Terms and Conditions

ParaPharm Development Limited

CONDITIONS OF SALE

    1. The price for the goods shall be payable 30 days after the invoice date irrespective of delivery and all invoiced sums not received within 30 days from date of invoice shall bear interest at the rate of 6% above the Base Rate for the time being of the Danske Bank to the date of actual payment. The time for payment of the price shall be of the essence of the contract.
    2. Until a credit agreement is established, the Seller reserves the right to request the Buyer to make payment against a Proforma invoice and goods will be despatched on receipt of the funds.
    3. In the event of payment not being made on the due date for any goods delivered by the Seller to the Buyer, the Seller shall be entitled to cancel the contract or suspend further deliveries of all further goods to the Buyers until such time as all invoiced amounts have actually been paid by the Buyer to the Seller.
    1. Any time of indulgence that is given by the Seller to the Buyer as to payment or otherwise in connection with these Conditions shall not release or in any way lessen or affect the liability of the Buyer to the Seller hereunder.
    2. No order submitted by the Buyer shall be deemed to be accepted by the Buyer unless and until confirmed in writing by the Seller’s authorised representative.
    3. The quantity, quality and description of and specification for the goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
    1. Unless otherwise specified the price for the goods shall include the costs of transportation and other ancillary charges incurred in connection with the delivery thereof to the destination(s) specified by the Buyer.
    2. On certain orders at certain times the Seller may give or offer to give discount to the Buyer. These discounts shall be at the entire discretion of the Seller and nothing herein contained shall be deemed to form a trading pattern with a particular buyer nor shall any such discount given for any particular order form a precedent for any future orders whether or not from the same buyer or buyers or otherwise howsoever.
    3. No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing by the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit) cost (including the cost of all labour and materials used) damages, charges and expenses incurred by the Seller as a result of cancellation.
    1. Risk of damage to or loss of the goods shall pass to the Buyer.
      1. in the case of goods to be delivered at the Seller’s premises at the time when the Seller notified the Buyer that the goods are available for collection: or
      2. in the case of goods to be delivered otherwise than at the Seller’s premises at the time of delivery or, if the Buyer wrongfully fails to take delivery of the goods, the time when the Seller has tendered delivery of the goods.
    2. Notwithstanding delivery and the passing of risk in the goods or any other provision of these Conditions, the property in the goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the goods.
    3. Until such time as the property in the goods passes to the Buyer, the Buyer shall hold the goods as the Seller’s fiduciary agent and bailee and shall keep the goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified at the Seller’s property. Until that time the Buyer shall be entitled to resell or use the goods in the ordinary course of its business but shall account to the Seller for the proceeds of the sale or otherwise of the goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
    4. Until such time as the property in the goods passes to the Buyer (and provided the goods have not been 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 forthwith, to enter upon any premises of the Buyer or any third party where the goods are stored and repossess the goods.
    5. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Seller but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
    6. Notwithstanding the foregoing, the goods are at the entire risk of the Buyer from the time of delivery to the carrier or other bailee or custodian whom the Buyer shall have the right to nominate (whether nominated by the Buyer or not) for the purpose of transmission to the Buyer and noting in the preceding sub-paragraph shall be deemed to imply the Seller’s consent to any sub-sale.
  1. The Buyer hereby waives its rights to appropriate any payment it may make to the Seller (whether pursuant to this Invoice or to any other agreement between the Buyer and the Seller and whether entered into before or after the date hereof) and the Seller shall have the sole rights to appropriate any payment by the Buyer under the Invoice or any other agreement between them either to all or some of the goods and/or to all or some of any goods the subject of another invoice or other agreement between the Seller and the Buyer.
  2. The Seller shall be entitled (without prejudice to any other remedy available to it) to determine this agreement forthwith (in writing or orally) and/or any other agreement for the sale of goods by the Seller to the Buyer then in existence and/or to recover possession of the goods (and for that purpose to enter the premises of the Buyer without notice) and to resell the same at any price if the Buyer shall commit any breach of these conditions or if any distress or execution shall be levied upon the Buyer’s property or assets or on the Buyer ceasing or threatening to cease business or upon the insolvency (as hereinafter defined) of the Buyer. For the purpose of this Condition insolvency of the Buyer shall mean:

    1. the presentation of a petition for the winding up of the Buyer or the passing of the Buyer of a resolution to wind itself up (except for the purpose of amalgamation or reconstruction): or
    2. the calling of a meeting of creditors by the Buyer or:
    3. the appointment of a Receiver or Receiver and Manager or Administrator of the Buyers business or any part of the whole of the Buyers income or assets: or
    4. the making of any composition or arrangement by the Buyer with its creditors.
    1. Any liability of the Seller for defective goods shall be limited in each case to the price of the relevant goods and without prejudice to the foregoing the Seller shall under no circumstances be liable to the Buyer for any loss of profit on the part of the buyer or any third party in relation to the goods or for any loss in relation to the goods arising from any arrangement entered into by the Buyer or for any loss or damage suffered by any third party in relation thereto. Details of the Company’s policy concerning returned goods are available upon request.
    2. The Seller shall not be liable for failure for the goods to retain the shelf life date specified thereon unless the Buyer makes suitable storage arrangements to take into account the sensitivity of the goods to environmental conditions and in accordance with the manufacturer’s recommendation.
    3. At the expiration of the shelf life stipulated on the goods, the Seller’s liability for any defects therein shall absolutely determine though it may in its absolute discretion allow a certain credit in favour of the Buyer in respect of any such defects as are unconnected with effluxion of time.
    4. Quality claims must be made in writing and received by the Seller within seven days after the Buyer learns of the alleged defect but in no event later than forty-two days after the Buyer’s receipt of the goods. All claims not so made shall be deemed waived.
    1. Delivery of the goods shall be made as agreed between the Buyer and the Seller.
    2. Any dates quoted for delivery of the goods are approximate only and the Seller shall not be liable for any delay in delivery of the goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
    3. Where the goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these conditions or any claim by the Buyer in respect  of any one or more instalments shall not entitle the Buyer to treat the contract as a whole as repudiated.
    4. If the Seller fails to deliver the goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the priceof the goods.
    5. If the Buyer fails to take delivery of the goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault, then without prejudice to any other right or remedy available to the Seller, the Seller may:
      1. store the goods until actual delivery and charge the Buyer for the reasonable cost (including insurance) of storage:
      2. sell the goods at the best readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the contract or charge the Buyer for any shortfall below the price under the contract.
    1. In dealing with the goods the Buyer shall at all times comply with the provisions of the Medicines Act 1968, the Misuse of Drugs Act 1917, the Poisons Act 1972, the Foods and Drugs Act 1955, the Weights and Measures Act 1963 and all Statutory Instrument and Regulations made pursuant thereto. The above Statutes Statutory Instruments and Regulations shall be deemed to include any Statutes Statutory Instruments and Regulations amending or replacing the same.
    2. All goods sold pursuant to the Conditions are sold strictly for use within the United Kingdom and the Buyer shall be obliged to inform the Seller of its intention to apply the goods for re-sale outside the United Kingdom since in such event additional and/or alternative conditions may apply thereto.
  3. If the Seller shall deliver to the Buyer any quantity of goods greater or lesser than that ordered or goods of a different description to those contracted to be sold the Buyer shall be obliged to accept delivery of a quantity of the goods ordered up to a maximum of the amount ordered and to notify the Seller of any shortage or excess of goods of a different description within seven days of receipt. If the Buyer shall not so notify the Seller the goods in question shall be at the Buyer’s risk until seven days after the notification to the Seller. If the quantity of the goods delivered is not in excess of 5% less than the total quantity of the goods agreed to be sold then the Buyer shall be obliged to accept the quantity of goods delivered in lieu of the quantity agreed to be sold and there shall be a pro-rata reduction in the price of the goods.
  4. The Seller may at any time before delivery increase the price of the goods by notice to the Buyer forthwith on receipt of which the Buyer may cancel the undelivered balance of the goods.
  5. Except as otherwise agreed in writing by a Director on behalf of the Seller no delivery date is guaranteed by the Seller and time for delivery shall not be of the essence.
  6. Delivery of the goods may be totally or partially suspended by the Seller during any period in which it may be prevented or hindered from obtaining manufacturing supplying or delivering the same through any circumstances beyond its reasonable control including strikes and lockouts and the Seller shall not be liable to the Buyer for any loss occurring to the Buyer as a result of such total or partial suspension of delivery.
  7. The Buyer shall not assign or transfer the benefit of this agreement or any part of it to any other person without the express written consent of the Seller.
  8. The agreement resulting from the Seller’s acceptance of the Buyer’s order shall be governed by and construed in accordance with the laws of England.
  9. The conditions may only be varied in writing by a Director on behalf of the Seller.
  10. The Seller’s employees or agents are not authorised to make any representation concerning the goods unless confirmed by the Seller in writing. The Buyer acknowledges that it does not rely on and waives any claim for breach of, any such representations which are not so confirmed.
  11. No waiver by the Seller of any breach of contact by the Buyer shall be considered as a waiver of any subsequent breach of the same or any such provision.
  12. In these conditions ‘the Seller’ means ParaPharm Pharma Limited or its successors in title: ‘the Buyer’ means the person to whom this is addressed or its successors in title and ‘the goods’ means the goods referred to on the face of this invoice.
  13. In the event of any condition or sub-condition or part thereof contained in these Conditions being declared invalid or unenforceable by final instrument or decree by consent or otherwise by a Court or other tribunal or authority of competent jurisdiction from whose decision no appeal is or can be taken all other conditions or sub conditions or part thereof herein contained shall remain in full force and effect and shall not be affected thereby.
  14. This agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges all prior discussions and negotiations between them relating to such subject matter and none of the parties shall be bound in law by any conditions, definitions, representations, warranties, undertaking or understanding with respect to such subject matter (including but without prejudice to the generality of the foregoing representations relating to the marketability of the goods) other than as expressly provided or referred to herein or as is duly set forth on or subsequent to the date hereof in writing and signed by the party to be bound thereby or its duly authorised officer or representative.
  15. An administration fee will be charged for all orders under GBP300.

PARAPHARM DEVELOPMENT LTD
Merlin House, Brunel Road, Theale, Reading, RG7 4AB
Tel: +44 (0) 118 902 6777 Fax: +44 (0) 118 902 6778

Registered Office: Registered in England, St Stephens House, Arthur Road, Windsor, Berkshire, SL4 1RU
Registration Nr.09948940 Vat No:235 253 327