Terms and conditions

1.1. These conditions shall govern and be incorporated into every contract for the sale of goods made by, or on behalf of, the Seller with the Buyer.

1.2. These conditions shall apply to the exclusion of and shall prevail over any terms and conditions contained or referred to in, any documentation submitted by the Buyer, or in any correspondence, or elsewhere, or implied by trade custom, practice or course of dealing unless specifically excluded or varied in writing by a director or other authorised representative of the Seller. Any provisions to the contrary are excluded.

1.3. Each order placed by the Buyer with the Seller constitutes an offer by the Buyer to purchase goods from the Seller on these terms and conditions. Each such order shall only be accepted at the earlier of the delivery of the goods to the Buyer or the Seller issuing a written acceptance of the relevant order to the Buyer.

1.4. If subsequent to any contract of sale which is subject to these conditions, a contract of sale is made with the same Buyer without any reference to any conditions of sale or purchase, such a contract, however made, shall be deemed to be subject to these conditions.

1.5. By accepting these terms and conditions, by placing an order with the Seller and/or by accepting receipt of any goods from the Seller, the Buyer acknowledges and agrees that they are doing so wholly or mainly in the course of their trade, business, craft or profession.

1.6. These terms & conditions are subject to change. Where any variations are required to be made and an order is still ongoing, we will try and give at least 10 days’ notice of varying a term or our contact details, but we reserve the right to give notice sooner or to make such variation with immediate effect in exceptional circumstances.

2.1. The prices payable for the goods shall be the prices agreed by the Seller and the Buyer, or in the absence of any agreement shall be those set out in the Seller’s price lists current at the time of dispatch of the goods.

2.2. The Seller shall have the right at any time to withdraw any discount from its normal prices and to revise prices to take into account of inflation and\or increases in costs including (without limitation) cost of any goods, materials, carriage, labour or overheads, the increase or imposition of any tax duty and other levy and any variation in exchange rates.

2.3. Prices are exclusive of any applicable value-added tax which the Buyer shall be additionally liable to pay to the Seller.

3.1. Subject to clause 6, the conditions in this clause 3 shall apply.

3.2. The Seller may invoice the Buyer for the price of the goods on, or at any time after notifying the Buyer that the goods are ready for collection or dispatch. If the goods are to be delivered other than at the Seller’s premises, the Seller may invoice the Buyer for the price on, or at any time after delivery of the goods.

3.3. Unless otherwise agreed by the Seller in writing, the Buyer shall pay the Seller’s invoices in full (without any deduction, set-off or counterclaim) 30 days from invoice date.

3.4. Time of payment shall be of the essence of all contracts between the Buyer and the Seller to which these conditions apply.

3.5. The Seller may suspend the provision of goods from the supplier where any amounts are overdue under the contract with the Buyer until the amount has been paid.

3.6. Any extension of credit allowed to the Buyer may be changed or withdrawn at any time.

3.7. If in the Seller’s opinion the creditworthiness of the Buyer has deteriorated prior to the delivery of the goods the Seller may require full or partial payment of the price prior to delivery, or suspend delivery altogether.

3.8. Where payment is late as defined in the Late Payment of Commercial Debts (Interests) Act 1998 (LPCD), the interest rates set out in the LPCD as amended from time to time shall be applicable.

3.9. Save where clause 3.8 applies, the Seller reserves the right to charge interest (both before and after any judgement) at the rate of 4% per annum above the current base rate of Lloyds TSB Bank plc, on all outstanding payments from the date due and up to and including the date on which final settlement is made in full. The Buyer shall pay the interest on demand.

3.10. The Seller reserves the right to charge:

3.10.1. Late payment charges of £150 per invoice and interest as above, if at any time the account is left overdue without any agreement beyond the credit limit;

3.10.2. Reasonable administration fee to cover its direct and indirect costs arising from re-presented and dishonoured cheques from the Buyer; and

3.10.3. The Buyer is entitled to any direct costs incurred by the Seller as a result of the particular payment method used by the Buyer to pay the Seller’s invoices.

4.1.1 Delivery of the goods shall be facilitated by the Seller or by one of the seller’s approved third-party service provider(s), delivering the goods to a location specified by the Buyer at point of sale or to an alternative delivery location that has been agreed upon by the Buyer in liaison with the seller’s third-party service provider.

4.1.2 Any delivery dates and times specified at point of sale by the Seller are intended to be an estimate and are not the essence of any contract between the Buyer and Seller.

4.1.3 The Sellers packaging is validated in compliance with product specifications to ensure goods are maintained in transit. Fridge-line goods are validated for a minimum of 21hrs. The Seller is unable to advise on the performance, integrity or sustainability of the goods once the Buyer has claimed receipt and they have entered into an uncontrolled environment. The Buyer is under obligation to store the goods in a suitable environment immediately upon receipt.

4.2 Receipt of goods

4.2.1 The Buyer shall be prepared to accept receipt of goods within a time period and a location specified at point of sale. If the Buyer is unable to receive the goods upon the first delivery attempt, the buyer will accept liability for the goods hence forth.

4.2.2 Unless otherwise expressly agreed, the Seller may affect delivery in one or more installments. Where the goods are delivered in installments; each installment shall be treated as a separate contract. Failure by the Seller to deliver one or more of the installments in accordance with these conditions, or any claim by the Buyer in respect of one or more installments, shall not entitle the Buyer to treat the contract as a whole as repudiated.

4.2.3 The Seller is under no obligation to remunerate the buyer for losses incurred as a result of a failure to receive goods on the first delivery attempt in accordance with the terms and conditions. The buyer is defined as the individual whom places, pays for or signs for the consignment i.e account holder/prescriber

4.2.4 If the Buyer refuses or fails to take delivery of the goods delivered in accordance with the terms and conditions or fails to take any action necessary on its part for delivery and/or a shipment of the goods, the Seller shall be entitled to terminate the contract with immediate effect, to dispose of the goods as it deems fit, and to recover from the Buyer any loss or associated costs.

4.2.5 The Seller shall not be held liable for goods, whether fridge-line or ambient, once they have been accepted by a third party on behalf of the Buyer or left in a requested location on behalf of the Buyer. This will include, but is not limited to; employees of the Buyer, hotel/hospital/apartment building staff, safe places, neighbours etc. The Buyer shall ensure that any third parties authorised to accept deliveries on behalf of the Buyer have been notified and are prepared for the acceptance of the goods. The Buyer shall ensure that the authorised third party accepting the delivery of the goods store them in the correct conditions until the goods are received by the Buyer.

4.3 Third Party Service Providers

The seller may choose to expedite delivery through the use of a verified third-party service provider, in such an event, the following shall apply:

4.3.1 The Seller will ensure that delivery is facilitated by an “approved” third-party service provider, the actual provider utilised will remain at the sole discretion of the Seller subject to suitability. The seller will endeavour to satisfy a Buyer’s specific courier usage requests however, the Buyer understands that a number of factors may inhibit the Sellers ability to offer the buyers chosen courier and as a result, the Seller cannot guarantee the preferred courier service option.

4.3.2 The Seller will not be held liable for, or acknowledge the validity of, any agreements made between the Buyer and a representative of any third-party service provider in relation to delivery without the express written consent of the seller.

4.3.3 The Buyer understands that any changes to delivery details must be made by contacting the seller or a member of the third-party service providers customer service team. The Buyer shall hold all records of contact until delivery of the goods have been satisfied.

4.3.4 If a delivery has been attempted by a third-party service provider, it is the Buyer’s responsibility to arrange a collection from the depot or collection point.

4.3.5 The Buyer understands that any third-party value-added service(s) or application(s) including but not limited to; email notifications, SMS notifications, software support systems such as Digit RX, upgrades to delivery times or parcel shop deliveries shall be considered as additional services and are not guaranteed by the Seller. The Seller shall not be held liable for any delays in delivery caused by the failure of these additional services.

4.3.6 The Buyer shall ensure that goods accepted by a third-party representative acting on their behalf are stored in accordance with GDPR regulations to ensure there are no breaches in relation to personal data displayed on the packaging upon which the goods are held or its contents.

5.1. No goods are supplied on a sale or return basis.

5.2. Returns on cold chain (refrigerated) goods are not accepted under any circumstances unless an error has occurred that is irrefutably proven to be the fault of the Seller.

5.3. Any errors that may occur as a result of third-party providers (such as courier companies) failure to deliver a service will not constitute grounds for a return. The Seller accepts no responsibility for issues that may occur outside of their control.

5.4. Returns are only considered if agreed in writing and accompanied with returns form issued by the Seller. Failure to adhere to the terms and conditions outlined within the Seller’s returns policy will nullify the Buyer’s claim for return.

5.6. Breakages or errors must be reported by email with 24 hours of receipt of the order. Incorrect goods (excluding cold chain goods) must be returned unopened in the original packaging within 5 days of receipt of order. Cold chain returns to only be accepted within 24hrs of receipt if there have been issues with the courier or picking errors on our part. Breakages must be kept with the packaging and retained for inspection by the carriers.

5.7. The Seller reserves the right to destroy any goods that are returned by the Buyer without the express consent of the Buyer.

6.1. Subject to clause 6.2, risk of damage to or loss of goods shall pass to the Buyer as follows:

6.1.1. In the case of goods to be delivered to the Seller’s premises, at the time when the Seller notifies the Buyer that the goods are available for collection or delivery;

6.1.2. In the case of the goods to be delivered to the Buyer, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the goods, at the time when the Seller has tendered delivery of the goods.

6.2. Notwithstanding delivery and the passing of risk, title of the goods shall not pass to the Buyer until the Seller has received, in cash or cleared funds, payment in full of the agreed price and all other amounts owed under these conditions by the Buyer to the Seller.

6.3. Until title in the goods has passed to the Buyer, the Buyer shall hold the goods as the Seller’s fiduciary agent and bailee and shall:

6.3.1. Not part with possession of the goods otherwise than in accordance with clause 6.6;

6.3.2. Keep the goods separate from those of the Buyer and third parties and properly stored, protected and insured as the Seller’s property, taking all reasonable steps to prevent any damage to or deterioration of the goods

6.3.3. Keep the goods free from any charge, lien or other encumbrance. If the Buyer fails to do so, all monies owing by the Buyer to Seller shall (without prejudice to any other right or remedy to the Seller) immediately become due and payable;

6.3.4. Notify the Seller forthwith upon the happening of any of the events set out in clause 12 give the Seller such information relating to the goods as the Seller may from time to time require.

6.4. Until title in the goods has passed to the Buyer (providing that the goods are still in existence and have not been re-sold) the Seller shall be entitled at any time to require the Buyer to deliver up the goods to the Seller and if the Buyer fails to do so with immediate effect, to enter any premises of the Buyer or any third party where the goods are stored, and inspect or repossess the goods.

6.5. Any rights the Buyer may have to possession of the goods shall, in any event, cease if:

6.5.1. Any sum owed by the Buyer to the Seller (whether in respect of the goods or otherwise) is not paid to the Seller by the date when it is due;

6.5.2. Upon the happening of any of the events set out in clause 13.1; the Buyer commits a breach of any contract with the Seller.

6.6. Whilst the Buyer is in possession of the goods with the Seller’s consent (but not otherwise) the Buyer may in the ordinary course of its business sell the goods provided that:

6.6.1. As between the Buyer and its sub-buyer or customer, the Buyer shall sell the goods as principal and shall not be empowered to commit the Seller to any contractual relationship with, or liability to, the sub-buyer or customer or any other person;

6.6.2. As between the Seller and the Buyer, the Buyer shall sell the goods in a fiduciary capacity as agent for the Seller;

6.6.3. The Buyer shall hold the proceeds of such sales on trust for the Seller;

6.6.4. The Seller shall be entitled to any interest earned on the fiduciary account;

6.6.5. If proceeds of the sales received by the Seller exceed all amounts owed by the Buyer to the Seller in respect of the goods, the Seller shall return the excess to the Buyer.

6.7. Notwithstanding the provisions of clause 6.2, the Seller shall be entitled to bring an action against the Buyer for the price of the goods in event of non-payment by the Buyer by the due date even though property in the goods has not passed to the Buyer and/or shall have the right by notice to the Buyer at any time after delivery to pass property in the goods to the Buyer as from the date of such notice.

7.1. If goods are sold on the basis of international trade terms (such as CIF, FOB, or FCA) the meaning given to such terms in the ICC Incoterms (as revised from time to time) shall apply except where inconsistent with any of the provisions contained in these conditions. Unless otherwise agreed in writing between the Buyer and Seller, goods shall be delivered FCA to the named place or point of shipment.

7.2. Unless otherwise agreed, the price of any goods sold pursuant to an international supply contract (as defined by section 26 of The Unfair Contract Terms Act 1977) shall be secured by an irrevocable letter of credit satisfactory to the Seller established by the Buyer, in favour of the Seller, immediately upon receipt of the Seller’s order acceptance form, and confirmed by a United Kingdom bank acceptable to the Seller. The letter of credit shall be for the price payable for the goods (together with any tax or duty payable) to the Seller, and shall be valid for at least six months, or such longer period as shall have been estimated by the Seller for delivery. The Seller shall be entitled to payment on presentation to such United Kingdom bank of the documents specified by the seller.

7.3. The Buyer shall be responsible for complying with any legislation or regulations governing the importation and sale of goods into the country of destination and, unless otherwise agreed, be additionally liable for the payment of any import duties or relevant charges and for all costs of shipment and freight (whether by air, sea or otherwise).

7.4. Section 32(2) of the Sale of Goods Act 1979 shall not apply. The Seller shall be under no obligation to give notice under Section 32(2) of that Act.

8.1. The Seller warrants that the goods shall be of satisfactory quality and shall correspond with any specification at the time of delivery. All other conditions, warranties and representations expressed or implied by statute, common law or otherwise in relation to the goods are excluded to the fullest extent permitted by law.

8.2. The Seller’s only obligation in relation to defective goods shall be at its option to make good any shortage or non-delivery and/or appropriate to replace any goods found to be damaged or defective and/or to refund the cost of such goods to the Buyer.

8.3. The Seller’s aggregate liability to the Buyer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the price paid by the Buyer for the goods in respect of any occurrence or series of occurrences.

8.4. The Seller shall not be liable to the Buyer:

8.4.1. For defects in the goods caused by abnormal or unsuitable conditions of storage (including in the manner in which the goods are stacked and moved within the warehouse or other storage facility) or use by, or any act, neglect, or default of the Buyer or any third party;

8.4.2. For defects in the goods or discrepancies in delivery, unless notified to the seller within 24 hours of receipt of the goods by the Buyer, or where the defect would not have been apparent on reasonable inspection, within 12 months of delivery;

8.4.3. For defects in the goods arising from any drawing, design or specification supplied by the Buyer;

8.4.4. If the total price of the goods has not been paid;

8.4.5. Unless the Buyer with the Seller’s prior authorisation, returns alleged defective goods, freight prepaid to the Seller’s point of shipment;

8.4.6. For any indirect or consequential loss or damage, costs or expenses suffered by the Buyer, howsoever caused; or

8.4.7. For any loss of profit, loss of sales or business, loss of agreements or contracts, loss of anticipated savings and/or loss of or damage to goodwill.

8.5. Nothing in these conditions shall exclude or limit the Seller’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or breach of the terms implied by section 12 of the Sale of Goods Act 1979.

Neither party shall be liable for any delay in performance or failure to perform any of its obligations under these terms and conditions insofar as the delay or failure due to any to any event beyond the reasonable control of that party.

Any samples supplied to the Buyer are supplied solely for information and in no way import any express or implied conditions or warrant as to qualify, description, fitness for purpose or merchantable quality and the Buyer shall be deemed to have satisfied itself as to such matters prior to ordering the goods.

11.1. The Buyer shall give the Seller any necessary information relating to the goods within a sufficient time to enable the Seller to perform its obligations under these conditions.

11.2. Unless expressly agreed in writing by the Seller all drawings, designs, specifications and particulars of weights and dimensions submitted by the Seller are approximate only and the Seller shall have no liability in respect of any deviation from them.

11.3. The Buyer shall provide the seller with its VAT registration number(s), country of registration and any information which the Seller requires to enable it to comply with its obligations under any applicable tax regime.

11.4. The Seller may make changes in the specification of the goods which are required to conform with applicable health and safety or other statutory requirements or such changes as the Seller considers, in its reasonable opinion, will not reduce the quality of the goods.

11.5. The Seller’s specification of the goods does not deal with, nor does the Seller make any warranties (express or implied), regarding the compliance of the goods with national or local law requirements.

12.1. If the Buyer becomes aware of or is the subject of a request, court order or other directives of governmental or regulatory authority to withdraw any of the Seller’s from the market (Recall Notice) it must immediately notify the Seller in writing and attach a copy of the Recall Notice.

12.2. Unless required by law, the Buyer may only undertake a recall or withdrawal of the Seller’s goods from the market with the written permission of the Seller and in accordance with the Seller’s reasonable instructions.

12.3. The Seller may issue a notice to recall or withdraw their goods from the market (Voluntary Recall Notice) if:

12.3.1. The supply or use of the Seller’s goods (or any of them) infringes, or may infringe, a third party's intellectual property rights;

12.3.2. The Seller’s goods (or any of them) are, or may be, unsafe;

12.3.3. The Seller’s goods (or any of them) are, may be, or may become illegal or non-compliant with any law, regulation or government agency or industry standard;

12.3.4. A defect in the Seller’s goods (or any of them) may cause harm to the Seller's reputation or brand; or

12.3.5. Any other reasonable ground.

12.4. The Buyer must:

12.4.1. Comply with any Recall Notice or Voluntary Recall Notice; and

12.4.2. Give such assistance as the Seller reasonably requires to recall or withdraw the relevant goods from the market, and comply with the Seller’s instructions about the process of implementing that recall or withdrawal.

13.1. The Seller may terminate this or any other subsisting contract with the Buyer immediately by giving notice in writing to the Buyer if:

13.1.1. The Buyer has a receiver or administrative receiver appointed, passes a resolution for winding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, becomes subject to an administration order enters into any voluntary arrangements with its creditors or ceases or threatens to cease to carry on a business or if any national or local law equivalent of any of the following occurs;

13.1.2. The Buyer fails to pay on its due date or within any agreed period of grace, any sum due under this or any other contract;

13.1.3. The Buyer commits any material breach of any terms of this contract (other than under clause 13.1.2) or any other contract with the Seller, which in the case of a breach capable of being remedied, is not within 14 days of a written request to do so;

13.1.4. The Buyer exceeds its credit limit with the Seller;

13.1.5. The Seller reasonably apprehends that any of the above is likely to occur and notifies the Buyer in writing.

13.2. If the contract is terminated under clause 13, and the goods have been delivered but not paid for, the price shall become immediately payable notwithstanding any previous agreement to the contrary.

13.3. Termination of this contract shall not affect any of the Sellers accrued rights or liabilities or affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination.

14.1. None of the rights and obligations of the Buyer under these conditions may be assigned or transferred in whole or in part without the prior written consent of the Seller.

14.2. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these conditions. A person not party to these conditions shall not have or acquire any rights to enforce any of the terms of these terms and conditions. This provision shall not affect any right or remedy of any third party which exists or is available otherwise than by reason of the Contracts (Rights of Third Parties) Act 1999.

The Buyer agrees to pay due regard to any information supplied by the Seller and relating to the use for which the goods are designed or have been tested or concerning conditions necessary that they will be safe and without risk to health at all times and the Buyer undertakes to take such as may be specified by the above information to ensure that as far as reasonably practicable the goods will be safe and without risks to health at all times.

The Seller shall be entitled to a general lien on all goods and property owned by the Buyer in the Seller’s possession (although the Buyer may have paid for the same in full) in satisfaction of the whole or part, as the case may be, of the unpaid price of any goods sold and delivered to the Buyer under any contract. The Seller shall be entitled to offset any sum or sums owing to it from the Buyer, against any sums owed to the Buyer from the Seller.

The headings of these conditions are for convenience only and do not affect the interpretation or construction of these conditions.

If any provision of this agreement is held by any competent authority to be invalid, illegal or unenforceable in whole or to part, such invalidity, illegality or unenforceability shall not affect the other provisions of this agreement, which shall remain in fill force and effect. The parties shall attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.

No failure or delay by either party to exercise any right or remedy under this agreement shall be construed or operate as a waiver of that right or remedy, nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy. No waiver by either party of any breach of this agreement shall be considered as a waiver of a preceding or subsequent breach. The rights and remedies provided in this agreement are cumulative and are not exclusive of any rights or remedies provided by law.

The Seller’s employees or agents are not authorised to make any representations concerning the goods, unless confirmed by the Seller in writing. In entering into the contract, the Buyer acknowledges that it does, not rely on and waives any claim for breach of any representation which are not so confirmed.

All notices which are required to be given under these condition, shall be in writing and shall be delivered personally or sent by prepaid first class post (airmail if the address is outside the United Kingdom) or facsimile transmission to the party concerned at its last known address. Notice delivered personally shall be deemed to have been served when delivered, and notice sent by first class post shall be deemed to have been served 48 hours after dispatch (7 days if given by airmail), and notice, sent by facsimile shall be deemed to have been served on the date of dispatch.

Any contract to which these conditions apply shall be governed by and construed in accordance with the Laws of England. The parties submit to the exclusive jurisdiction of the English Courts.

No variation to these conditions shall be binding unless agreed, in writing, between the authorised representative of the Buyer and Seller.