1.1 Except where condition 8 applies, these terms and conditions apply to every order placed by Pharmacy2U/Direct Healthcare Limited (T/A ChemistDirect) ("P2U/DHL") with any individual, firm or company (the "Supplier"). No terms and Conditions in or attached to any catalogue, invoice or other sales literature or document or tender or dispatch/delivery note which are inconsistent with these terms and conditions or which purport to add to or vary them in any way shall not have any effect unless expressly accepted by P2U/DHL in writing. In the absence of such written acceptance, the Supplier shall be deemed to have withdrawn or waived his terms and conditions and to contract solely on the basis of these terms and conditions and acceptance of goods and/or services shall not constitute or be deemed to constitute acceptance by P2U/DHL of the Suppliers terms and conditions. The contract shall commence and the Supplier will be contractually bound upon the despatch of a purchase order by P2U/DHL.
2. PURCHASE ORDER
2.1 The Supplier shall ensure that the goods and/or services shall:
(a) correspond with the quantity, type, sort, quality and description set out in the purchase order;
(b) meet the performance standards and dates specified on the purchase order or notified to the Supplier by P2U/DHL;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the supplier or made known to the supplier by P2U/DHL;
(d) where applicable, be free from defects in design, materials and workmanship and remain so for 12 months after delivery;
(e) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods;
(f) have as a minimum 6 months shelf life remaining for general items, or 12 months for baby formula.
2.2 If the goods and/or services do not comply with the P2U/DHL purchase order and/or instructions, P2U/DHL is entitled at its option to either return the goods at the risk of the Supplier; reject the goods and/or services; require the Supplier to re-perform the services or accept the whole or part of the goods and/or services supplied by the Supplier but without prejudice to any rights of P2U/DHL to claim compensation or damages for loss or damage suffered as a result of failure to comply.
2.3 If the Supplier fails to deliver the Goods and/or perform the Services by the date specified in the purchase order P2U/DHL shall be entitled to terminate the contract without notice.
3. PRICE, PAYMENT AND SET OFF
3.1 The price for the goods and/or services shall be the price set out in the purchase order and shall be inclusive but not limited to the costs of packaging, insurance and carriage of the goods and/or provision of the services. No extra charges shall be effective unless agreed by P2U/DHL.
3.2 In respect of goods, the Supplier shall invoice P2U/DHL on or at any time after completion of delivery. In respect of services, the Supplier shall invoice P2U/DHL in full, monthly, or quarterly as agreed. The valid VAT invoice must contain the purchase order number and shall include such supporting information required by P2U/DHL to verify the accuracy of the invoice.
3.3 P2U/DHL will pay the invoiced amounts within the agreed payment terms, from the date of a valid and correct invoice to a bank account nominated in writing by the Supplier and verified by the finance team at P2U/DHL as part of the new supplier set up process.
3.4 P2U/DHL may, without limiting its other rights or remedies, set off any amount owing to it by the Supplier against any amount payable by P2U/DHL to the Supplier.
4.1 Where the Supplier is not the manufacturer of the Goods, the Supplier shall endeavour to transfer to P2U/DHL the benefit of any warranty or guarantee given to the Supplier.
4.2 The Supplier warrants that (subject to the other provisions of these conditions) upon delivery, the Goods shall:
4.2.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
4.2.2 be reasonably fit for purpose; and
4.2.3 be reasonably fit for any particular purpose for which the Goods are being bought if P2U/DHL had made known that purpose to the Supplier in writing and the Supplier has confirmed in writing that it is reasonable for P2U/DHL to rely on the skill and judgment of the Supplier.
4.3 If any of the Goods do not conform with any of the warranties in condition 8.2, the Supplier shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Supplier so requests, P2U/DHL shall, at the Supplier's expense, return the Goods or the part of such Goods which is defective to the Supplier.
5. INDEMNITY, WARRANTY AND INSURANCE
5.1 The Supplier shall hold and keep P2U/DHL indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by P2U/DHL due to or arising out of the performance of the contract or any breach by the Supplier of these terms and conditions or any term or obligation implied by law or any statutory provision that may be in force from time to time. The Supplier shall at all times have sufficient insurances in place and provide written evidence to P2U/DHL upon request.
5.2 The Seller warrants to the Buyer that the Goods:-
5.2.1 will, both at the time of delivery and for a reasonable period of time thereafter, be of the best available design, quality, material and workmanship and conform in all respects with the Order and Specification supplied or advised by the Buyer to the Seller;
5.2.2 will be free from defects in design, material and workmanship;
5.2.3 will correspond with any relevant Specification or sample; and
5.2.4 will comply with all statutory requirements and regulations relating to the sale of the Goods.
The Supplier shall treat all confidential information belonging to P2U/DHL as confidential and safeguard it accordingly, and shall not disclose any confidential information without the prior written consent of P2U/DHL.
In addition to clause 2.3, if at any time after the commencement of the contract the Supplier commits: a material or persistent breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days after receiving notice of the breach; commits a material breach which cannot be rectified, then P2U/DHL may terminate the contract with immediate effect.
8.1 Force majeure: Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under the Contract if and to the extent such delay or failure is caused by an event or circumstance which is beyond the reasonable control of that party which by its nature could not have been foreseen by such a party or if it could have been foreseen was unavoidable. If such event or circumstances prevent the Supplier from supplying the Goods and/or Services for more than 1 week, P2U/DHL shall have the right, without limiting its other rights or remedies, to terminate this Contract with immediate effect by giving written notice to the Supplier.
8.2 Assignment and subcontracting: The Supplier shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of P2U/DHL.
8.3 Notices: Any notice or other communication required to be given under or in connection with this Contract shall be in writing and shall be delivered to the other party by prepaid first-class post or by email.
8.4 Waiver No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of the contract shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this contract.
8.5 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership of any kind between any of the parties.
8.6 Contracts (Rights of Third Parties) Act 1999: A person who is not a party to the Contract shall not have any rights under or in connection with it.
8.7 Variation: Any variation, including any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by P2U/DHL.
8.8 Severance: of any provision in this contract shall in whole or in part be held to any extent to be unlawful or unenforceable under any enactment or rule of law, the remainder of the provisions shall stand in full force and effect.
8.9 Statutory Requirements: the Supplier shall comply with all statutes, orders, regulations or bye laws applicable to the performance of this contract and shall indemnify P2U/DHL against all losses, claims or liabilities, expenses, proceedings or otherwise as a result of the Suppliers noncompliance with the same.
8.10 Governing law and jurisdiction: The Contract shall be governed by, and construed in accordance with English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
9. TERMS AND CONDITIONS
These terms and conditions will apply unless P2U/DHL specifies different terms and conditions in its tender or quotation documentation or some other contract entered into by the parties. If different terms and conditions are specified by P2U/DHL those terms and conditions will override the purchase order terms and conditions and will apply instead of these.