MHRA Terms and conditions of supply of BP Chemical Reference Substances and BP Nucleic Acid Reference Materials
These Terms will apply to any Contract for the supply of the Products. The Recipient must read these Terms carefully and make sure that the Recipient understands them before ordering any Products from the site. Before placing an order the Recipient will be asked to agree to these Terms. If the Recipient refuses to accept these Terms, the Recipient will not be able to order any Products from the site.
The Recipient should print a copy of these Terms or save them to the Recipient’s computer for future reference.
The Supplier amends these Terms from time to time as set out in clause 8 . Every time the Recipient wishes to order Products, please check these Terms to ensure the Recipient understands the terms which will apply at that time. These Terms were most recently updated in July 2015.
These Terms, and any Contract between the Supplier and the Recipient, are only in the English language.
The following meanings are given to the definitions used throughout these Terms:
“Site ” means the website with URL www. pharmacopoeia.com;
“Consumer” means an individual purchasing a Product for purposes which are wholly or mainly unrelated to that individual’s trade, business, craft or profession;
“Contract” means the contract between the Supplier and the Recipient for the sale and purchase of Products in accordance with these Terms;
“Delivery” shall have the meaning given in clause 10;
“Event Outside the Supplier’s Control” shall have the meaning given in clause 16;
“FOIA” the Freedom of Information Act 2000 and the Environmental Information Regulations 2004;
“MHRA” or “Supplier” means Medicines and Healthcare products Regulatory Agency, an Executive Agency of the Department of Health and Social Care and responsible to the Secretary of State for Health with address 10 South Colonnade, Canary Wharf, London E14 4PU;
“Order Confirmation” means an e-mail confirming that the Products have been dispatched and which includes an invoice stating any applicable value added tax (“VAT”), delivery note and customer order tracking number.
“Products” means British Pharmacopoeia Chemical Reference Substances and British Pharmacopoeia Nucleic Acid Reference Materials;
“Recipient” means the organisation, or its representative, who has requested and is supplied with the Products by MHRA;
“Supplier” means MHRA;
“TSO” means The Stationery Office Limited, a company registered in England and Wales under company number 03049649 and with registered office at 55 Wells Street, London, W1A 3AE. TSO’s VAT number is GB662774703;
“Website Acceptable Use Policy” means (see Acceptable Use Policy);
1.1 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.2 Reference in these Terms to "in writing" will include e-mail.
1.3 A reference to any party shall include that party’s representatives.
1.4 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. INFORMATION ABOUT THE SUPPLIER
The Supplier is the MHRA.
(a) If the Recipient wishes to contact the Supplier for any reason, including a complaint, the Recipient can contact the Supplier by telephoning the Supplier’s customer service team at +44 (0)2030806561 or by e-mailing the Supplier at firstname.lastname@example.org;
(b) If the Supplier has to contact the Recipient or give the Recipient notice in writing, the Supplier will do so by e-mail or by pre-paid post to the address the Recipient provides to the Supplier in the Recipient’s order.
3. THE SUPPLIER’S PRODUCTS
Although the Supplier has made every effort to be as accurate as possible, the actual Products may differ in volumes, sizes, weights, capacities, dimensions and measurements indicated on the site.
4. USE OF THE SITE
4.1 TSO operates and manages the site on the Supplier’s behalf.
5. HOW THE SUPPLIER USES THE RECIPIENT’S PERSONAL INFORMATION
6. BUSINESS CUSTOMERS
6.1 Sales of Products are only made on a business to business basis. The Recipient acknowledges and confirms that the Recipient is not purchasing Products as a Consumer. In addition, the Recipient confirms that the person entering into the Contract has authority to bind the Recipient.
7. ORDERS AND CANCELLATIONS
7.1 The Supplier’s shopping pages will guide the Recipient through the steps the Recipient needs to take to place an order with the Supplier. The Recipient should take the time to read and check the Recipient’s order at each page of the order process.
7.2 After the Recipient places an order, the Recipient will receive an e-mail from the Supplier acknowledging that the Supplier has received the Recipient’s order. However, please note that this does not mean that the Recipient’s order has been accepted. The Supplier’s acceptance of the Recipient’s order will take place as described in clause 7.4.
7.3 If the Supplier is unable to supply the Recipient with a Product, for example because that Product is not in stock or no longer available or because the Supplier cannot meet the Recipient’s requested delivery date, the Supplier will inform the Recipient of this by e-mail and the Supplier will not process the Recipient’s order. If the Recipient has already paid for the Products, the Supplier will refund the Recipient the full amount including any delivery costs charged as soon as possible.
7.4 The Supplier will confirm the Supplier’s acceptance to the Recipient by sending the Recipient an Order Confirmation. The Recipient may cancel an order at any time before it is dispatched. If the Recipient has already paid for the Products, the Supplier will refund the Recipient the full amount including any delivery costs charged. The Recipient may not cancel an order after it has been dispatched.
8. THE SUPPLIER’S RIGHT TO VARY THESE TERMS
8.1 The Supplier amends these Terms from time to time. Please look at the top of this page to see when these Terms were last updated and which Terms were changed.
8.2 Every time the Recipient orders Products from the Supplier, the Terms in force at the time of the Recipient’s order will apply to the Contract between the Recipient and the Supplier.
8.3 The Supplier may revise these Terms as they apply to the Recipient’s order from time to time to reflect changes in relevant laws and regulatory requirements.
9. THE RECIPIENT’S USE OF PRODUCTS
9.1 The Recipient shall at all times have and maintain appropriate policies in place to ensure the safe and proper handling, storage, use and disposal of the Products and to safeguard the Products from theft or misuse.
9.2 The Recipient shall ensure that the Recipient has in place all necessary consents, permissions and licences required by the Recipient’s government or other authorities for the import, storage and use of the Products at all times.
9.3 The Products are intended for laboratory use only. The Recipient shall not use the Products for application in human subjects or animals.
9.4 The Recipient shall only use the Products in accordance with any instructions for use or other documentation provided by MHRA.
9.5 The Recipient acknowledges that any results obtained from the Products are likely to be dependent on conditions of storage and use and this variability of the Products is beyond the Supplier’s control.
9.6 The Recipient shall ensure that all the Recipient’s employees and all other persons engaged in testing using the Products are aware of and comply with the terms of this Contract and the Recipient shall at all times be liable for the failure of such persons to comply with the terms of this Contract as though such failure were a breach by the Recipient of the terms of this Contract.
9.7 The Recipient acknowledges that the Products may be hazardous.
10. DELIVERY AND REFUNDS
10.1 Delivery shall be completed when the Products arrive at the Recipient’s nominated premises, or from the time of collection of the Products from The Supplier’s nominated premises by or on behalf of the Recipient, whichever is the earlier (“Delivery”). The Products will be the Recipient’s responsibility from that time.
10.2 Time shall not be of the essence in relation to any Delivery.
10.3 Unless otherwise expressly agreed, the Supplier may effect delivery of the Products in one or more instalments. Each instalment shall be treated as a separate agreement governed by these Terms.
10.4 Upon Delivery the Recipient shall immediately inspect the packages and notify the Supplier within seven (7) days of Delivery of any shortfall, incorrect items or external damage. In the case of non-delivery of the Products, the Recipient shall notify the Supplier within seven (7) days of receipt of notification from the Supplier that the Products have been dispatched. Subject to clause 10.5, if any claim is so notified the Supplier’s sole responsibility will be limited to replacing or re-delivering the Products in question and these Terms shall apply to any replacement Products supplied by the Supplier.
10.5 The Supplier shall not be obliged to replace or re-deliver any Products where non-delivery or damage is caused by the Recipient’s failure to provide the Supplier with adequate delivery instructions, fair wear and tear, abnormal or unsuitable conditions of storage or any use, act, neglect or default of the Recipient or the Recipient’s representatives, agents, employees or nominees.
10.6 The Recipient owns the Products once the Supplier has received payment in full, including all applicable delivery charges, import duties and taxes.
10.7 The Recipient is responsible for clearing all orders through local customs and, as stated in 11.3, payment of duties and taxes is the responsibility of the Recipient. If an order is not cleared and is returned to the Supplier, the Recipient will be liable for the cost of the order. Should the Recipient still wish obtain these standards, a new order will have to be placed. Any returned standards will be disposed of and will not be resent.
11. INTERNATIONAL DELIVERY
11.1 There may be logistical, customs or legal restrictions affecting the delivery of some Products to certain destinations outside the United Kingdom. Where this is the case the Supplier will contact the Recipient to discuss arrangements for the supply and delivery of the Products ordered.
11.2 If the Recipient orders Products from the site for delivery outside the United Kingdom, the Recipient’s order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that the Supplier has no control over these charges and the Supplier cannot predict their amount.
11.3 The Recipient will be responsible for payment of any such import duties and taxes. The Recipient shall contact the Recipient’s local customs office for further information before placing the Recipient’s order.
11.4 The Recipient must comply with all applicable laws and regulations of the country for which the Products are destined. The Supplier will not be liable or responsible if the Recipient breaks any such law.
12. PRICE OF PRODUCTS AND DELIVERY CHARGES
12.1 Prices for the Supplier’s Products may change from time to time, but changes will not affect any order the Recipient has already placed.
12.2 Prices of Products are stated exclusive of amounts in respect of value added tax (“VAT”). The Recipient shall, on receipt of a valid VAT invoice from the Supplier, pay the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Product(s).
12.3 The price of a Product does not include delivery charges. The Supplier’s delivery charges are as advised to the Recipient during the check-out process, before the Recipient confirms the Recipient’s order. To check relevant delivery charges, please refer to the Supplier’s Delivery Charges page.
13. HOW TO PAY
13.1 The Recipient can pay for Products and delivery charges using a debit card or credit card or via bank transfer or cheque. Payment details are shown on the invoice.
13.2 Where the Recipient pays by debit card or credit card, payment will be taken at the time the order is placed. Where payment is to be made via bank transfer or cheque the Recipient shall ensure that payment is made within 30 days after the date of the invoice, in full and in cleared funds to the bank account nominated in writing by the Supplier.
13.3 If the Recipient fails to make any payment due to the Supplier under the Contract by the due date for payment (“due date”), then the Supplier may charge interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether such payment is made before or after judgement. The Recipient shall pay the interest together with the overdue amount. The Supplier reserves the right to refuse to accept further orders from the Recipient if any payment is overdue.
14. THE SUPPLIER’S WARRANTY FOR THE PRODUCTS
14.1 The Supplier provides a warranty that on delivery and for a period of three (3) months from delivery, the Products shall be free from material defects. The Recipient acknowledges that the Products are perishable. However, this warranty does not apply in the circumstances described in clause 14.2.
14.2 The warranty in clause 14.1 does not apply to any defect in the Products arising from:
(a) fair wear and tear;
(b) wilful damage, abnormal storage or working conditions, accident, negligence by the Recipient or by any third party;
(c) if the Recipient fails to use the Products in accordance with the user instructions;
(d) any alteration by the Recipient or by a third party who is not one of the Supplier’s authorised partners; or
(e) any specification provided by the Recipient.
15. THE SUPPLIER’S LIABILITY
15.1 Nothing in these Terms limits or excludes the Supplier’s liability for:
(a) death or personal injury caused by the Supplier’s negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) defective products under the Consumer Protection Act 1987.
15.2 Subject to clause 15.1, the Supplier will under no circumstances whatever be liable to the Recipient, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
15.3 Subject to clause 15.1, the Supplier’s total liability to the Recipient in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Products.
15.4 Except as expressly stated in these Terms, the Supplier does not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, the Supplier will not be responsible for ensuring that the Products are suitable for the Recipient’s purposes.
16. EVENTS OUTSIDE THE SUPPLIER’S CONTROL
16.1 The Supplier will not be liable or responsible for any failure to perform, or delay in performance of, any of the Supplier’s obligations under a Contract that is caused by an Event Outside the Supplier’s Control. An Event Outside the Supplier’s Control is defined below in clause 16.2.
16.2 An Event Outside the Supplier’s Control means any act or event beyond the Supplier’s reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport or customs disputes and delays or delivery problems outside the Supplier’s reasonable control.
16.3 If an Event Outside the Supplier’s Control takes place that affects the performance of the Supplier’s obligations under a Contract:
(a) the Supplier will contact the Recipient as soon as reasonably possible to notify the Recipient; and
(b) the Supplier’s obligations under a Contract will be suspended and the time for performance of the Supplier’s obligations will be extended for the duration of the Event Outside the Supplier’s Control. Where the Event Outside the Supplier’s Control affects the Supplier’s delivery of Products to the Recipient, the Supplier will arrange a new delivery date with the Recipient after the Event Outside the Supplier’s Control is over.
16.4 The Recipient may cancel a Contract affected by an Event Outside the Supplier’s Control which has continued for more than 30 days. To cancel please contact the Supplier.
17. PUBLICITY AND PUBLICATION
17.1 Subject to clause 17.2, in any publication making reference to the Products, due acknowledgement shall be given of the source of the Products (quoting the Supplier’s catalogue reference number).
17.2 The Recipient shall not use the name of the MHRA, the British Pharmacopoeia (“BP”), or the BP’s role and/or reputation as a centre of the MHRA, an Official Medicines Control Laboratory, a National or a European Control Testing Laboratory, or as a World Health Organization International Laboratory, in any publication (including publicity or promotional materials) in any way which suggests or could be construed as an endorsement of the Recipient’s products, services or research by these entities.
17.3 Nothing in this Agreement shall restrict the Supplier’s right to disclose the existence of a relationship between the Supplier and the Recipient for the purpose of declaring potential conflict of interest to any committee or regulatory body in accordance with the Supplier’s statutory duties.
18. FREEDOM OF INFORMATION
18.1 The Recipient acknowledges that the Supplier is subject to FOIA and shall assist and co-operate with the Supplier to enable it to comply with the requirements of FOIA.
19. OTHER IMPORTANT TERMS
19.1 The Supplier may transfer the Supplier’s rights and obligations under a Contract to another organisation, but this will not affect the Recipient’s rights or the Supplier’s obligations under these Terms.
19.2 The Recipient may only transfer the Recipient’s rights or the Recipient’s obligations under these Terms to another person if the Supplier agrees in writing.
19.3 This Contract is between the Recipient and the Supplier. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
19.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
19.5 If the Supplier fails to insist that the Recipient perform any of the Recipient’s obligations under these Terms, or if the Supplier does not enforce the Supplier’s rights against the Recipient, or if the Supplier delays in doing so, that will not mean that the Supplier has waived the Supplier’s rights against the Recipient and will not mean that the Recipient do not have to comply with those obligations. If the Supplier does waive a default by the Recipient, the Supplier will only do so in writing, and that will not mean that the Supplier will automatically waive any later default by the Recipient.
19.6 A Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim