1. Contract

• Acceptance by ADAllen Pharma Ltd / reactpharma (a division of ADAllen Pharma Limited) of 32 Bower Hill Industrial Estate, Epping, Essex CM16 7BN, United Kingdom (hereinafter called the ‘Company’), of any order placed by the customer (hereinafter called the ‘Customer’) shall constitute a contract between the Company and the Customer upon and subject to the following Terms and Conditions to the exclusion to the extent permitted by law of all other warranties and conditions expressed or implied by law or
• The Company will perform the work defined in the agreed Quotation (hereinafter called the “Project”) for the Customer and the Customer shall pay for the Project as provided in the agreed Quotation.
• The Quotation provided by the Company and these Terms and Conditions supersede any terms and conditions contained in the Customer’s purchase order and the Customer shall be deemed to have accepted the Terms and conditions of the Company by placing the
• Each delivery shall be deemed to arise from a separate contract and shall be invoiced separately and any invoice for a delivery shall be payable in full in accordance with the terms of payment provided without reference to and notwithstanding any defect of default in delivery of any other
• Customers undertake to pay the full amount of all invoices issued by the company in relation to the contracts without set-off deduction or counterclaim by the due date for payment of such Such payment shall be made to the company notwithstanding the fact that collection or delivery of goods pursuant to such contracts may not have complied with the terms of such contracts. We further confirm that risk of the goods passes to the Customer on the date upon which collection or delivery of the goods was to take place pursuant to the terms of the contracts.

2. Prices and price changes

• Prices and delivery terms quoted are without engagement and are valid for 30 days from the quotation date and, until signature by customer, may be subject to variations after that period without notice.
• Delivery charges, customs clearance charges, documentation, and other applicable duties such as import tax, VAT and state taxes are listed separately. The Purchaser shall reimburse ADAllen Pharma for all taxes, excise or other charges which ADAllen Pharma may be required to pay to any government (national, state or local) upon the sale of transportation of the goods including Value Added Tax.
• The Company may revise prices if:

1. Any information relating to the quotation and provided by the Customer is inaccurate or incomplete.
2. The Customer revises its instructions, procedures, or specification in any way.
3. Unforeseen circumstances affect the work required to fulfil the order.

• For all orders under £1,500 (excluding VAT) there will be a project management administration fee of £300 (excluding VAT).

3. Carriage

• All products are quoted before shipping costs and shipping costs will be finalised upon confirmation of weights and dimensions of the shipment from our warehouse upon picking and packing and the transport costs will be passed onto the Customer. The Incoterms 2020 of the shipment will be stated on the commercial invoice which is sent with the shipment.
• Orders are normally despatched by GDP transportation in line with product storage conditions and the Company undertakes to use its best endeavours to deliver on a specific day.

4. Payment Terms

• The Customer shall be invoiced for the Project as provided for in the agreed Quotation.
• Payment is required in advance of delivery for new account customers and for Credit customer’s payment is due 30 days from the date of invoice. For orders over £100,000 or on an ad hoc basis a negotiated deposit is required on placing the order. The account will be deemed to be overdue in the event of non-payment by the date due.
• In case of non-payment of the account by the due date, further orders may not be fulfilled, and your account will be placed on hold.
• The Company reserves the right to charge the Customer interest at a rate of 4% over Lloyds Bank plc base rate per month for every overdue month or part month on the amount which remains outstanding.

5. Termination

If the Customer terminates the contract, the Customer shall pay all non-cancellable costs for materials purchased. There will also be a cancellation charge of 6% of the value of the purchase order (net of VAT) payable within 30 days of cancellation of order. This charge covers our services performed by the Company, regarding the Project, prior to formal notification of termination.

6. Limitation of Liability

Notwithstanding any other provision in the Company’s Quotation, in no event shall the Company’s liability exceed the total amount paid by the Customer to the Company for the order less any discount and excluding VAT.

7. Retention of Title

• The Company shall retain full legal title to the goods until it has received payment in full of the price of all goods supplied in the order within which the goods are comprised.
• Until title to the goods has passed pursuant to the immediately preceding sub-clause the Customer shall keep the goods separate from all other goods in its possession and in their original packaging.
• If the Customer sells the goods or any part of them to a third party before title thereto has passed to the Customer, the Customer shall hold the proceeds of sale on trust for the Company and shall account to the Company for such proceeds of sale forthwith upon receipt of the same.
• The Company shall be entitled to recover possession of any goods supplied by it to the Customer:

1. At any time after the 30th day of the month following the date of the invoice if payment has not been made pursuant to clause 4(a) of these terms and conditions; or
2. Forthwith and notwithstanding that the date for payment under clause 4(a) has not arisen in the event that the Customer (being a company) becomes the subject of a winding up petition or order or an application or order for administration or suffers a receiver to be appointed or otherwise becomes insolvent through any analogous procedure under the Insolvency Act 1986 or any like legislation or (being an individual or partnership) becomes the subject of a bankruptcy petition or of a bankruptcy or otherwise becomes insolvent through any analogous procedure under the Insolvency Act 1986 or any like legislation

8. Return of Goods, Damaged Goods and Shortages

Conditions for returns of goods that are the subject of complaint are as follows:

• Any stock for return from UK, for whatever reason, must first be authorised by the Company. We do not accept any pharmaceutical returns from outside UK.
• Goods may only be returned to ADAllen Pharma if we make an error in delivery or where the product is subject to a recall.
• The Customer cannot return Cold storage goods/2-8C refrigerated products
• Goods from UK must be returned within 3 working days of receipt to our warehouse and be accompanied by a fully completed ‘goods returned form’, which can be requested from ADAllen Pharma.
• All returned products must be kept in the storage conditions appropriate for that product and sent in unopened and undamaged packaging that maintains the integrity of the products using an appropriate courier.
• Any damage(s), deficiency or shortages must be reported within 24 hours of receipt of the delivery.
• A credit note will not be issued unless these criteria are met, and the goods comply with MHRA GDP regulations.

9. Confidentiality

Any information relating to the Company or the Customer, which the other party receives in connection with this Project, shall be Neither party shall, without the other party’s prior written consent, use such information or disclose such information to anyone other than employees, independent contractors or agents of the receiving party or its associates or affiliates who require such information to perform such party’s obligations under this Project. This undertaking shall survive for 5 years following completion of this Project and does not relate to information which is:

• Already known to the receiving party as evidenced by written records.
• Independently developed or discovered by the receiving party without the aid application or use of any item of the disclosing party’s confidential information, as evidenced by written records.
• In the public domain other than through the fault of the receiving party.
• Disclosed to the receiving party by a third party not in breach of a duty of confidentiality owed to the disclosing party; or
• Required to be disclosed by law, or court or administrative order, provided that the receiving party first gives prompt notice thereof to the disclosing party.

10. Use and Disposal

• The Customer represents and warrants to the Company that all product(s) delivered to the Customer by the Company will be held, used and/or disposed of by the Customer in accordance with all applicable laws, rules and regulations including but not limited to MHRA, GDP and other Government directives relating to the conduct of Clinical Trials.
• In addition, the Customer represents and warrants to the Company that all product(s) delivered to the Customer by the Company will be disposed of so that no product will reach any commercial market anywhere in the world.

11. Force Majeure

The Company shall not be liable to the Customer for any failure to perform, loss or damage caused to or suffered by the Customer as a direct or indirect result of supply of the goods or services by the Company being prevented, restricted, hindered or delayed by reason of any circumstances outside the reasonable control of the Company or due to compliance with any regulations, orders, law, or acts of God, lockouts, strikes, embargoes, other industrial action, wars, hostilities, terrorist action, riots, delays or shortages including, without limitation, circumstances affecting the provision of all or any part of the goods by the Company’s usual source of supply or delivery

12. Anti-bribery

• We are committed to eliminating all risk of bribery and corruption in our business. We comply with our Anti Bribery Policy. We expect all our customers and partners to uphold the spirit of this policy and you shall not do any act or thing nor omit to do any act or thing for the benefit of, in the name of or on behalf of us that could cause us to be in breach of this policy or could be construed as an offence under any applicable anti-corruption legislation including (but not limited to) the UK Bribery
• Certain products sold by ADAllen Pharma may be subject to export control regulations of the United Kingdom, the United States of America, the European Union, and other countries (“Export Laws”). It is your responsibility to comply with such Export Laws and obtain any licence or permit required to transfer, export, re-export or import the products.

12. Prior Conduct

These Terms constitutes the entire agreement by the parties relating to the Project. Any previous written acknowledgement, statement or prior understanding between the parties related to the Project is superseded by these These Terms may not be modified without the Company’s prior written consent.

ADAllen Pharma Limited is licensed by the MHRA to wholesale pharmaceuticals under WDA License number 42460 and we are certified ISO 9001:2015 by bsi.

adallenpharma.com
[email protected]
Tel: +44 (0)1992 566 366

ADAllen Pharma Limited
32 Bower Hill Industrial Estate
Epping
Essex
CM16