Masters Pharmaceuticals Limited’s (“Masters”) Terms and Conditions for International Sales (“Conditions”)

Definitions:

In these Conditions the following terms shall have the meanings below:

“Buyer” means any person, firm, company or body to whom Masters supplies any Goods;

“Contract” means any contract between Masters and the Buyer for the sale of Goods by Masters to the Buyer;

“DPA” means the Data Protection Act 2018 (“DPA 2018”) as amended on 1^st January 2021 by the European Union (Withdrawal)” Act 2018;

“Goods” means any goods which Masters agrees to sell to the Buyer (including any part or parts of them);

“Intellectual Property Rights” means all copyright, database rights, topography rights, design rights, trademarks, patents, domain names and any other intellectual property rights of a similar nature (whether or not registered) subsisting anywhere in the world in or associated with Goods which are Masters’ own branded goods;

“International” means the sale of Goods outside of the United Kingdom;

“Order” means a confirmed Sales Order from a Buyer for Goods supplied by Masters. In the case of Buyers working on behalf of Institutions in the Middle East this process will be managed via the Buyer’s Oracle System, all other customers will receive a copy of the Sales Order as confirmation of acceptance of their Order;

 

“Invoice” means a Masters Sales Invoice for Goods exported outside of the UK, including Channel Islands and Isle of Man;

“Personal Data” has the meaning ascribed to it in the DPA 2018;

“Masters” means Masters Pharmaceuticals Limited (Company number 01856573) with registered offices at Unit 380, Centennial Avenue, Centennial Park, Elstree, WD6 3TJ, United Kingdom.

Preamble

These Conditions shall apply to all sales by Masters and shall prevail and supersede over the Buyer’s terms and conditions, whether printed on any invoice, order, quotation, specification or any other document provided by the Buyer.

These are the only Conditions upon which Masters is willing to supply Goods to the Buyer.

1. THE CONDITIONS

1.1 These Conditions apply to all Orders for Goods placed Masters’ customers to the exclusion of all other terms and conditions. These Conditions shall supersede any specific product terms that might apply to your order and in the event of any inconsistency with any other terms that might apply, these Conditions shall prevail.

1.2. These Conditions replace any other earlier conditions and may be changed by us in writing at any time, including by posting amended terms and conditions on Masters’ website.

2. ORDERS

2.1.  Order should not be considered accepted unless it is confirmed  in writing by Masters.

2.2. Each confirmed Order for Goods shall be regarded as a separate supply contract (“Contract”).

2.3. Masters will accept Orders subject to product availability. Masters can refuse to accept any Order and is not obliged to justify its reason for doing so.

2.4. The Buyer is responsible for accurately identifying the Goods, the Quantity, Strength, formulation etc., they require.

2.5. All Orders and any accompanying documents will be transacted in English language.

3. DELIVERY

3.1 If the Buyer fails or refuses to take delivery of Goods at the time and place stated for delivery, or the Buyer fails to give Masters adequate delivery instructions then, without prejudice to any other rights Masters has, Masters may:

3.1 1 Store the Goods until delivery is achieved and charge the Buyer for the reasonable costs (including insurance) of storage and other associated costs; and/or

3.1.2. Sell the Goods at the best price obtainable and, after deducting all reasonable storage, selling and other expenses of Masters, invoice the Buyer for the excess over the price under the Contract and after deducting Masters’ costs and expenses, charge the Buyer for any shortfall below the price under the Contract.

3.2 All delivery dates quoted by Masters are given in good faith but are estimates only. Masters reserves the right to change delivery dates and shall notify the Buyer as soon as reasonably practicable. Time for delivery shall not be of the essence of these Conditions and Masters shall have no liability for late delivery. Masters shall also be entitled to defer delivery until all monies due from the Buyer  have been received.

3.3 Masters may at its discretion deliver the Goods by instalments and invoice the Buyer for each instalment individually. Failure by Masters to deliver any one or more of the instalments or any claim by the Buyer in respect of one or more of the instalments shall not entitle the Buyer to refuse to accept delivery of any remaining instalment(s).

3.4 Unless specified otherwise by Masters, delivery shall be deemed to take place immediately prior to the off-loading of the Goods at the Buyer’s premises or at such other premises as the Buyer and Masters may agree..

4. PRICE AND PAYMENT

4.1 Quotations for Goods shall be valid for a maximum of thirty (30) calendar days from the date of the quotation.

4.2 The price of the Goods shall be the price set out in Masters’ acknowledgement of Order. Payment shall be made by the Buyer in the currency specified in the Order Confirmation and as per the Payment Terms issued by Masters.

4.3 Unless agreed otherwise in writing, Masters shall be entitled to increase its prices at any time prior to despatch to take account any increase in the cost to Masters of purchasing or supplying the Goods, including but not limited to any increase arising from any changes to the Buyer’s order, change in carriage charges, insurance premiums, exchange rates, taxes or customs duties. Such increased prices in force at the date of despatch of the Goods shall substitute the previously quoted  price for the Goods.

4.4 All prices quoted are exclusive of value added tax (VAT) for which the Buyer   shall be liable.

4.5 Masters shall be entitled to deliver any Order in instalments and payment for each instalment shall be a condition of delivery of subsequent instalments.

4.6 The Buyer shall pay for all Goods in full no later than the date specified by Masters in its Order Confirmation. Title to the Goods shall not pass to the Buyer until payment in full is received by Masters. The due date for payment  of the Invoice for the Goods shall be of the essence of the Conditions of sale.

4.7 Without prejudice to Masters’ other rights and remedies, if the Buyer is overdue with any payment owed to Masters, Masters reserves the right to charge the Buyer interest on any overdue amount at the rate of 4% per annum over the base rate from time to time at HSBC Bank plc such interest to accrue on a daily basis until the date payment is received by Masters in full.

4.8 Payment shall be made by the Buyer without deduction or off-set of any kind.

4.9 Without prejudice to the other rights of Masters the Buyer shall pay all costs and expenses including, but not limited to legal expenses and other debt collection expenses, incurred by Masters in recovering and attempting to recover any amounts due to Masters from the Buyer.

5. RISK

5.1 Risk for the Goods will pass to the Buyer on the earlier of:

5.1.1 Delivery.

5.1.2 When the Goods are ready for delivery but delivery is postponed at the Buyer’s request.

5.1.3 The date on which the Buyer fails to take receipt of the Goods in accordance with the Order Confirmation.

5.1.3 Until the Invoice for the Goods and all other sums which are or may become due from the Buyer to Masters, have been paid in full as cleared funds.

5.2 The Goods remain the property of Masters (notwithstanding the delivery of the same and the passing of risk) and the Buyer shall hold the Goods as the fiduciary agent and bailee of Masters until Masters receives payment in full.

5.3 The Buyer shall insure the Goods and, in the event of any loss or damage, shall immediately on receipt of the insurance monies remit to Masters the full price for the Goods lost or damaged less any amount that has already been paid and until payment in full has been paid hold the outstanding amount as     trustee for Masters.

5.4 The Buyer shall store the Goods (i) in accordance with its label instructions and Masters may request proof of storage terms; and (ii) such a way that they can be identified as being Masters’ property.

5.5 The Buyer may sell the Goods in the name of the Buyer

5.6 Nothing in these Conditions shall:

5.6.1 Constitute or be deemed to have constituted the Buyer as Masters’ agent, or

5.6.2 Prevent Masters from taking action to recover the Goods or demand payment for them if payment in full has not been received by the due date on the invoice.

6. DAMAGE OR LOSS IN TRANSIT

6.1 Masters will have no liability for damage in transit, shortage of delivery, non-delivery or loss of Goods unless the Buyer has given to Masters written notice of the same with reasonable evidence within seventy (72) hours of receipt of the Invoice or other notification of dispatch. Masters’ liability, if any, shall be limited to resupplying the Goods and the Buyer shall, if requested return the damaged Goods at its own expense to Masters within fourteen (14) days of such request.

6.2 Without prejudice to any other provision of these Conditions if Masters has submitted an Invoice for Goods and the Buyer claims that the Goods have not been delivered it may request proof, such proof to be provided at the Buyer’s own expense.

7. LIMITATION OF LIABILITY

7.1 Masters’ liability for defective Goods is limited to resupplying or providing a credit note to the Buyer to the value of the price for Goods which are found to be defective within three (3) months of delivery due to latent defects not visible during the initial inspection.

7.2 Masters shall have no liability in respect of any direct or indirect or consequential loss, costs, damage or expense sustained by the Buyer arising from or in connection with any defective Goods except as expressly set out in this clause 7.

7.3 In the event of any negligence by Masters employees or agents in or in connection with the supply of the Goods or the design or manufacture thereof, Masters shall have no liability   to the Buyer save as expressly set out in this clause 7.

7.4 Masters shall have no liability to the Buyer under these Conditions:

7.4.1. When the Buyer has not within seven (7) calendar days of discovering a defect given notice to Masters of the defect and provided authority for Masters’ employees or agents to inspect the Goods or, if requested, returned the Goods to Masters or its Agent at the Buyer’s expense for the purposes of inspection.

7.5 Masters shall in no circumstances be liable for any loss of profits, loss of contracts, loss of business, loss of reputation, any indirect or consequential losses, costs or expenses of the Buyer.

7.6 Masters shall not be liable for any delay or failure to perform its obligations in the case of events which are outside the reasonable control of Masters (“Force Majeure Events”). If delivery is delayed for more than three (3) months from the date of the Confirmed Order as a result of a “Force Majeure Event” Masters or the Buyer may cancel the Order and Masters will refund the Buyer any payment made and Masters shall have no liability in respect of such cancellation.

7.7 If it is determined that Masters has any liability to the Buyer such liability shall not in aggregate exceed Masters purchase price for  the Goods.

8. CANCELLATION OR TERMINATION

8.1 No cancellation, suspension or variation of a Confirmed Order by the Buyer shall be valid unless agreed by Masters in writing and such agreement will only be given on terms which fully compensate Masters in respect of any losses it has incurred as a consequence of such cancellation.

8.2 If there is a Default as defined in clause 8.3 Masters may defer or cancel any further deliveries, stop any Goods already in transit and/or treat the Order, and any other Orders Masters has with the Buyer, as cancelled, and claim from the Buyer  the full purchase price for Goods and any Goods awaiting despatch, and damages for any loss, cost, expense, liability or claim suffered by Masters in consequence.

8.3 A Default shall be defined as any of the following:

8.3.1 Failure by the Buyer to make any payment when it becomes due.

8.3.2 Breach of these and Conditions by the Buyer.

8.3.3 If Masters doubts the solvency of the Buyer.

9. DATA PROTECTION

9.1 Where the Buyer provides Masters with Personal Data, the Buyer understands that the Personal Data will be processed for the purposes of carrying out the processing, delivery and supply of orders for Goods and/or Services and/or for carrying out credit checks prior on the Buyer. The Buyer agrees and accepts that where Masters processes Personal Data for such purposes, Masters may consult with and disclose such Personal Data to credit reference agencies, banks, credit insurers and other responsible organisations outside Masters’ business and that such third parties may process the Personal Data and may retain it with any credit check carried out against the Buyer in order to carry out future credit checks whether requested by Masters or by an unconnected third party. The Buyer warrants that it has obtained all necessary consents for the processing of such Personal Data in accordance with this clause.

10.INTELLECTUAL PROPERTY RIGHTS

10.1 Nothing in these Conditions shall be construed as conferring any licence or granting any rights in favour of the Buyer in relation to the Intellectual Property Rights.

10.2 The Buyer shall not remove or tamper with any copyright notices, confidential or proprietary legends or identifying features on the Goods.

10.3 The Buyer shall not use or seek to register any trade mark or trade name , including any company name, which is identical to, confusingly similar to or incorporates any trade mark or trade name which the Marketing Authorisation Holder (“MAH”) for the product owns, or is owned by Masters or any associated company of Masters, or claim rights to it anywhere in the world.

11. PRODUCT RECALL

11.1 Where the manufacturer instigates a product recall, the product licence holder, or a regulatory authority, the Buyer shall comply with all reasonable instructions issued by Masters at the time of the recall.

12. AUTHORISATIONS

12.1 The Buyer warrants that it is properly registered or authorised and holds all relevant and necessary licences under the laws of its place of business to receive the Goods and Masters shall have no liability for any failure by the Buyer to be so registered or authorised.

12.2 The Buyer hereby warrants:

12.2.1 That it will comply with all relevant legislation regarding its reception and storage of the Goods, and will expedite local Customs clearance.

12.2.2 Notify Masters reasonably in advance and in writing of any specific legislation or    local legislation related to the receipt of Goods.

14. FORCE MAJEURE
If the Company is delayed or hindered in or prevented from performing any of its obligations under any Order by reason of any event or circumstance beyond its reasonable control, it shall be under no liability to the Buyer in respect of such non-performance and the time for performing the same shall be extended until the event or circumstance has ceased.

13. GENERAL

13.1 Any notice required or permitted to be given by the Buyer shall be in writing addressed to Masters at its registered office.

13.2 Failure by Masters to enforce strict compliance with these Conditions by the Buyer shall not constitute a waiver of any provisions of these Conditions. No waiver by Masters of any breach of the Conditions by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provisions.

13.3 If any provision of the Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Conditions and the remainder of the provision shall not be affected.

13.4 Masters shall be entitled to sub-contract, assign or transfer all or any of its rights and/or obligations under these Conditions to any person, firm or company. The Buyer shall not be entitled to assign all or any of its right and/or obligations under these Conditions without the prior written consent of Masters.

13.5 These Conditions shall be governed by and interpreted in accordance with English Law and in the event of a dispute shall be settled in the English Courts.

13.6 Masters will not be liable for any advice or recommendation our employees or agents give you about storing or using the goods unless confirmed in writing.

14. ANTI BRIBERY AND SANCTIONS

14.1 The Buyer agrees to comply with all applicable international, regional and local laws or regulations, codes and guidance notes, including without limitation those relating to anti-trust and competition law, the processing of personal data and anti-corruption laws such as the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act of 2010 , as well as any national or regional laws implementing the U.N. Convention Against Corruption and the OECD Anti-Bribery Convention (together “Applicable laws”).

 

UPDATED: OCTOBER 2023

PUBLISHED: OCTOBER 2023

This version supersedes any previous versions of ‘Terms and Conditions’. For any queries please contact: info@mastersglobal.com