Purchasing Terms & Conditions

 General terms and conditions of purchase for goods and services of prolife distribution ltd:

1. DEFINITIONS

In these terms and conditions:

Buyer means Prolife Distribution, whose registered office is at Unit R, Paddock Wood Distribution Centre, Transfesa Road, Paddock Wood, Kent, TN12 6UU.

Contract means the individual contract entered into by the Buyer and the Seller for the Sale and Purchase of the

Supplies on these terms and conditions:

Delivery Point means the address stated in the Purchase Order or such other address as is notified to the Seller by the Buyer.

Loss(es) means all direct, indirect or consequential liability, all losses, damages, expenses, costs, claims, proceedings, or demands including legal and other professional expenses.

Purchase Order means the individual official numbered purchase order placed by the Buyer on these terms and conditions and any Special Conditions, or multiple purchase orders placed by the Buyer in relation to a specific agreement.

Seller means the company, partnership or person selling the Supplies.

Supplies means all supplies, articles, materials, goods, work or services specified in the Purchase Order or as may be amended from time to time.

Special Conditions means the terms and conditions (if any) attached or referred to in these terms and conditions or in a Purchase Order.

2. GENERAL

2.1 These terms and conditions are the only terms and conditions upon which the Buyer is prepared to deal with the Seller and they shall govern the Contract to the entire exclusion of all other terms or conditions, including the terms and conditions of the Seller, whether express or implied (other

than those imposed by law and/or any prior representations made by the Buyer to the Seller which are incorporated herein by reference).

2.2 Each Purchase Order for Supplies by the Buyer from the Seller shall be deemed to be an offer by the Buyer to purchase Supplies subject to these terms and conditions. All orders placed on a Purchase Order by the Buyer shall, where Purchase Orders for the same or similar Supplies have been placed by the Buyer with the Seller in the past, be deemed to have been accepted by the Seller unless (where the Seller has not already agreed to provide future Supplies) the Seller sends written notification to the Buyer within five days of the date of the Purchase Order.

2.3 No terms or conditions endorsed upon, delivered with or contained in the Seller’s quotation, acknowledgement or acceptance of order, specification or similar document will form part of the Contract and the Seller waives any right which it otherwise might have to rely on such terms and conditions.

2.4 The Buyer may provide forecasts of its likely requirements of Supplies ("Forecasts") for one or more months following the month in which the Forecast is placed. While the Buyer shall endeavour to provide accurate Forecasts, it shall not be bound by any Forecasts and any Purchase Order may vary from the Forecast to which it relates. The Seller agrees to accept future Purchase Orders pursuant to Forecasts placed (whether or not changed by the Buyer).

2.5 The Buyer shall be under no responsibility to accept delivery of Supplies for which a Purchase Order has not been properly provided by the Buyer. Deliveries of Supplies other than in accordance with a Purchase Order may (at the Buyer’s option) be returned to the Seller at the Seller’s expense and risk.

3. VARIATION

3.1 These terms and conditions apply to all of the Buyer’s purchases and any variation to these terms and conditions shall have no effect unless expressly agreed in writing and signed by a duly authorised signatory of the Buyer. No action on the part of the Buyer, whether by accepting the

Supplies or otherwise, shall be construed as an acceptance of any other terms and conditions.

4. SPECIFICATION, DESCRIPTION, SAMPLE AND INTELLECTUAL PROPERTY RIGHTS

4.1 The Supplies will be in conformity with the specifications, drawings, samples or other descriptions of the Supplies contained or referred to in this Purchase Order or otherwise supplied to the Seller by the Buyer in writing. Any Intellectual Property Rights in any work commissioned by the Buyer or developed by the Seller to complete an order or used by the Seller specifically in the manufacture of the Supplies (together, “Buyer Property”) shall be the exclusive property of the Buyer. The Seller shall not use or disclose any such specification, description or sample or any such Intellectual

Property Rights except to the extent necessary to fulfil its obligations under the Contract.

4.2 The Seller shall keep all Buyer Property in safe custody at its own risk insured for its full replacement value against all risks and maintained and kept in good condition by the Seller until returned to the Buyer and shall not dispose of any of it other than in accordance with the Buyer’s written instructions, nor shall such items be used otherwise than as authorised by the Buyer in writing.

4.3 The Seller shall do all such acts and execute all such documents as the Buyer may require to assign to it all Intellectual Property Rights described in Condition 4.1 above.

5. QUALITY

5.1 The Supplies shall be of the best available design quality, material and workmanship, without fault and conform in all respects with the Purchase Order and specification and/or patterns or samples supplied or advised by the Buyer to the Seller.

5.2 The Buyer’s rights under these terms and conditions are in addition to the statutory conditions implied in favour of the Buyer by the Sale of Goods Act 1979.

5.3 At any time prior to or promptly following delivery of the Supplies to the Buyer, the Buyer shall have the right to inspect and test the Supplies. If the Buyer believes that the Supplies do not conform or are unlikely to conform with the Purchase Order or to any specifications and/or patterns or samples supplied or advised by the Buyer to the Seller, the Buyer shall inform the Seller and the Seller shall immediately take such action as is necessary to ensure conformity and in addition the Buyer shall have the right to require and witness further testing and inspection.

5.4 Notwithstanding any such inspection or testing, the Seller shall remain fully responsible for the Supplies and any such inspection or testing shall not diminish or otherwise affect the Seller’s obligations under the Contract.

5.5 If any of the Supplies fail to comply with the provisions set out in Condition 5.1 the Buyer shall be entitled to avail itself of any one or more remedies listed in Condition 14 and all such rights and remedies shall be available on a cumulative basis.

6. WARRANTY

6.1 The Seller warrants to the Buyer that: (i) any Supplies performed by the Seller will be provided or performed by or using appropriately qualified and trained personnel, provided or performed with due care and diligence and to such high standard of quality as is reasonable for the Buyer to expect in all the circumstances; (ii) the Supplies shall be fit for any purpose held out by the Seller or made known to the Seller or for which the are commonly used; (iii) the Supplies shall be of the best available design and durability, of the best quality, material and workmanship, be without fault (whether in design, material and/or workmanship) and conform in all respects with the Purchase Order and specification and/or patterns or samples supplied or advised by the Buyer to the Seller; and (iv) the Seller shall comply with all statutory requirements and regulations relating to the sale of the Supplies and the services performed. The Seller further warrants that it shall comply with the Buyer’s Code of Conduct as provided to the Supplier from time to time

7. TERMINATION

7.1 The Buyer may cancel a Purchase Order in respect of all or part only of the Supplies by giving notice to the Seller at any time prior to delivery or performance 

8. INDEMNITY AND INSURANCE

8.1 The Seller shall indemnify and keep indemnified the Buyer, its agents, employees, officers, subsidiaries, associated companies and assigns in full against all Losses in respect of (i) defective workmanship, quality or material breach; (ii) any infringements of Intellectual Property Rights arising out of the purchase, sale or use of any Supplies except to the extent that any such claim arises from strict compliance by the Seller with a specification or design supplied by the Buyer (iii) any claim made against the Buyer in respect of any Loss sustained by the Buyer’s employees or agents or by any customer or third party to the extent that such Loss was caused by, relates to or arises from the Supplies; (iv) any liability under the Consumer Protection Act 1987 in respect of the Supplies; and (v) any act or omission of the Seller, its employees, agents or subcontractors in supplying, delivering and installing the Supplies and the performance of any services which form part of the Supplies or any other services, save in so far as such Losses arise directly from the Buyer’s negligence. 

8.2 The Seller shall effect and maintain insurance with a substantial and reputable insurance company to cover its liabilities under this contract or under statute for at least £2 million in respect of any one occurrence, the number of occurrences being unlimited. The Seller will, on request, produce evidence of any relevant policies to meet these obligations. 

8.3 Neither party excludes or limits its liability for personal injury, death or for fraud or fraudulent misrepresentation.

9. PRICE

9.1 The price of the Supplies shall be as stated in the Purchase Order (or Special Conditions as the case may be) and shall be exclusive of any applicable value added tax (which shall only be payable by the Buyer on receipt of a valid VAT invoice); and inclusive of all charges for packaging, carriage, insurance and delivery of the Supplies to the Delivery Point and any duties, taxes or levies other than Value Added Tax.

9.2 The Buyer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Seller, whether or not shown on its own terms and conditions of sale.

9.3 Price increases will only be accepted by The Buyer with 60 days written notice before the price increase comes into affect. For the price increase to be accepted, justification including support of raw material or labour costs increases must be supplied to The Buyer. Without sound justification, a price increase will not be accepted The Buyer will without payments to the difference of the price increase. 

10. PAYMENT

10.1 The Seller shall invoice the Buyer at the address set out on the front of the Purchase Order after delivery of the Supplies and each invoice and packing list shall quote the Purchase Order number, item number(s) and line item number(s).

10.2 The Buyer shall, except in the event of a dispute and subject to receipt of the necessary invoice, quoting correct Purchase Order number, pay for the Supplies within 60 days of receipt of a validly issued invoice or by such other time as may be agreed between the parties. 

10.3 Agreed payment terms between the Buyer and Seller will begin from the date that a valid invoice is received. 

10.4  If a correct invoice if not produced by The Seller in a suitable time frame, then The Buyer reserves the right to return the goods at The Buyers cost.

11. DELIVERY / ACCEPTANCE/ PERFORMANCE

11.1 Delivery shall be made by the Seller, carriage paid, on the date set out in the Purchase Order to the Delivery Point. The Buyer accepts no responsibility for Supplies delivered outside specified times and unless otherwise stipulated by the Buyer in the Purchase Order, deliveries shall only be accepted by the Buyer in normal business hours.

11.2 An advice/delivery note quoting the Seller’s name and the Purchase Order number (and Seller’s stock number) and any additional information in the Special Conditions must accompany each delivery or consignment of Supplies and must be displayed prominently on each delivery or consignment. Where the Special Conditions specify other documents be provided (for example a Certificate of Analysis, manufacturer’s batch number or other manufacturing records, for traceability) these should be attached to the advice/delivery note.

11.3 Unless agreed in writing the Buyer shall not be obliged to return any packaging or packaging materials. If the Supplies are to be delivered in instalments the Contract must, unless otherwise agreed by the Buyer in writing, be treated as a single Contract and not severable.

11.4 Without prejudice to any liability the Seller may have, the Seller must report immediately to the Buyer the occurrence of any event either within or beyond its control which is likely to affect delivery of the Supplies.

11.5 Time is of the essence as to the delivery of the Supplies.

11.6 If delivery of the goods is delayed due to circumstances not relating to The Buyer, upon delivery, they can be rejected and costs occurred will be fulfilled by The Seller

11.7 Any customs/storages charges that result due to The Seller not providing the correct import documents will be the responsibility of The Supplier

8. TITLE

8.1 All property and title in the Supplies shall pass to the Buyer (without prejudice to any right of rejection) upon the earlier of payment for the Supplies being made by the Buyer or proper delivery of the Supplies to the Delivery Point/proper performance. Risk shall pass to the Buyer when the Supplies are properly delivered to the Delivery Point/properly performed.

9. FORCE MAJEURE

9.1 The Buyer reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Supplies ordered if it is prevented from or delayed or hindered in the carrying on of its business due to circumstances beyond the reasonable control of the Buyer including, without limitation, acts of God, governmental actions, terrorism or the threat of terrorism war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), unexpected cost increases or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials or the amendment or coming into force of any legal provision adversely affecting the Buyer in relation to the supply of Supplies, including any Economic Sanctions Law.

10. REMEDIES

Any remedy available to the Buyer is cumulative and is not in lieu of any other remedy. Without prejudice to any other right or remedy which the Buyer may have, if any Supplies are not supplied in accordance with, or the Seller fails to comply with, any of the terms of this Contract or if any Purchase Order is not or is only partially fulfilled by the agreed delivery date, the Buyer shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Supplies have been accepted by the Buyer:

10.1 to accept the Supplies;

10.2 to rescind the Contract or to cancel that Purchase Order in respect of those Supplies that have not been delivered on time;

10.3 to reject the Supplies (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that the price for the Supplies shall be apportioned accordingly, and a full refund for the Supplies so returned shall be paid forthwith by the Seller;

10.4 at the Buyer’s option to give the Seller the opportunity at the Seller’s expense either to remedy any defect in the Supplies or to supply replacement Supplies and carry out any other necessary work to ensure that the terms of the Contract are fulfilled within a time limit specified by the Buyer;

10.5 to refuse to accept any further deliveries of the Supplies but without any liability being owed to the Seller;

10.6 to carry out at the Seller’s expense any work necessary to make the Supplies comply with the Contract; and

10.7 to claim such damages as may have been sustained in consequence of the Seller’s breaches of the Contract.

10.8 to attend the Seller’s premises to inspect and/ or uplift goods and materials. 

11. ASSIGNMENT AND SUBCONTRACTING

The Buyer shall be entitled to assign, transfer or sub-contract the whole or any part thereof of its rights or obligations under the Contract. The Seller shall not assign or transfer the whole or any part of the Contract or subcontract the production or supply of any Supplies to be delivered under this

Contract without the prior written consent of the Buyer, but where the Seller does sub-contract its obligations under the Contract, with or without consent of the Buyer, the Seller shall retain liability for such production or supply as if the Seller had produced or supplied the Supplies.

12. GOVERNING LAW

12.1 The Contract and any dispute or claim arising out of or in connection with it, or its subject matter or formation, whether of a contractual or noncontractual nature, shall in all respects be governed by and construed in accordance with English law.

13. SLOW SELLING GOODS

13.1 All goods purchased by The Buyer are done so on good faith that the products will sell. If the goods reach 50% of the shelf life, The Buyer reserves the right to return the goods for a credit note of the full invoice value, or The Buyer will sell the goods at discounted rate and The Seller will contribute towards the lost revenue. 

14. MISSING/DAMAGED GOODS

14.1 If deliveries are received that have missing or damaged goods, The Seller will either i) provide a replacement ii) provide a credit note. If goods are shipped from outside EU, any shipping charges and customs charges that have been levied on the damaged/missing goods will also be charged by to The Supplier

15. SHELF LIFE

15.1 All goods received by The Buyer must have 75% of the maximum shelf life and no less than 12 months when received at The Buyers warehouse. Any products received with shorter shelf life may be rejected and returned unless otherwise agreed. Any products returned due to be received with a shorter shelf life will be returned at The Sellers costs.

16. FORMULA CHANGES

16.1  Any changes to product formulations must be notified to the buyer before goods are shipped. If notification is not received, the buyer reserves the right to return the goods and levy any costs associated with returns from the buyers customers.