TERMS & CONDITIONS
DEFINITIONS
“Supplier” means supplier of the goods & services – WELBY HEALTHCARE LIMITED
“Buyer” means the person, firm or company purchasing the goods.
“Goods” means the finished goods or bulk material or services to be supplied by the Supplier to the Buyer under this contract.
“Conditions” means the Terms & Conditions set out in this document and any special terms agreed in writing by the seller.
- ACCEPTANCE OF ORDERS
1.1 All orders are only accepted by Welby Healthcare Limited subject to these terms which form part of the contract of sale. Unless otherwise agreed in writing signed on behalf of Welby Healthcare Limited these terms override any other terms.
1.2 A binding contract comes into place on receipt of an official Purchase Order from the Buyer which may be received by email or printed document. The order and these Standard Terms of Sale constitute the whole agreement between the parties and replace any earlier contracts or agreements. The Supplier accepts no responsibility for errors or misunderstandings on orders not placed or confirmed in writing.
1.3 The Supplier will not accept responsibility where the Buyer has incorrectly stated material type, specification or product/product code. Cancellations cannot be accepted after the manufacturing process has commenced.
1.4 All quotations are valid for 60 days from date of issue. Unless shown, prices quoted exclude VAT & Delivery.
- SPECIFICATION OF GOODS
2.1 Save as specified in writing in the order form, materials and manufacture of the goods are at the discretion of Welby Healthcare Limited.
2.2 When product is developed and manufactured to buyer’s specification, Orders will only be accepted in writing, stating the product specification, code and all other relevant information. No cancellation will be accepted once the Supplier has ordered components specific to the Buyer’s order or the goods have been manufactured and once manufactured the Buyer will be liable for the full costs. Changes to orders for bespoke goods will only be accepted if the Supplier is reasonably able to accommodate the request without additional work.
2.3 The Supplier will confirm in writing an order placed verbally which must be agreed in writing by Buyer.
2.4 All ingredients listed to the Buyer for use in any product must be checked and researched by the Buyer to ensure they meet the Buyers complete specification and end use. When placing an order for manufacture or testing of any product, it will be deemed that the Buyer has completed this research and confirms that these ingredients are to be used. Any request for changes to listed ingredients must be received and agreed by the Supplier in writing. This must be agreed before components have been purchased on behalf of buyer.
2.5 All literature including ingredients for use in marketing material, labels, packaging, websites etc must be approved in writing by the Buyer. It is the Buyers responsibility to check spellings of all ingredients and marketing information. The Supplier is not liable for any costs that maybe incurred due to incorrect printing of any material or for false misrepresentation of the products use or ingredients.
2.6 The suitability of the goods for any particular purpose is at the Buyer’s risk unless specifically stated in the order form. No specific ingredients or formula is agreed unless specified in the order form. The Buyer undertakes to ensure that all information provided to Welby before manufacture is accurate. Any opinion or advice given by the Supplier or any recommendation made is in good faith and to the best of the Supplier’s knowledge as to the accuracy thereof, but without legal responsibility. The Buyer must satisfy himself as to the suitability of any Goods purchased for its actual use and as to all aspects of Health & Safety, and upon ordering the Buyer shall be deemed to have done so
2.7 Welby Healthcare Limited agrees to deliver goods of satisfactory quality for the purposes of section 14 of the Sale of Goods Act 1979 in accordance with any description stated in the order form and any samples supplied.
2.8 Welby Healthcare Limited retains all intellectual property rights to the products it manufactures and/or supplies. This includes all designs, formulas and manufacturing processes.
2.9 Welby Healthcare Limited will provide product details for inclusion in Product Information File (PIF) or registration on EU Cosmetic Safety Portal but this will not include information that it regards as commercially sensitive, to Buyers or third parties. This information can be made available to competent authorities if & when required.
2.10 Welby Healthcare Limited will provide Material Safety Data Sheets (MSDS) for each finished product supplied.
2.11 COSMETIC REGULATIONS & STANDARDS
Unless stated otherwise, all Welby Healthcare Limited products are designed, manufactured and tested to current regulations in the European Union (EU) only.
Although EU regulations are generally accepted in many international markets Welby Healthcare Limited does not warrant that they meet local regulations and the Buyer should not sell them on that basis.
2.12 Where necessary the Buyer should, at their own risk and cost, obtain any necessary approval or certification required to sell products manufactured by Welby Healthcare Limited in countries outside the EU.
3.0 Confidentiality & Non Disclosure & Intellectual Property
3.1 All formulations, methods, specifications, test results, safety reports and information related to products developed for the Buyer will remain the property of Welby Healthcare Limited.
3.1 All parties shall treat any information on ingredients, formulas, processes, designs, testing methods and test results as Confidential Information and shall not disclose or transfer the Confidential Information, or any part of it, to a third party. In addition the Buyer will limit access to the Confidential Information to such of its employees as are necessary and shall ensure that each employee observes the conditions set out in these terms & conditions.
3.2 Due to the requirements of ongoing contracts, confidentiality and non-disclosure agreements, proprietary and commercially sensitive processes, buyers and customers will not be permitted access to any Welby manufacturing facilities.
3.3 Welby Healthcare may require payment for product development and regulatory testing on standard stock products formulations which have been changed to suit the Buyer’s requirements. Changes to these completed formulations remain the property of the Supplier though formulations developed by the Supplier for a Buyer may on agreement be used exclusively for that Buyer.
4.0 Customer Supplied Components
- 1 It is the responsibility of the Buyer to ensure that all components including packaging, raw materials, fragrances, printed materials and containers which are supplied on a ‘free issue’ basis have been tested, inspected and verified to ensure compatibility with finished product being manufactured by Welby.
4.2 Buyer is responsible for ensuring delivery times of free issue components is agreed with Welby and that storage or use of all components is at the risk of ‘Buyer.
4.3 Welby reserves the right to charge for storage and insurance of free issue goods.
4.4 It is the responsibility of the Buyer to ensure that free issue components are delivered within timescale agreed with Supplier and no responsibility can be borne by Welby for late delivery of order which has been caused by late delivery of necessary components.
- DELIVERY OF THE GOODS
5.1 Supplier shall be entitled to withhold delivery of any order if any money due to the Supplier is outstanding. The Supplier shall not be liable for any consequential loss arising from non-delivery or late delivery of any goods ordered by the Buyer, nor for any damage, injury of loss, however arising with the Goods supplied by the Supplier.
5.2 Delivery times/lead times quoted are based on information to hand at the time of quotation and is the estimated date of dispatch. No liability is accepted for delays or the effects thereof.
5.3 The Buyer shall be responsible for all off loading and will indemnify the Supplier for any damage or liability, which may occur.
6 ACCEPTANCE OF THE GOODS
6.1 The Buyer shall inspect the goods on delivery and shall within 3 working days of delivery notify the Supplier of any shortages, damages, or failure to comply the order. In the event of a complaint the Buyer shall afford the Supplier an opportunity to inspect the goods within a reasonable time before any use of the Goods. If the Buyer shall fail to comply within these provisions the Goods shall be conclusively presumed to be in accordance with the order and free of any damage or defaults.
6.2 If the Goods have been ordered by the Buyer to a particular specification, the Buyer shall be responsible for the specification and shall not be entitled to reject the goods unless Goods do not comply with the Buyer’s specification.
6.3 The type of products manufactured and supplied by Welby have a pre determined shelf life/expiry date. This information will be coded onto finished goods or detailed on delivery note for bulk goods. It is the responsibility of the Buyer to be aware of this and rotate stock accordingly. It is the responsibility of the Buyer to dispose of out of date stock responsibly.
6.4 The type of products manufactured and supplied by Welby may require specific storage conditions. It is the responsibility of the Buyer to adhere to these conditions.
- TERMS OF PAYMENT
Unless otherwise agreed in writing between the parties:
7.1. In respect of Goods, the Seller shall invoice the Buyer on or at any time after completion of delivery; payment of invoices shall be made by the Buyer in full and cleared funds to the Seller’s nominated bank account within 30 days after the date of invoice.
New customers will always be supplied on a pro-forma basis until a credit account is established.
The Company reserves the right to charge interest on overdue monies at the rate of 5% per annum above the bank base rate and varied from time to time. In addition, if the Customer defaults on payment the Company reserves the right to place the matter in the hands of their debt recovery agents, without prior warning in writing, and shall be entitled to a full reimbursement of any fees or disbursements paid to the debt recovery agent to aid recovery of monies outstanding to the Company.
- TITLE OF THE GOODS
8.1 The Goods sold to the Buyer shall remain the property of the Supplier until payment in full of all amounts invoiced or due to the supplier. If such payment is overdue in whole or in part the Supplier may (without prejudice to his other rights) recover or resell the Goods or any part of them and may enter upon the Buyer’s premises for that purpose.
8.2 If any of the Goods are mixed or converted into other goods before such payment, the property in the whole of such other goods shall be and remain with the Supplier until the Supplier has received the full payment. The Buyer agrees to store such goods or any mixture of conversion of these goods in such a way that they are readily identifiable as the property of the Supplier. If the Buyer sells or disposes of the goods, the Buyer will hold the proceeds of such sale or disposal and any rights for claims against third parties arising from such sale or disposal, upon trust for the Supplier. The Buyer will take steps as are necessary to keep such proceeds separate from other monies
8.3 From the time of delivery the goods are at the Buyer’s risk. It is for the Buyer to arrange adequate insurance cover for this risk until the full title passes to the Customer.
THE LAWS OF SCOTLAND, ENGLAND & WALES GOVERN THIS CONTRACT.