UK Trade Terms and Conditions

ZENTIVA PHARMA UK LIMITED

STANDARD TERMS OF TRADING

 

These terms shall govern the supply of goods and products (“Goods”) by Zentiva Pharma UK Limited (“the Company “) to a Customer (the person, firm or company with whom Zentiva Pharma UK Limited is trading) and shall apply to all dealings in relation thereto.

Orders and Prices

Unless otherwise specified, quotations are valid for 5 days and are only invitations to the customer to order from the company.

Prices are as set out in any specific statement or quotation made by the Company. The Company may without prior notice to the customer vary prices prior to or on delivery and whether before or after acceptance of an order. Any order is not binding on the company unless or until accepted by the company. Once accepted orders cannot be cancelled by the Customer

The Company may deliver all or part of the Customer’s order such delivery shall be acceptance of the order to the extent only, and no contract is thereby made for the remainder of the order.

Orders are only accepted on condition that the Company is entitled to cancel all or part of each order in its absolute discretion. The Customer shall have no right to compensation in respect of the cancelled order

The Company reserves the right to stipulate minimum order amounts. Orders will be supplied only in multiples of each standard outer or other relevant unit; .If necessary orders will be rounded up to the nearest multiple and shall be charged accordingly.

Resale

Our products are sold to wholesalers on the understanding that they are holders of the appropriate Wholesaler Dealers’ licence (Medicines Act 1968) and that the wholesaler offers them for sale only to qualifying outlets

Payment of Accounts

By Remittance to ARcollections.GB@zentiva.com, Zentiva Pharma UK Limited, quoting the relevant Customer Reference number. Payment terms will be notified by the company from time to time and are also stated in the “settlement terms “box printed on the invoice, which will follow dispatch of the goods. Failure to pay by the due date shall entitle the company without prejudice to any other rights it may have to:

  1. suspend supply until settlement is made in full; and /or
  2. to apply interest from the due date up to the date of actual payment in full (after as well as before judgement), as the rate of 3 per cent per annum above the base rate of HSBC bank, such interest to be accrued on a daily basis and compounded quarterly; and/or
  3. to terminate this arrangement; and /or
  4. to deduct amounts owed from any sums owed by the Company to the customer; and/or
  5. to resell any goods not yet delivered to the Customer

Settlements by cheques or credit card transfer shall not be deemed to be paid until the Company account is credited with clear funds. For all settlements and payments the payee is the Company. The Customer may not withhold, make deduction from or set-off against payments for any reason

Pricing Queries

Queries regarding prices contained in invoices must be made in writing to the Customer Services Department within 15 days of the date of the invoice.                                                               GFD-CUSTOMERSERVICES@zentiva.com

Delivery

Delivery shall take place to the site agreed by the Company and the Customer. Risk shall pass on delivery. From delivery, the customer shall be responsible for and shall indemnify the Company against all loss or damage to the Goods from whatever cause, however occurring. Any delivery dates requested or agreed are estimates only

Any shortage or damage which would be apparent from visual inspection on delivery of Goods must be reported to the Company in writing and noted on the proof of delivery documents within 4 days of the date of delivery. (No responsibility is accepted for errors or omissions which could be ascertained by such visual inspection)

All other claims must be reported to the Company in writing within 3 months of the delivery date

Returns

Goods correctly supplied against a firm order may not be returned for credit with our prior agreement in writing from our Customer Services Department                                                       (GFD-CUSTOMERSERVICES@zentiva.com), who will be pleased to advise on the arrangement for the return of the Goods and for credit consideration.

 

Retention of Title

No title in the Goods shall pass from the Company to the Customer until receipt by the Company in full of:

  1. the price of the Goods ; and
  2. all other sums due from the Customer in respect of this agreement; and
  3. all sums due from the customer other than (a) or (b) above.

Until payment in full by the Customer the Goods shall be held by the Customer as fiduciary for the Company and will be kept regularly identifiable as the property of the Company. The Customer may sell the Goods in the normal course of business as the company’s fiduciary agent and all proceeds from such sale shall be held on trust to settle any sums due to the Company

If the payment becomes overdue (or on the occurrence of any event referred to in the “termination” (Clause below) the company or its appointed agent may give notice to enter upon any premises in the control of the Customer where the Company reasonably believes the Goods to be for the purpose of recovering the Goods.

Force Majeure

the Company shall not be liable for any failure or delay to supply Goods or to comply with the terms of these arrangements due to any circumstances beyond its reasonable control including without limitation act of God, strike, riot, war, fire, flood or shortage of materials at market rates and the company obligations hereunder will be suspended without liability pending the outcome of any such event

Subcontract and Assignment

The Customer may not assign, transfer or sub-contract these arrangements without prior consent of the Company. The Company may sub-contract, transfer out or assign any part of these arrangements without the prior written consent of the Customer

Termination

Without prejudice to any other rights it may have the Company may terminate this arrangement forthwith if either the customer is in breach of any of these terms or a receiver or administrative receiver is appointed to the Customer’s business or the Customer passes a resolution for winding up or a court of competent jurisdiction makes an order to that effector the Customer becomes subject to an administration order or shall enter into a voluntary arrangement with its creditors, or shall cease or threaten to carry on business or is unable to pay its debts in accordance with S.123 of the Insolvency Act 1968.

General acceptance

These terms shall prevail over any terms of the customer unless the Company agrees them in writing. No conduct by the Company shall be deemed to constitute acceptance of any terms of trading of the customer if the whole or any part of these clauses is invalid, that invalidity shall not affect the validity of any other provisions

These terms shall be interpreted in accordance with the Laws of England and shall be subject to the non-exclusive jurisdiction of the courts of England,

Zentiva Pharma UK Limited – Trading as Zentiva, One Onslow Street, Guildford, Surrey, GU1 4SY. Registered in England 2158996.