1. INTERPRETATION

1.1 In these Conditions the following words have the following meanings:-

"EMMO Pharma" means EMMO Holding Limited (Company Number 12385867) whose registered office is at 29 Park Street, Macclesfield, SK11 6SR;

"the Customer" means the person(s), firm or company who purchases the Goods from EMMO Pharma;

"Contract" means any contract between EMMO Pharma and the Customer for the sale and purchase of Goods or Services (as may be further detailed in Contract Particulars) incorporating these Conditions in accordance with Condition 2 below;

"Contract Particulars" means particulars of the Goods or Services to be provided by EMMO Pharma contained in or referred to in EMMO Pharma's quotation, service agreement or written order acknowledgment, whether such particulars are made available by email, online on EMMO Pharma's website or in another format. If there is a conflict between these Conditions and the Contract Particulars then the Contract Particulars shall prevail;

"Delivery Point" means the place where delivery of the Goods is to take place under Condition 6 below;

"Goods" means any goods agreed in the Contract to be supplied to the Customer by EMMO Pharma (including any part or parts of them);

"Services" means any services agreed in the Contract to be supplied to the Customer by EMMO Pharma ;

1.2 Any reference in these Conditions to:-

1.2.1 a statute or provision of a statute shall, unless the context otherwise requires, be construed as a reference to that statute or provision as amended or re-enacted or extended at the relevant time;

1.2.2 the masculine includes the feminine and the neuter and the singular includes the plural and vice versa as the context admits or requires.

1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. ORDERS

2.1 Subject to any variation under Condition 2.3, the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply).

2.2 Any quotation or service agreement issued by EMMO Pharma for quotation purposes is issued on the basis that no contract will come into existence until EMMO Pharma acknowledges the order to the Customer. If the Customer orders Goods or Services on EMMO Pharma's website, the Customer's order constitutes an offer which shall not be deemed accepted unless and until EMMO Pharma confirms the order by email or delivery of the Goods or Services.

2.3 These Conditions apply to all of EMMO Pharma's sales and a Contract may only be cancelled or varied with EMMO Pharma's written consent. Any representations about the Goods or Services shall have no effect unless expressly agreed in writing and signed by a director of EMMO Pharma.

2.4 Any advice or recommendation given by EMMO Pharma or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods or Services which is not confirmed by EMMO Pharma in writing is followed or acted upon entirely at the Customer’s own risk, and accordingly EMMO Pharma shall not be liable for any such advice or recommendation which is not so confirmed.

2.5 The Customer must ensure that the terms of its order are complete and accurate.

3. SUPPLY OF GOODS AND SERVICES

3.1 EMMO Pharma will supply the Goods and/or Services described in the Contract Particulars.

3.2 EMMO Pharma reserves the right to supply Goods to the specification and/or design current at the date of dispatch.

3.3 EMMO Pharma reserves the right to make changes to the Goods or Services to the extent necessary to comply with applicable law.

4. PRICES

4.1 Unless otherwise stated in the Contract Particulars or in EMMO Pharma's catalogue or website:

4.1.1 prices for the Goods or Services set out in Contract Particulars do not include value added tax;

4.1.2 prices for Goods do not include delivery costs ;

4.1.3 prices do not include any special packing or alterations to the order required by the Customer and agreed to by EMMO Pharma;

4.1.4 prices for Services do not include any travel or accommodation costs incurred in performing the Services, all of which amounts the Customer will pay in addition when it is due to pay for the Goods or Services where applicable.

4.2 VAT zero rated orders must be accompanied by an exemption certificate unless special arrangements have been made in writing. Under circumstances where a VAT exemption certificate does not accompany an order EMMO Pharma is obliged to charge VAT. If subsequently the Customer makes a VAT reclaim, this must be made within 30 days of the invoice date.

4.3 EMMO Pharma shall have the right at any time to revise prices to take account of an increase in costs including (without limitation) costs of labour, materials, carriage or overheads. The prices for Goods shall be those ruling on the date of dispatch. EMMO Pharma cannot accept responsibility for typographical errors in pricing within its catalogues or on its website.

4.4 Any additional documents required or tests requested to be undertaken on goods such as Certificates of Conformity may be subject to a charge.

4.5 EMMO Pharma reserves the right to add to the price a reasonable charge for packing pallets or containers or for the delivery of goods in pack sizes which differ from those offered in its catalogue or offered on its website. EMMO Pharma also reserves the right to make a reasonable charge at its discretion for any special handling or delivery requirements notified or requested by the Customer at the time of ordering.

4.6 All orders requesting discounts must be accompanied by a quotation number or reference code previously supplied by us in writing.

4.7 Delivery charges for overseas shipments are per consignment. Where all goods are not available initially to complete a multi item order and customer requires split shipment, customer is liable for additional delivery charges.

5. PAYMENT

5.1 Payment shall be made in pounds sterling (unless EMMO Pharma specifies otherwise in writing) within twenty eight (28) days of the date of EMMO Pharma's invoice. The Customer shall make no deduction of any type from such payments. Payments may be required in advance of delivery.

5.2 EMMO Pharma reserves the right to invoice the Customer for Goods delivered in instalments after each instalment has been delivered, and the provisions of these Conditions shall apply in full to such invoices as if such instalment was a separate contract.

5.3 The credit terms set out in Clause 5.1 may be withdrawn at any time by EMMO Pharma, whether or not there has been any default on the part of the Customer. Payment in advance or financial guarantees may be requested from Customers who do not have an account.

5.4 Time for payment shall be of the essence and failure by the Customer to pay in accordance with the provisions of this Condition shall entitle EMMO Pharma, without prejudice to its rights to damages, to suspend any outstanding deliveries or to cancel the Contract.

5.5 In addition to EMMO Pharma's rights under Condition 5.4, the Customer shall be liable to pay interest (compounded monthly) on any amounts outstanding (both before and after judgment) at the rate of 5 per cent per annum above the Natwest Bank Plc base rate for the time being in force, accruing on a daily basis until payment is made.

5.6 All payments payable to EMMO Pharma under the Contract shall become due immediately upon termination of the Contract despite any other provision.

6. DELIVERY AND PASSING OF RISK

6.1 EMMO Pharma shall deliver the Goods to the place specified in the Contract Particulars.

6.2 Any dates specified by EMMO Pharma for delivery of the Goods or completion of performance of the Services are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.

6.3 If for any reason the Customer will not accept delivery of any of the Goods when they are ready for delivery, or EMMO Pharma is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:-

6.3.1 risk in the Goods will pass to the Customer (including for loss or damage caused by EMMO Pharma's negligence);

6.3.2 the Goods will be deemed to have been delivered; and

6.3.3 EMMO Pharma may store the Goods until delivery in which case the Customer will be liable for all related costs and expenses (including without limitation, storage and insurance).

6.4 The Customer will provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading or unloading (as applicable) the Goods.

6.5 EMMO Pharma shall not be liable for any non-delivery of a consignment of Goods (even if caused by EMMO Pharma's negligence) unless written notice is given to EMMO Pharma within 30 days of the date when such consignment would in the ordinary course of events have been received or within 30 days of invoice date, whichever is later. No claim for breakages or missing goods can be recognised unless notified to EMMO Pharma and the carriers within five working days of receipt of the consignment.

6.6 Any liability of EMMO Pharma for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

7. RISK AND TITLE

7.1 The Goods are at the risk of the Customer from the time of delivery.

7.2 Ownership of the Goods shall not pass to the Customer until EMMO Pharma has received in full (in cash or cleared funds) all sums due to it in respect of:-

7.2.1 the Goods; and

7.2.2 all other sums which are or which become due to EMMO Pharma from the Customer on any account.

7.3 Until ownership of the Goods has passed to the Customer, the Customer must:-

7.3.1 hold the Goods on a fiduciary basis as EMMO Pharma's bailee;

7.3.2 store the Goods (at no cost to EMMO Pharma) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as EMMO Pharma's property;

7.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

7.3.4 maintain the Goods in satisfactory condition insured on EMMO Pharma's behalf for their full price against all risks to the reasonable satisfaction of EMMO Pharma. On request the Customer shall produce the policy of insurance to EMMO Pharma; and

7.3.5 hold the proceeds of the insurance referred to in Condition 7.3.4 on trust for EMMO Pharma and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.

7.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions:-

7.4.1 any sale shall be effected in the ordinary course of the Customer’s business at full market value and the Customer shall hold such part of the proceeds of sale as represent the amount owed by the Customer to EMMO Pharma on behalf of EMMO Pharma and the Customer shall account to EMMO Pharma accordingly; and

7.4.2 any such sale shall be a sale of EMMO Pharma's property on the Customer’s own behalf and the Customer shall deal as principal when making such a sale.

7.5 The Customer’s right to possession of the Goods shall terminate immediately if:-

7.5.1 being an individual the Customer:-

7.5.1.1 has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors;

7.5.2 being a body corporate:-

7.5.2.1 a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other process is levied or enforced upon or sued out against, the whole or any part of the assets of the Customer and such attachment or process is not discharged within seven days;

7.5.2.2 the Customer suspends or threatens to suspend payment of its debts or is, or is deemed for the purposes of any applicable law to be, unable to pay its debts as they fall due or admits inability to pay its debts as they fall due or commences negotiations with all or any class of its creditors with a view to the general readjustment or rescheduling of all or any class of its indebtedness or proposes or enters into any assignment, composition or other arrangement for the benefit of its creditors generally or any class of creditors;

7.5.2.3 a meeting of the Customer is convened for the purpose of considering any resolution for (or to petition for) its winding up or its administration or any such resolution is passed, or any person presents a petition for the winding-up or for the administration of the Customer or any order for the winding-up or administration of the Customer is made or a Notice of Intention to Appoint an Administrator is filed at court or any other step (including petition, proposal or convening a meeting) is taken with a view to rehabilitation, administration, liquidation, winding-up or dissolution of the Customer or any other insolvency or moratorium proceedings involving the Customer;

7.5.2.4 the Customer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it; or

7.5.2.5 the Customer ceases to trade; or

7.5.2.6 the Customer purports to encumber or in any way charge any of the Goods or commits a material breach of the Contract or any other contract between EMMO Pharma and the Customer.

7.6 EMMO Pharma shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from EMMO Pharma.

7.7 The Customer grants EMMO Pharma, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.

8. CANCELLATION AND RETURN OF GOODS

8.1 Orders may not be cancelled without the prior written agreement of EMMO Pharma and may be subject to a cancellation charge. Scheduled Orders must be cancelled in writing at least 8 weeks prior to what becomes the last shipment date. Subscription orders for human red cell products are naturally a special case and written notice is necessary three months prior to what becomes the last shipment date.

8.2 Should it be necessary for Goods to be returned to EMMO Pharma, for whatever reason, the Customer is requested to contact the Customer Services Department for a Returned Goods Authorisation Number. Customers should clearly mark the authorisation number on the package to ensure Goods can be speedily processed. EMMO Pharma cannot accept responsibility for loss or damage to Goods being returned unless EMMO Pharma arranged for the collection.

8.3 If the Goods supplied by EMMO Pharma were defective, there will be no charge for the return of the defective Goods. However, if the Customer wishes to return Goods that were incorrectly ordered, returns are at EMMO Pharma's discretion and EMMO Pharma will charge an input and re-stocking charge of 15% of the invoice value (excluding VAT) subject to a minimum charge of £20/€25. Notification of any return of Goods must be made within one month of receipt of the Goods.

8.4 This returns policy only applies to products which are in an unused, re-saleable condition in their original packaging and does not apply to (1) products which are personalised or customised (2) products not purchased from EMMO Pharma (3) products which have been discontinued (4) products which are out-dated, shelf-worn, used or defaced; reagents, diagnostics, products requiring temperature-controlled storage, sterile or chemical products (5) products which are expired or with an expiry date too short for re-sale.

9. FORCE MAJEURE

9.1 EMMO Pharma shall be under no liability for any delay or failure to perform in the event that the manufacture, supply or delivery of the Goods is prevented or delayed by any act or circumstances beyond EMMO Pharma's reasonable control including but not limited to Act of God, legislation, war, fire, drought, disease, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a trade dispute or owing to any inability to procure materials required for their performance of the Contract.

9.2 EMMO Pharma shall notify the Customer of any circumstance arising under Condition 9.1 and if such circumstance prevails for more than 3 months then either party shall have the option by giving notice in writing to the other to bring the Contract to an end.

10. WARRANTY

10.1 The Customer acknowledges that EMMO Pharma is not a product manufacturer and all Goods are sourced from third party suppliers. Accordingly, EMMO Pharma makes no warranty in relation to the Goods, other than in the terms of any warranty offered to EMMO Pharma from the relevant third party from whom EMMO Pharma sources the Goods (substituting the name of such third party with EMMO Pharma and substituting EMMO Pharma with the Customer). EMMO Pharma shall notify the Customer of the terms of any warranty in relation to such Goods resulting from the application of this Condition 10.1upon the Customer’s request.

10.2 EMMO Pharma warrants that the Services shall be provided with reasonable skill and care.

10.3 EMMO Pharma shall not be liable for a breach of any of the warranties in this Condition 10 if:-

10.3.1 the Customer makes any further use of defective Goods after giving notice of such defects; or

10.3.2 the defect arises because the Customer failed to follow EMMO Pharma's oral or written instructions as to the storage, installation, commissioning, use of the Goods or, if there are none, good trade practices; or

10.3.3 the Customer alters or repairs the Goods without the written consent of EMMO Pharma.

10.4 EMMO Pharma's sole liability for breach of this Condition 10 shall be, in the case of defective Goods, at its option, to repair or replace the Goods or any part thereof or refund the price of such Goods at the pro rata contract rate and in the case of defective Services to re-perform the defective Services. EMMO Pharma's liability under this Condition 10 shall be in lieu of any warranty or condition express or implied, whether by statute or otherwise, including, but without limitation, any implied warranties as to satisfactory quality or fitness for purpose.

11. LIMITATION OF LIABILITY

11.1 Subject to Condition 11.2:-

11.1.1 EMMO Pharma's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising out of or in connection with the performance or contemplated performance of this Contract shall be limited to the price payable by the Customer in respect of this Contract; and

11.1.2 EMMO Pharma shall not be liable to the Customer for:

11.1.2.1 any indirect or consequential loss or damage; or

11.1.2.2 for loss of profit, loss of business, depletion of goodwill.

11.2 Nothing in these Conditions excludes or limits the liability of EMMO Pharma for death or personal injury caused by EMMO Pharma's negligence or fraudulent representation, for breach of section 12 of the Sale of Goods Act 1979 or for any other matter the liability for which cannot be limited by law.

11.3 If due to the Customer’s particular circumstances the limitation in Condition 11.1is unacceptable to the Customer then the Customer shall notify such circumstances to EMMO Pharma who may then accept an extended liability to a level agreed in writing prior to the Contract being entered into, upon payment of the cost of a single insurance premium (if such an insurance policy is available).

12. ACCESS

12.1 Where EMMO Pharma is to carry out work or operations upon the Customer’s premises or other premises at the direction of the Customer, then the Customer must ensure that:-

12.1.1 such premises and any machinery involved and all other arrangements affecting the work or operations are safe and ready by the time EMMO Pharma is scheduled to enter upon such premises to commence such work or operations; and

12.1.2 there will be no delay to the works or operations caused directly or indirectly by such premises or such machinery or arrangements or the state and condition thereof, for which EMMO Pharma is not responsible.

13. TERMINATION

13.1 EMMO Pharma may terminate the Contract without incurring liability to the Customer by giving notice to the Customer at any time if:

13.1.1 the Customer commits a material breach of any of the terms and conditions of the Contract; or

13.1.2 if any of the events referred to in Condition 7.5 occurs in relation to the Customer.

14. CONFIDENTIALITY

Any information which EMMO Pharma discloses relating to the Goods or the Services, which is not in the public domain at the time of disclosure, shall be confidential and shall not be disclosed to any third party or used by the Customer to enable the Customer to manufacture the Goods or use the same as a springboard to develop the Customer’s own products.

15. NOTICES

15.1 All notices required to be served by one party upon the other shall be in writing and may be served on the other to an e-mail address or facsimile number notified for the purpose or at its address set out in the Contract Particulars.

15.2 All such notices may be served by first class pre-paid letter, facsimile transfer or e-mail and (in the absence of proof of earlier receipt) shall be deemed to be served:-

15.2.1 in the case of an inland letter 24 hours after proven despatch or posting;

15.2.2 in the case of any airmail letter 72 hours after proven despatch or posting; and

15.2.3 in the case of facsimile transfer or e-mail at 9 a.m. on the business day of the recipient party next following its despatch and receipt by the transmitting party of machine confirmation of successful transmission to the recipient party’s receiver number.

16. WAIVER AND SEVERANCE

16.1 Any indulgence granted by EMMO Pharma to the Customer and any failure by EMMO Pharma to insist upon strict performance of these Conditions shall not be deemed a waiver of any of EMMO Pharma's rights or remedies nor be deemed a waiver of any subsequent default by the Customer.

16.2 The invalidity, illegality or unreasonableness in whole or in part of any of these Conditions shall not affect the validity of the remainder of such clause or these Conditions.

17. ASSIGNMENT

No Contract is assignable by the Customer without the written consent of EMMO Pharma and each Contract is between EMMO Pharma and the Customer as principals but EMMO Pharma may without consent assign or sub-contract all or any of its rights and obligations under a Contract.

18. ENTIRE AGREEMENT

18.1 The Contract contains the entire agreement between the parties relating to the subject matter of the Contract Particulars and shall supersede all other prior agreements, understandings, negotiations and discussions whether oral or written between the parties.

18.2 The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.

19. GOVERNING LAW AND JURISDICTION

The interpretation and application of every Contract and any contractual or non-contractual dispute or claim arising out of it or in connection with it shall be in accordance with English Law and both parties agree to submit to the exclusive jurisdiction of the English Courts.

20. THIRD PARTIES

The parties to this Contract do not intend that any provisions of this Contract will be enforceable by virtue of the Contract’s (Rights of Third Parties) Act 1999 by any person that is not a party to it.

HEALTH AND SAFETY INFORMATION

Health & Safety at Work Act 1974 This Act requires that we must inform all customers of the hazards and handling requirements in the use of our products. It is recommended that products from this company be handled only by those persons who are properly qualified in the handling and use of toxic and hazardous reagents and chemicals.

Our products are for in-vitro use only. Products which contain materials derived from human sources should be treated as though capable of transmitting infection. Testing components for Hepatitis B Surface Antigen and HIV have been performed in compliance with current recommendations.

Control of Substances Hazardous to Health 2002 (COSHH): In accordance with the guidelines laid down in the Chemicals Hazard Information and Packaging for Supply (Amendment No. 2) Regulations 2002 (CHIP), Material Safety Data Sheets are available on request.

COMPANY AND VAT REGISTRATION NUMBERS

Reg. No.12385867 

England VAT No. GB 346 6782 62

BANKERS

Natwest Bank, 4 Grove Street, Wilmslow. SK9 1EJ

ACCOUNT DETAILS

Account No. 17108098 

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