring, and related rights; trademarks and service marks; business names and domain names; rights in get-up and trade dress, goodwill, and the right to sue for passing off or for unfair competition; rights in designs; database rights; rights to use, and to protective confidentiality of, confidential information (including know-how and trade secrets); and all other intellectual property rights, in each case whether registered or unregistered, and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from such rights and all similar or equivalent rights or forms of protection, which subsist or will subsist, now or in future, in any part of the world.

1.1.12    “Pre-existing Materials” means all Documents, information, and materials provided by Baifumei or its agents, subcontractors, consultants, or employees, relating to the Services, which existed prior to the commencement of this Agreement.

1.1.13    “Product(s)” includes all cosmetics, clothing, skincare, supplements, and health and wellness products sold and distributed by Baifumei on the Website that are not created through the Baifumei Contract Product and Services.

1.1.14    “Schedule 1” means the schedule attached to these terms and conditions.

1.1.15    “Service(s)” means Baifumei’s service to the Customer which may be further described in Schedule 1. This may include Baifumei’s assistance in providing a customised formulation, Product, packaging, and design, start to finish shipping, warehouse, factory introduction, and drop shipping services, or labelling checks and cosmetic certification services.

1.1.16    “Stated Price” means the price indicated on the order page when placing your order.

1.1.17    “Taxes” means capital gains, transfer, documentary, excise, sales, use, value-added, goods and services, stamp, import and other such taxes incurred or payable pursuant to any applicable laws chargeable by any tax authority in any jurisdiction(s), if any, resulting from the purchase and/or reselling of the Products (whether related to the income or gain derived by Customers in the reselling or redistributing the Products).

1.1.18    “USD” means United States Dollars.

1.1.19    “VAT” means value added tax, chargeable under the Value Added Tax Act 1994.

1.1.20    “Website” means https://www.baifumei.co.uk.

1.1.21    References to clauses are to the clauses of this Agreement. Clauses and paragraph headings shall not affect the interpretation of this Agreement.

1.1.22    Unless the context otherwise requires, words in the singular shall include the plural, and words in the plural shall include the singular.

1.1.23    Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.1.24    Any words following the terms “including”, “include”, “in particular”, “for example”, “such as”, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term, preceding or following those terms.

1.1.25    A reference to “writing” or “written” includes e-mail, WhatsApp, or Facebook Messenger.

1.1.26    Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.1.27    A reference to a person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).

1.1.28    A reference to a party shall include that party’s personal representatives, successors, and permitted assigns.

1.1.29    A reference to a company shall include any company, corporation, or other corporate body, wherever and however incorporated or established.

1.1.30    A reference to a holding company or a subsidiary means a holding company or subsidiary as defined in section 1159 of the Companies Act 2006, and a company shall be treated for the purposes only of the membership requirement contained in section 1159(1)(b) and (c), as a member of another company, even if its shares in that other company are registered in the name of (a) another person, by way of security or in connection with the taking of security, or (b) its nominee.

1.1.31    A reference to a statute or statutory provision shall include all subordinate legislation made from time to time, under that statute or statutory provision.

 

  1. HOW TO CONTACT US

2.1.   You can contact Baifumei by telephoning our customer service team at 0208 012 8251, or by writing to us at info@baifumei.co.uk, or to Chichester House, 2 Chichester Street, Rochdale, Lancashire, England, OL16 2AX.

2.2.   If we must contact you, we will do so by the telephone number, email address, or postal address you provided to us when placing your order.

2.3.   If you are contacting us about an order you have placed with us, please have your order number at hand as we use this to locate the details of your order.

 

  1. OUR PRODUCTS AND SERVICES

3.1    The Products and Services are available on our Website for commercial or business purpose. You may resell or distribute our Products or Contract Products. You are responsible for full compliance with all laws and regulations applicable in relation to re-selling of the Products or Contract Products, including but not limited to laws regarding import, trading, trademarks and copyright, and any other applicable law in your own jurisdiction (or any other jurisdiction that may apply in the circumstances). This includes any documentation relating to risk of use, for example, Cosmetic Safety Product Reports, registering on the Cosmetic Products Notification Portal, or any other cosmetic registration portal required by law to sell in your target market or country.

3.1.1       We cannot guarantee that the Products or Contract Products purchased via our Website are able to be resold on all third-party marketplace platforms (for example, Amazon or eBay). Baifumei shall not be held responsible or liable if a Customer is refused to re-sell the goods on such platforms. It is the Customer’s responsibility to check the terms and policies that apply on any relevant third-party website or platform before making a purchase.

3.2    The images of the Products and Contract Products on our Website are for illustrative purposes only and it is possible that your delivered item and its packaging may vary slightly from those images. For example, if Products are renewed, you may receive the 2021 version of packaging rather than the 2019 packaging displayed on our Website. The Customer shall not hold Baifumei liable for differences or changes in packaging.

3.3    Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the Products or Contract Products.

3.4    Certain Products and Contract Products may be available exclusively through our Website. Such Products may have limited quantities and are subject to exchange only.

3.5    Products shown on our Website may contain descriptions that are provided directly by the publisher, manufacturer, or distributor of such Products. We make no representations, warranties, or guarantees (whether express of implied) that such information is accurate, complete, or up to date.

3.6    The information on our Website may contain typographical errors, pricing errors, and other errors or inaccuracies which we shall not be held liable or responsible for.

3.7    Price comparisons may be displayed on our Website to indicate the amount you are saving by purchasing the Product through our Website. The amounts shown as ‘save’ reflect the difference between the retail sale price elsewhere and Baifumei’s price. We make no representation or warranties that this pricing is accurate or up to date, or that any number of such Products have been sold or made available for sale at Baifumei’s price.

 

  1. YOUR ORDER WITH US AND OUR CONTRACT WITH YOU

4.1.   You must create a customer account on our Website to purchase our Products or Services. Checking and updating account information is solely the Customer’s responsibility. You must inform us and update your account if your details change. You acknowledge and agree that you must provide current, complete, and accurate account information, including shipping addresses, email addresses, and payment details, and there are no facts which have not been disclosed to Baifumei which would make such information misleading, or which may affect the willingness of Baifumei to proceed with the sale of Products or Contract Products and Services. Baifumei shall not be responsible or liable for any errors in the order process due to incorrect, incomplete, or inaccurate information provided by you. For example, if the Customer inputs an old or incorrect shipping address, and Baifumei processes and delivers the order to such address, Baifumei shall not be responsible or liable to refund the Customer, or to send out replacement Products or Contract Products to the correct address without further payment from the Customer.

4.2.    It is your responsibility to check that the order you are placing with us is correct. For example, you must take care when entering payment and shipping details and selecting the correct Products and quantities. We are not responsible for payments processed in error, and you may only receive a refund at our absolute discretion in the form of store credit.

4.3.    All orders are subject to acceptance by Baifumei. We will send you an email to confirm our acceptance of the order you have placed for our Products or Services, at which point, this Contract will come into existence between you and Baifumei. Notification may be in the form of an automated email.

4.4.   If we are unable to accept your order, we will inform you of this and will not charge you. Reasons for this may be because:

4.4.1       The Product is out of stock.

4.4.2       Of unexpected limits on our resources which we could not reasonably plan for.

4.4.3       A credit reference we have obtained for you does not meet our minimum requirements.

4.4.4       We have identified an error in the price or description of the Product or Service.

4.4.5       We are unable to meet a delivery deadline you have specified.

4.4.6       We reserve the right to refuse or limit orders at our absolute discretion.

4.4.7       Any other commercial reason (determined at Baifumei’s absolute discretion) meaning that the order cannot be accepted.

4.5    If your order is accepted, we will assign an order number to your order and will notify you of this in our order confirmation email. Notification may be in the form of an automated email.

4.6    If we cannot fulfil the total quantity of Products in an order, we will send the available quantity to you and refund the price difference. This alert may come in the form of an automated email. All refunds will be store credit only, refunded through your customer account.

 

  1. YOUR RIGHTS TO MAKE CHANGES

5.1    If you are purchasing Products:

5.1.1       All orders for Products are immediately processed once they are placed by the Customer, therefore we cannot accept your requests to cancel or make any changes to your order once it is submitted.

5.1.2       You agree that any orders for Products placed with Baifumei are final and any changes to your order shall be at Baifumei’s sole discretion.

5.1.3       If a change is possible, we will let you know about any changes to the total cost of the order, the timing of supply, or anything else which would be necessary as a result of your requested change. This alert may come in the form of an automated email. We will always ask you to confirm whether you wish to go ahead with the change.

5.2    If you are purchasing our Contract Products and Services:

5.2.1       All purchase orders, deposits, and payments are subject to acceptance by Baifumei and cannot be refunded, returned, or cancelled for any reason. For the purpose of this clause, acceptance is defined as the receipt by Baifumei of an order or deposit by the Customer, or a contract (for example, non-disclosure agreement and private label manufacturing agreement).

5.2.2       Any change of specification (design of case, container, and/or any other parts) from written on Schedule 1 may effectuate pricing and any remaining balance. Any increase of pricing shall first be signed off and approved by the Customer before we proceed. In the event that there is an increase in the price of your order from Schedule 1, Baifumei will issue a new invoice to you.

5.3    If we require additional payment as a result of changes to your order, we may request this through automated email and suspend shipment of Products or supply of Services until we have confirmed receipt of payment.

5.4    If a change to your order requires us to provide a partial or full refund, we may issue store credit to your customer account.

5.5    Baifumei shall not be held responsible or liable for any delays caused by you requesting changes to your order.

 

  1. OUR RIGHTS TO MAKE CHANGES

6.1    We may make changes to the Products, Services, or to these terms. If we do, we will try to notify you. This alert may be in the form of an automated email. In this instance, you may contact us to end this Agreement before the changes take effect, and if we agree to end the Agreement, you will receive a refund for any Products or Services paid for but not received.

6.2    We may change a Product or Service to:

6.2.1       Reflect changes in relevant laws and regulatory requirements.

6.2.2       Implement minor technical adjustments and improvements.

6.3    We will try to notify you if the changes affect your use of the Products or Services.

6.4    We reserve the right to revoke any stated offer, to correct any errors, inaccuracies, or omissions, and to make changes to the price, content, promotional offers, descriptions, or specifications (including after an order has been submitted, acknowledged, dispatched, or received).

6.5    We reserve the right to make changes to the price of the Products or Services to reflect any increase in the cost to Baifumei which is due to any factor beyond the control of Baifumei, such as any foreign exchange fluctuation, third party error or omission, currency regulation, alteration of duties, significant increase in the costs of labour, materials, ingredients, or other costs of manufacture or supply, any change in delivery dates, quantities, or specifications for the Products, Contract Products, or Services which is requested by the Customer; or any delay caused by any instructions of the Customer; or failure of the Customer to give Baifumei adequate information, support, or instruction.

6.6    We reserve the right to refuse, limit, or cancel any order you place with us, whether the order has been confirmed or you have been charged. We may notify you if we cancel or make a change to your order. If you have already made payment, we will issue store credit to your customer account for cancelled Products or Services that will not be received. Any changes we make to your order may be alerted in the form of an automated email.

 

  1. PRICE AND PAYMENT

7.1.   The price of the Product is the price indicated on the order pages when you placed your order, and of which was paid (or to be paid) by you (“Stated Price”); or in the case of Contract Products and Services, the price which is stated to you in Schedule 1 (“Quote”).

7.2.   The price of Contract Products and Services may be amended by mutual agreement in accordance with changes to specification.

7.3.   When you must pay depends on what you are purchasing:

7.3.1       If you are purchasing Products, we will take payment at the time you place the order and only dispatch the Products once we have confirmed payment.

7.3.2       If you are purchasing our Services and Contract Products, we require a non-refundable T/T 50% deposit in advance of providing the Services, and the remaining balance upon notification that the Contract Products are ready for shipment. You must pay the remaining balance within 7 days after receipt of the shipment confirmation and email danny@bafumei.co.uk to confirm payment. For the purpose of this clause, shipment confirmation means the hand over date, the date that all Contract Products have been finalised and are ready to ship to the Customer.

7.3.2.1   If a Customer fails to pay the balance in due time, all rights (including rights of beneficiary, sales, trademark, and all information relating to the Contract Product and sample) shall be assigned to Baifumei.

7.4    Where you have signed up to our subscription service, a recurring payment shall be taken on the same date each calendar month (agreed between both parties) until you cancel the Agreement by providing 1 month notice to us in writing, or we terminate the agreement in accordance with clause 17.

7.5    VAT terms may apply:

7.5.1       If you are a VAT registered business, the Stated Price / Quote is inclusive of VAT.

7.5.2       If you are not a VAT registered business, the Stated Price / Quote excludes VAT which we shall add to our invoices at an appropriate amount.

7.5.3       If the rate of VAT changes between your order date and the date we supply the Product or Service, or we have made an error in the rate of VAT, we will adjust the cost of VAT that you pay, unless you have already paid for the Product or Service in full before the change in the rate of VAT takes effect. Where you have already paid in full, we will raise an additional invoice.

7.6    All fees payable by you are exclusive of applicable Taxes and duties. You are responsible for paying all applicable Taxes and other governmental fees, customs duties, charges, penalties, interest, and additions to such Taxes that are imposed on you upon or with respect to the transactions and payments under this Agreement. With respect to each of your purchases, Baifumei will automatically charge and collect any applicable tax that it is deemed required in any applicable jurisdictions. However, Baifumei will not be responsible for collecting the correct taxes deemed required in any applicable jurisdictions. You are responsible for paying all applicable Taxes (including, but not limited to, sales, use, or value-added taxes) and any other governmental fees, customs duties, charges, penalties, interest, and additions to such taxes that are imposed on you upon or with respect to the transactions and payments under these terms.

7.6.1       For Customers located in the United States, the Customer represents, warrants, and undertakes the purchase is exempt from United States sales and use tax as a purchase for resale under a valid resale certificate;

7.6.2       The items will be resold in the normal course of business and if the Customer makes any use of the items other than retention, demonstration, or display, while holding them for sale, the Customer shall pay sales tax on the items at the time of use; and

7.6.3       The Customer shall collect and remit any applicable sales tax from the end customer associated with the resale of the items.

7.6.4       You are fully responsible for paying and/or collecting all Taxes. We shall not be responsible for collecting and/or paying Taxes or making required filings in respect of the Taxes pursuant to laws applicable to you.

7.7    Although we take care to ensure that the price of the Product advised to you is correct, it is always possible that, despite our efforts, some of the Products we sell may be incorrectly priced. Baifumei is not responsible for checking prices before accepting your order, even in the event where the Product’s correct price at your order date is less than our Stated Price at your order date. Baifumei does not accept any loss due to these errors and has the right to charge the Stated Price.

7.8    If we accept and process your order where a pricing error is obvious, unmistakable, and could have been recognised by you as a mispricing, we may choose to end the Agreement, refund any sums you have paid as store credit, and require immediate return of any Products provided to you.

7.9    We cannot confirm the price of a Product until you order. It is possible that the price for a Product may increase or decrease between the time that the Product is placed in a shopping cart and the time the purchase is actually made. If a Product reduces in price after your order has been processed and payment has been made, we are under no obligation to refund you the difference.

7.10  All transactions/invoices conducted by or with Baifumei, including sales of Products or Services, issuance of gift certificates and store credit, are and shall be made in United States Dollars (“USD”) unless agreed otherwise by Baifumei in writing.

7.11  If we are providing Contract Products and Services, change of currency shall be discussed prior to payment and Baifumei shall inform the Customer of any new total in the agreed currency. Exchange rates shall be agreed by both parties and based on the days rate. The Customer acknowledges and agrees that Baifumei may add 0.018 to the agreed day rate at their discretion.

7.12  If you are purchasing Products, Baifumei may allow Customer to pay in currencies other than USD. If this option is available, the rate applied may be several points above the daily rate. Please note that although payment may be made in such cases in Euros, Great British Pounds, or otherwise, the USD prices indicated on our Website shall apply.

7.13  You may make use of a feature on our Website to convert the USD prices to your preferred currency. This function generates approximate exchange rates that are not updated by Baifumei. We are not a bank or currency dealer and make no representation or warranty that converted prices represent actual and accurate prices payable. Such prices are computed as guidelines for your convenience only and shall not be relied upon when choosing to purchase a Product or Service.

7.14  Often, the exchange rate is extremely  volatile and may result in an order being underbilled. Any differences in the price of your order may alter the final invoice and be billed again before the order is accepted.

7.15  We are not liable for fees or charges payable in connection with currency exchange, or for any losses incurred as a result of fluctuations in currency exchange rates. Any charges incurred from use of cards due to payment in foreign currencies will be the responsibility of the Customer.

7.16  We accept bank and wire transfers, direct debit and credit card payments with AMEX, Visa, and Mastercard, and via Apple Pay, Stripe, Alipay, or Wechat Wallet. Please note, these payment methods may not be available at all times. Other payment forms will not be accepted unless agreed otherwise in writing by Baifumei, and you agree to all restrictions and terms associated with such form of payment.

7.17  If payment is made through a third-party service, including but not limited to Alipay or your credit card issuer, your agreement with them will govern your use of that service, and you must refer to that agreement (and not our Agreement) to determine your rights and liabilities as a user of their service.

7.18  You may be charged fees by third-party payment services. We are not responsible for such charges that are outside of our control, including any fees payable by Baifumei, or payment of any unauthorised amounts billed by a third party. You agree to pay all fees incurred in connection with your purchase at the rates in effect when the charges were incurred.

7.19  We are not responsible for paying any unauthorised amounts billed to you by a third party.

7.20  If we do not receive payment from your credit card issuer or third-party payment service such as Alipay, you agree to pay all amounts due to us within 7 days of us notifying you.

7.21  If you do not make any payment to us by the due date, we may charge interest to you on the overdue amount at the rate of 8% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount.

7.22  If you think an invoice is wrong, please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved, we will charge you interest on correctly invoiced sums from the original due date.

7.23  Unless you notify Baifumei of any discrepancies in charges or payments within 14 days after they appear on your bank statement, you agree that they will be deemed accepted by you in all respects and for all purposes.

7.24  You agree to promptly update your customer account details (personal/business and payment information) so that we can complete your transactions and contact you as needed. We are not responsible or liable for any losses or delays caused by your failure to update such information.

7.25  If Baifumei’s performance of their obligations under this Agreement is prevented or delayed by any act or omission of the Customer, Baifumei shall:

7.25.1    Not be liable for any costs, charges, or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.

7.25.2    Be entitled to payment of the charges despite any such prevention or delay.

7.25.3    Be entitled to recover any additional costs, charge, or losses that Baifumei sustains or incurs that arise directly or indirectly from such prevention or delay.

7.26  Store credit awarded to your Baifumei customer account must be used within 6 months. Any store credit remaining after this time shall expire and the balance will be removed from your customer account.

 

  1. PROVIDING THE PRODUCTS AND SERVICES

8.1.   Our Website is solely for the promotion of our Products and Services in Korea, parts of Asia, the United Kingdom, Europe, and the US. As of 27th April 2021, we may not accept orders from or deliver to addresses outside of these locations. Please check our page for a list of the countries we ship to and the process for shipping: https://www.baifumei.co.uk/policies/shipping-policy.

8.2.   We may, at our discretion, limit or cancel quantities purchased. These restrictions may include orders placed by or under the same customer account, credit card, billing, and/or shipping address, and to any person, geographic region, or jurisdiction.

8.3.   During the order process we will let you know when we will provide the Products or Services to you:

8.3.1       In order to obtain an estimated delivery date for the Products you have ordered (“Delivery Deadline”), you can use the “Track My Order” section of the Website. Please note, as the stock status can change quickly from in stock to out of stock (pre-order), we cannot give, nor be bound, to a specific delivery date.

8.3.2       If we are providing Contract Products and Services, we will begin working on your order after accepting your order and confirmation that the deposit has been paid.

8.3.3       If we are providing a subscription to receive Products, we will agree the subscription duration and any Delivery Deadlines during the order process. We will supply the Products to you until:

8.3.3.1       The subscription expires.

8.3.3.2       You end the Agreement by giving 1 months’ notice to us in writing.

8.3.3.3       We end the Agreement by written notice in accordance with clause 17.

8.4.   Any dates provided by Baifumei for the delivery of Products or Contract Products and Services are only estimates and Baifumei shall not be liable for any delay however caused. Time for delivery shall not be of the essence of the Contract and shall not be binding, unless previously agreed otherwise by Baifumei in writing. Your order may be delivered after or in advance of the Delivery Deadline provided.

8.4.1       Even where we agree that time is of the essence, late delivery shall not constitute a material breach of these terms.

8.5.   We may need certain information from you so that we can supply the Products or Contract Products and Services to you. For example, a valid delivery address or your business documents (such as registrations or sales permits). We will contact you to for such information. If you do not provide this information within a reasonable time of our request, or if you give us incomplete or incorrect information, we may either end the Agreement (and Clause 17.3 will apply) or make an additional charge at our absolute discretion to compensate us for any extra work that is required as a result. We will not be responsible for supplying the Products or Contract Products and Services late, or not supplying any part of them, if this is caused by you not giving us the information we need within a reasonable time of our request.

8.6.   We are not responsible for delays outside our control. If these delays occur, we will contact you as soon as possible to let you know and will take steps to minimise the effect of the delay. However, we will not be liable for delays caused by the event, but if there is a risk of substantial delay, you may contact us and we will confirm if we agree to cancel the Agreement.

8.6.1.      We shall respond to advise you whether we accept your termination and may, at our absolute discretion provide you with a refund in the form of store credit for any Products or Services you have paid for but not received.

8.7    Where the Products or Contract Products and Services are to be delivered in instalments, and/or over partial shipment, each delivery shall constitute a separate agreement, and failure by Baifumei to deliver any one or more of the instalments in accordance with these terms, or any claim by you in respect of any one or more instalments, shall not entitle you to treat the Agreement as repudiated or obviate any of the Customer’s duties and obligations to Baifumei under these terms.

 

  1. CONTRACT PRODUCTS

9.1    Baifumei agrees to:

9.1.1       Provide samples pertaining to the brief outlined in Schedule 1. Up to three samples may be provided until signed off and approved. Any additional samples may result in additional charges which will be invoiced to you in accordance.

9.1.2       Samples will conform with all material descriptions in Schedule 1.

9.1.3       Use commercially reasonable endeavours to complete manufacturing and handover within the timescale provided in Schedule 1. However, the Customer accepts that estimated completion dates are only estimates; they are not binding and may vary. The Customer shall not hold Baifumei liable for extensions of the estimated completion date.

9.1.4       Use commercially reasonable endeavours so that Contract Products are compliant with vegan rules, should this be requested by the Customer and included in Schedule 1. Contract Products approved to carry the certified vegan logo shall not contain ingredients of meat, fish, fowl, animal by-products (including silk or dyes from insects), eggs, or egg products, milk or milk products, honey bee products, or be clarified or finished with any animal products. Baifumei may charge the Customer for full vegan registration and any additional costs shall be paid by the Customer.

9.1.5       Contract Products shall not involve animal testing of ingredients or finished product, and will not contain any known animal-derived GMO’s or genes used to manufacture ingredients or finished products. Baifumei will provide verification that animal products were not used in the production.

9.1.6       Use commercially reasonable endeavours to supply a full INCI breakdown for the Customer to enter on CPNP or use in other registration portals if possible and if requested.

9.1.7       Use commercially reasonable endeavors to ensure that any Contract Products provided to the Customer are in conformity with the European Cosmetic Regulation no 1223/2009.

9.2    The Customer agrees to:

9.2.1       Provide specific request on any samples to ensure clear understanding and cooperate fully with Baifumei to finalise the sample in a reasonable time.

9.2.2       Provide final confirmation on each specification of the Contract Product. If any single one of the following specifications fail confirmation within a reasonable time, the lead time shall be extended by a fair and reasonable amount and may be extended over 45 days if required by Baifumei: (1) extract and ingredient; (2) texture; (3) container (jar), container (jar) design, number of design colour, code of design colour; (4) case, case design, number of case design colour, code of case design colour (5) any other components that require confirmation on specification.

9.3    Except as otherwise stated in Baifumei’s quotation, or in any price list of Baifumei, and unless otherwise agreed in writing by Baifumei, all prices (including delivery) are provided on an ex works basis from our factory shipping address as described in Schedule 1, and where Baifumei agrees to deliver the Contract Products, the Customer shall be liable to pay Baifumei’s charges for transport, packaging, administration, and insurance.

 

  1. CUSTOMS

10.1  We take care to ensure the Products and Contract Products sold to you are genuine and legitimate. Import and sale of some products available on our Website may not be permissible in all other countries outside of South Korea, for example, as a result of local customs, regulations, local copyright, and trademark rights.

10.2  We are constantly updating the large inventory including tens of thousands of Products available on our Website. In addition, our Customers are located globally, therefore it is impractical for us to confirm whether import and sale of any of these Products may conflict with local exclusive distribution rights in effect from time to time, or otherwise be a violation of local law. For example, Products and Contract Products may not conform with regulations in all countries, such as product safety regulations.

10.3  You acknowledge and agree that Baifumei’s role is limited to procuring Products available in selected regions and making them available to you through the Website for purchase in South Korea.

10.4  Customers who access our Website and purchase Products or Contract Products from outside South Korea do so on their own initiative and are responsible for compliance with all applicable local laws and regulations. By purchasing a Product or Contract Product though our Website, you acknowledge and agree that you are the sole importer and initial distributor of the product for all purposes, including customs regulations, copyright and trademark laws, and product safety laws, and you agree that such purchase and the import of such product complies with the laws and regulations of the country you have requested shipment of the Product or Contract Product to.

10.5  Any permits or licenses as may be required for the Customer to import and sell Products and Contract Products shall be the responsibility of Customer; however, the obligation of the Customer shall not be waived or relieved by any delay, failure to renew, or cancellation of a license or permit.

10.5.1    Where the Customer has purchased Contract Products and Services, Baifumei may, at their discretion, provide certification or documentation to the Customer to adhere with the European Cosmetic Regulation no 1223/2009 and reasonably support the Customer to prevent any sales limit or issue. This  does not apply to the purchase of non-custom Products.

10.6  In no event will Baifumei, or any of their group companies, be responsible for any liability in respect of the Products, Contract Products, or Services arising under the laws of any country other than South Korea for any reason, including the import and sale of Products and Contract Products; customs, regulations, customs holds, detentions, and seizures; and copyright and trademark laws, product licensing, and product safety laws.

10.7  By purchasing a Product or Contract Product through the Website, Customers outside of South Korea authorise Baifumei to make arrangements for clearance of customs on their behalf for the products they have ordered. This customs clearance may not be sufficient enough to be classed as cleared in the final destination of the Customer and may need to be re-cleared to abide by the local laws. This is not the responsibility of Baifumei and any costs, problems, or issues arising as a result of this shall be the Customer’s responsibility. Any Products or Contract Products held by border force or local shipping or government officials shall be at the sole responsibility of the Customer.

 

  1. WE MAY SUSPEND THE SUPPLY OF PRODUCTS AND SERVICES

11.1. We may suspend the supply of a Product or Service to:

11.1.1.   Deal with technical problems or make minor technical changes.

11.1.2.   Update the Product or Service to reflect changes in relevant laws and regulatory requirements.

11.1.3.   Make changes to the Product or Service as requested by you or notified by us to you (see Clause 6).

11.2. We will use commercially reasonable endeavours to contact you in advance to tell you we will be suspending supply of the Product or Service.

11.3. If we have to suspend the supply, we will adjust the price so that you do not pay for Products or Services while they are suspended.

11.4. You may contact us to end the Agreement for a Product or Service if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 30 days, and we will refund as store credit any sums you have paid in advance for the Product or Service in respect of the period after you end the Agreement. Please note that any order already submitted and assigned an order number cannot be refunded.

11.5. If you do not pay us for the Products or Services on the due date (see Clause 7) and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend supply until you have paid us the outstanding amounts. In this case, we may also add interest to the outstanding amount as per Clause 7.21. However, we may not suspend the supply where you dispute the unpaid invoice.

 

  1. DELIVERY

12.1. The delivery cost of the Products you purchase will be as displayed to you on our Website. We will only dispatch Products to you after we have received payment in full.

12.2. If you are purchasing Contract Products and Services, we will notify you of the expected shipment date in advance and shall ship the Contract Products to you once we have received confirmation of the full payment of the order.

12.3. The Products or Contract Products will be your responsibility from the time they are exported outside of South Korea. The title to Products or Contract Products and risk of loss passes to you upon delivery to the common carrier selected by Baifumei to deliver your order.

12.3.1    Until such time as the title to Products or Contract Products passes to the Customer, Baifumei shall hold such products for the Customer as a fiduciary agent and bailee and shall keep them separate from any other goods or products owned or held by them or any third party, and ensure they are protected, insured, and identified as the Customer’s property.

12.3.2    Until such time as the title to Products or Contract Products passes to the Customer, and provided such goods are still in existence and have not been resold by the Customer, Baifumei may at any time require the Customer to deliver the Products or Contract Products to Baifumei or a nominated supplier or agent (at Baifumei’s absolute discretion). If the Customer fails to do so, Baifumei may enter the premises of the Customer, or any third party where the Products or Contract Products are stored, to repossess such goods.

12.3.3    The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products or Contract Products which remain the property of Baifumei or their nominated supplier, but if the Customer does so, all sums owed by the Customer shall (without limiting any other right or remedy of Baifumei) become due and payable.

12.3.4    It is the Customer’s responsibility to adequately insure Products and Contract Products for shipping. Baifumei will not be responsible or liable for any items that are lost, stolen, or damaged in transit, or for any late delivery.

12.4. If the quantity delivered is less than the quantity ordered, you are obliged to take the delivery and the price difference may be refunded as store credit to reflect such lower quantity. Any discrepancy in quantity shall not be a material breach of this Agreement.

12.4.1.   For the purposes of this clause only, we expressly exclude your rights to reject the goods if the quantity delivered is less than the quantity ordered under s30 of the Sale of Goods Act 1979.

12.5. If no one is available at your address to take the delivery and the Products or Contract Products cannot be delivered to you, you may re-arrange delivery or collect from a delivery depot. Any additional charges may be raised on your customer account and be requested to be paid before release of the goods.

12.6. If, after a failed delivery, you do not re-arrange delivery or collect from a delivery depot, we will contact you for further instructions and reserve the right to charge you storage fees and any further delivery costs.

12.7. If, despite our reasonable efforts, we are unable to contact you and are unable to re-arrange delivery or collection from a delivery depot, we may end the Agreement and Clause 17.3 will apply.

12.8. If we miss the Delivery Deadline for any Products, then you may treat the Agreement as at an end straight away if any of the following apply:

12.8.1    We have refused to deliver the Products. Any action taken by couriers such as DHL, TNT, or others are not acting on behalf of Baifumei and therefore we cannot be held responsible for their actions or omissions.

12.8.2    You told us before we accepted your order that delivery within the Delivery Deadline was essential, and we have agreed in writing that time is of the essence to the Contract; otherwise time shall not be of the essence to the Contract.

12.9  If you do not wish to treat the Agreement as at an end under Clause 12.8, or do not have the right to do so, we will use commercially reasonable endeavours to agree a new deadline for delivery.

 

  1. YOUR RIGHTS TO END THE CONTRACT

13.1  If the Product, Contract Product, or Service is faulty or misdescribed you may have a legal right to end the Agreement. You may get the goods replaced, service re-performed, or return the goods for a full or partial refund in the form of store credit.

13.2  If you are ending the Agreement for any of the following reasons, the Agreement will end immediately, and we will refund you for any Products which have not been provided:

13.2.1    We have told you about an upcoming change to the Product, Service, or to these terms which you do not agree to, and we agree to end the Agreement (see Clause 6).

13.2.2    We have told you about an error in the price or description of the Product you have ordered, and you do not wish to proceed.

13.2.3    We have suspended the supply of the Products or Services for technical reasons, or we notify you of our plans to suspend them for technical reasons. In each case, for a period of more than 30 days.

13.3  Even if we are not at fault, you may still request to end the Agreement before it is completed, which we may agree to at our discretion, but you may have to pay us compensation as set out in Clause 13.4:

13.3.1    A contract for Products is completed when the order is paid for and delivered.

13.3.2    A contract for Contract Products and Services is completed when we have finished providing the Services and you have paid for them.

13.4  If you would like to end the Agreement before it is completed, and where we are not at fault, you can contact us. We will confirm if we agree (at our absolute discretion) and will let you know of any compensation you may owe. The following may apply at our absolute discretion:

13.4.1    We may end the Agreement immediately and provide store credit in the amount of any sums paid by you for Products or Services not provided.

13.4.2    We may end the Agreement, but it will not end until 1 calendar month after the day on which you contact us. We will refund any advance payment you have made for Products or Services which will not be provided to you. For example, if on 4th April you tell us you want to end the Agreement, we will continue to supply the Product or Service until 3rd April. We will only charge you for supplying the Product or Service up to 3rd March and will provide store credit for any payments made in advance for the supply of the Product or Service after 3rd March.

13.4.3    We may deduct from the refund (or if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of you ending the Agreement.

 

  1. IF THERE IS A PROBLEM WITH THE PRODUCT

14.1. We do not warrant that the quality of any Products or Contract Products received by you will meet your expectations, however, we will accept the return of any defective goods, and goods that are damaged in transit, if they are returned within 30 days of the delivery date on the conditions of this Agreement.

14.2. Please note that any superficial damage to the Products or Contract Products (packaging, boxes etc.) will not be covered and may need to be raised and claimed through customers freight or shipping insurance, outside of Baifumei.

14.3. If you believe there is a problem with a Product or Contract Product, you must notify us within 7 days of delivery by sending photographs you have taken of the goods to info@baifumei.co.uk.

14.4. Where there is a fault with one or a small minority (to be decided by Baifumei) of the Products or Contract Products delivered to you, you may only return the faulty goods and are not entitled to return the remainder of the order.

14.5. We may offer you either a replacement Product or store credit that may be applied to other purchases on the Website.

14.6. If you purchase a Product that is not as described on the Website, you acknowledge and agree that your remedies shall be to return such Product in unused condition for a replacement or a refund in the amount of the purchase price where return policies apply. Alternatively, you may request for technical service and support directly to the manufacturer of a Product in accordance with the terms and conditions of any manufacturer’s warranty. Information regarding manufacturer’s warranties may be included in the materials shipped with the Products or be available through the Website or by contacting Baifumei.

14.7. We will not be held responsible or liable for any errors or inaccuracies in the Products that are outside of our control. For example, if Products are recalled due to labelling errors that are the fault of the brand, not Baifumei Group Ltd. In these circumstances, we will not accept a return or refund of the Products and any claim must be raised with the brand itself.

14.7.1    In the event that any issues arise due to errors or inaccuracies in the Products that are outside of our control, they shall be dealt with under this Agreement. Any refunds shall be in the form of store credit only and will be calculated at Baifumei’s discretion based on a fair assessment of the Products after they have been returned to Baifumei (usually 15% - 30% of the value).

14.8. If you have any questions or complaints about the Product, please contact us first. You can write to us at info@baifumei.co.uk, or to Chichester House, 2 Chichester Street, Rochdale, Lancashire, England, OL16 2AX.

 

  1. RETURNING PRODUCTS

15.1. We accept returns for most defective or damaged Products or Contract Products that are returned within 30 days of the delivery date. You do not have the right to return:

15.1.1    Any Products or Contract Products that are not faulty or misdescribed.

15.1.2    Products or Contract Products sealed for health protection or hygiene purposes once these have been unsealed after you receive them (including any cosmetics or skincare products).

15.1.3    Any Products or Contract Products which become mixed inseparably with other items after their delivery.

15.1.4    Services once these have been started; or once a purchase order, deposit, or payment has been accepted by Baifumei.

15.2  If you wish to return Products or Contract Products after you have received them, you must return them by first contacting us and requesting appropriate warehouse address.

15.3  If you return goods without first contacting Baifumei, the following shall apply:

15.3.1    Shipping costs shall be managed and payable by you.

15.3.2    You acknowledge there will be an administration fee of $25 per 6 items returned.

15.3.3    Any goods that are returned without notification will be rejected by our warehouse and returned to you. Further shipping charges incurred as a result of returning goods to you shall be payable by you.

15.4  You are responsible for the cost of the return of Products and Contract Products, unless otherwise agreed by Baifumei in writing.

15.5  The returned Product or Contract Product shall remain your responsibility until it arrives at our warehouse. Baifumei shall not be responsible or liable for returned goods in transit so please ensure that you have packaged the goods properly and obtained proof of postage. Any Products or Contract Products returned with no proof of postage may be rejected.

15.6  If we notice an unusual pattern of returns activity that in our opinion appears suspicious, we may deactivate your customer account and any associated accounts. If this happens to you and you think we have made a mistake, please contact us at info@baifumei.co.uk.

 

  1. REFUNDS

16.1. If a return or cancellation is accepted by Baifumei, we will refund the price you paid for the Products or Services (less any applicable deductions) to your customer account as store credit for future purchases.

16.2. All references to refunds in this Agreement mean refunds in the form of store credit only. Store credit can be found on your customer account and can be used for purchases on our Website. We do not provide cash refunds in any circumstances unless agreed by us in writing.

16.3. If we consider this possible and agree to a cash refund, this will be via the original method you used for payment. Where you have paid in a currency other than USD and you are to be refunded through a credit card or a third-party payment service such as Alipay, then the credit card issuer or payment service shall determine the applicable exchange rate at such time.

16.4. Once Services are completed (paid for and Contract Products dispatched to you) you may only receive a replacement for defective or damaged Contract Products, and are not entitled to a refund for the Service provided.

16.5. If you are returning Products or Contract Products, your refund or replacement will only be made after we have received the goods back from you.

16.6. We may accept your request for a refund of the original delivery costs at our absolute discretion. In this event, the maximum refund will be the costs of the least expensive delivery method we offer. For example, if we offer delivery of goods within 3-5 days at one cost, but you choose to have the goods delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.

16.7. We do not provide refunds resulting from changes in currency rates.

16.8. We may make deductions from the refund due to you:

16.8.1.   We may reduce your refund of the price to reflect any reduction in the value of the Products or Contract Products if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount in compensation as determined by Baifumei.

16.8.2.   Where you have purchased Services and we allow you to terminate for any reason, we may deduct from any refund an amount for the supply of the Service for the period for which it was supplied, ending with the time when you told us you had changed your mind and we have agreed to allow to you to terminate the Agreement on that basis. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the Agreement.

 

  1. OUR RIGHTS TO END THE CONTRACT

17.1. We may write to you to let you know that we are going to terminate the Agreement. We may let you know at least 14 days in advance of us stopping the supply of the Product or  Service and will provide a refund in the form of store credit for any sums you have paid in advance for Products or Services which will not be provided.

17.2. We may end the Agreement at any time by writing to you, if:

17.2.1.   You do not make any payment to us when it is due, and you still do not make payment within 7 days of us reminding you that payment is due.

17.2.2.   You do not, within a reasonable time of our request, provide us with information that is necessary for us to provide the Products or Services.

17.2.3.   You do not, within reasonable time, allow us to deliver the Products or Contract Products to you.

17.2.4.   You commit a material breach of any term of this Agreement where the breach is irremediable, or if such a breach is remediable, you fail to remedy that breach within 14 days of our written notice.

17.2.5.   You repeatedly breach any of the terms of this Agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to the terms of this Agreement.

17.2.6.   You violate the obligations of this Agreement without a justified reason.

17.3. If we end the Agreement in the situations set out in Clause 17.2, we may deduct or charge you compensation for the net costs we will incur as a result of you breaking the Agreement.

17.4. The Agreement may be terminated immediately by either party upon occurrence of any of the following:

17.4.1    Insolvency of Baifumei, or a filing by or against either party of voluntary or involuntary petition in bankruptcy.

17.4.2    Corporate reorganisation, or for any similar relief, or the execution of an assignment by the other party for the benefit of creditors or appointment of a receiver of the other party for any reason.

 

  1. CONSEQUENCES OF TERMINATION

18.1  On termination of this Agreement:

18.1.1    Baifumei shall deliver to the Customer a refund in the form of store credit of any sums paid in advance for Products or Services which have been paid for but not provided to the Customer.

18.1.2    The Customer shall immediately pay to Baifumei all sums due and owing to them in connection with this Agreement.

18.1.3    Both parties shall return, destroy, or otherwise deal with any Confidential Information as the disclosing party shall wish for it to be dealt with.

18.1.4    The following clauses shall remain in force: Clauses 18, 19, 21, 22, 28, and 32.

18.2  The termination of this Agreement, howsoever arising, is without prejudice to the rights, duties, and liabilities of either party accrued prior to termination.

 

  1. LIMITATION OF LIABILITY

19.1. Baifumei’s total liability under or in connection with this Agreement shall be limited to the greater of:

19.1.1    150% the total value of this Agreement; or

19.1.2    £250,000 GBP.

19.2. This limit shall apply howsoever that liability arises, including, and without limitation, a liability arising by breach of contract, arising by tort (including, and without limitation, the tort of negligence), or arising by breach of statutory duty.

19.3. Nothing within this clause shall exclude or limit liability for:

19.3.1    Death or personal injury caused by negligence.

19.3.2    Fraud or fraudulent misrepresentation.

19.3.3    A breach of your legal rights in relation to the products, including the right to receive products which are; as described and match information we provided to you and any sample or model seen or examined by you; of satisfactory quality; fit for any particular purpose made known to us; supplied with reasonable care and skill.

19.4. Baifumei will not be liable to the Customer, whether in contract, tort, or restitution, or breach of statutory duty, or otherwise, for any:

19.4.1.   Loss of profit.

19.4.2.   Loss of goodwill.

19.4.3.   Loss of business.

19.4.4.   Loss of business opportunity.

19.4.5.   Loss of anticipated saving.

19.4.6.   Loss of corruption of data or information.

19.4.7.   Loss of contracts.

19.4.8.   Loss of use of money.

19.4.9.   Loss of actual savings.

19.4.10. Loss of revenue.

19.4.11. Loss of reputation.

19.4.12. Ex gratia payments.

19.4.13. Loss of operation time.

19.4.14. Loss of opportunity.

19.4.15. Special, indirect, or consequential damage or loss suffered by the Customer, arising under or in connection with this Agreement.

19.4.16. Products or Contract Products that are lost, stolen, or damaged in transit.

19.5. Although you purchase the Products on our Website, we are not the exporter/importer and will not be liable for any losses, delays, or claims relating to the export/import of the Products. We cannot be held responsible for any consequence of delivering Products with respect to regulations, documentations, and shipping processes. In essence, Baifumei is a third-party marketplace provider only.

19.6. We shall not be liable to you, or to any person, for any modification, price change, suspension, or discontinuance of the Products or Services.

19.7. You shall defend, indemnify, and keep indemnified Baifumei at all times, and not hold them liable for any losses, liabilities, damages, liens, claims, demands, obligations, penalties, and costs:

19.7.1.   Resulting from, or due to, directly or indirectly, any claim that you have failed to properly make any tax filing or report of the purchase, resale, and redistribution of the products, or failed to pay Taxes, in each case where legally required.

19.7.2.   Resulting from you ordering products which are not suitable or legal within the jurisdictions you intend for the to be shipped and / or sold.

19.7.3.   Made by any third party due to, or arising out of, the Customer’s breach of this Agreement or the documents they incorporate or reference.

19.7.4.   Your violation of any law or regulation or rights of a third party.

19.8. Nothing in this Agreement shall or shall not be deemed to relieve the Customer of any common law duty to mitigate any loss or damage incurred by it.

 

  1. FORCE MAJEURE

20.1. A Force Majeure Event is any circumstance not within a party’s reasonable control. This includes, without limitation:

20.1.1    Acts of God such as flood, drought, earthquake, tsunami, or other natural disaster, epidemic, or pandemic, war, or threat of or preparation for war (including terrorist attack, armed conflict, civil war, civil commotion, or riots), imposition of sanctions, nuclear, chemical, or biological contamination, sonic boom, fire, explosion, or accident (including collapse of building), interruption or failure of utility services.

20.2. If a party is prevented, hindered, or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event, the affected party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly. The corresponding obligations of the other party will be suspended and the time for performance of such obligations extended to the same extent as those of the affected party.

20.3. The affected party shall notify the other party in writing as soon as practicable after the start of the Force Majeure Event, details the date on which it started, its likely or potential duration, and the effect of the event on its ability to perform any obligations under this Agreement, and use reasonable endeavors to mitigate the effect of the event on the performance of its obligations.

  1. INTELLECTUAL PROPERTY RIGHTS

21.1. Baifumei shall own all Intellectual Property Rights in existence as at the commencement of this Agreement and which are created in the provision of the Services. Nothing in this Agreement is intended to transfer any title, right, or interest in such Intellectual Property Rights to the Customer.

21.2. Baifumei Group Ltd is the owner of registered trademarks. Our trademark number is: UK00003507892.

21.3. For Contract Products, ingredient formulation (base formulas and variation of base formulas) produced by Baifumei (with the inclusion of extracts) are solely owned by Baifumei and cannot be manufactured, retailed, or sold without express written permission from Baifumei Group Ltd.

21.4. In relation to any claim (including threats) or dispute brought to the Customer’s attention, the Customer shall:

21.4.1.   Upon becoming aware, notify Baifumei of such a claim (including threats) or dispute.

21.4.2.   Allow Baifumei to conduct all negotiations and proceedings to settle the IPR’s claim.

21.4.3.   Provide Baifumei with reasonable assistance regarding the IPR’s claim.

21.4.4.   Not, without prior consultation with Baifumei, make any admission in relation to the IPR’s claim or attempt to settle it, provided that Baifumei considers and defends any IPR using competent counsel, and in such a way as not to bring the reputation of the Customer into disrepute.

 

  1. CONFIDENTIALITY

22.1. Both parties undertake that each shall not, at any time during this Agreement, and for a period of 5 years after termination of this Agreement, disclose to any person any In-put Material (in the case of Baifumei), Pre-existing Material (in the case of the Customer), technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature, or any other confidential information concerning the disclosing party’s business or its products which the receiving party may obtain in connection with entering into this Agreement, except as permitted by Clause 22.2.

22.2. Both parties may disclose Confidential Information:

22.2.1.   To its employees, agents, consultants, or subcontractors (and in the case of Baifumei, Baifumei’s Team) as is needed for the purpose of discharging its obligations under this Agreement. The party in receipt of such information shall ensure that its employees, agents, consultants, or subcontractors to whom it discloses the Confidential Information, comply with this clause.

22.2.2.   As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

22.3. Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.

22.4. All materials, equipment and tools, drawings, specifications, and data supplied by one party to the other, shall at all times be (and remain) the exclusive property of the party supplying such materials, equipment and tools, drawings, specifications, and data, but shall be held by the receiving party in safe custody at its own risk, and maintained and kept in good condition by that party until returned to the supplying party, and shall not be disposed of or used, other than in accordance with any written instruction or authorisation.

 

  1. HOW WE MAY USE YOUR PERSONAL INFORMATION

23.1. We will only use your personal information as set out in our Privacy Policy: https://www.baifumei.co.uk/pages/privacy-policy.

 

  1. RIGHTS AND REMEDIES

24.1. The rights and remedies provided under this Agreement are in addition to and not exclusive of any rights or remedies provided by law.

 

  1. TRANSFER OF RIGHTS AND OBLIGATIONS UNDER THESE TERMS

25.1. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this.

25.2. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

 

  1. THIRD PARTY RIGHTS

26.1. This Agreement is between you and us. No other person has any rights under this Agreement, or any rights to enforce any of its terms. Neither party will need to get the approval of any other person who is not a party to this Agreement in order to end the Agreement or make any changes to these terms.

 

  1. AGREEMENT IN FULL

27.1. This Agreement constitutes the entire agreement between the parties, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and assurances between them, whether written or oral.

27.2. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties or constitute any party the agent of another party.

 

  1. SEVERANCE

28.1. Each paragraph of these terms operates separately. If any court or relevant authority finds any paragraph of this Agreement unlawful, the rest will remain in full force and continue in effect.

28.2. If it comes to the attention of either party that any provision or part provision of this Agreement is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable.

 

  1. DELAYS IN ENFORCING THIS CONTRACT

29.1. If we do not insist immediately that you do anything that you are required to do under these terms, or if we delay in taking steps against you in respect of you breaking this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you, but we continue to provide the Products or Services, we can still require you to make the payment at a later date.

29.2. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law, shall not constitute a waiver of that (or any other) right or remedy.

 

  1. NOTICES

30.1. Any notice or other communication given to a party in connection with this Agreement shall be in writing, and shall be:

30.1.1.   Sent by email to the email address specified in writing by Baifumei as being a suitable address for service; or

30.1.2.   Delivered either by hand, by pre-paid first-class post, or by other next working day delivery service, at the receiving party’s postal address provided in this Agreement unless otherwise stated.

30.2. Any notice or communication shall be deemed to have been received:

30.2.1.   If delivered by hand, at the time the notice is left at the proper address.

30.2.2.   If sent by pre-paid first-class post, or by other next working day delivery service, at 9am on the second Business Day after posting.

30.2.3.   If sent by email, at the time of the transmission, or if this time falls outside business hours in the place of receipt, when business hours resume.

30.3. This clause does 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.

 

  1. VARIATION

30.1  The Customer may not vary this Agreement unless the variation is agreed by Baifumei in writing, in advance.

30.2  Baifumei may vary this Agreement by giving the Customer notice in writing.

 

  1. GOVERNING LAW AND JURISDICTION

32.1. 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), shall be governed by and construed in accordance with the law of England. We both agree that the courts of England and Wales will have exclusive jurisdiction.

 

  1. ALTERNATIVE DISPUTE RESOLUTION

33.1. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court.

33.2. If you are not happy with how we have handled any complaint, you may want to contact an alternative dispute resolution provider. You will not be charged for making a complaint and, if you are not satisfied with the outcome, you can still bring legal proceedings.

33.3. In addition, please note that disputes may be submitted for online resolution for online resolution to the European Commission Online Dispute Resolution platform.


BY PLACING AN ORDER WITH US, YOU AGREE TO THESE TERMS AND CONDITIONS
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SCHEDULE 1: SERVICES AND PRICING
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