Oaklands Animal Health Ltd
6b Parkway Porters Wood, St Albans, Hertfordshire, United Kingdom, AL3 6PA
Registered in England and Wales with company number 10356492
Value added tax number 251808214
STANDARD CONDITIONS OF SALE
THESE CONDITIONS SHALL APPLY TO ANY CONTRACT BETWEEN YOU AND US FOR THE SUPPLY OF PRODUCTS BY US (SEE CONDITION 1). PLEASE READ ALL OF THEM CAREFULLY, THEY CONTAIN EXCLUSIONS AND LIMITATIONS OF OUR LIABILITY UNDER ANY SUCH CONTRACT. YOUR ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CONDITION 13.
YOUR ORDER(S) CONFIRMED IN WRITING TO US IS ACCEPTED ON THE BASIS THAT THE CONDITIONS, AS STATED HEREAFTER, SHALL APPLY TO THE CONTRACT BETWEEN US FOR THE SUPPLY OF THE PRODUCTS DETAILED IN THAT ORDER (SEE CONDITION 1).
IN THESE CONDITIONS, THE “SELLER” SHALL REFER TO OAKLANDS ANIMAL HEALTH LTD; THE “PURCHASER” SHALL REFER TO THE PERSON, FIRM OR COMPANY WHO PURCHASES THE GOODS FROM THE SELLER; AND THE “GOODS” SHALL REFER TO THE PRODUCTS DETAILED IN THE PURCHASER’S ORDER TO THE SELLER.
1 Formation of contract
1.1 Any order sent to the Seller by the Purchaser shall constitute an order and an offer by the Purchaser which may be accepted entirely at the discretion of the Seller and, if so accepted, will only be accepted upon these conditions (hereafter referred to as the “Conditions”) and by means of the Seller’s standard order acknowledgment or confirmation form or the Seller undertaking any act consistent with fulfilling the Purchaser’s order. A quotation for goods given by the Seller shall not constitute an offer.
1.2 Each order which is so accepted shall constitute an individual legally binding contract between the Seller and the Purchaser and such contract is hereafter referred to in these Conditions as an “Order”. The Order constitutes the entire agreement between the parties and the Purchaser acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Seller which is not set out in the Order.
1.3 These Conditions shall override any contrary, different or additional terms or conditions, if any, contained on or referred to in a purchase order form or other documents or correspondence from the Purchaser or which may be implied by trade, custom, practice or course of dealing, and no addition, alteration or substitution of these Conditions will bind the Seller or form part of any Order unless they are expressly accepted in writing by a person authorised to sign on the Seller’s behalf.
1.4 These Conditions shall be considered as drafted with the joint participation of the parties and no provision of these Conditions shall be construed adversely to a party on the ground that such party was responsible for the preparation of these Conditions or that provision.
No sample, drawing, specification, descriptive material, written or oral representation, correspondence, statement or advertising, promotional or sales literature shall form part of or be incorporated by reference into the Order and shall not have any contractual force unless it is expressly accepted in writing by a person authorised to sign on the Seller’s behalf.
Subject to Condition 7, the Purchaser shall be deemed to have accepted all Goods, and the Goods shall be considered as delivered, upon their delivery by the Seller in accordance with Condition 4.5.
4 Delivery and risk
4.1 Unless otherwise stated in the Order, the price quoted is on an ex works basis at the Seller’s premises and therefore excludes delivery to the address specified in the Order.
4.2 Any time or date for delivery given by the Seller is given in good faith, but is an estimate only. Time for delivery is not of the essence and may not be made of the essence by notice.
4.3 The Seller may deliver the Goods by instalments, which shall be invoiced and paid for separately.
4.4 Risk in the Goods shall pass to the Purchaser upon delivery.
4.5 Delivery shall take place:
4.5.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Purchaser that those Goods are available for collection; or
4.5.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery of the Goods to the address specified in the Order or, if the Purchaser wrongfully fails to take delivery of those Goods, then the time when the Seller has tendered delivery of those Goods.
4.6 If, in respect of an Order, the Seller delivers up to and including 10% (ten per cent) more or less than the quantity of Goods ordered, the Purchaser shall not be entitled to reject the Order, but a pro rata adjustment shall be made to the Order invoice.
5 Title and payment
5.1 The Seller warrants that, except in relation to Intellectual Property Rights of third parties as referred to in Condition 5.3, the Seller has good title to the Goods and that, pursuant to section 12(3) of the Sale of Goods Act 1979, or section 2(3) of the Supply of Goods and Services Act 1982, whichever Act applies to the Order, it will transfer such title as it may have in the Goods to the Purchaser pursuant to Condition 5.8.
5.2 The Seller warrants that it is not aware of any actual or alleged infringements of any Intellectual Property Rights of third parties which relate to the Goods other than those, if any, which the Seller has disclosed to the Purchaser prior to acceptance of the Order.
5.3 The Seller shall have no liability to the Purchaser, other than as provided in Condition 10, in the event that the Goods to be supplied under the Order infringe any Intellectual Property Rights of a third party, including without limitation by reason of their possession, sale or use, whether alone or in association or combination with any other goods. The Seller gives no warranty that the Goods to be supplied under the Order will not infringe as aforesaid, and all conditions, warranties, stipulations or other statements whatsoever relating to such infringement or alleged infringement, if any, whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded to the fullest extent permitted by law.
5.4 Unless otherwise stated in the Order or otherwise agreed by the Seller in writing, payment of the price of the Goods comprised in each consignment delivered pursuant to an Order shall become due at 14 (fourteen) days after the date of issue of the relevant invoice by the Seller. The Seller may invoice the Purchaser for the Goods on or at any time after completion of delivery and time for payment shall be of the essence. Unless otherwise stated in the Order, the price of the Goods is exclusive of amounts in respect of value added tax (hereafter referred to as “VAT”). The Purchaser shall, on receipt of a valid VAT invoice from the Seller, pay to the Seller such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
5.5 Any payment deferral, credit or return terms granted to the Purchaser by the Seller may be changed or cancelled at any time.
5.6 If the Purchaser fails to make any payment due to the Seller under the Order by the due date for payment, then the Purchaser shall pay interest on the overdue amount at 4% (four per cent) per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Purchaser shall pay the interest together with the overdue amount.
5.7 The Purchaser shall pay all amounts due under the Order in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
5.8 Title to the Goods comprised in each consignment shall not pass to the Purchaser until the Purchaser has paid their price to the Seller in cash or cleared funds, but, even though title has not passed, the Seller shall be entitled to sue for their price once payment in respect of them has become due. If, before title to the Goods passes to the Purchaser, the Purchaser becomes subject to a Termination Event then, without limiting any other right or remedy the Seller may have, the Seller may at any time:
5.8.1 require the Purchaser to deliver up all the Goods in its possession which have not been irrevocably incorporated into another product; and
5.8.2 if the Purchaser fails to do so promptly, enter any premises of the Purchaser or any third party where the Goods are stored in order to recover them.
5.9 For the purposes of this Condition, the capitalised term “Termination Event” means:
5.9.1 the Purchaser commits a material breach of any term of the Order (which without limitation shall include those terms as to payment by the Purchaser);
5.9.2 the Purchaser suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
5.9.3 the Purchaser commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangements with its creditors other than (where the Purchaser is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Purchaser with one or more other companies or the solvent reconstruction of the Purchaser;
5.9.4 (being a company) a petition if filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Purchaser, other than for the sole purpose of a solvent amalgamation of the Purchaser with one or more other companies or the solvent reconstruction of the Purchaser;
5.9.5 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Purchaser;
5.9.6 (being a company) the holder of a qualifying floating charge over the Purchaser’s assets has become entitled to appoint or has appointed an administrative receiver;
5.9.7 a person becomes entitled to appoint a receiver over the Purchaser’s assets;
5.9.8 (being an individual) the Purchaser is the subject of a bankruptcy petition or order;
5.9.9 a creditor or encumbrancer of the Purchaser attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 (fourteen) days;
5.9.10 an event occurs, or proceeding is taken, with respect to the Purchaser in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Conditions 5.9.2 to 5.9.9 (inclusive);
5.9.11 the Purchaser suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
5.9.12 the Purchaser’s financial position deteriorates to such an extent that in the Seller’s opinion the Purchaser’s capability to adequately fulfil its obligations under the Order has been placed in jeopardy; or
5.9.13 (being an individual) the Purchaser dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation.
5.10 If the Purchaser becomes subject to a Termination Event, the Seller may terminate the Order and may suspend provision of goods under any other contract between the Seller and the Purchaser with immediate effect by giving written notice to the Purchaser.
5.11 On termination of the Order for any reason, the Purchaser shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices.
5.12 Should the Seller be required to enforce the terms of the Order against the Purchaser (including without limitation to recover the price of the Goods) then the Purchaser shall indemnify the Seller against all costs and expenses (including professional and legal costs and expenses on a full indemnity basis) suffered or incurred by the Seller arising out of or in connection with the Seller enforcing the terms of the Order.
5.13 Any provision of the Order that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
If the Seller shall be unable, through circumstances beyond its control, including without limitation lack of shipping instructions from the Purchaser, to deliver the Goods within 14 (fourteen) days after notification to the Purchaser or its agent that the Goods are ready for delivery, the Seller shall be entitled to arrange storage on behalf of the Purchaser. All costs incurred by the Seller for storage or insurance shall be paid by the Purchaser within 14 (fourteen) days of submission of an invoice.
7 Damage or loss in transit
The Seller will replace free of charge any Goods proved to the Seller’s reasonable satisfaction to have been damaged or lost in transit provided that within 3 (three) days after delivery or the due date for delivery, as the case may be, the Seller has received from the Purchaser notification in writing of the occurrence of the damage or loss and also, if and so far as practicable, of its nature and extent.
8 Force Majeure
8.1 The Seller shall not be under any liability for any failure or delay in performing any of its obligations under the Order due to Force Majeure. Following notification by the Seller to the Purchaser of such cause, the Seller shall be allowed a reasonable extension of time for the performance of its obligations.
8.2 For the purposes of this Condition, “Force Majeure” means fire, explosion, flood, lightning, Act of God, act of terrorism, war, rebellion, riot, sabotage, official strike or similar official labour dispute, default of suppliers or sub-contractors, or events or circumstances outside the reasonable control of the party affected thereby.
9 Exclusion of warranties
9.1 To the fullest extent permitted by law, all conditions, warranties, stipulations or other statements whatsoever concerning the Goods, whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded; in particular but without limitation of the foregoing the Seller grants no warranties regarding the fitness for purpose, performance, use, nature or quality of the Goods, whether express or implied, by statute, at common law or otherwise howsoever.
9.2 Entirely at the Seller’s discretion, in the event that a complaint is made regarding the Goods, the Seller shall have the right to request samples from the Purchaser for testing and, again at its own discretion, provide replacement goods or provide a credit in respect of the Goods.
10 Intellectual Property Rights
10.1 In the event that any claim is made against the Purchaser for infringement of Intellectual Property Rights arising directly from the use or sale by the Purchaser of the Goods, the Seller at its own option and expense may conduct any ensuing litigation and all negotiations for a settlement of the claim. The Seller will bear the costs of any payment, either by way of a lump sum or a continuing royalty payment, made in settlement, or as a result of an award in a judgment against the Purchaser in the event of litigation.
10.2 The benefit of Condition 10.1 is granted to the Purchaser by the Seller only in the event that the Purchaser shall give the Seller the earliest possible notice in writing of any such claim being made or action threatened or brought against it, shall make no admission of liability or take any other action in connection therewith, shall permit the Seller to have the conduct of the claim pursuant to Condition 10.1, and shall, at the Seller’s expense, give all reasonable information, co-operation and assistance to the Seller, including without limitation lending its name to proceedings, in relation to the conduct of the claim. In addition, if it is made a condition of any settlement made by the Seller, or judgment awarded against the Purchaser, pursuant to Condition 10.1, the Purchaser shall return or destroy, as applicable, all infringing Goods still under its control subject to a refund by the Seller of any payment for such Goods already made less a reasonable allowance for depreciation of the Goods by reason of their use, if any, by the Purchaser prior to their return or destruction as aforesaid.
10.3 The provisions of Condition 10.1 shall not apply to any infringement caused by the Seller having followed a formula, design or instruction furnished or given by the Purchaser nor to any use of the Goods in a manner or for a purpose which shall have been specifically prohibited in writing by the Seller, nor to any infringement which is due to the use of such Goods in association or combination with any other product. To the extent that any of these circumstances apply, the Purchaser shall indemnify the Seller against all liabilities, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with such circumstances.
10.4 Any formula, design or instruction furnished or given by the Purchaser shall not be such as will cause the Seller to infringe any Intellectual Property Rights.
10.5 For the purposes of these Conditions, the capitalised term “Intellectual Property Rights” means patents, rights to inventions, know-how, trade secrets and other confidential information, registered designs, unregistered designs, registered trade marks, unregistered trade marks, and copyright, having effect, as the case may be, in the United Kingdom or, in relation to any formula, design or instruction furnished or given by the Purchaser, the world.
10.6 The foregoing states the Seller’s entire liability to the Purchaser and the Purchaser’s sole and exclusive remedies against the Seller in connection with claims based on or resulting from the infringement of Intellectual Property Rights, of any kind whatsoever, of third parties.
Both the Seller and the Purchaser shall each keep confidential and shall not without the prior consent in writing of the other disclose to any third party any technical or commercial information which it has acquired from the other as a result of discussions, negotiations and other communications between them relating to the Goods and the Order.
12 Economic loss
Subject to Condition 14, and notwithstanding anything contained in these Conditions, other than Condition 14, or the Order, in no circumstances shall the Seller be liable, in contract, tort (including negligence), or breach of statutory duty, or otherwise howsoever, and whatever the cause thereof:
- for any loss of profit, business, contracts, revenues, or anticipated savings; or
- for any special, indirect or consequential damage of any nature whatsoever.
13 Limitation of liability
13.1 The Purchaser acknowledges and agrees that it is a business customer by virtue of the Goods being received by it for its business purposes.
13.2 Subject to Condition 14, and notwithstanding anything contained in these Conditions, other than Condition 14, or the Order, the Seller’s total liability to the Purchaser in respect of the Order, in contract, tort (including negligence), or breach of statutory duty, or howsoever otherwise arising, shall be limited to 150% (one hundred and fifty per cent) of the price of the Goods specified in the Order.
13.3 The Purchaser acknowledges that:
13.3.1 it has read and fully understood the limitations and exclusions of the obligations and liabilities of the Seller set out in these Conditions;
13.3.2 it has freely agreed to them;
13.3.3 they are reasonable and formed the basis for setting the price of the Goods;
13.3.4 it freely accepts the risks associated with them; and
13.3.5 it is able to insure itself against all or some of those risks should it so desire.
14 Unfair Contract Terms Act 1977
14.1 If and to the extent that section 6 and/or section 7(3A) of the Unfair Contract Terms Act 1977 applies to the Order, no provision of these Conditions shall operate or be construed to operate so as to exclude or restrict the liability of the Seller for breach of the express warranties contained in Condition 5, or for breach of the applicable warranties as to title and quiet possession implied into the Order by section 12(3) of the Sale of Goods Act 1979, or section 2(3) of the Supply of Goods and Services Act 1982, whichever Act applies to the Order, or for any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
14.2 Where the Purchaser is a natural person, and if and to the extent that section 2(1) of the Unfair Contract Terms Act 1977 applies to the Order, nothing in these Conditions shall operate or be construed to operate so as to exclude or restrict the liability of the Seller for death or personal injury caused to the Purchaser by reason of the negligence of the Seller or of its servants, employees or agents.
14.3 No provision of these Conditions shall have effect or operate so as to exclude any liability of one of the parties in respect of fraud or a fraudulent misrepresentation made by that party to the other, or to restrict or exclude any remedy which the other party may have in respect of such fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded under law.
15 Assignment and other dealings
The Seller may at any time assign, transfer, mortgage, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Order.
becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition shall not affect the validity and enforceability of the rest of the Order.
16.2 If any provision or part-provision of these Conditions is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
A waiver of any right or remedy under the Order or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Order or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18 Credit searches
The Seller reserves the right to conduct credit checks against the Purchaser, and (being a company) its directors and shareholders, and (being a limited liability partnership) its members, and (being a partnership) any partner.
19 Applicable law
The Order shall be considered a contract made in England and the Order together with 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 in all respects the law of England and Wales. The parties agree that, subject as provided hereafter, the English and Welsh courts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Order or its subject matter or formation (including non-contractual disputes or claims). Nothing in this Condition shall limit the right of the Seller to take proceedings against the Purchaser in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdiction preclude the taking of proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such jurisdiction.
20 Export terms
20.1 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of the Incoterms shall bear the same meaning in these Conditions, but if there is any conflict between the provisions of the Incoterms and these Conditions, the later shall prevail. For the purposes of this Condition, the capitalised term “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce in force at the date when an Order is made.
20.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this Condition 20 shall, subject to any special terms agreed in writing between the Seller and the Purchaser, apply.
20.3 The Purchaser shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
20.4 Unless otherwise agreed in writing between the Purchaser and the Seller, the Goods shall be delivered ex works at the Seller’s premises and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
20.5 The Purchaser shall be responsible for arranging testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
20.6 The Seller shall not be liable for death or personal injury arising from the use of the Goods delivered in the territory of another state (within the meaning of section 26(3)(b) of the Unfair Contract Terms Act 1977).
21 Product recall
21.1 The Purchaser undertakes to maintain appropriate, up-to-date and accurate records to enable the immediate recall of any Goods or batches of Goods from the retail or wholesale markets. These records shall include records of deliveries to customers (including batch numbers, delivery date, name and address of customer, telephone number, fax number and e-mail address).
21.2 The Purchaser shall give any assistance that the Seller shall reasonably require to recall, as a matter of urgency, Goods from the retail or wholesale markets.
21.3 If the Purchaser is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (hereafter referred to in these Conditions as a “Recall Notice”) they shall immediately notify the Seller in writing enclosing a copy of the Recall Notice.
21.4 Unless required by law, the Purchaser may not undertake or recall or withdrawal without the written permission of the Seller and only then in strict compliance with the Seller’s instructions about the process of implementing the withdrawal.
22 Further terms
22.1 Nothing in these Conditions or the Order is intended to, or shall be deemed to, establish any partnership or joint venture between the Seller and the Purchaser, constitute either the Seller or the Purchaser the agent of the other, nor authorise either the Seller or the Purchaser to make or enter into any commitments for or on behalf of the other.
22.2 The Purchaser shall not use any trade marks, registered or unregistered, of the Seller without the written permission of the Seller and shall adhere to any policy of the Seller from time to time in respect of the use of its trade marks or those trade marks which the Seller uses under licence.