1.         Definitions

1.1            In these Terms and Conditions:

"Business Day" means any weekday Monday to Friday other than a bank or public holiday in England;

"Business Hours" means the hours of 09:00 to 17:00 GMT/BST;

"Charges" means the amounts payable in respect of the Products, as set out in the Order Form, subject to any variations agreed in writing by the parties;

"Contract" means a particular contract made under these Terms and Conditions between the Supplier and the Customer;

"Customer" means the person or entity who purchases the products from the supplier;

"Effective Date" means the date upon which the parties agree to the Order Form;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (which may include failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);

"Order" means the customers order for the Products, as set out in whatever written form confirming such Order and agreed and accepted by the supplier (acting in its sole discretion.)

"Products" means any products that the Supplier supplies or agrees in writing to supply to the Customer from time to time;

"Supplier" means Wholesale Health Ltd of Hartford Business Centre, Unit 10, Chester Road, Hartford, Northwich, CW8 2AB, (registered in England and Wales with registration number 6005417)

"Term" means the term of the Contract, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2; and

"Terms and Conditions" means these terms and conditions, including any amendments to these terms and conditions from time to time.

2.         These Terms and Conditions

2.1            The only terms and conditions upon which the Supplier will deal with the Customer in relation to the supply of the Products are set out in the Terms and Conditions and the Order, and the Terms and Conditions and the Order shall govern the Contract to the exclusion of all other terms and conditions.

2.2            Any reference to any of the Customer's terms and conditions in any document forming part of or evidencing the Contract will not have the effect of incorporating any such terms and conditions into the Contract, nor of forming any other contract between the parties in respect of the Products.

2.3            The Customer hereby waives any right it might otherwise have to rely upon its own terms and conditions.

2.4            The Customer acknowledges that it has not relied upon any promise, representation, warranty or statement made or given by the supplier.

2.5            Any descriptive matter, illustrations, drawings, samples or advertising on the suppliers website, catalogues or brochures of the supplier are produced for the sole purpose of giving an approximate idea of the Products described in them.They shall not form part of the contract nor have any contractual force.

2.6            The supplier shall be under no obligation whatsoever to accept an Order or contract or otherwise transact with Customer.

3.         Term

3.1            The Contract shall come into force upon the Effective Date.

3.2            The Contract shall continue in force until all the Products have been delivered to the Customer in accordance with these Terms and Conditions and all the Charges have been paid to the Supplier in cleared funds, after which delivery and payment the Contract shall terminate automatically, subject to earlier termination in accordance with Clause 14.

3.3            Unless the parties expressly agree otherwise in writing, each Order shall create a distinct contract under these Terms and Conditions.

4.         Supply

4.1            Unless the parties agree otherwise in writing:

Products that are being delivered to the customers address by the supplier:

(a)       the Products must be delivered by the Supplier or a person acting on behalf of the Supplier to the premises of the Customer;

(b)       the Supplier shall be responsible for arranging loading, transport, unloading and transit insurance in respect of the Products;

(c)       the Supplier shall be responsible for paying all costs relating to such loading, transport, unloading and transit insurance; and

(d)       risk in the Products shall pass from the Supplier to the Customer upon the delivery of the Products by the supplier.

4.2          If the parties agree that the Products shall be supplied by instalments, each instalment shall constitute part of the Contract, and shall not be subject to a separate contract.

4.3            Any date or dates for the supply of the Products agreed by the parties under the contract shall not be of the essence of the Contract.

4.4            The supplier shall ensure that the delivery of products shall be accompanied with a delivery note that shows the date of the order, order number, the type and quantity of products.

5.         Title

5.1            Legal and equitable title to the Products will pass from the Supplier to the Customer upon the later of:

(a)       delivery or collection of the Products; and

(b)       receipt by the Supplier of all amounts due from the Customer under the Contract.

5.2            Until title to the Products has passed to the Customer, the Customer shall hold the Products as the fiduciary agent and bailee of the Supplier.

5.3            Until title to the Products has passed to the Customer, the Customer must:

(a)       store the Products in a secure, safe, dry and clean environment separately from other products and goods;

(b)       ensure that the Products are easily identifiable as belonging to the Supplier;

(c)       not deface, destroy, alter or obscure any identifying mark on the Products or their packaging;

(d)       ensure that no charge, lien or other encumbrance is created over the Products;

(e)       deliver up the Products to the Supplier upon demand;

(f)        insure the Products on the Supplier's behalf for their full price against all risks to the reasonable satisfaction of the Supplier (and on request produce to the Supplier such policy of insurance and a receipt for the then-current premium); and

(g)       hold all proceeds of the insurance referred to above on trust for the Supplier and not mix them with any other monies or pay the proceeds into any overdrawn bank account.

5.4            The Supplier shall be entitled without further notice to inspect and/or recover possession of any Products to which it retains title; and the Customer grants to the Supplier and its employees and agents an irrevocable licence to enter at any time any premises where the Products are or may be situated for the purpose of inspecting or removing any Products the title to which has remained with the Supplier.

5.5            The Supplier may bring an action for the Charges and any other amounts due under the Contract, notwithstanding that title to the Products has not passed to the Customer.

6.         Customer obligations

6.1            The Customer must not:

(a)       represent to any person that it is an agent, sole distributor or exclusive distributor of the Supplier;

(b)       pledge or purport to pledge the Supplier's credit;

(c)       commit or purport to commit the Supplier to any contracts; or

(d)       otherwise incur any liability or potential liability on behalf of the Supplier.

6.2            The Customer must not without the Supplier's prior written consent make or give any promises, representations, warranties or guarantees:

(a)       on behalf of the Supplier; or

(b)       in relation to the Products (other than those that are mandatory under applicable law).

6.3            Without prejudice to the Supplier's express obligations under the Contract, the Customer must comply with all applicable laws, rules and regulations

relating to, and must obtain all licences, permits and approvals required in relation to:

(a)       the marketing, promotion and advertising of the Products; and

(b)       the import, export, distribution, sale, supply and delivery of the Products.

6.4            The Customer must not without the Supplier's prior written consent alter, modify, disassemble or reverse engineer any of the Products, except to the extent that the right to take such action is mandated by applicable law.

6.5            The Customer undertakes that it will not, during the Term and without the prior written consent of the Supplier, take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the Supplier.

7.         Charges

7.1            The Customer shall pay the Charges to the Supplier in accordance with these Terms and Conditions.

7.2            All amounts stated in or in relation to are exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Supplier.

7.3            All amounts stated in or in relation to are exclusive of any applicable charges for the delivery of the products to the customers address, which will be added to those amounts and payable by the Customer to the supplier unless the customer qualifies for free delivery. The amount of these charges varies according to the method of delivery and the delivery address.

7.4            If there is a material increase in the cost to the Supplier of obtaining or supplying the Products, the Supplier may increase the Charges by giving to the Customer written notice of the increase at any time before supply of the Products, providing that:

(a)       the Supplier must give that notice as soon as reasonably practicable;

(b)       the Customer shall have the right upon receipt of that notice to terminate the Contract;

7.5          All amounts stated in or in relation to are exclusive of bank charges and where applicable, bank charges will be added to those amounts and payable by the customer to the supplier. (For example, Customers on a 30 day credit term and paying by cheque there is a charge of £1.50 to bank cheques. For payments made via international BACS, customer will be liable for all bank charges).

8.         Payments

8.1            The Supplier shall issue an invoice for the Charges to the Customer promptly following the agreement of an Order in respect of the Products.

8.2            The Customer must pay the Charges to the Supplier in full and cleared funds once the order is placed or if the customer has a credit account with the supplier within the period of 30 days following the issue of an invoice for the order in accordance with this Clause 8.

8.3            The Customer must pay the Charges using such payment details as are notified by the Supplier to the Customer from time to time.

8.4            If the Customer does not pay any amount properly due to the Supplier under these Terms and Conditions, the supplier may:

Claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (interest) Act 1998.

9.         Complaints and Returns

9.1            The Supplier will promptly, and in any event within 7 Business Days, provide a reasonable written response to all reasonable enquiries and complaints raised by the Customer and relating to the Contract.

9.2            The supplier does not offer a sale or return policy. However, in the event of the customer receiving a damaged or faulty product the customer must notify the supplier within 7 days of delivery. Refunds or replacements will only be given on damaged or faulty products.

10.      Warranties

10.1        The Supplier warrants to the Customer that:

(a)       the Supplier has (or will have at the relevant time) the right to sell the Products;

(b)       the Products are free from any charge or encumbrance, subject to the express provisions of these Terms and Conditions and to any charge or encumbrance disclosed or known to the Customer before the parties entered into the Contract;

(c)       the Customer shall enjoy quiet possession of the Products, subject to the express provisions of these Terms and Conditions;

(d)       the Products correspond to all material respects with the specification; and

(e)       the Products are of satisfactory quality; and

(f)        the Products are fit for any purpose held out by the supplier

10.2        All of the parties' warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.

11.      Breach of warranty

11.1        If any Products do not comply with any warranty given by the Supplier under the Contract, the Customer may with the prior agreement of the Supplier return those Products to the Supplier for:

(a)       a full credit of the Charges paid to the Supplier for such Products;

(b)       replacement Products; or

(c)       a credit note in respect of the Charges paid to the Supplier for such Products, to be offset against future purchases from the Supplier.

11.2        Products returned under Clause 11.1 must be properly packed and returned to the premises of the Supplier within 21 Business Days following receipt of the Products by the Customer; and any Products returned in contravention of this Clause 11.2 will not be the subject of any refunds, credits or replacements and the Customer will continue to be liable for payment of any unpaid Charges in respect of such Products.

12.      Limitations and exclusions of liability

12.1        Nothing in these Terms and Conditions will:

(a)       limit or exclude any liability for death or personal injury resulting from negligence;

(b)       limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)       limit any liabilities in any way that is not permitted under applicable law; or

(d)       exclude any liabilities that may not be excluded under applicable law.

12.2        The limitations and exclusions of liability set out in this Clause 12 and elsewhere in these Terms and Conditions:

(a)       are subject to Clause 12.1; and

(b)       govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

12.3        The Supplier shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.

12.4        The Supplier shall not be liable to the Customer in respect of any loss of profits or anticipated savings.

12.5        The Supplier shall not be liable to the Customer in respect of any loss of revenue or income.

12.6        The Supplier shall not be liable to the Customer in respect of any loss of use or production.

12.7        The Supplier shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.

12.8        The Supplier shall not be liable to the Customer in respect of any special, indirect or consequential loss or damage.

13.      Force Majeure Event

13.1        If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract, that obligation will be suspended for the duration of the Force Majeure Event.

13.2        A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Contract, must:

(a)       promptly notify the other; and

(b)       inform the other of the period for which it is estimated that such failure or delay will continue.

13.3        A party whose performance of its obligations under the Contract is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

14.      Termination

14.1        If a Force Majeure Event prevents the Supplier (acting reasonably) from supplying the Products in accordance with the Contract, the Supplier may terminate the Contract by giving to the Customer written notice of termination, such notice to be given at any time before supply of the Products.

14.2        The Supplier may terminate the Contract immediately by giving written notice of termination to the Customer if:

(a)       the Customer commits any breach of the Contract, and:

(i)        the breach is not remediable; or

(ii)       the breach is remediable, but the Customer fails to remedy the breach within the period of 21 days following the giving of a written notice by the Supplier to the Customer requiring the breach to be remedied; or

(b)       the Customer persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).

14.3        The Customer may terminate the Contract immediately by giving written notice of termination to the Supplier if:

(a)       the Supplier commits any breach of the Contract, and:

(i)        the breach is not remediable; or

(ii)       the breach is remediable, but the Supplier fails to remedy the breach within the period of 21 days following the giving of a written notice by the Customer to the Supplier requiring the breach to be remedied; or

(b)       the Supplier persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).

14.4        Subject to applicable law, either party may terminate the Contract immediately by giving written notice of termination to the other party if:

(a)       the other party:

(i)        is dissolved;

(ii)       ceases to conduct all (or substantially all) of its business;

(iii)      is or becomes unable to pay its debts as they fall due;

(iv)      is or becomes insolvent or is declared insolvent; or

(v)       convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b)       an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c)       an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract); or

(d)       if that other party is an individual:

(i)        that other party becomes incapable of managing his or her own affairs as a result of illness or incapacity; or

(ii)       that other party is the subject of a bankruptcy petition or order, and if that other party dies then the Contract shall automatically terminate.

14.5        The Supplier may terminate the Contract immediately by giving written notice to the Customer if:

(a)       any amount due to be paid by the Customer to the Supplier under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b)       the Supplier has given to the Customer at least 14 days' written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Clause 14.5.

15.      Effects of termination

15.1        Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 2, 4, 5, 6.1, 6.2, 6.3, 6.4, 8.2, 8.4, 9, 11, 12, 14.1, 15, 17 and 18.

15.2        Except to the extent expressly provided otherwise in these Terms and Conditions, the termination of the Contract shall not affect the accrued rights of either party.

16.      Notices

16.1        Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods (using the relevant contact details set out in Clause 16.2 and Section 4 of the Order Form):

(a)       delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or

(b)       sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting,

providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

16.2        The Supplier's contact details for notices under this Clause 16 are as follows: Wholesale Health Ltd, Hartford Business Centre, Unit 10, Chester Road, Hartford, Northwich, CW8 2AB. Telephone 01606 889905.

16.3        The addressee and contact details set out in Clause 16.2 and Section 4 of the Order Form may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 16.

17.      General

17.1        No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.

17.2        If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

17.3        The Contract may not be varied except by a written document signed by or on behalf of each of the parties.

17.4        Neither party may without the prior written consent of the other party assign, transfer, charge, licence or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions.

17.5        The Contract is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to the Contract are not subject to the consent of any third party.

17.6        Subject to Clause 12.1, these Terms and Conditions shall constitute the entire agreement between the parties in relation to the subject matter of these Terms and Conditions, and shall supersede all previous agreements,