Terms and Conditions

1.DEFINITIONS
1 (a) In these Conditions –
“The Company” means Testerworld Limited (CRN 2008846) and where applicable Testerworld Limited trading as DE Pharmaceuticals; Doncaster Pharmaceuticals; National Generics; Eclipse Generics Ltd and Crosspharma Limited.
“The Buyer” means the company, person or organisation whose name and invoice address is set out in the contract
“Contract” means any contract between the Company and the Buyer for the sale and purchase of the Goods;
“Consequential Loss” means any consequential loss which includes without limitation (i) loss of profits, (ii) another economic loss or loss of production, product, use, turnover, anticipated profits, business opportunity or goodwill: and (iii) all loss or damage to property or equipment of the buyer or any of its purchasers, or any other third party;
“Goods” means goods sold by the company set out in the contract and includes packaging and all other equipment associated with the goods;
“Insolvency Event” means if (i) the Buyer ceases or threatens to cease to carry on it’s business or a significant part of it (unless as part of a solvent Reconstruction) or suspends or threatens to suspend payment or its debts or is unable or deemed to be unable to pay debts within the meaning of section 123 (1) of the Insolvency Act 1996: (ii) a proposal is made, or a nominee or supervisor is appointed, of the Buyer for composition in satisfaction of its debts or for a scheme of arrangement of its affairs or other arrangement or any proceedings for the benefit of its creditors are commenced under any law, regulation or procedure relating to the reconstruction or re-adjustment of debt; (iii) a petition is made for an administration order under the Insolvency Act 1986 with respect to the buyer; (iv) any steps are taken by the Buyer or any other person to wind up or dissolve the Buyer or to appoint a liquidator, trustee, receiver, administrator, administrative receiver or similar officer to the Buyer or its assets or any person validly taking possession of any of the property or assets of the Buyer steps are taken by any person to enforce any security right against any of the property or assets of such the buyer;
“Working Day” means Monday to Friday inclusive but excluding statutory and public holidays in England
1 (b) In there Conditions:
(i) references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to the statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replace;
(ii) any reference to an English legal term for any action, remedy, method or judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates in that jurisdiction to the England legal term;
(iii) any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words proceeding those terms; and
(iv) the headings will not affect the construction of these conditions.

2. BASIS OF SALE
2 (a) All transactions between the Company and the Buyer are subject to these conditions and acceptance of delivery of the Goods shall be deemed to constitute unqualified acceptance of these conditions.
2 (b) No variation to these Conditions shall be binding unless agreed in writing by an authorised representative of the company. The company’s employees or agents are not authorised to make any representation concerning the Goods unless confirmed in writing by the Company.
2 (c) Unless specifically agreed in writing time of delivery shall not be the essence of the Contract.

3. PAYMENTS
3(a) The price for the Goods is subject to alteration at any time prior to dispatch. The price of the Goods shall be the price set out in the Company’s price list published as at the date of dispatch or such other price as is agreed by the Company or offered by the Company as a special offer where such alternative price is confirmed in the invoice issued at the date or dispatch.
3 (b) Where credit terms have been agreed in writing by the company, payment must be made by way of cash, cheque or bankers draft and cleared funds must be received by the Company from the buyer within 30 days of the end of the month in which the delivery or collection of the goods took place. Credit terms may be varied at any time by the Company on notice to the buyer. The Company shall be liberty to issue an invoice in respect of the goods at any time on or after delivery/collection of the Goods. In the absence of agreed credit terms payment must be cash on delivery or collection of Goods.
3 (c) Time of payment is the essence of the contract.
3 (d) If the Buyer fails to pay the Company any sum due pursuant to the Contract, then without prejudice to any other rights or remedies the Company may have:
(i) the Buyer will be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of national Westminster and PLC, accruing on a daily basis until payment is made, whether before or after any judgement. Alternatively, the Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 and / or
(iii) suspend the supply of any further instalments or deliveries of Goods
3 (e) Value Added Tax be charged as an addition to all invoices and paid by the Buyer at the prevailing rate for the Goods Supplied save in relation to supplies which are exempt supplies.
3 (f) The company reserves the right to charge the Buyer the sum of £10 in respect of each cheque which is not honoured by the Buyer’s bank to cover the Company’s administrative costs.

4. RETENTION OF TITLE
4 (a) Notwithstanding the passing of risk in the goods to the Buyer full ownership (both legal and equitable) in the Goods shall remain with the company until such time as the company has received payment (by cleared funds) of:
(i) the purchase price of the Goods; and
(ii) all other monies owing by the Buyer to the company.
4 (b) The Buyer shall hold the Goods as the fiduciary ballee of the company until title to the good has passed to the Buyer.
4 (c) The Buyer shall store the Goods separate from any other Goods of the Buyer and third parties and shall clearly identify the Goods as the property of the Company. The Buyer shall not remove identifying marks places on the Goods by the Company.
4 (d) notwithstanding the retention by the Company of legal title to the Goods, the risk in the Goods shall pass to the Buyer on delivery and the buyer shall insure the same against loss or destruction with a reputable insurer.
4 (e) The Buyer exercise is right to sell the Goods as the fiduciary agent of the Company in the usual course of the Buyers business but such right:
(i) may be revoked at any time by the Company giving notice to that effect if the Buyer is in default in the payment of any sum whatsoever due to the company (whether in respect of the Goods or of any other goods supplied at any time by the company to the buyer) or if the Company has reasonable doubts as to the solvency of the Buyer, and
(ii) shall automatically cease if the Buyer suffers an Insolvency Event.
Upon determination of the Buyer’s rights of sale under paragraph (i) and (ii) above, the Buyer shall place the Goods at the disposal of the Company (who shall be entitled to entry any premises of the Buyer and to remove the Goods from the said premises.)


5. SALES ORDERS
5 (a) The Company reserves the right, at any time prior to delivery of the goods, to refuse to accept any order for goods for any reason in its discretion and acceptance of orders may be subject to the Company confirming any application for credit made by the Buyer.
5 (b) Where delivery by instalments has been agreed each instalment shall be deemed to be a separate contract and no failure or delay in delivery of any one instalment or any defect in the Goods shall entitle the Buyer to treat the Contract as repudiated with regard to any remaining instalments or shall entitle the Buyer to defer payment for any such other instalments.
5 (c) Once an order has been accepted by the Company, the Buyer shall have no right to cancel any order without the Company’s prior written consent.
5 (d) The Company may suspend or cancel performance or further performance of the contract and/or demand immediate payment for any Goods supplied
(whether or not overdue) in the event that the Buyer suffers an Insolvency Event.

6. LIABILITY
6 (a) The provisions of this Condition 6 set out the entire financial liability of the Company (including and liability for the acts of omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(i) any breach of these conditions;
(ii) any use made or resale by the buyer of any of the Goods, or of any product incorporating any of the Goods; and
(iii) any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
6 (b) All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
6 (c) Nothing in these Conditions excludes or limits the liability of the Company:
(i) for death or personal injury caused by the Company’s negligence;
(ii) under section 2 (3) Consumer Protection Act 1987;
(iii) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(iv) for fraud or fraudulent misrepresentation.
6 (d) Subject to the other provisions of this Condition:
(i) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this contract shall be limited to the contract price; and
(ii) the Company shall not be liable to the Buyer for the Consequential Loss.
6 (e) The Buyer must advise the Company, and any carrier instructed by the Company, by telephone and in writing of any loss, shortage, damage to Goods within 2 Working Days of delivery and the Company shall be allowed a right to inspect the Goods as soon as reasonably practicable. Unless the Buyer complies with this condition the Company shall not be responsible for non-delivery shortage or partial loss or damage.
6 (f) Goods which are the subject of complaint must be returned to the Company within 5 working Days of delivery and must be in the original packaging. Returned Goods must be accompanied by a fully completed credit return form in respect or each batch of Goods to be returned. Credit notes will be issued only if these conditions are met. In the event of Goods returned to the Company, the Buyer is responsible for and shall take out adequate insurance to cover the loss or damage to the goods in transit.
6 (g) In supplying Goods the Company gives no warranty or representation that the Goods are fit or suitable for any particular purpose unless the same is stated in writing; and the Buyer does not rely upon the Company’s skill or judgement with regard to the Goods and any term, condition, warranty or representation to the contrary, expression implied, is excluded.
6 (h) The Company shall not be liable for failure to deliver Goods caused by any event beyond its reasonable control including limitation fire, flood, Act of God, industrial action, governmental act and acts of third parties, strikes or other labour disputes (whether or not relating to the company’s workface), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
6 (i) The Buyer shall be responsible for and shall indemnify the Company against any claim, penalty, liability cost or expense incurred by the Company arising from the unlawful, incorrect or misleading statement on any packaging or other material supplied or put into the market by or on behalf of the Buyer.

7. NOTICES
7 (a) Any notice given under the Contract shall be in writing and signed by or on behalf of the party giving it and may be served by delivering it personally or sending it by pre-paid recorded delivery or fax.
7 (b) Any notice shall be deemed to have been received if delivered personally, at the time of delivery; in the case of pre-paid recorded delivery, 48 hours from the date of posting; in the case of registered airmail, five days from the date of posting; in the case of fax, at the time of transmission.
7 (c) The exception to the right to serve notice by email under this Condition 7 is in respect of the service of legal proceedings, which shall only be served, in accordance with this clause, by personal delivery or first class post.

8. GENERAL
8 (a) Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
8 (b) If any provision the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, violability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
8 (c) Failure or delay by the company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any its rights under the Contract or a waiver or any subsequent breach or default and will in no way affect the other terms of the contract.
8 (d) The parties to this Contract do not intend that any term of this Contract will be enforce-able by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
8 (e) The formation, existence, construction, performance, validility and all aspects of the Contract shall be governed by English law and parties submit to the exclusive jurisdiction of the English courts.

9. JURISDICTION
The Contract shall be governed by English Law and the Buyer submits to the non-exclusive jurisdiction of the courts of England and Wales.