General Conditions of Sale Eumedica Pharma Ltd
- Sales of goods, works or services offered by EUMEDICA PHARMA LTD are governed exclusively by these general conditions of sale (hereafter referred to as the “General Terms and Conditions”), which cancel and replace those of its co-contracting parties and which may not be departed from without advance written approval.
By way of derogation from the previous paragraph, the General Terms and Conditions do not apply to the sale of goods or services that are part of a public procurement contract whose specifications are incompatible with the General Terms and Conditions, but only to the extent of this incompatibility.
Without prejudice to the previous paragraph, by the sole fact of its order, the buyer unreservedly accepts the application of the General Terms and Conditions. If a provision or part of a provision of the General Terms and Conditions, an offer, an order or the sales agreement, to which these General Terms and Conditions apply, is declared invalid, it shall, to the extent possible, be replaced by a valid, legal and enforceable clause reflecting as much as possible the original intentions, while the remaining provisions of these General Terms and Conditions, the offer, the order or the sales agreement to which they apply, remain in force. EUMEDICA PHARMA LTD reserves the right to adapt or modify the General Terms and Conditions at any time, it being understood that the applicable General Terms and Conditions are those in force on the day of the order.
- All goods sold by EUMEDICA PHARMA LTD shall be regarded, unless specified otherwise, as having been delivered at place and are payable to EUMEDICA PHARMA LTD, 8 Northumberland Avenue, WC2N 5BY London, United Kingdom.
- It is the responsibility of the buyer to receive and check the goods immediately. To be considered, any complaint concerning an order or its delivery must be sent in writing to EUMEDICA PHARMA LTD, 8 Northumberland Avenue, WC2N 5BY London, United Kingdom, within 5 days of delivery of the order; after this period, the complaint can no longer be considered. No return of goods is accepted without the prior written consent of EUMEDICA PHARMA LTD, this consent may be refused for duly justified reasons.
- For resale, our specialized preparations, in all their presentations, must be offered exclusively in our intact packaging. Clinical presentations are for hospitals and clinics only.
- All our invoices are payable on the due date stated on the invoice. Any sum not paid by the due date shall automatically, without prior notice, bear interest of 8 % above the Bank of England base rate a year as well as a lump-sum indemnity equal to 15% of the unpaid invoice amount, without this indemnity being less than 100 £. In the event of non-payment of an invoice more than 30 days from its due date, EUMEDICA PHARMA LTD reserves the right to automatically terminate, without prior formal notice or judicial authorisation, the sale agreement without prejudice to its right to additional damages.
- Unless prohibited by law, EUMEDICA PHARMA LTD reserves the absolute right either to unilaterally cancel ipso jure, without prior notice, any sale contract, and any delivery in progress, or to demand from the purchaser guarantees for the proper execution of the obligations assumed, whenever objective elements suggest that the co-contracting party’s financial situation has worsened.
- EUMEDICA PHARMA LTD retains ownership of the goods sold until full payment of the price. Without prejudice to Article 9 below, the burden of risk shall be transmitted to the buyer upon receipt of the goods, regardless of the method of delivery or the method of payment.
- EUMEDICA PHARMA LTD may only be held liable by its gross and/or intentional fault and/or its fault concerning its essential obligation to deliver the goods and/or services offered; this even applies to EUMEDICA PHARMA LTD employees. In any event, the liability of EUMEDICA PHARMA LTD shall not exceed the price of the goods sold or the amount of the services offered. EUMEDICA PHARMA LTD shall in no event be liable for any loss or consequential and/or indirect damages, such as loss of turnover, customers or image, penalties for delay, caused to the buyer.
- Neither party may be held liable in the event of total or partial non-performance of one of its obligations, if this non-performance is due to the occurrence of an event constituting a case of force majeure. A case of force majeure includes, among other things, a state of war, revolt, riots, civil unrest, actions taken by civil or military authorities, embargoes, explosions, strikes or social conflicts, lock-out, a lack of raw and auxiliary materials, a lack of work resources, a breakdown or shutdown of public utility equipment, floods and other exceptional climatic circumstances such as persistent snow or frost, fire or storm, a lack of available means of transport, exceptional traffic disruptions, epidemics (including in particular the COVID-19 epidemic), accidents and/or defects, which prevent the normal fulfilment of orders, either by EUMEDICA PHARMA LTD or by one of its suppliers. The party affected by an event of force majeure shall inform the other party in writing as soon as possible and shall endeavour to make every effort to reduce as far as possible the harmful effects resulting from this situation. In the event of a force majeure event lasting more than ten (10) days, EUMEDICA PHARMA LTD shall be entitled to terminate the affected orders by any means, giving five (5) working days’ notice, without payment of compensation.
- If the contractual balance of the respective obligations of the parties is modified to the point that the performance of the contract would become disadvantageous for one of the parties, the parties shall negotiate in order to determine by mutual agreement the ways and means of returning to a fair balance of the obligations prevailing at the time of the conclusion of this contract in good faith. If, within thirty (30) days of written notification of the aforementioned circumstances by one of the parties, the negotiation has failed, the first party to act may refer the matter to the competent court pursuant to Article 12 below.
- Each party undertakes to comply with the provisions of applicable law, including European Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data (GDPR) and the Law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data. In particular, each party undertakes to:
– Inform the data subjects of the purpose(s) and means of the data processing carried out, obtain their prior consent if necessary and enable them to exercise their rights;
– Implement appropriate technical and organisational measures to ensure the security of this data, namely its confidentiality, integrity, and availability.
- These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales and the parties hereto irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales for the determination of all disputes or claims which may arise out of or in connection with this Contract or the Terms and Conditions.