[phrase key="eth.term_and_cond_title"]

  1. INTERPRETATION
    1. These Conditions will apply to all contracts between the Company and the Customer for the supply by the Company of the Products.
      1. ‘Conditions’ means these Terms and Conditions of Sale;
        ‘Customer’ means any person, firm or company with whom the Company contracts for the supply of the Products;
        ‘Insolvency Event’ means if (i) the Customer ceases or threatens to cease to carry on its business or a significant part of it (unless as part of a solvent reconstruction) or suspends or threatens to suspend payment of its debts or is unable or is deemed to be unable to pay its debts within the meaning of Section 123 (1) of the Insolvency Act 1986 (without the same having to be proved to the satisfaction of the court); (ii) a proposal is made, or a nominee or supervisor is appointed, of the Customer for a composition in satisfaction of its debts or for a deed of arrangement or scheme of arrangement of its affairs or other arrangement or any proceedings for the benefit of its creditors are commenced under any law, regulation or procedure relating to the reconstruction or re-adjustment of debt; (iii) a notice of intention to appoint an administrator or notice of appointment of any administrator is filed in court or any application to court is made for the appointment of an administrator is made for an administration order under the Insolvency Act 1986 with respect to the Customer; (iv) any steps are taken by the Customer or any other person to wind up or dissolve the Customer or to appoint a liquidator, trustee, receiver, administrator, administrative receiver or similar officer o the Customer or any part of the Customer’s undertaking; (v) any legal process is levied, enforced or sued against the Customer or its assets or any person validity takes possession of any of the property or assetsof the Customer or steps are taken by any person to enforce any security right against any of the property or assets of such the Customer;
        ‘Products’ means the products which the Company is to supply in accordance with these Conditions;
        ‘Working Day’ means Monday to Friday inclusive but excluding statutory and public holidays in England.
    2. These Conditions shall apply in place of and prevail over any terms or conditions contained or referred to in the Customer’s order or in correspondence or elsewhere or implied by trade customer practice or course of dealing unless specifically agreed to in writing by a director or other authorised representative of the Company.
    3. All statements, descriptions, information, warranties, conditions or representations whether made verbally by the Company, its agents or employees before contract or contained in any catalogue, price list, advertisement, Company website or other written communication are for the purposes of information and guidance only and shall not be construed so as to enlarge, vary or override in any way these Conditions.
    4. Nothing in these Conditions shall restrict the statutory rights of a Customer who deals as a consumer.
  2. ORDERS
    1. The contract will only come into existence once the Company has received and formally accepted the Customer’s order either by issue of an order acknowledgement in response or by delivery of the order. Until such order acknowledgement is issued or the order is delivered, whichever is applicable, the Company will not be under any obligation to the Customer.
    2. No order which has been accepted by the Company may be cancelled by the Customer except with the prior written consent of the Company which will be subject to terms of cancellation solely determined by the Company.
  3. PRICE
    1. The price of the Products shall be as stated in the Company's quotation or, where no price has been quoted, the price listed in the Company's price list from time to time applicable (the “Price List”). Any quotation shall remain valid for 5 days only.
    2. All prices quoted in the Price List or elsewhere are exclusive of VAT which the Customer shall pay in addition to the price.
    3. The Company will charge the Customer a fee for carriage and/or packing on the orders listed below unless otherwise agreed by the parties on a case by case basis:-
      1. where the value of an order is less than £250;
      2. where a Customer requires orders to be delivered by the Company on a twice weekly or more frequent basis;
      3. where a customer requires delivery within 24 hours or less
    4. Subject to the requirements of the Pharmaceuticals Price Regulation Scheme, the Company shall have the right at any time to revise prices in its discretion. Prices may be revised in particular (and without limitation) to take into account increases in costs for reasons including but not limited to the following:
  4. PAYMENT
    1. Unless otherwise agreed, payment for all Goods shall be by BACS or Cheque within 30 days of the invoice date (excluding Bank Holidays).
    2. All registered users will be offered account facilities following confirmation that they have successfully registered and that their account is open. Credit limits will be assigned on a per account basis, and will be set at the recommended limit advised to us by your chosen credit score provider.
    3. Payment of invoices shall be made in full to the address or bank account stated on our invoices or as we may otherwise require, without deduction, set-off or counterclaim within thirty days (excluding Bank Holidays) of the invoice date.
  5. DELIVERY
    1. Your order will be fulfilled as soon as possible, as set out in the Order Confirmation or, within 1 working day of the date of the Order Confirmation, unless there are exceptional circumstances. We ask that to achieve this all orders are placed before one o'clock (p.m.) on the day of ordering. Occasionally our delivery to you may be affected by an Event Outside Our Control. (Events outside our control) for our responsibilities when this happens.
    2. Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order and the Goods will be at your risk from that time.
    3. The carrier’s receipt shall be conclusive evidence of delivery
    4. You own the Goods once we have received payment in full, including of all applicable delivery charges.
    5. If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
  6. LICENCES
    1. The Customer shall obtain all and any licences which it is required to obtain from time to time by the Medicines and Healthcare products Regulatory Agency for the purposes of purchasing, selling or otherwise dealing with the Products and shall ensure that such licences are valid at all times.
    2. The Customer shall make such licences promptly available for inspection by the Company on request by the Company.
    3. The Customer shall immediately notify the Company if the Customer will cease or ceases to hold any or all licences which the Customer is required to obtain in accordance with Clause 6.1. In such event the Company may cease supply of the Products to the Customer regardless of whether the Company has accepted the Customer's order in accordance with Clause 2.1. The Customer shall indemnify the Company against all losses, damages, proceedings, claims and expenses which may be suffered or incurred by the Company arising out of any failure by the Customer to obtain and/or hold licences in accordance with Clause 6.1.
  7. WARRANTIES
    1. The Customer shall provide the Company with written notice of any non-delivery of the Products within 7 working days of the date of invoice.
    2. The Customer shall examine the Products as soon as reasonably practicable after delivery. The Customer shall otherwise provide the Company with notice containing full details of any incomplete delivery, nonconformity with description or possible defects in relation to the Products which ought to be apparent to the Customer on delivery within 3 working days of delivery after which date the Customer shall (subject to Condition 8.1) be treated as having waived all claims connected with the matter which should have been notified.
    3. Without prejudice to any other limitation of the Company’s liability (whether effective or not) the Company shall not be liable (in contract, tort or otherwise and irrespective of any negligence or other act, default or omission of the Company, its employees or agents) to the Customer:-
      1. for shortages in quantity delivered unless the Customer notifies the Company in accordance with Condition 7.2;
      2. for defects in the Products caused by any act, neglect or default of the Customer or of any third party;
      3. for other defects in the Products unless notified to the Company in accordance with Condition7.2; and/or
      4. for any loss or damage whatsoever arising as a result of any failure by the Customer to handle the Products in accordance with any safety or other instructions issued by the Company from time to time or supplied with the Products or in accordance with any requirements of the Medicines Control Agency or in accordance with any other legislative or regulatory requirements in respect of any use to which the Products are put.
    4. The Customer shall allow the Company and its representative’s reasonable opportunity and facilities to investigate any claims made under Condition 7.2 and the Customer shall, on request by the Company, return the Products to the Company.
    5. Subject to notification within the period required by Condition 7.2, if in the Company’s sole opinion the Products are materially defective, the Company shall replace the Products free of charge or credit the invoice value of the Products to the Customer’s account with the Company.
    6. Such repair or credit shall, subject to Condition 8.1, be the Company's sole liability in relation to any defects in the Products.
  8. LIABILITY
    1. EXCEPT WHERE EXPRESSLY ACCEPTED IN THESE CONDITIONS ALL CONDITIONS WARRANTIES AND REPRESENTATIONS EXPRESSED OR IMPLIED BY STATUTE COMMON LAW OR OTHERWISE IN RELATION TO THE PRODUCTS ARE HEREBY EXCLUDED (IRRESPECTIVE OF THE NEGLIGENCE OF THE COMPANY, ITS EMPLOYEES OR AGENTS) (INCLUDING WITHOUT LIMITATION ANY RELATING TO CONDITION, PERFORMANCE, SATISFACTORY QUALITY, FITNESS FOR PURPOSE, CONFORMITY WITH DESCRIPTION OR SAMPLE, CARE AND SKILL OR COMPLIANCE WITH REPRESENTATIONS, BUT EXCLUDING IMPLIED STATUTORY WARRANTIES RELATING TO TITLE) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW SAVE THAT THE COMPANY SHALL ACCEPT LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF THE COMPANY.
    2. THE LIABILITY OF THE COMPANY UNDER THE CONTRACT (WHETHER BY REASON OF BREACH OF CONTRACT, TORT OR OTHERWISE (INCLUDING UNDER INDEMNIFICATION PROVISIONS (IF ANY)) SHALL BE LIMITED TO THE LESSER OF THREE TIMES THE CONTRACT PRICE AND THE SUM OF £750,000 SAVE THAT WHERE SUCH LIMITATION WOULD NOT BE VALID ON GROUNDS OF UNREASONABLENESS BY OPERATION OF LAW OR OTHERWISE THEN THE ENTIRE LIABILITY OF THE COMPANY UNDER OR IN CONNECTION WITH THE CONTRACT SHALL NOT EXCEED THE SUM OF £750,000 AND, IN ANY EVENT, THE COMPANY SHALL NOT BE LIABLE WHETHER BY REASON OF BREACH OF CONTRACT, TORT OR OTHERWISE FOR LOSS OF BUSINESS OR REVENUE, LOSS OF PROFITS, LOSS OF GOODWILL OR INDIRECT LOSS OF ANY KIND REGARDLESS OF (A) THE NEGLIGENCE (EITHER SOLE OR CONCURRENT) OF THE COMPANY; OR (B) WHETHER THE COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH LOSS.
  9. PASSING OF RISK AND PROPERTY
    1. Notwithstanding the passing of risk in the Products to the Customer full ownership (both legal and equitable) in and title to the Products shall remain with the Company until such time as the Company has received payment (by cleared funds) of:-
      1. the purchase price of the Products; and
      2. of all other monies owing on any account(s) at anytime(s) by the Customer to the Company notwithstanding that at any time or times the amount owed by the Customer to the Company may be zero.
    2. The Customer shall hold the Products as the fiduciary bailee of the Company until title to the Products has passed to the Customer.
    3. The Customer shall store the Products at the cost of the Customer separate from any other products of the Customer and third parties and shall clearly identify the Products as the property of the Company. The Customer shall not remove or obscure any identifying marks placed on the Products by the Company.
    4. Notwithstanding the retention by the Company of legal title to the Products, the risk in the Products shall pass to the Customer on delivery and the Customer shall keep all Products in good condition and insure the same against loss or destruction with a reputable insurer.
    5. The Customer may exercise its right to sell the Products on its own behalf as principal and in the usual course of the Customer’s business at full market value but such right:
      1. may be revoked at any time by the Company giving notice to that effect if the Customer is in default in the payment of any sum whatsoever due to the Company (whether in respect of the Products or of any other products supplied at any time by the Company to the Customer) or if the Company has reasonable doubts as to the solvency of the Customer; and
      2. shall automatically cease if the Customer suffers an Insolvency Event. Upon determination of the Customers rights of sale under paragraph 9.5.1. & 9.5.2.above, the Customer shall place the Products at the disposal of the Company (who, and whose employees and agents shall irrevocably be entitled to enter any premises of the Customer at any time and to remove the Goods from the said premises.
    6. Where the Company is unable to determine whether any Products are the goods in respect of which the Customer’s right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by the Company to the Customer in the order in which they were invoiced to the Customer.
  10. FORCE MAJEURE
    1. The Company shall not be liable to the Customer for any failure to comply with the contract related to any circumstances whatsoever (whether or not involving the Company’s negligence) which are beyond the Company’s reasonable control and which prevent or restrict the Company from complying with the contract.
    2. The Company may where reasonable in all the circumstances (whether or not involving the Company's negligence) without liability suspend or terminate (in whole or in part) its obligations under the contract, if the Company's ability to manufacture, supply, deliver or acquire materials for the production of the Products by the Company's normal means is materially impaired due to circumstances beyond its control or the Company would incur disproportionate expenditure in manufacturing, supplying, delivering or acquiring materials for the production of the Products in such circumstances.
  11. RETURNS
    1. Subject to Condition 11.2 below, the Products may not be returned to the Company without the prior written consent of the Company which shall be subject to terms of return determined by the Company.
    2. The Products may only be returned to the Company if the following applies:
      1. the Products are in good and saleable condition;
      2. the Products are 15 months or more in advance of their expiry date;
      3. the Company is satisfied with written evidence provided by the Customer that Products which are required to be stored at controlled temperatures have been stored at the correct temperature(s);
      4. the Products’ packaging and seals have not been tampered with; and
      5. the Company requests the return of the Products.
  12. TERMINATION AND SUSPENSION
    1. The Company may by notice (without prejudice to its other rights or remedies) terminate or suspend the Company's performance of the whole or any outstanding part of the contract in the circumstances described in Condition 12.2.
    2. The relevant circumstances are if:
      1. the Customer fails to take delivery of or to pay for the Products on the date required under these Conditions or breaches any other term of the contract or otherwise breaches any other contract for the sale or purchase of products between the Customer and the Company; or
      2. an Insolvency Events arises in relation to the Customer; or
      3. the Company has reasonable grounds for suspecting that an event in Condition 12.2.2 has occurred or will occur or that the Customer will not pay for the Products on the due date.
    3. Condition 12.2 is without prejudice to the Company’s right to the price.
  13. UNITED KINGDOM REGULATIONS
    1. The Products are intended only for resale within the United Kingdom and the Customer alone shall be responsible for compliance with any laws, regulations or requirements in force in relation to the Products outside the United Kingdom.
    2. The Customer will indemnify the Company against all losses, damages, proceedings, claims and expenses which may be suffered or incurred by the Company arising out of any failure by the Customer to comply with any laws, regulations or requirements in force in relation to the Products outside the United Kingdom.
  14. PATENTS AND TRADE MARKS
    1. In these Conditions “Intellectual Property Rights” means all or any intellectual and industrial property rights, including without limitation patents, copyright, database rights, design rights (whether registered or unregistered), trade marks, branding, know how and confidential information wheresoever in the world. All Intellectual Property Rights in the Products are and shall remain the absolute and exclusive property of the Company and/or its licensors.
    2. Nothing in these Conditions shall be construed as granting or implying the grant of any licence under any Intellectual Property Rights held by the Company anywhere in the world to any person and the Company shall be entitled to exercise such Intellectual Property Rights to the fullest extent legally permissible at the time of such exercise.
    3. The Customer shall not use any trademarks or trade names or branding applied to or used by the Company in relation to the Products in any manner not approved in writing by the Company and/or its licensors.
  15. MISCELLANEOUS.
    1. The contract may not be assigned by the Customer without the Company's prior written consent. The Company may subcontract its obligations under the contract in whole or in part.
    2. Notices must be in writing to the Company's or the Customer's UK address and are deemed delivered on the first working day after sending by hand or (subject to confirmation of transmission) by facsimile, or, within the UK, on the third working day after being placed prepaid in the first class post to the Customer's or the Company's U.K. address.
    3. The Customer shall maintain confidential any information which it receives from the Company in relation to the customers, business, assets or affairs of the Company or which relates to these Conditions (“Confidential Information”). The obligations of the Customer in this clause shall continue notwithstanding termination of these Conditions for any reason. The Customer shall not disclose to any third party under any such Confidential Information under any circumstances, including under any requests for information received by the Company pursuant to the Freedom of Information Act 2000.
    4. The headings in this contract are for convenience only and shall not affect the interpretation of the contract.
    5. No failure by the Company to enforce any provision of this contract shall be construed as a release of its rights relating thereto or to sanction any further breach.
    6. If any provision of the contract is found to be invalid or unenforceable it shall have effect to the maximum extent permitted by law, or, if not so permitted, shall be deemed deleted.
    7. The provisions of Conditions 8 and 9 shall survive any termination of the contract.
    8. No remedy conferred by any of the provisions of the contract is intended to be exclusive of any other remedy, except as expressly provided in the contract and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise.
    9. These Conditions constitutes the entire agreement and understanding of the parties and supersedes any previous understanding between the parties relating to the subject matter of these Conditions.
  16. THIRD PARTY RIGHTS
    1. Notwithstanding anything in this contract to the contrary, nothing in this contract is intended to confer on any third party (whether referred to in the contract by name, class, description or otherwise) any benefit or any right (under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any provision of this contract or any agreement entered into in connection with the contract and the parties to the contract reserve the right to amend or rescind the contract without obtaining the consent of any third party referred to herein.
  17. LAW
    1. These Conditions shall be governed by English law and are subject to the exclusive jurisdiction of the English courts. The Company may nevertheless bring claims in any other courts of competent jurisdiction.
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