Introduction

In these conditions: ”BUYER” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order is accepted by the Seller. ”GOODS” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions OR the goods (including any instalment of the goods or any parts for them) specified on the order for to which these Conditions are annexed. ”SELLER” means Wollerau Pharma Limited Limited (registered in England under number 07084482). ”CONDITIONS” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and Seller. ”CONTRACT” means the contract for the purchase and sale of the Goods. ”WRITING” includes telex, cable, facsimile transmission and comparable means of communication.
‍
Any reference in these Conditions to any provisions of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

The headings in these Conditions are for convenience only and shall not affect their interpretation.

Basis of the Sale

The Seller shall sell and the buyer shall purchase the goods in accordance with any written or oral quotation of the Seller which is accepted by the Buyer, or any written or oral order of the buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.

No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.

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 any such representations which are not so confirmed.

Any recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

Orders & Specifications

The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or, where the Goods are to be supplied to the Seller's specification, which do not materially affect their quality or performance.

No order which has been accepted by the Seller may be cancelled by the buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit, costs (including the cost of all labour and   materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

Price of the Goods

The price of the Goods shall be the Seller's quoted price or, where no price has been quoted (or a quoted price is no longer valid). The price listed in the Seller's published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
‍
The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the buyer to give the Seller adequate information or instructions.
‍
Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller's premises, the Buyer shall be liable to pay the Seller's changes for transport, packaging and insurance.

The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.

Terms of Payment

Subject to any special terms agreed in writing between the Buyer and Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.

The Buyer shall pay the price of the Goods (less any discount to which the Buyer is entitled, but without any other deduction) within 30 days of the date of the Seller's invoice, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract.  Receipts for payment will be issued only upon request.

If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to.

1. cancel the Contract or suspend any further deliveries to the Buyer;

2. appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and

3. change the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 5% per annum above 5% Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

Delivery

Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller's premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place of delivery is agreed by the Seller, by the Seller delivering the Goods to that place.

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 however caused. Time for delivery shall not be of the essence of the Contract 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.

Where delivery of the Goods is to be made by the Seller in bulk, the Seller reserves the right to deliver up to 5% more or 5% less than the quantity ordered, the price for the Goods being adjusted pro rata the discrepancy, and the quantity so delivered shall be deemed to be the quantity ordered.

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.

If the Seller fails to deliver the Goods (or any instalment) 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 price of the Goods.

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 costs (including insurance) of storage; or

2. sell the Goods at the best price 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.

Risk & Property

Risk of damage to or loss of the Goods shall pass to the Buyer:

1. in the case of Goods being delivered at the Seller's premises, at the time when the Seller notifies 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

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 and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

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 as the Seller's property, but shall be entitled to resell or use the goods in the ordinary course of its business.

Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), 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 of any third party where the Goods are stored and repossess the Goods.

The Buyer shall not be entitled to pledge or in any way change by way of security for indebtedness any of the Goods which remain the property of the Seller, but if the Buyer   does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.  

Warranties and Liabilities

Any claim by the Buyer in relation to any defect in the quality or condition of the Goods or their failure to correspond with any specification shall be notified to the Seller within 7 days of the date of delivery of the Goods or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after the discovery of such defect or failure. The Seller shall have no liability for such defect or failure if not notified within such time limits.

The Buyer's sole remedy in relation to any Goods which have any defect in quality or fail to correspond with any specification given shall be either (at the discretion of the Seller) the replacement of such Goods or the refund of the purchase price and such remedy shall only be available if the Goods have been returned to the Seller at the Buyer's cost.

Nothing in these conditions shall limit or exclude the Seller's liability for:

1.death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors (as applicable);

2. fraud or fraudulent misrepresentation;

3. breach of the terms implied by section 12 of the Sale of Goods Act 1979;

4. defective products under the Consumer Protection Act 1987; or

5. any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.

Subject to clause 8.3 the Seller shall, under no circumstances whatsoever, be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

loss of profit;

indirect loss;  

or consequential loss

arising under or in connection with the Contract.

The Seller's total liability to the Buyer in respect of all losses other than those detailed in clause 8.4 above arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall under no circumstances exceed £5000

Neither party shall be liable for any failure or delay in performing these obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event.  A Force Majeure Event means any event beyond a party's reasonable control which by its nature could not have been foreseen or, if it could have been foreseen, was unavoidable including (but not limited to) strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or sub-contractors.

Insolvency of Buyer

This clause applies if:
‍
1. the Buyer makes any voluntary arrangement with it's creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an   administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

3. the Buyer ceases, or threatens to cease, to carry on business; or

4. the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

General

Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at it's registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

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

The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.