DEFINITIONS In these terms and conditions: (a) the ‘Company’ means “Masters Specialty Pharma”, a company registered in England (company number: 01856573), having its principal place of business at Unit 380, Centennial Avenue, Centennial PARK, Elstree, WD6 3TJ, United Kingdom; (b) the ‘Buyer’ means the company or other legal entity which places an order for Products with the Company; and (c) the ‘Products’ means the products to be sold by the Company to the Buyer.
STATUS OF THESE TERMS AND CONDITIONS These terms and conditions apply to the sale of any Products by the Company to the Buyer to the exclusion of any different te rms and conditions issued by the Buyer and any representation by either party (except fraudulent misrepresentation), except insofar as the Company and the Buyer may have otherwise agreed in writing.
ORDERS
The Company reserves the right to refuse, in whole or in part, any order (‘Order’) for Products, but, once the associated Ord er has been accepted, ordered Products will usually be dispatched (to the address specified in the Order or as otherwise agreed between the parties) within 28 days from receipt of order. The Company has no minimum requirement for the number of Products in any Order. Written confirmation sent by the Buyer of a telephone Order must state the Order number given by the Company – in the absence of such number the Company is entitled to treat the confirmation as a separate Order.
The Company shall be entitled to require the Buyer to produce sufficient verification that the delivery of Products under Ord ers will not obstruct or interfere with the Company’s obligations to ensure an appropriate and continuous supply of Products in the United Kingdom and/or the Republic of Ireland. Sufficient verification may include, but will not be limited to, a report, in terms satisfactory to the Company, of an independent and confidential auditor appointed by the Company for these purposes.
CANCELLATION BY BUYER Orders may only be cancelled by the Buyer with the consent of the Company. The Company may charge a cancellation fee for such consent.
PRICE AND PAYMENT
The price for any Order (‘Price’) will be as specified in the quotation (which is valid for 30 days) or as otherwise specified by the Company. All Prices are given exclusive of VAT unless otherwise stated. VAT will be charged in addition, if applicable.
Payment of the Price or any other charges in respect of the Products (‘Payment’) may be made by BACS to account number 42116200, HSBC Bank PlC, High Street, Watford; sort code 40-45-27.
Payment must be made within 30 calendar days from the date of invoice. The tax point will be the date of the invoice. If Payment in full is not received when due, then:
(a) The Company shall be entitled to charge daily interest on late Payment at the rate of 3% above the base lending rate from time to time of Bank of England; and
(b) The Company shall be entitled to pursue legal action for recovery of debt and costs incurred irrespective of whether property in the Products has passed to the Buyer. The Buyer shall have no entitlement to defer or reduce payment in the case of dispute or counterclaim against the Company.
LIABILITY Notwithstanding any other provision of these terms and conditions, nothing in these terms and conditions shall exclude or limit either party’s liability to the extent the same may not be excluded or limited as a matter of law, including (to such extent) liability for: (a) death or personal injury caused by its negligence; or (b) fraud or fraudulent misrepresentation. Products are sold and information and advice rendered to the Buyer on the understanding that the Buyer has sole responsibilit y for determining the suitability of the Products for the purposes for which the Buyer intends to use them. The liability of the Company under any indemnity set out in these terms and conditions or for any loss or damage suffered by the Buyer as a result of the Company breaching its obligations under these terms and conditions or other tortious duty (including arising by reason of defects in the Products) shall be limited to the Price of the relevant Products. The Company shall not be liable for any special, indirect or consequential loss, or for any loss of revenue, profits or goodwill.
CLAIMS The Buyer must notify the Company of any shortages in or damages to Orders within 3 (three) working days of delivery of the Order, failing which the Company will have no liability for such shortage or damage. The Company and Buyer shall in good faith discuss how any such claims shall be dealt with. Should no agreement be reached regarding how any such claims should be dealt with, the Company shall determine, acting reasonably and in good faith how they shall be dealt with.
TERMINATION The Company shall be entitled, without prejudice to its other rights and remedies, to cancel any Order in whole or in part or to suspend deliveries thereunder if the Buyer is in breach of any of these terms and conditions or becomes insolvent or otherwise unable to pay its debts as they fall due.
HEALTH AND SAFETY The Company warrants that the Products have been manufactured in accordance with relevant legislation, but it is the responsi bility of the Buyer to take adequate precautions to ensure safe handling and use of the Products in accordance with all available information concerning the Products.
RECALLS AND RETURNS The Buyer shall use all reasonable endeavors to assist the Company in the event that the Company issues a recall notice (“Recall”) in respect of any Products. Products which have been delivered in accordance with an Order may only be returned to the Company if such Products are faulty, damaged, incorrect or are the subject of a Recall.
NO WARRANTY To the fullest extent permitted by applicable law, and save as expressly stated otherwise in these terms and conditions, all warranties, representations and conditions whether express or implied by statute, common law or otherwise (including, without limitation, any implied terms of quality or fitness for purpose in respect of the Products) are excluded.
INTELLECTUAL PROPERTY
All intellectual property in the Products remains with the Company and the Buyer shall not cover, deface or erase any notices or other marks which the Company may place on or affix to the Products.
The Buyer shall not use any trade mark of the Company other than to indicate the origin of the Products, and shall not use any trade mark in conjunction with a ny trade mark of the Company without the Company’s prior consent.
INDEMNITY The Company indemnifies the Buyers against any losses which may be suffered by the Buyer due to the Products infringing the intellectual property rights of any third party in the UK / EU.
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.
PROPER LAW Orders and these terms and conditions shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
GENERAL The Buyer may not assign or transfer in any way any Order. The Company may assign or transfer in any way any Order. If any provision of these terms is found by a court of competent jurisdiction to be invalid, such term shall be severed and the remaining terms shall be unaffected (in this instance the part ies shall use reasonable endeavors to negotiate a suitable substitute provision). Together with any other written agreement executed by the parties relating to the supply of Product, these terms and conditio ns together with the Order (as accepted by the Company) constitute the whole agreement between the parties in respect of the supply of the Products and supersede all prior discussions and agreements between them. Nothing in these terms and conditions shall be taken to constitute a partnership or employer/employee relationship. The Buyer shall keep confidential all information in its possession or control relating to the Company’s business or Products save to the extent that such information is trivial, in the public domain, or to the extent th at it is required to be disclosed by a regulatory authority with jurisdiction.
