SCIENSUS INTERNATIONAL B.V.

TERMS AND CONDITIONS OF SALE

1.         DEFINITIONS AND INTERPRETATION

In these Terms and Conditions of Sale (“Terms and Conditions”):

1.1       The "Company" shall mean Sciensus International B.V. which is registered in the Netherlands under company number 34363537 and whose registered office is at Bijsterhuizen 3142, 6604LV Wijchen with a correspondence address at 107 Station Street, Burton Upon Trent DE14 1SZ, Staffordshire, United Kingdom.

1.2       The "Goods" shall mean the products and/or materials, the sale and purchase of which is governed by these Terms and Conditions.

1.3       The "Buyer" shall mean the person, firm, company, institution, utility or entity purchasing the Goods from the Company under the terms of the Contract.

1.4       The "Contract" shall mean the order placed for the Goods once accepted by the Company, whether orally, in writing or electronically, which shall be subject to these Terms and Conditions.  Any purported addition, modification, variation or exclusion to the Contract (whether contained in any document of a Buyer or otherwise) shall be of no effect unless and until agreed in writing by the Company. The Company reserves the right to amend, vary or alter these Terms and Conditions at any time, by prior written notice to the Buyer. By placing an order on behalf of the Buyer the individual doing so is representing on behalf of the Buyer and the Buyer by permitting this is representing to the Company, that he/she is authorised to do so on behalf of the Buyer.

1.5       The "Carrier" shall mean the person, firm or company to whom the carriage of Goods has been entrusted.

1.6       The “Order” shall mean an order placed for the Goods by the Buyer which leads to a Contract.

1.7       "Working Day" shall mean a day other than a Saturday, Sunday or public holiday in England, Germany or the Netherlands.

1.8       Condition headings shall not affect the interpretation of the Conditions.

1.9       Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.10      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 preceding and/or following those terms.

1.11      A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made under that statute or statutory provision.

 2.        ORDERS

2.1       All Goods sold by the Company are sold subject to these Terms and Conditions and supplied on a 2020 Incoterms DAP basis. Without prejudice to Condition 1.4, acceptance of the Goods means acceptance of these Terms and Conditions.

2.2       Orders received for quantities other than the stated outer pack size will automatically be increased to the next whole outer pack size above the order quantity.

2.3       Order cancellation is only possible if received by the Company no later than 14.00 hrs Central European Time (CET) on the date of order receipt by the Company from the Buyer.

2.4       The Company may monitor Buyer’s ordering patterns of controlled drugs and may report such ordering patterns to competent authorities without notifying Buyer.

2.5       These Terms and Conditions apply to the sale of all goods and services (“Goods and Services”) supplied by the Company and shall prevail over and supersede any terms and conditions of the Buyer whatsoever except in the case of goods and/or services supplied by the Company where there is a separate written agreement between the Buyer and the Company governing the supply of such goods and\or services.

2.6       The Buyer shall maintain compliance with all applicable licenses and comply with all laws, rules and regulations with regard to the purchase of Goods with regard to each Order.

2.7       The Buyer confirms to the Company and warrants that it is purchasing the Goods in line with the applicable and required local national regulations in its home country and the country where the Goods will be used

3.         PRICE

3.1       Unless otherwise stated all prices quoted are exclusive of Value Added Tax or any other government duty or applicable tax, irrespective whether such tax or duty applies in the Netherlands, the UK or elsewhere. All prices are therefore subject to VAT at the applicable rate as well as any other applicable government duty or tax.

3.2       All prices are subject to revision without notice and will be invoiced at prices ruling at the date of Order.

3.3       The Company will not accept any claims for incorrect Value Added Tax on sales invoices unless those claims are made within a three-year period from the date of the invoice containing the incorrect Value Added Tax amount.

3.4       If the Company mistakenly accepts an Order with an incorrect price or invoices Buyer with an incorrect price, the Company may retrospectively correct this error by issuing an additional invoice or credit at its option.

3.5       The Company is entitled to charge the Buyer surcharges (such as for fuel or duplicate documents or failed payment) and will notify Buyer if it intends to do so in advance of such charges being introduced or amended. Current charges include;

a) a charge of up to €10 plus VAT per copy of any copies of documents that the Buyer requests from the Company.

b) a charge of €25 plus VAT on each cheque (where permitted) returned unpaid, or if any standing order or direct debit instruction fails.

c) a €50 arrears charge will be issued on each transaction where the collection of any sum payable is referred to a third party collection agency or legal agent (including lawyers or attorneys) for collection from the Buyer

            d) an interest charge derived as set forth in Condition 4.3 below

3.6       Any credit terms given to the Buyer are at the sole discretion of the Company and are subject to regular review by the Company. To facilitate this the Company may require the Buyer to provide its up-to-date financial information. The Company shall be entitled at any time without prior notice to withdraw suspend or vary credit terms given to the Buyer. The Buyer must notify the Company in writing if there is any material change in:

            (a) the financial information supplied to the Company; and

            (b) the nature or value of the assets of the Buyer.

4.         PAYMENT

4.1       All sums become due and payable under these Terms and Conditions 30 days from date of invoice unless otherwise explicitly agreed in writing in advance. Payment shall be made by electronic banking methods (e.g. Bacs/Chaps) and shall be deemed to have been made only once the Company is in receipt of cleared funds. The Buyer is expressly advised to ensure that it is appropriately and correctly registered for VAT and recorded on the EC Vies VAT checker website failing which Buyer will be liable to be charged VAT at the applicable rate pending such registration.

4.2       The time of payment shall be of the essence of the Contract.

4.3       Without prejudice to any other right or remedy available to the Company, the Company shall be entitled to charge interest in an amount equal to eight percent (8%) above the Bank of England base rate in accordance with the English law in Late Payment of Commercial Debts (Interest) Act 1998 on all amounts owed to the Company and not paid when due. Such interest shall accrue on a daily basis until payment is made, whether before or after any judgment.

4.4       The Company reserves the right to withdraw credit facilities at any time. In addition, in the event that any payment is outstanding from the Buyer, the Company may (without affecting its other rights and any action it may be entitled to take) seize, recover and resell any affected Goods and the Buyer agrees to give the Company in accordance with local law the right to enter Buyer’s premises, land or buildings to recover such Goods if the Buyer has failed to pay the entire amount due under these Terms and Conditions of Sale for such Goods.

4.5       The Buyer shall not be entitled to set off against sums owed to the Company by the Buyer any sums owed to the Buyer by the Company. The Company shall be entitled to set off against sums due from the Company to the Buyer any sums due from the Buyer to the Company.

4.6       In the event that:

4.6.1     the Buyer makes any voluntary arrangement or composition with its creditors, makes an application to court for the protection of its creditors in any way, becomes insolvent or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order, documents are filed for the appointment of an administrator of the Buyer, notice of intention to appoint an administrator is given by the Buyer, its directors or a qualifying floating chargeholder or the Buyer has a winding up petition made or passes a resolution for voluntary winding up or goes into liquidation (otherwise than for the purposes of a solvent bona fide amalgamation or reconstruction); or

4.6.2     an encumbrancer takes possession, or a receiver or a liquidator is appointed, over any or all of the property or assets of the Buyer;

4.6.3     the Buyer ceases or threatens to cease, to carry on business;

4.6.4     the Buyer is unable to pay its debts within the meaning of the English law in section 123 of the Insolvency Act 1986;

4.6.5     the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer;

4.6.6     the Buyer is the subject of any similar event to those specified in Condition 4.6.1 to 4.6.5 in any jurisdiction; and/or

4.6.7     the Buyer commits a material or serious breach of the Contract,

then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract and/or cancel any further deliveries under the Contract or any other contract which the Company may have with the Buyer without any liability to the Buyer and all sums owing to the Company on any account shall become due and payable forthwith without requirement for any notice given notwithstanding any previous arrangement or agreement to the contrary.

5.         AVAILABILITY AND DELIVERY

5.1       Acceptance of the Buyer’s order by the Company is subject to supplies of the Goods being available and unsold elsewhere by the Company.

5.2       The Buyer shall determine a suitable place to receive delivery and shall be responsible for the security of that delivery area which delivery area shall normally be a registered pharmacy even if within hospital premises. The Company shall deliver to the requested place only if in the Company’s opinion it is suitable, safe and secure and only to:

5.2.1     a holder of a wholesale dealer’s licence relating to those Goods;

5.2.2     a holder of an authorisation granted by the competent authority of an EEA State authorising the supply of those Goods by way of wholesale dealing;

5.2.3     any person who may lawfully sell those Goods by retail or who may lawfully supply them in circumstances corresponding to retail sale; or

5.2.4     any person who may lawfully administer those Goods.

5.3       Delivery dates are estimates only and time of delivery is not of the essence of the Contract. If no dates are so specified, delivery shall be within a reasonable time and the Company shall be entitled without charge to delay or cancel the delivery of any Goods under any Contract for any reason.

5.4       If Goods have not been delivered by the 3rd Working Day following the date of invoice in respect of those Goods then written notice of such non-delivery must be given by the Buyer to the Company forthwith. The Company will invoice the Buyer for the Goods once despatched for delivery. Any queries regarding the amount the Buyer has been invoiced must be raised in writing within one week of the invoice being received by the Buyer.

5.5       The Company shall not be liable for any loss, costs, damages, charges or expenses whatsoever or howsoever arising caused directly or indirectly by any late or non-delivery of the Goods.

5.6       The Company reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment.

5.7       Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

5.8       The Buyer shall, on delivery, either itself or by its duly authorised representative sign the delivery note as acknowledgement of full delivery. On delivery to the address nominated by the Buyer the Company shall be entitled to assume that any signature given is that of a duly authorised representative.

5.9       The Company reserves the right to make an additional carriage charge on all urgent deliveries required the next day by the Buyer. Unless otherwise stated in the Contract, the price of the Goods shall include the cost of standard delivery by the Company. Where an enhanced delivery is requested by the Buyer, the Buyer agrees to pay the additional cost of delivery including such carriage charge.

5.10      The Company shall have the right to cancel or delay deliveries or to reduce the amount delivered if the Company is prevented from or hindered in or delayed in supplying or delivering by the normal route or means of delivery the Goods of the description covered by the Contract through any circumstances beyond its reasonable control, including but not limited to failures on the part of its supplier, strikes, lock-outs, accidents, reductions or unavailability of power at a manufacturing plant, break-down of plant or machinery, or shortage or unavailability of the Goods from the normal source or route of supply. The Company shall be under no liability arising out of such failure to deliver.

5.11      The Buyer is also responsible for ensuring that an appropriately authorised person supervises the receipt and acceptance of the Goods at the delivery address. If the Buyer fails to take delivery of the Goods or fails to give the Company accurate delivery instructions at the time of order, the Company is entitled to charge reasonable costs of storage and return of the Goods to the Buyer. Where the Goods require cold chain distribution the Buyer agrees to pay the costs of returning the Goods to the Company and further agrees that the Company may dispose of the Goods and charge the Buyer and the Buyer shall be obliged to pay to the Company the full contract price of the Goods.

6.         DAMAGED GOODS, SHORTAGES AND SHELF LIFE

6.1       The Company shall have no liability for any defects or shortages in the Goods that would be apparent on careful inspection on delivery unless a written complaint is delivered electronically, by email or fax, to the Company immediately on the same day of delivery detailing the alleged defect or shortage (together with delivery note number and order number) and the Company agrees to accept such liability.  The Buyer must retain all damaged Goods and packaging for inspection by the Company and for collection by the Company. Any obvious damage to the Goods which would be apparent on casual inspection of the Goods on delivery must be noted on the delivery note signed by the Buyer under 5.8 above or the Company shall be entitled to refuse liability arising out of any such subsequently shown damage. Complaints about minor cosmetic damage will not be considered to be evidence of damaged Goods.

6.2       The Company’s liability in respect of defects or shortages shall be limited to replacing or giving credit for such Goods as determined by the Company.

6.3       The Company reserves the right to distribute and deliver Goods provided they have a shelf life of at least 6 months (or less with Buyer’s prior agreement). The application of FEFO principles shall not result in any delivery of Goods having less than 6 months’ shelf life in the absence of prior agreement to the contrary by the Buyer and the Company.

7.         TITLE AND RISK

7.1       Legal and beneficial title to the Goods shall pass to the Buyer on the later of payment to the Company in full of the price for the Goods and payment in full of every other sum whatsoever which is due from the Buyer to the Company whether under the Contract or otherwise.  The Buyer shall, during such time, before title passes to the Buyer, keep the Goods separate from all other goods including the Buyer's goods and identify the Goods as the Company’s and the Buyer shall keep the Goods on a fiduciary basis as bailee for and on behalf of the Company until title passes to the Buyer.

7.2       Condition 7.1 shall not prevent the Buyer from agreeing to sell the Goods and in the event of such agreement title to the Goods shall remain with the Company until such time as title to the Goods is to pass to the sub-purchaser under the terms of the said agreement.

7.3       If the Buyer shall default in payment on the due date or if any event specified in Condition 4.6 shall occur in relation to the Buyer the Company shall be entitled (without prejudice to its other rights under these Terms and Conditions) at any time before title to the Goods passes from the Company at any time, without notice to enter upon any land or premises where the Goods are situated for the time being to recover the Goods.

7.4       The risk in the Goods shall pass to the Buyer at the point of delivery, which, in the case of delivery by the Company, shall be the point at which the Goods are off loaded from the Company’s or Carrier’s vehicle at the address specified by the Buyer, or, where the Buyer undertakes to collect the Goods, at the point of loading of the Goods onto the vehicles nominated by the Buyer.  The Company shall, notwithstanding that legal and beneficial title in the Goods is retained by the Company as stated above, have no responsibility in respect of the safe custody of the Goods after risk has passed to the Buyer.

7.5       Until such time as title in the Goods passes to the Buyer, the Buyer shall insure the Goods in the name of the Company on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.

7.6       In the absence of written advice from the Buyer to the Company in accordance with Condition 6.1 above, the Goods shall be deemed to have been delivered and accepted by the Buyer complete and in a satisfactory condition save for any defects or shortages that would not be apparent on careful inspection on delivery.

8.         WARRANTY

8.1       The Company warrants that the Goods are of satisfactory quality.

8.2       The Company shall have no further liability in respect of the Goods or any defects therein and all representations, conditions, guarantees and warranties whether express or implied by law as to the quality of the Goods or their fitness for a particular purpose or otherwise are expressly excluded except insofar as such exclusion is prevented by law.

8.3       Nothing in these Terms and Conditions shall be deemed to limit or exclude the liability of either the Company or the Buyer for death or personal injury caused by their negligence, or for fraud, fraudulent misrepresentation, for breach of the obligations implied by the English law contained in section 12 Sale of Goods Act 1979 or Section 2 Supply of Goods and Services Act 1982 or for any other liability which may not be excluded by law.

8.4       The Company’s liability hereunder (whether arising by reason of breach of Contract or under the general law of misrepresentation, tort (including without limitation negligence) or contract), subject to Condition 8.3 above, shall in no event exceed the purchase price of the Goods and Services nor extend to the Buyer’s loss of profits (whether direct, indirect or consequential), increased cost of working or any other financial loss.

9.         RETURNS

9.1       Goods may only be returned to the Company by the Buyer for the following reasons:

9.1.1     To correct an error in delivery where there has been an immediate complaint consistent with Condition 6.1;

9.1.2     For damaged Goods within the liability of the Company where there has been an immediate complaint consistent with Condition 6.1;

9.1.3    In the case of potentially falsified products (e.g. for Goods with suspect product notifications from the NMVS). Immediate complaint is required from the Buyer upon identification, and the Marketing Authorisation Holder for the Goods will also be informed as patient safety may be impacted;

9.1.4    On request of the Company because of a batch recall instigated by a manufacturer or regulatory authority;

9.2       The Company reserves the right to refuse to accept returned Goods that do not conform to the reasons mentioned in Condition 9.1. For approved returns the following Conditions will apply:

9.2.1     The Buyer must follow instructions as provided by the Company for returned Goods, e.g. specific instructions for batch recalls;

9.2.2     Any Goods which are to be returned to the Company (excluding recalled Goods) must be retained by the Buyer in a qualified storage area within the required temperature conditions. Temperature data for the returned Goods and temperature data from receipt until collection by the Company must be provided as evidence for compliance with the temperature requirements for the Goods;

9.2.3    The Buyer must prepare on time the parcel for collection and provide the Company’s driver with the return label provided by the Company;

9.2.4    Goods will not be accepted for return if they have been relabelled or if tamper evident seals have been broken.

9.3       The Company will only issue credit as authorised by the manufacturer of the Goods and at such time as specified by the manufacturer of the Goods and this shall apply whether the Goods are returned pursuant to this Condition 9 or in any other case whatsoever.

10.       NOTICES

10.1      Any notice to be given hereunder to the Company under a Contract shall be validly given if made in writing in the English language to the Customer Services Department of the Company at the address specified on the delivery note and shall be deemed to have been served, if sent by post, 48 hours after posting or, if by facsimile transmission, at the time of sending.

10.2      Any notice to be given hereunder to the Buyer under a Contract shall be validly given if made in writing in the English language to the address of the Buyer the Company has on its records and shall be deemed to have been served, if sent by post, 48 hours after posting or, if by facsimile transmission at the time of sending.

11.       NO PARTNERSHIP

11.1      Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

12.       PROPER LAW AND JURISDICTION

12.1      The Contract and these Standard Terms and Conditions shall be governed by English law without regards to its conflicts of laws rules and the Company and the Buyer shall submit to the non-exclusive jurisdiction of the English courts or the competent courts of the country of the Buyer. Applicability of the United Nations Convention on the International Sale of Goods (CISG, 1980) is explicitly excluded.

13.       ASSIGNMENT & SUB-CONTRACTING

13.1      The Buyer shall not assign, transfer, mortgage, charge, declare trust of or deal in any other manner (including without limitation "factoring") with any of its rights and obligations under any Contract.

13.2      The Company may assign, transfer, mortgage, charge, sub-contract, declare trust of and/or deal in any other manner with any of its rights and obligations under any Contract.

14.       SEVERABILITY

14.1      The invalidity or unenforceability of any provision of these Terms and Conditions shall not affect the validity or enforceability of any other provision, which shall remain in full force and effect.

15.       WAIVER

15.1      The failure by the Company to enforce any right or provision contained in these Terms and Conditions shall not constitute a waiver of that right or provision.

15.2      Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

16.       MISCELLANEOUS

16.1     The parties to a Contract do not intend that any term of that Contract shall be enforceable by virtue of  English law under the Contracts (Right of Third Parties) Act 1999 by any person that is not a party to it.

16.2      The parties will observe English law or their domestic equivalent as referenced or applies in the company policies on the Company’s or its parent’s website at https://hah.co.uk/publicly-funded-health-systems/ including but not limited to policies and laws relating to Anti-Bribery, Anti-Slavery, Anti-Facilitation of Tax Evasion, Privacy, General Data Processing laws such as the General Data Protection Regulation 2016/679 and any other relevant legislation or regulation.

16.3     The Buyer agrees (i) any personal data provided to the Company shall have been lawfully obtained; (ii) all necessary consents and data processing notices have been provided in relation to the processing of personal data; and (iii) the Buyer is lawfully entitled to provide, procure the provision of or authorise the Company to obtain (as the case may be) personal data for the purposes envisaged by the Contract.

16.4     The Company agrees to only process the personal data for and on behalf of the Buyer for the purposes of performing the Contract and in accordance with any other instructions issued by the Buyer in writing from time to time unless otherwise required by law or any other regulatory body (in which case the Company shall, where permitted, inform the Buyer of that legal requirement before processing).

16.5     The parties further agree to process all personal data in accordance with Data Processing laws including the General Data Protection Regulation 2016/679 and any other relevant legislation

16.6     In the event of any conflict between these Terms and Conditions and any supplementary terms and conditions issued by the Company relating to the supply of any services or unlicensed medicines the latter shall prevail.

Vers210430V8.01 EN