Terms and Conditions

1. Introduction

This Terms and Conditions document ("Terms") sets out the legal framework governing your use of the wholesale perfume, cosmetics, and personal care distribution services offered by LIP CALM LTD ("LIP CALM", "we", "us", or "our"). LIP CALM LTD is a wholesale distributor based in the United Kingdom specialising in premium fragrances, skincare, colour cosmetics, lip care essentials, beauty tools, and personal care lines supplied to approved retailers, salons, and e-commerce businesses.

These Terms apply to your access to and use of our website located at https://lipcalm.site and to all wholesale ordering, supply, and related services we provide through our digital platforms, account managers, or any other agreed communication channels.

By engaging with LIP CALM LTD as a wholesale client, you acknowledge that these Terms are designed to provide a clear, reliable, and professional basis for our commercial relationship, supporting transparent expectations around product supply, logistics, payment, and mutual responsibilities.

2. Acceptance of Terms

By accessing, browsing, or using our website, creating a wholesale account, submitting a trade enquiry, placing an order, or otherwise engaging our wholesale distribution services, you confirm that you:

• have read, understood, and agree to be bound by these Terms in full; and
• have the authority to enter into a binding contract on behalf of the business, organisation, or entity you represent.

If you do not agree with any part of these Terms, you must not use our website or proceed with registration or ordering as a wholesale client. Continued use of our website or services after any updates to these Terms will constitute your acceptance of the revised version.

We may update, amend, or replace these Terms from time to time to reflect changes in our services, business practices, or applicable law. The latest version will always be made available on this page and will take effect from the date of publication unless stated otherwise.

3. Definitions

For the purposes of these Terms, the following expressions shall have the meanings set out below:

"Company" or "LIP CALM LTD"

Refers to LIP CALM LTD, a wholesale perfume and cosmetics distribution company based in the United Kingdom, operating from 11 Berkeley Court, Borough Road, Newcastle, England, ST5 1TT.

"Client" or "Wholesale Client"

Means any professional buyer, retailer, salon, spa, clinic, distributor, or e-commerce business that has registered with us or otherwise engages with LIP CALM LTD to purchase Products for resale or professional use, and not as a consumer.

"Products"

Means the wholesale goods supplied by LIP CALM LTD, including but not limited to premium fragrances, skincare products, colour cosmetics, lip care items, beauty tools, and personal care lines, together with any associated packaging and marketing materials we agree to provide.

"Services"

Refers to all wholesale-related services provided by LIP CALM LTD, including account set-up, product sourcing, order processing, warehousing, logistics, delivery coordination, and ongoing wholesale client support.

"Website"

Means our website at https://lipcalm.site and any subpages such as /fragrances/, /skincare/, /cosmetics/, /lips/, /beautytools/, and /personalcare/ that present our wholesale product categories and related information.

"Order"

Means a request by a Client to purchase Products from LIP CALM LTD, submitted through our website, by email, via an account manager, or through any other channel we expressly approve.

"Business Day"

Means a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.

4. Eligibility and Registration

Our wholesale services are exclusively intended for professional and business customers. By applying for a wholesale account or placing an Order, you confirm that you meet the following eligibility criteria:

• You are acting in the course of a business, trade, or profession and not as an individual consumer.
• You are at least 18 years of age and legally capable of entering into binding contracts.
• You are authorised to act on behalf of the business, company, or organisation you represent.
• Your business operates in a territory where the import, sale, and marketing of the Products is lawful and compliant with local regulations.

To register as a wholesale Client, you may be required to complete our registration process, which can include:

• Submitting your business name, trading name, billing and delivery addresses, and contact details.
• Providing company registration details, VAT number (where applicable), and any required trade references.
• Outlining your primary sales channels (physical retail, salon, spa, online store, marketplace, or distribution network).

We reserve the right, at our sole discretion, to approve, decline, or suspend any wholesale account application without obligation to provide a detailed justification. You agree to keep all registration information accurate, current, and complete, and to notify us promptly of any material changes to your business details.

You are responsible for maintaining the confidentiality of any login credentials associated with your wholesale account and for all activities that occur under that account. You must inform us immediately if you suspect any unauthorised access or misuse of your account.

5. Ordering and Payment Terms

All Orders placed with LIP CALM LTD are subject to acceptance and confirmation by us. We may set minimum order quantities or values, which will be communicated on our Website, in product lists, or via your account manager.

5.1 Placing orders

Orders may be placed through our Website, via email, or through an authorised representative of LIP CALM LTD. When you place an Order, you are making a binding offer to purchase the specified Products in accordance with these Terms.

An Order will be deemed accepted only when we issue written confirmation (such as an order acknowledgment, pro forma invoice, or formal invoice) or when we dispatch the Products, whichever occurs first. We may refuse or cancel any Order or part of an Order at our discretion, including in cases of product unavailability or suspected misuse.

5.2 Payment methods

Accepted payment methods will be communicated to you during the ordering process and may include bank transfer, approved trade credit terms, or other payment options we expressly confirm in writing. We do not guarantee the availability of any particular payment method for all Clients or territories.

5.3 Invoicing and payment deadlines

Invoices will typically be issued upon Order confirmation or dispatch of Products. Payment is due in accordance with the payment terms stated on the relevant invoice or agreed in your wholesale account terms. Unless otherwise agreed in writing, payment is required in full prior to dispatch.

You agree to pay all amounts in the currency and to the bank details specified by LIP CALM LTD, free of any deduction, set-off, or counterclaim, and free of any bank charges imposed by your payment provider. Late payment may, at our discretion, result in:

• suspension or delay of future deliveries and Orders;
• withdrawal of any credit terms previously granted; and
• the application of statutory interest and reasonable recovery costs in accordance with applicable UK law.

6. Pricing and Availability

All prices for our Products are quoted exclusive of VAT, sales taxes, customs duties, import charges, and other applicable governmental fees, unless expressly stated otherwise. Any such additional amounts are the responsibility of the Client and may be collected by us or by relevant authorities, depending on the delivery destination and applicable regulations.

Wholesale price lists, quotes, and Website pricing are provided for guidance and may be updated from time to time to reflect market conditions, currency fluctuations, brand policies, and changes in supply costs. We reserve the right to adjust prices at any time. The price applicable to an Order will normally be the price confirmed in writing at the time of order acceptance.

Product availability is subject to stock levels, production schedules, and brand allocation policies. We strive to present accurate information, but availability displayed on our Website or in our catalogues is indicative only and does not guarantee supply. In the event that a Product becomes unavailable after you place an Order, we may:

• offer an alternative or substitute item of comparable specification and positioning;
• adjust the Order to remove the unavailable item; or
• cancel the relevant part of the Order and provide a refund for any amounts already paid for unavailable Products.

Any promotional pricing, discounts, or incentives are subject to specific eligibility conditions and timeframes, and may be varied or withdrawn at our discretion.

7. Delivery and Logistics

LIP CALM LTD coordinates delivery of wholesale orders from warehouse to shelf with care to reflect the premium nature of the Products. Specific delivery terms, including Incoterms where relevant, will be confirmed in your Order documentation or account agreement.

7.1 Order processing and dispatch

We aim to process Orders promptly within standard Business Days. Estimated processing and dispatch times will depend on order size, product mix, availability, and destination. Any stated lead times are indicative only and do not constitute guaranteed delivery dates unless expressly confirmed in writing as such.

7.2 Shipping options and risk

Shipping options, including courier services, pallet deliveries, or freight forwarding, will be agreed during the ordering process. Risk in the Products will generally pass to you on delivery to the agreed address or, where applicable, when the Products are handed over to your nominated carrier or freight agent. Title to the Products will not pass until full payment of all sums due to LIP CALM LTD has been received and cleared.

7.3 Delivery schedules and responsibilities

We will take reasonable steps to meet agreed delivery windows, but we shall not be liable for delays caused by events beyond our reasonable control, including but not limited to customs delays, carrier disruptions, extreme weather, or regulatory inspections.

You are responsible for ensuring that:

• accurate delivery details are provided and kept up to date;
• there is suitable access for delivery vehicles and safe unloading facilities at the delivery location; and
• all delivery notes are checked upon receipt and any visible damage or shortages are recorded with the carrier at the time of delivery where possible.

8. Returns and Refunds

Due to the nature of beauty, fragrance, and personal care products, returns are generally accepted only in the event of confirmed defects, discrepancies, or damage in transit, and not for change of mind or slow sell-through.

8.1 Reporting discrepancies or damage

You must inspect the Products promptly upon delivery. Any issues relating to quantity discrepancies, visible damage, or apparent defects should be reported to LIP CALM LTD in writing within a reasonable period, typically no later than five (5) Business Days from receipt of the Products, together with supporting evidence such as photographs and delivery notes.

8.2 Conditions for returns and refunds

Returns will only be considered where:

• a prior written authorisation has been issued by LIP CALM LTD;
• Products are returned in the condition agreed with us, taking into account the nature of the reported issue; and
• the Products in question have not been altered, repackaged, or relabelled by you or on your behalf, except where we have agreed in writing.

Where we confirm that Products are defective, damaged, or supplied in error, we may, at our discretion:

• arrange for replacement Products to be supplied;
• issue a credit note to be applied against future Orders; or
• provide a refund of the price paid for the affected Products.

Our liability in respect of returns or refunds is subject to the limitations set out in the Limitation of Liability section of these Terms.

9. Intellectual Property

All intellectual property rights in and to our Website, branding, curated imagery, product descriptions, copywriting, design layouts, and any other content or materials we create or supply (collectively, "LIP CALM Materials") are owned by or licensed to LIP CALM LTD. This includes, without limitation, copyrights, trademarks, trade dress, design rights, and database rights.

You are granted a limited, non-exclusive, non-transferable licence to use LIP CALM Materials strictly for the purpose of marketing and reselling the Products purchased from us, and only for as long as you remain an active wholesale Client in good standing. This licence does not permit you to:

• modify or alter our imagery, logos, or brand assets in a way that could misrepresent product origin, quality, or any brand owner relationship;
• use LIP CALM Materials in any manner that could damage or dilute our reputation or the reputation of any brand we represent; or
• sub-license, sell, or otherwise transfer any rights in LIP CALM Materials to third parties without our prior written consent.

Nothing in these Terms grants you ownership of any intellectual property rights in LIP CALM Materials or in the trademarks and branding of any third-party brand whose Products we distribute. You agree to comply with any brand-specific guidelines or visual standards communicated to you in relation to the marketing and display of Products.

10. Limitation of Liability

Nothing in these Terms shall limit or exclude any liability that cannot be limited or excluded under applicable law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

Subject to the foregoing, and to the fullest extent permitted by law:

• LIP CALM LTD shall not be liable to you for any indirect, consequential, or special losses, including but not limited to loss of profit, loss of revenue, loss of opportunity, loss of contracts, loss of goodwill, or loss of anticipated savings, whether arising in contract, tort (including negligence), or otherwise.
• Our total aggregate liability to you arising out of or in connection with any Order, these Terms, or the provision of Products and Services (whether in contract, tort, or otherwise) shall not exceed the total amount paid or payable by you to LIP CALM LTD for the specific Order giving rise to the claim.

You acknowledge that the Products are intended for professional use and resale and that you are responsible for ensuring that your onward marketing, storage, handling, and sale of the Products comply with local laws, regulations, and industry standards in the territories where you operate. We shall not be liable for any losses arising from your failure to comply with such obligations.

11. Governing Law and Dispute Resolution

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, their subject matter, or their formation, shall be governed by and construed in accordance with the laws of England and Wales.

You and LIP CALM LTD agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, any Order, or the use of our Website and Services.

Before commencing formal legal proceedings, both parties will use reasonable efforts to resolve any dispute amicably through good faith negotiations. This may include escalating discussions to senior representatives of each party and exploring commercially sensible solutions in a timely manner.

If you have any questions about these Terms or wish to discuss any aspect of our wholesale relationship, please contact us via our Contact Us page or by emailing [email protected].