THE SCHEDULE
VPR’s standard terms and conditions of sale
VERTICAL PHARMA RESOURCES LTD T/A IPS –
STANDARD TERMS AND CONDITIONS OF SALE
1 Interpretation in these Terms and Conditions
The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
1.1 “Terms and Conditions” means the terms set out in this document.
1.2 “Company” means Vertical Pharma Resources Ltd (registered in England and Wales under Registered Company number 06077026) T/A Integrated Pharmaceutical Services (IPS) whose registered office is at 41 Central Avenue, West Molesey, Surrey, KT8 2QZ
1.3 “Customer”: means the party with whom the Company is dealing for the sale of its products.
1.4 “Data Protection Legislation” means the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the GDPR and any other directly applicable European Union regulation relating to privacy.
1.5 “Force Majeure” means act of God, strike, lockout, labour disturbances, act of the public enemy, war declared or undeclared, blockade, revolution, riot, insurrection, civil commotion, lightning, fire, storm, flood, earthquake, explosion, governmental restraint, embargoes, inability to obtain or delay in obtaining raw materials, supplies, equipment or transport, inability to obtain or delay in obtaining governmental approvals, permits, licenses or allocations and any other cause whether of the kind specifically stated above or otherwise which is not reasonably within the control of the Company.
1.6 “GDPR” means the General Data Protection Regulation ((EU) 2016/679.
1.7 “Products” means medicines or related goods sold by the Company to its Customer.
1.8 “Order” means an order placed by the Customer with the Company.
1.9 “Order Value” means the value of the Products ordered by the Customer from the Company being at the Company’s current price from time to time excluding any value added tax (or other taxes, duties and levies).
1.10 “UK Data Protection Legislation” means any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation.
1.11 “Working Day” means Monday to Friday between the hours of 9.00am to 6.00pm (excluding Bank Holidays in England).
2 Conditions of Sale
2.1 The Terms and Conditions shall apply to the sale of all products by the Company to its Customer and shall take precedence over any other conditions or terms referred to or stipulated by the Customer (to the fullest extent permitted by law). These Terms and Conditions may not be varied unless agreed in writing with the Company.
2.2 The Company warrants that, on delivery, the Products shall conform in all material respects with their description, and any relevant specification that is supplied by the Customer to the Company, and be free from material defects in material and/or workmanship. Subject to clause 7.3 below, the warranty set out in this clause 2.2 is given to the exclusion of any other warranties or conditions as to the fitness or quality of the Products which may be implied by law or otherwise.
3 Prices and Quotations
3.1 The price of the Products, which shall be payable by the Customer, will be the current price of the Company, or that quoted by the Company, at the date of acceptance of the relevant Order and is subject to change thereafter should the Company incur additional or increased costs due to fluctuation in currency rates, freight charges, import duties, supplier’s charges or any other unexpected surcharges or costs.
3.2 All prices quoted by the Company orally, in writing, or in its product pricelist will include delivery on an Ex-Works (Incoterms 2000) basis at the Company’s site and will be exclusive of any applicable VAT (or any other taxes, duties and levies). The Customer will be liable to pay for any additional charges for carriage, insurance, freight if applicable, VAT or any other taxes, duties and levies.
3.3 The Company reserves the right to amend prices without prior notice to correct errors, omissions or to reflect fluctuations in costs.
4 Order
4.1 An Order submitted by the Customer shall be deemed an offer to purchase the relevant products on and subject to these Terms and Conditions. No such Order shall become binding on the Company unless and until it is accepted by the Company. At the point of such acceptance it shall become a contract for the supply by the Company and the purchase by the Customer of the relevant products, on and subject to these Terms and Conditions.
4.2 Orders may be accepted by the Company either in writing by post/fax or by telephone during normal Working Days. The Customer will be responsible for accurately identifying the products ordered, particularly in the case of telephone orders.
4.3 The Customer will be fully responsible for the Order Value once the relevant Order has been accepted by the Company and will indemnify the Company against all losses and costs should the Customer cancel the Order.
5 Delivery and Returns
5.1 The Company will deliver the Products at the delivery address specified by the Customer in the accepted Order during normal Working Days. If no such address is specified, delivery shall be effected by the Company making the Products available for collection by the Customer at the Company’s site.
5.2 Any delivery time or date is estimated by the Company and is not guaranteed nor will it form part of the contract of sale. The Company shall not be liable for any delay in delivery beyond the estimated delivery time or date, and, for the avoidance of doubt, time for delivery of the Products shall not be of the essence of the relevant order.
5.3 All deliveries of products by the Company’s couriers to the Customer will be signed for by the Customer or any authorised member of staff at the delivery address. Any such signature will be taken as conclusive proof of delivery.
5.4 The Company will not accept any returns of products, unless the Company commits an error or the products are damaged (in either case as described and subject to clause 5.5 below), or if there is a recall of the relevant products.
5.5 Any shortage in delivery of products, or delivery of incorrect products, by the Company, or damage (in transit or otherwise) of products by the Company or its courier must be notified to the Company by the Customer in writing within 3 Working Days of delivery. All damaged or incorrect goods must be returned to the Company (at the Company’s reasonable cost) as soon as possible and must be retained in their original packaging and kept intact to enable, where relevant, an insurance claim to be made on the courier or supplier.
5.6 Any returns of product, as per clause 5.4 and 5.5, will only be accepted by the Company on receipt of a written notification from the Customer.
5.7 The Company’s liability for a shortage in delivery shall, subject to clause 7.3 below, be limited to the Company, at it’s option, either delivering the undelivered products to the Customer, or refunding the price of the relevant undelivered products (provided it has been paid), as soon as reasonably possible following receipt of notification in accordance with clause 5.5. above.
5.8 The Company’s liability for delivery of incorrect or damaged products shall, subject to clause 7.3 below, be limited to the Company, at it’s option, either replacing those products or refunding the relevant price (provided it has been paid), as soon as reasonably possible following receipt of notification in accordance with clause 5.5. above and, in either case, provided that the relevant incorrect or damaged goods are returned in accordance with that clause.
5.9 The Company reserves the right to make partial or installment deliveries of the products ordered by the Customer, each delivery may incur a separate delivery and handling charge.
6 Title of Property and Payment Terms
6.1 The property and title in/to any products supplied by the Company to the Customer shall not pass to the Customer until the Company has received full payment.
6.2 Deferred payment terms will only be available to Customers with an account, and up to a limit, agreed by the Company The Company reserves the right to suspend any deferred payment facility should the Customer default on payment terms.
6.3 Payment in full (without set-off or deduction of any kind) of all amounts owing from the Customer to the Company, will be due on the issue of a pro-forma invoice, where the Customer does not have an approved deferred payment account. Where the Customer does have such an account, it must make payment (in full without set off or deduction) no later than 30 days from the date of invoice.
6.4 The Company reserves the right to charge interest daily at the rate of 3% per annum above the base rate of Barclays Bank Plc on all overdue amounts, from the due date until the date of actual payment, and whether before or after any judgment. In the event of any non-payment or late payment of any amount due from the Customer to the Company, the Company further reserves the right (without prejudice to any of its other rights or remedies) to suspend any further deliveries of products under any Order from the Customer, until the outstanding amount (together with any interest thereon) is paid in full.
7 Liabilities and Risk
7.1 Notwithstanding that title therein may not yet have passed to the Customer, the full risk in the Products will pass to the Customer on delivery of the Products. The Company will not be thereafter liable for any defect in the Product caused by abnormal conditions of storage, or negligent treatment or misuse of Products after delivery. Whilst the Company may make suggestions as to the handling and storage of Products these should not be regarded as advice and it is for the Customer to ensure that, from the point of delivery, Products are stored and handled properly by the Customer.
7.2 In the event of Force Majeure the Company shall not be deemed to be in breach of contract or otherwise be liable to its Customer by reason of delay in performance or non-performance of any of its obligations.
7.3 Nothing in these Terms and Conditions shall limit or exclude the Company’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
7.4 Subject to clause 7.3
(a) the Company shall not be liable to the Customer, whether in contract, tort (including, but not limited to negligence), breach of statutory duty, or otherwise, for any loss of profit, or loss of business, nor for any indirect or consequential loss arising under or in connection with an Order; and
(b) the Company’s total liability to the Customer in respect of all other losses arising under or in connection with an Order, whether in contract, tort (including, but not limited to, negligence), breach of statutory duty, or otherwise, shall not (subject to clauses 5.7 and 5.8) exceed the price of the Products supplied under that Order.
8 Data Protection and Data Processing
8.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this clause 8, Applicable Laws means (for so long as and to the extent that they apply to the Company) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
8.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Company is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
8.3 Without prejudice to the generality of clause 8.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to the Company for the duration and purposes of the Contract.
8.4 Without prejudice to the generality of clause 8.1, the Company shall, in relation to any Personal Data processed in connection with the performance by the Company of its obligations under the Contract:
8.4.1 process that Personal Data only on the written instructions of the Customer unless the Company is required by Applicable Laws to otherwise process that Personal Data. Where the Company is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Company shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Company from so notifying the Customer;
8.4.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
8.4.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
8.4.4 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
8.4.4.1 the Customer or the Company has provided appropriate safeguards in relation to the transfer;
8.4.4.2 the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
8.4.4.3 the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
8.4.4.4 the Company complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
8.4.5 assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
8.4.6 notify the Customer without undue delay on becoming aware of a Personal Data breach;
8.4.7 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
8.4.8 maintain complete and accurate records and information to demonstrate its compliance with this clause.
8.5 The Customer does not consent to the Company appointing any third party processor of Personal Data under the Contract.
8.6 The Company may, at any time on not less than 30 days’ notice, revise this clause 8 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to these Terms and Conditions).
9 General
9.1 If any provision or part thereof of these Terms and Conditions is held to be illegal or unenforceable, the enforceability of the remainder of the provision of these Terms and Conditions shall not be affected.
9.2 No waiver by the Company of any breach of these Terms and Conditions by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
9.3 Any notice given by either party shall be sent in writing by post or by facsimile and addressed to that other party at is registered office or principle place of business.
9.4 A person who is not a party to a contract of the kind referred to at clause 4.1 in these Terms and Conditions, shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of that contract. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under such contract is not subject to the consent of any person that is not a party to such contract.
10 Governing Law and Jurisdiction
10.1 These Terms and Conditions (and any non-contractual dispute in relation to the Order) shall be governed by English law (excluding choice of law principles).
10.2 The Courts of England shall have exclusive jurisdiction to settle any disputes, which may arise out of or in connection with these Terms and Conditions.
