These Terms and Conditions of Sale (‘Conditions’) will exclusively apply to any order for Goods from Silverdale Healthcare Ltd of 5 & 6 Old Station Yard, Kirkby Lonsdale, and Lancashire, LA6 2HP, United Kingdom (hereinafter called the ‘Company’) which is placed by the customer (hereinafter called the ‘Customer’). The Conditions and the Order (once accepted by the Company in accordance with the Conditions below) shall together constitute a contract between the Company and the Customer for the sale and purchase of Goods (‘Contract’).
1. Application of these conditions
a. In these Conditions:
the Company to the Customer in accordance with the Contract; and
ii. ‘Order’ means an order for the Goods from the Company placed by the Customer.
b. These Conditions apply to and shall form part of the contract between the Company and the
Customer in relation to the sale and purchase of Goods. They supersede any other terms and conditions of
purchase or supply previously issued.
c. No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase
conditions, order, confirmation of order, specification or other document shall form part of the Contract except
to the extent that the Company otherwise agrees in writing.
d. No variation of these Conditions or to an Order shall be binding except by the written
agreement of a director of the Company.
e. Each Order by the Customer to the Company shall be an offer to purchase the Goods subject
to the Contract including these Conditions.
f. If the Company is unable to accept an Order, it shall notify the Customer as soon as
reasonably practicable.
g. The Company may accept or reject an Order at its discretion. An Order shall not be
accepted, and no binding obligation to supply any Goods shall arise, until the earlier of:
i. the Company’s written acceptance of the Order; or
ii. the Company making the Goods available to the Customer at the Company’s warehouse (5 &
6 Old Station Yard, Kirkby Lonsdale, and Lancashire, LA6 2HP, United Kingdom).
h. Rejection by the Company of an Order, including any communication that may accompany such
rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
i. The Company may issue quotations to the Customer from time to time. Quotations are
invitations to treat only. They are not an offer to supply the Goods and are incapable of being accepted by the
Customer.
j. Marketing and other promotional material relating to the Goods are illustrative only and do
not form part of the Contract.
k. The Contract represents the whole of the agreement between the Company and the Customer and
supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in
respect of its subject matter.
2. Prices
a. Prices for the Goods shall be calculated in accordance with the Company’s scale of charges
in force from time to time or as advised by the Company from time to time before the date the Order is placed
(the ‘Price’).
b. Unless otherwise stated, the Prices are exclusive of:
relevant elements of the Goods which are not included in the standard price which shall be charged in addition
at the Company’s standard rates, and
ii. Value Added Tax (or equivalent sales tax) at the prevailing rate.
c. The Customer shall pay any applicable VAT to the Company on receipt of a valid VAT
invoice.
d. Delivery is free to Customers who place Orders for UK delivery, subject to a minimum order
value.
e. The Company may increase the Prices with immediate effect by written notice where there is
an increase in the direct cost to the Company of supplying the relevant Goods and which is due to any factor
beyond the control of the Company, such as a price increase due to either a shortage in the market or a
manufacturer’s decision we will inform you in writing within 30 days of the increase. Notwithstanding the
foregoing, the Company may increase the Prices at any time with immediate effect on written notice. This in
effect shall void any existing contracts with the Company for any ongoing supply.
3. Payment Terms
a. The Company shall invoice the Customer for the Goods, partially or in full, at any time
following acceptance of the Order.
b. Unless otherwise stated agreed in writing by the Company to the Customer, then the Customer
shall pay all invoices in full without deduction or set-off, in cleared funds within the payment terms specified
on the invoice.
c. Time of payment is of the essence. In case of non-payment by the Customer by due date:
responsible for all reasonable expenses incurred in collection, including legal fees;
ii. the Company reserves the right to sell Goods which have not yet been dispatched to the
Customer to a third party at the Company’s discretion;
iii. the Company may, without limiting its other rights, charge the Customer interest on
overdue invoices; this shall accrue from the date when payment becomes due calculated on a daily basis until the
date of actual payment in full at the rate of 8% per annum above the Bank of England base rate from time to time
in force. Such interest shall accrue after as well as before any judgment.
d. The Company shall be entitled to set-off under the Contract any liability which it has or
any sums which it owes to the Customer under the Contract.
e. Each invoice raised by us to you will be payable in full, without deduction or set off, in
accordance with the standard payment terms specified on the relevant invoice.
4. Carriage and Delivery
a. All Goods are delivered Free Carrier FCA (as defined under Incoterms 2020) from licensed
warehouse premises at 5 & 6 Old Station Yard, Kirkby Lonsdale, and Lancashire, LA6 2HP, United Kingdom to
the nominated courier at the Company’s warehouse address. Risk in the Goods shall pass to the Customer once the
Goods have been collected by the nominated courier at the Company’s warehouse address.
b. The Goods shall be deemed delivered on arrival at the delivery location specified on the
Order by the Company’s nominated courier.
c. The Company undertakes to use all reasonable endeavours to complete delivery of the goods
by the estimated delivery date, but does not guarantee to do so. Any delivery dates specified are indicative
only. Time of delivery shall not be of the essence of the Contract. Delays shall not entitle the Customer to
cancel the Order nor to claim for loss of trade, or profits or other losses or damages against the Company which
may arise out of or in connection with the delay.
d. The Company may deliver Goods by instalments. Each instalment shall be invoiced and paid
for in accordance with the provisions of the applicable Contract.
e. Each instalment delivery under an Order will be treated as a single contract and not
severable. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any
other instalment.
f. The Customer shall make all arrangements necessary to take delivery of the Goods on the day
notified by the Company for delivery.
g. If the Customer fails to accept delivery of the Goods, the Company shall be entitled to
store and insure the Goods and to charge the Customer the reasonable storage and insurance costs. The Company
reserves the right to resell the Goods after a reasonable period of time has elapsed.
h. The Customer shall not be entitled to reject a delivery of the Goods on the basis that an
incorrect volume of the Goods has been supplied, but a pro-rata adjustment to the Price shall be made. The
pro-rata adjustment shall be the Company’s sole liability and the Customer’s sole remedy for delivery of an
incorrect volume of the Goods.
i. The Company shall not be liable to the Customer for any delay or failure of delivery caused
by:
ii. the Customer’s failure to prepare the location as required for delivery of the Goods;
iii. the Customer’s failure to provide the Company (or the Company’s nominated courier, as the
case may be) with adequate instructions for delivery; or
iv. for any reason outside of the Company’s control.
5. Title of Goods
a. Title to the Goods shall remain with the Company until payment in full has been received in
cleared funds for the said Goods, at which point title shall pass to the Customer.
b. Until title to the Goods has passed to the Customer, the Customer shall:
ii. take all reasonable care of the Goods, keep them in the condition in which they were
delivered and store them in accordance with the Company’s instructions and documentation accompanying the Goods;
and
iii. ensure that the Goods are clearly identifiable as belonging to the Company.
c. The Company may, at its option, require the Customer (at the Customer’s expense) to
re-deliver the Goods to the Company or enter any premise where the Goods are stored to re-possess them if:
outstanding 10 Business Days after having been notified of the outstanding payment by the Company; or
ii. if the Customer stops carrying on all or a significant part of its business (or indicates
in any way that it intends to do so), is unable to pay its debts either within the meaning of section 123 of the
Insolvency Act 1986 or if the Company reasonably believes that to be the case, or if the Customer has a freezing
order made against it, or if the Customer has a receiver, manager, administrator or administrative receiver
appointed over all or any part of its undertaking, assets or income.
d. The Customer shall promptly notify the Company in writing if it becomes subject to any of
the events described in clause 5.a.c.ii.
6. Cancellation
a. Customer acknowledges that there may be circumstances in which the Company is unable to
fulfil an Order, such as due to Goods shortages or issues within the supply chain. Accordingly, the Company
shall have the right to cancel the Order for the Goods or for any part of the Goods which have not yet been
delivered or made available to the Customer at the Company’s UK warehouse. In relation to any Order cancelled or
part-cancelled, the Company will notify the Customer as soon as reasonably practicable of such cancellation and,
as the Customer’s sole and exclusive remedy, the Company shall refund the Price or offer a credit note to the
Customer in respect of any Goods which have not yet been delivered or made available and for which the
cancellation relates to.
b. The Customer shall not be entitled to cancel any Order, except with the Company’s prior
written consent. Where the Company does consent to such cancellation, the Customer shall comply with all
reasonable instructions issued by the Company with respect to return or destruction of the Goods.
7. Defects/Product Recall
a. The Company reserves the right to amend or change any specification of the Goods if
required by any applicable statutory or regulatory requirements, or to reflect improvements to its products from
time to time.
b. In these conditions, a ‘defect’ shall be deemed to mean that the Goods do not meet their
written specification, are damaged or that incorrect Goods have been delivered.
c. In the event that the Customer discovers a defect in the Goods then, as the Customer’s sole
and exclusive remedy, the Company shall, issue a refund of the Price or issue a credit note to the value of the
Price of any defective Goods, provided that the Customer:
shortages, such shortage must be reported to the Company within 48 hours of the receipt of the delivery);
ii. provides the Company with sufficient information as to the nature and extent of the defect
and the uses to which the Goods had been put prior to the defect arising;
iii. gives the Company a reasonable opportunity to examine the defective Goods; and
iv. subject to clause 7.d. below, returns the defective Goods to the Company at the Company’s
expense.
d. Any returns must be pre-approved by the Company in writing prior to their return and must
be accompanied by a fully completed ‘Goods Return Form’ detailing the reason for the return (Goods Return Forms
will be issued by the Company). Refrigerated lines may not be returned and must be destroyed by the Customer.
Returns are only available in the UK and Customer’s in the EEA will be required to destroy the Goods at the
Company’s instruction instead.
e. The Company shall not be liable for any defect of the Goods:
negligence;
ii. to the extent the defect is caused by the Customer’s failure to comply with the Company’s
instructions in relation to the Goods, including any instructions on storage;
iii. to the extent the defect is caused by the Company following any specification,
instruction or requirement of or given by the Customer in relation to the Goods; or
iv. where the Customer uses any of the Goods after notifying the Company of the defect.
f. In the event of a product recall, the Company will notify the Customer and the Customer
will be required to return the affected Goods in accordance with the conditions of clause 7.d above or as
otherwise instructed by the Company. The Company may instead require the Customer to destroy the Goods instead.
In the event of a product recall, the Company will, as the Customer’s sole and exclusive remedy, refund the
Price or issue a credit note for the affected Goods.
8. Disclaimer
a. To the fullest extent permitted by law, the Company gives no warranties and makes no
representations in relation to the Goods and all warranties and conditions (including the conditions imposed by
ss 13-15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are
excluded.
b. Without limitation of the foregoing, this Customer understands and agrees that Contract is
a sale of Goods in the United Kingdom (the, ‘UK’). Accordingly, to the fullest extent permitted by law, the
Company gives no warranties and makes no representations relating to Customer’s importation and resale of the
Goods into the European Economic Area (‘EEA’) and elsewhere, including whether or not Customer’s importation and
resale of such Goods will be lawful in jurisdictions outside of the UK. Importation of the Goods into the EEA
and anywhere else in the world which is outside of the UK is done entirely at the Customer’s own risk and the
Company shall not be liable to the Customer whatsoever for any losses, damages or expenses which Customer may
incur in connection with its importation and resale activity.
9. Limitation of liability
a. The Company’s total liability under or in connection with the Contract (regardless of
whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or
misrepresentation) shall not exceed the Price paid or payable under the relevant Order which the claim relates
to.
b. The Company shall not be liable for consequential, indirect or special losses, or for any
of the following (whether direct or indirect): loss of profit; loss of data; loss of use; loss of production;
loss of contract; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); or
harm to reputation or loss of goodwill.
c. Notwithstanding any other provision of the Contract, the liability of the Company shall not
be limited in away way in respect of death or personal injury caused by negligence, fraud or fraudulent
misrepresentation or any other losses which cannot be excluded or limited by applicable law.
10. Indemnity
a. The Customer shall indemnify, and keep indemnified, the Company from an against any losses,
damages, liability, costs (including legal fees) and expenses which the Company may suffer or incur directly or
indirectly as a result of:
ii. The Customer’s use of the Goods which is not in accordance with applicable law in any
jurisdiction in which it conducts activity (including importation and resale).
11. Force majeure
a. Neither party shall have any liability under or be deemed to be in breach of the Contract
for any delays or failures in performance of the Contract which result from an event or sequence of events
beyond a party’s reasonable control. The party subject to the Force Majeure event shall promptly notify the
other party in writing when such the event causes a delay or failure in performance and when it ceases to do
so.
12. Data Protection
a. To the extent the Company collects any personal information about an individual in
connection with the Contract, it will process such personal information for the reasons set out in its privacy
notice, located here: https://silverdalehealthcare.com/uk-pharmaceuticals-suppliers-privacy-statement.
13. General
a. Notices. Any notice will be delivered by hand or sent by recorded delivery, registered post
or registered airmail and satisfactory proof of such delivery must be retained by the sender. All notices will
only become effective on actual receipt. Any notices required to be given in writing to Company should be
addressed to: Attn: Legal, Silverdale Healthcare Ltd, 5 & 6 Old Station Yard, Kirkby Lonsdale, and
Lancashire, LA6 2HP, United Kingdom.
b. Cumulative remedies. The rights and remedies provided in the Contract for the Company are
only cumulative and not exclusive of any rights and remedies provided by law.
c. Assignment. The Customer may not assign, subcontract or encumber any right or obligation
under the Contract, in whole or in part, without the Company’s prior written consent.
d. No partnership or agency. The parties are independent persons. Nothing in the Contract is
intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor
constitute either party the agent of another party for any purpose. Neither party shall have, nor represent that
they have, authority to act as agent for, or to bind, the other party in any way.
e. Equitable relief. The Customer recognises that any breach or threatened breach of the
Contract may cause the Company irreparable harm for which damages may not be an adequate remedy. Accordingly, in
addition to any other remedies and damages available to the Company, the Customer acknowledges and agrees that
the Company is entitled to the remedies of specific performance, injunction and other equitable relief without
proof of special damages.
f. Severance. If any provision of the Contract (or part of any provision) is or becomes
illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the
Contract shall not be affected.
g. Waiver. No failure, delay or omission by the Company in exercising any right, power or
remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall
it preclude or restrict any future exercise of that or any other right, power or remedy. No single or partial
exercise of any right, power or remedy provided by law or under the Contract by the Company shall prevent any
future exercise of it or the exercise of any other right, power or remedy by the Company.
h. Compliance with law. The Customer shall comply with all applicable law and shall maintain
such licences, authorisations and all other approvals, permits and authorities as are required from time to time
to perform its obligations under or in connection with the Contract.
i. Conflicts within Contract. If there is a conflict between the terms contained in the
Conditions and the terms of the Order, the terms of the Conditions shall prevail to the extent of the
conflict.
j. Third party rights. A person who is not a party to the Contract shall not have any rights
under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
k. Dispute Resolution. The parties shall use all reasonable endeavours to reach a negotiated
resolution in relation to any dispute arising between the Customer and the Company out of or in connection with
this Contract. If the dispute has not been resolved within 14 days for the first meeting of the representatives
of the parties then the parties agree to enter into mediation in good faith to settle such dispute and will do
so in accordance with the CEDR Model Median Procedure. The mediator will be nominated by CEDR. The mediation
will take place in Manchester, United Kingdom and the language of the mediation will be English. The Mediation
Agreement referred to in the Model Procedure shall be governed by, and construed and take effect in accordance
with the substantive law of England and Wales. No party may commence any court proceedings or arbitration in
relation to any dispute arising out of the Contract until it has attempted to settle the dispute by mediation
and either the mediation has terminated or the other party has failed to participate in the mediation, provided
that the right to issue proceedings is not prejudiced by a delay. If the dispute is not settled by mediation
within 14 days of commencement of the mediation or within such further period as the parties may agree in
writing, the dispute shall be referred to and finally resolved by arbitration. CEDR shall be the appointing body
and administer the arbitration. CEDR shall apply the UNCITRAL rules in force at the time arbitration is
initiated. In any arbitration commenced pursuant to this clause, the number of arbitrators shall be 1 and the
seat or legal place of arbitration shall be Manchester, England.
l. Governing law. This Contract and any dispute or claim arising out of or in connection with
it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and
construed in accordance with, the laws of England and Wales.
m. Jurisdiction Subject to clause 31.k., each party irrevocably agrees that the courts of
England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in
connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).