Terms & Conditions of Sale

1.0 Definitions

1.1 “Customer” means the party identified as the Customer in this Agreement to whom ISOPHARM LIMITED may agree to supply with these Terms and Conditions

1.2 “Isopharm Limited” means Isopharm Limited, Unit 18 Jessops Riverside, 800 Brightside Lane, Sheffield, S9 2RX, United Kingdom, or any subsidiary or associated company.

1.3 “Isopharm Limited” will hereafter be referred to as “The Company”.

1.5 “Products” means any goods, services, materials and or advice provided by The Company to the Customer in accordance with these terms and conditions.

2.0 Order Acceptance

2.1 All orders placed with The Company by the Customer for Products shall constitute an offer to The Company under theses terms and conditions, subject to availability of the Products and to acceptance of the order by The Company authorized representative.

2.2 All orders are accepted and Products supplied subject to these express terms and conditions only. No amendment of these terms and conditions will be valid unless confirmed in writing to the Customer by a Director or the Company’s Secretary of The Company on or after the date hereof.

2.3 It is agreed that these terms and conditions shall prevail over the Customer’s terms and conditions of purchase.

2.4 The Company reserves the right to remove any Product from sale without notice.

3.0 Independent Contractor

3.1 The relationship between The Company and the Customer is that of independent contractor. Neither party is the agent of the other nor neither has any authority to make any contract or make any obligation expressly or implied in the name of the other party without that party’s express prior written consent for the express purposes connected with the performance of this Agreement.

4.0 Delivery

4.1 Any time quoted for delivery of the Products is to be treated as an estimate only and in no event will The Company be liable for any damages or penalty whatsoever arising from any delay howsoever caused.

4.2 Risk shall pass to the Customer at the time that the Products are despatched.

4.3 If products are not received or are received damaged within 7 days of the date of Invoice then the Customer must notify The Company in writing within that 7 days.

4.4 The Company reserves the right to cancel any order up to the point of delivery.

5.0 Cancellations and Rescheduling

5.1 Subject to clause 8.2 of this Agreement any request by the Customer for cancellation or rescheduling of any order will only be considered by The Company if made no less than 14 days of the due delivery date and shall be subject to acceptance by The Company at the sole discretion of The Company and subject to a reasonable cancellation and or administrative charge thereon by The Company. The Customer hereby agrees to indemnify The Company against all loss, costs (including the cost of labour and materials used and overheads incurred), damages and expenses arising out of the order and its cancellation or rescheduling.

6.0 Price

6.1 Websites, catalogues, price lists and other promotional material as used by The Company are intended only as an indication as to the price and range of Products offered and no prices descriptions or other particulars contained therein shall be binding on The Company.

6.2 All quoted or listed prices may be based upon costs to The Company of supplying the Products and in the event that such costs are increased to The Company prior to the supply to the Customer then The Company may at its absolute discretion amend the price charged to the Customer without notice.

6.3 All prices are exclusive of Value Added Tax and any other taxes or duties. All such taxes or duties are payable by the Customer and will be applied in accordance with United Kingdom legislation in force at the time of despatch or invoice as applicable.

7.0 Payment Terms

7.1 Invoices will be raised and dated by The Company at its sole discretion and in accordance with the payment terms as quoted by The Company or its authorized representative. Unless otherwise stated in writing by The Company all monies invoiced payable 30 days from date of invoice. Payments that are not received when payable will be considered to be overdue and remain payable by the Customer together with interest for late payment at the rate of 5% above the base rate for the time being of our current bank. Such interest shall accrue on a daily basis and be payable on demand after as well as before any judgement.

7.2 Unless otherwise stated in writing any and or all Products supplied by The Company shall be and remain the property of The Company until all monies taxes and charges due in respect of any Products supplied at any time have been paid for in full. In the event of non payment beyond the due date, the Customer will cooperate in identifying and returning the equipment to the Company on request.

7.3 The Company reserves the right to cease supplies of Products to the Customer at any time.

8.0 Specification

8. 1 The Company will not be liable In respect of any loss or damage caused by or resulting from the supply of the Products. However The Company will use its reasonable endeavours to ensure that all products are supplied within reasonable tolerances and performances as may be applicable in the normal course of trade.

8.2 The Company reserves the right to increase its quoted or listed price or to charge accordingly in respect of any non-standard Product or specification and in no circumstances will it consider cancellation of such orders.

9.0 Warranty

9. 1 The Company warrants that it has good title to or license to supply (subject to such terms and conditions as may be imposed on the Customer by the licensor or copyright holder) the Products.

9.2 No express or implied warranty is given by The Company other than such warranty as may be provided by the manufacturer or licensor of any Product supplied.

9.3 Except as specifically set out in this clause 9. The Company disclaims and excludes all other warranties whether express or implied by statute or otherwise including but not limited to the warranties of description, design, merchantability and fitness for a particular purpose or arising from any previous course of dealing, usage or trade practice.

10.0 Product Evaluation

10.1 Subject to clause 2.1 of this agreement any Products supplied by the Company to the Customer for evaluation purposes shall be supplied on a ‘sale or return’ basis and it is agreed that;

10.2 Goods must be returned within 30 days unless an extension to the evaluation period is agreed in writing prior to the end of the evaluation period

10.3 Goods must be returned in adherence with section 14 of this agreement

10.4 Unless these conditions are adhered to the Customer is liable to pay the invoice in full for the goods supplied for evaluation.

11.0 Returns Policy

11.1 The Customer shall contact The Company to notify of the intended return of Products. Products will not be accepted back without prior consent.

11.2 A ‘Goods Return Note’ must be obtained from The Company and clearly displayed on or inside all the returned packages.

11.3 The Product must be returned in its original packaging. Products returned without original packaging will not be credited or exchanged.

11.4 The Product must be returned in an as new condition and in perfect working order. Products not returned in this condition will not be credited or exchanged.

11.5 The Product must be returned by a traceable and insured shipping method. Unless the returned Product is signed for by the Company the Product will not be credited or exchanged.

11.6 The Company will despatch a replacement product or process a refund once the Product is received. Returned items may be subject to a handling charge.

11.7 Faulty or damaged goods should be reported within 7 days. Failure to report loss or damage in 7 day will invalidate claim.

11.8 Unauthorized returns or Products no longer required may be charged a 15% fee based on the retail price of the Product plus the original carriage costs for restocking the returned Products.

11.9 Any costs incurred by The Company for disposing or returning the goods will be borne by the Customer.

11.10 This section of the agreement is in addition to your statutory rights.

12.0 Indemnities and Limits of Liabilities

12.1 The Company disclaims and excludes all liability to the Customer in connection with these terms and conditions including the Customer’s use of the Products and in no event shall The Company be liable to the Customer nor any third party for special, indirect or consequential damages including but not limited to the loss of profits or arising from the loss of programs or data in connection with the use of the Products. All terms of any nature express or implied statutory or otherwise as to correspondence and any particular description or sample, fitness for purpose of merchantability are hereby excluded.

12.2 The Customer shall indemnify and defend The Company and It’s employees in respect of any claims from third parties in the unauthorized use, copying and or distribution of any licensed or copyright Products by the Customer and or its employees.

12.3 The Customer shall indemnify and make good any damage to equipment, property and or material that is in the care of The Company when occasioned by any of the Customers employees, directors, or guests.

13.0 Termination

13.1 This Agreement may be terminated forthwith by notice in writing By The Company if the Customer fails to pay any sums due hereunder by the due date notwithstanding the provisions of clause 7.1.

13.2 If either party fails to perform its obligations hereunder by the due date and such failure continues for a period of 30 days after written notice thereof by the other party.

13.3 Any termination of this Agreement pursuant to this clause II. Shall be without prejudice to any other rights and remedies that The Company may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party

14.0 Contract

14.1 The headings in this Agreement are for ease of reference only and shall not affect its interpretation or construction.

14.2 No forbearance delay or indulgence by either party in enforcing its respective rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any of these terms shall be deemed to be a waiver of any other right or later breach.

14.3 In the event of any of these terms and conditions or any part of any of them being judged illegal or unenforceable for any reason, the continuation in full force and effect of the remainder of them shall not be prejudiced.

14.4 Neither party shall be liable to the other party for any delay in or failure to perform its obligations hereunder (other than a payment of money) where such delay or failure results from force majeure, act of God, fire, explosion, accident, industrial dispute or any other cause beyond reasonable control.

14.5 All documents, invoices and notices given hereunder by either party shall be in writing and shall be deemed to have been delivered within 3 days when posted to the last known registered office or address of the recipient.

14.6 For the purposes of clarity to these terms and conditions the use of the singular shall also mean the plural and vice versa and the use of the masculine shall also mean the feminine and vice versa.

14.7 These terms and conditions shall be governed and constituted in accordance with English Law and shall be determined by an English Court of Law.