Terms and Conditions of Supply

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Terms and Conditions of Supply

1.1 Definitions:
"Business Day" a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
"Business Hours" the period from 9.00 am to 5.00 pm on any Business Day.
"Conditions" the terms and conditions set out in this document as amended from time to time in accordance with clause 12.3.
"Contract" the contract between Vetio Animal Health and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
"Customer" the company, partnership or firm which purchases the Goods from Vetio Animal Health.
“Vetio Animal Health” Vetio Animal Health Ltd, registered in England and Wales under company number 06205607, whose registered office is at 1a New Walks, Shepshed, Loughborough, Leicestershire LE12 9AP;
"Force Majeure Event" an event, circumstance or cause beyond a party's reasonable control.
"Goods" the goods (or any part of them) set out in the Order.
"Order" the Customer's order for the Goods, as set out in the Customer’s purchase order form, the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.
"Specification" any specification for the Goods, including any related plans and drawings, that is agreed by the Customer and Vetio Animal Health.
"Warranty Period" has the meaning given in clause 6.1.
1.2 1.2 Interpretation
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its successors and permitted assigns.
1.2.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5 A reference to writing or written excludes fax but not email.
2.1 The Customer must be a veterinary practice, and must have submitted a completed registration form to us, which we have accepted (at our sole discretion), before ordering any Goods.
2.2 The Customer shall ensure that only authorised representatives of its firm shall place Orders.
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.4 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.5 The Order shall only be deemed to be accepted when Vetio Animal Health issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.6 Vetio Animal Health may decline to fulfil any Order for any reason. Goods are subject to availability. Also, the Vetio Animal Health website may be unavailable for any length of time.
2.7 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any document of the Customer that is inconsistent with these Conditions.
2.8 Any samples, drawings or advertising produced by Vetio Animal Health and any illustrations contained in Vetio Animal Health’ catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.9 A quotation for the Goods given by Vetio Animal Health shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.
3.1 The Goods are described in Vetio Animal Health' catalogue or on its website, as modified by any applicable Specification.
3.2 Vetio Animal Health reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and shall notify the Customer in any such event.
4.1 The Customer may only resell the Goods to registered clients of its veterinary practice, and not to any other person or firm.
4.2 The Customer indemnifies Vetio Animal Health against any loss or cost which arises as a result of breach of condition 4.1.
5.1 Delivery shall be Ex Works the address stated in the Order, and the Customer shall collect the Goods promptly.
5.2 Vetio Animal Health shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the contract number, and the type and quantity of the Goods.
5.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
5.4 If Vetio Animal Health fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
6.1 Vetio Animal Health warrants that on delivery, and for the shelf life stated on the relevant Goods (Warranty Period), the Goods shall:
6.1.1 conform in all material respects with their description and any applicable Specification;
6.1.2 be free from material defects in design, material and workmanship;
6.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
6.1.4 be fit for any purpose held out by Vetio Animal Health.
6.2 Subject to clause 6.3, if:
6.2.1 the Customer gives notice in writing to Vetio Animal Health, during the Warranty Period and within a reasonable time of discovery, that some or all of the Goods do not comply with the warranty set out in clause 6.1;
6.2.2 Vetio Animal Health is given a reasonable opportunity of examining such Goods; and
6.2.3 the Customer (if asked to do so by Vetio Animal Health) returns such Goods to Vetio Animal Health at the Customer’s cost; then Vetio Animal Health shall, at its option, replace the defective Goods, or refund the price of them in full.
6.3 Vetio Animal Health shall not be liable for the Goods' failure to comply with the warranty set out in clause 6.1 if:
6.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2;
6.3.2 the defect arises because the Customer failed to follow Vetio Animal Health' oral or written instructions as to the storage or use of the Goods or (if there are none) good trade practice regarding the same;
6.3.3 the defect arises as a result of Vetio Animal Health following any specification supplied by the Customer;
6.3.4 the Customer alters such Goods without the written consent of Vetio Animal Health;
6.3.5 the defect arises as a result of wilful damage, negligence, or abnormal storage conditions.
6.4 Except as provided in this clause 6, Vetio Animal Health shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.
6.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6.6 These Conditions shall apply to any replacement Goods supplied by Vetio Animal Health.
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title to the Goods shall not pass to the Customer until Vetio Animal Health receives payment in full (in cash or cleared funds) for the Goods.
7.3 Subject to clause 7.4, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Vetio Animal Health receives payment for the Goods. However, if the Customer resells the Goods before that time:
7.3.1 it does so as principal and not as Vetio Animal Health’ agent; and
7.3.2 title to the Goods shall pass from Vetio Animal Health to the Customer immediately before the time at which resale by the Customer occurs.
7.4 At any time before title to the Goods passes to the Customer, Vetio Animal Health may:
7.4.1 by notice in writing, terminate the Customer's right under clause 7.3 to resell the Goods or use them in the ordinary course of its business; and
7.4.2 require the Customer to deliver up all Goods in its possession that have not been resold and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
8.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in Vetio Animal Health’ published price list in force as at the date of delivery.
8.2 Vetio Animal Health may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to any factor beyond Vetio Animal Health’ control (including, without limitation, foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs).
8.3 The price of the Goods:
8.3.1 excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Vetio Animal Health at the prevailing rate, subject to the receipt of a valid VAT invoice; and
8.3.2 excludes the costs and charges of packaging, insurance and transport of the Goods.
8.4 Vetio Animal Health may invoice the Customer on or at any time after the completion of delivery.
8.5 The Customer shall pay each invoice submitted by Vetio Animal Health:
8.5.1 within 30 days of the date of the invoice; and
8.5.2 in full and in cleared funds to a bank account nominated in writing by Vetio Animal Health, and
8.5.3 time for payment shall be of the essence of the Contract.
8.6 If the Customer fails to make a payment due to Vetio Animal Health under the Contract by the due date, then, without limiting Vetio Animal Health’ remedies under clause 10, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9.1 Vetio Animal Health has been unable to obtain insurance in respect of certain types of loss at a commercially viable price.
9.2 The restrictions on liability in this clause 9 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
9.3.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
9.3.2 fraud or fraudulent misrepresentation;
9.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
9.3.4 defective products under the Consumer Protection Act 1987.
9.4 Subject to clause 9.3, Vetio Animal Health' total liability to the Customer shall not exceed 120% of the value of the Order.
9.5 Subject to clause 9.3, the following types of loss are wholly excluded:
9.5.1 loss of profits;
9.5.2 loss of sales or business;
9.5.3 loss of agreements or contracts;
9.5.4 loss of anticipated savings;
9.5.5 loss of use or corruption of software, data or information;
9.5.6 loss of or damage to goodwill; and
9.5.7 indirect or consequential loss.
9.6 This clause 9 shall survive termination of the Contract.
10.1 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
10.1.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
10.1.2 the other party takes any step or action in connection with its entering administration, or suspends its business.
10.2 Without limiting its other rights or remedies, Vetio Animal Health may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
10.3 On termination of the Contract for any reason the Customer shall immediately pay to Vetio Animal Health all of Vetio Animal Health’ outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Vetio Animal Health shall submit an invoice, which shall be payable by the Customer immediately on receipt.
10.4 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
10.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for two months, the party not affected may terminate the Contract by giving 10 days’ written notice to the affected party.
12.1 Vetio Animal Health may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
12.2 The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
12.3 No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.4 A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
12.5 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 12.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
12.6 Any notice given to a party under or in connection with the Contract shall be in writing and shall be sent by email to the following addresses (or an address substituted in writing by the party to be served):
(i) info.uk@vetio.com (for Vetio Animal Health).
(ii) the email address stated on the Registration Form (for the Customer).
12.6.2 Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.
12.6.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
12.7 No partnership, joint venture or agency exists between the parties, and neither party has any authority to bind the other into a contract.
12.8 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
12.9 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
12.10 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.