This Contract shall be subject to these Conditions of Sale. Wigmore Medical reserves the right to amend these Conditions of Sale at any time. Any conditions of contract to which the Buyers purchase order is stated to be subject shall not form part of the contract unless otherwise agreed.
1.1 In these Conditions:
“Seller; us; our; we” means Wigmore Medical Ltd.
“Buyer; you; your” means the account holder named on the account application whose order for the Products is accepted by the Seller.
“Products” means the products which the Seller is to supply to the Buyer
“Contract” means the Contract for the sale and purchase of the Products.
a) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
b) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
c) A reference to writing or written includes emails.
1.3 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.1 Healthcare professionals, companies and clinics may open trade accounts with the Seller. When opening an account, you will need to the open the account in the registered company name where applicable. You will need to provide correct contact details including invoice and delivery addresses, as well as identification for prescribers if you wish to order prescription only medicine.
2.2 Where account holders wish to change their invoice address, company address or other contact detail, such a change needs to be made in writing using a change of address form or amended via the Wigmore Portal. It is the responsibility of the Buyer to keep the Seller up-to-date with its contact details.
2.3 Where account holders wish to add or change their prescriber, such additions or changes must be made in writing using a New Prescriber Form or amended via the Wigmore Portal. It is the responsibility of the Buyer to keep the Seller up-to-date with its contact details.
3.1 Orders can be placed by email, telephone, letter, fax to the Customer Services team or via the Wigmore Portal. Where orders are placed via the Wigmore Portal, the Buyer will be able to check and amend any errors before submitting the order. The Buyer should take the time to read and check their order at each stage of the order process.
3.2 The Seller will accept the Buyer's order when the Seller confirms to the Buyer that it has been accepted, at which point a Contract will come into existence between Buyer and Seller.
3.3 If the Seller is unable to accept the Buyer's order, the Seller will inform the Buyer in writing and will not raise any charges. An order may not be able to be accepted due a Product being out of stock, unexpected limits on the Seller's resources, issues raised in relation to the prescription added, because the Seller has identified an incorrect price or description of the Product, because the Seller is unable to meet a specified delivery deadline, or because the Buyer has failed to give required information or the Buyer has given false or misleading information. The Seller may suspend the supply of a Product where there are relevant changes of relevant laws and regulatory requirements.
4.1 Dates or periods of delivery stated in the Contract are only approximate and not essential terms unless in the circumstances of any particular case the parties agree guaranteed delivery dates and the Contract so provides.
4.2 If our supply of the Products is delayed by an event outside our control then we will contact you as soon as possible to let you know and will take steps to minimise the effect of the delay.
5.1 The price of the Product shall be the prices specified in the Seller's published price list current at the date of dispatch.
5.2 The price of a Product does not include delivery charges. Where applicable, delivery charges are advised to the Buyer during the check-out process on the Wigmore Portal or by the Customer Services team when placing an order, before order confirmation.
5.3 All prices shown in the Seller's price list are subject to alteration without notice. All prices are exclusive of Value Added Tax, which will be charged at the rate relevant at the date of invoice, where applicable.
5.4 The Seller's website contains a large number of Products. It is always possible that, despite the Seller's reasonable efforts, some of the Products on the site may be incorrectly priced. If the Seller discovers an error in the price of the Products the Buyer has ordered, the Seller will contact the Buyer to inform and give the option of continuing to purchase the Product at the correct price or cancelling the order. The Seller will not process an order until the Buyer gives instructions. Where the Seller cannot contact the Buyer on the contact details provided with the order, the Contract will be cancelled. Where the Seller mistakenly accepts and processes an order where a pricing error is obvious and unmistakable and could reasonably have been recognised by the Buyer as a mispricing, the Seller may cancel the supply of the Product and refund the Buyer any sums paid.
6.1 The Seller shall be entitled to invoice the Buyer at any time after the Products have been delivered or have been notified as ready for delivery where the Buyer wrongfully refuses to take delivery of them. Any orders will be accredited to the Buyer's Wigmore Medical account and will be payable within 30 days from invoice unless otherwise agreed.
6.2 Time for payment shall be of the essence.
6.3 The Buyer must pay all amounts due under these Conditions of Sale in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6.4 If the Buyer fails to make full payment by the due date then the Seller, in addition to remedies allowed under current late payment legislation, shall be entitled to:
a) Cancel the Contract or suspend any further deliveries; and/or
b) Charge the Buyer interest on the amount unpaid at the rate of 8% above the Bank of England rate until the payment is made in full.
6.5 Any extension of credit allowed to the Buyer may be changed or withdrawn at any time.
6.6 Where the Buyer is purchasing a place on a training course, payment shall be made in advance of the training course.
7.1 Payment may be made by bank transfer to the bank account nominated in writing by the Seller.
7.2 Please make cheques payable to Wigmore Medical Ltd and send along with your remittance advice slip to the address at the top of our invoice/statements. The Seller may charge a reasonable administration fee in respect to re-presented and dishonoured cheques to cover its consequential direct and indirect costs.
7.3 Please ensure that your account number is quoted when making payment by credit transfer or cheques as this helps us to correctly allocate the funds.
7.4 Payments may be made by credit or debit card and will not incur a surcharge.
7.5 In the absence of remittance advice, the Seller will allocate payment funds as it sees fit.
8.1 Delivery of the Products shall be made by the Seller delivering them to the Buyer's place of business in the UK, Ireland, Isle of Man, Isle of Jersey or to such other address as may be agreed by the Seller. The Seller may deliver the Products in instalments. Each separate instalment shall be invoiced.
8.2 If a Buyer has more than one account or more than one delivery address, the Buyer must make clear which address the Products should be sent to, and on which account the Contract should be placed.
9.1 Risk of damage to or loss of the Products shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery, at the time when the Seller tenders delivery of the Products.
9.2 Notwithstanding delivery and the passing of risk in the Products, or any other provision of these conditions, the title in the Products shall not pass to the Buyer until the Seller has received payment in full of the price of the Products and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
9.3 Until title to the Products has passed to the Buyer, the Buyer shall:
a) Hold the Products on a fiduciary basis as the Seller's bailee;
b) Store the Products separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller's property;
c) Not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
d) Maintain the Products in satisfactory condition and keep them insured against all risks for their full price on the Seller's behalf from the date of delivery.
e) Notify the Seller immediately if it becomes subject to any of the events listed in clauses 10.1(c)-(e); and
f) Give the Seller such information relating to the Products as the Seller may require from time to time.
9.4 The Buyer may, in the ordinary course of business, resell the products on normal trade terms, notwithstanding that at the time of such resale the products remain the property of the Seller, provided that the Buyer does so as principal and not as the Seller's agent and title to the Products shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs.
9.5 If before title to the Products passes to the Buyer the Buyer becomes subject to any of the events listed in clauses 10.1(c)-(e), then, without limiting any other right or remedy the Seller may have:
a) the Buyer's right to resell the Products or use them in the ordinary course of its business ceases immediately; and
b)the Seller may at any time:
i. require the Buyer to deliver up all Products in its possession that have not been resold, or irrevocably incorporated into another product; and
ii. if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Products are stored in order to recover them.
9.6 The Seller shall be entitled to recover payment for the Products notwithstanding that title of any of the Products has not passed from the Seller.
9.7 The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Products are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.
9.8 On termination of this Contract, howsoever caused, the Seller's (but not the Buyer's) rights under this section 9 shall remain in effect. Termination of the Contract, howsoever arising, shall not affect any of the parties' rights and remedies that have accrued as at termination and any conditions which expressly or by implication survive termination of the Contract shall continue in full force and effect.
10.1 The Seller shall be entitled, without prejudice to its other rights or remedies, to terminate wholly or in part every Contract between itself and the Buyer, to suspend any further deliveries or to close a trade account, in any of the following events:
a) If there is a breach of these terms and conditions;
b) If any debt is due and payable by the Buyer to the Seller but is unpaid;
c) If the Buyer fails to provide any letter of credit, bill of exchange or other security required by the Contract;
d) If the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
e) If the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
f) If the Buyer's financial position deteriorates to such an extent that in the Seller's opinion the Buyer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;
g) If the Buyer uses false or misleading information to apply for an account or order Products; or
h) In any circumstance where the Seller, wholly in its discretion, believes that the Buyer is an unsuitable purchaser of the Products.
11.1 Nothing in these Conditions of Sale shall limit or exclude the Seller's liability for:
a) Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
b) Fraud or fraudulent misrepresentation;
c) Breach of the terms implied by section 12 of the Sale of Goods Act 1979;
d) Defective products under the Consumer Protection Act 1987; or
e) Any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
11.2 Subject to clause 11.1:
(a) the Seller shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the Seller's total liability to the Buyer in respect of all other 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 cost to the Seller of the replacement of those Products
11.3 The Seller warrants that on delivery the Products shall:
a) Conform in all material respects with their description; and
b) Be free from material defects in design, material and workmanship.
11.4 Subject to clause 11.3, if:
a) The Buyer gives notice in writing to the Seller within three working days of delivery that some or all of the Products do not comply with the warranty set out in clause 11.3;
b) The Seller, and where appropriate the manufacturer, is given a reasonable opportunity of examining such Products; and
c) The Buyer returns such Products with a completed returns' slip to the Seller's place of business.
The Seller shall, at its option, replace the defective Products, or refund the price of the defective Products in full.
11.5 The Seller shall not be liable for the Products' failure to comply with the warranty set out in clause 11.3 in any of the following events:
a) The Buyer makes any further use of such Products after giving notice in accordance with clause 11.4;
b) The defect arises because the Buyer or any third party failed to follow the Seller's oral or written instructions as to the storage, order, use and maintenance of the Products or good trade practice regarding the same; or
c) The Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
11.6 Except as provided in this clause 11, the Seller shall have no liability to the Buyer in respect of the Products failure to comply with the warranty set out in clause 11.3.
11.7 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.
11.8 These terms shall apply to any repaired or replacement Products supplied by the Seller.
11.9 Any samples supplied to the Buyer are supplied solely for information and in no way import any express or implied conditions or warrant as to quality, description, fitness for purpose or merchantability and the Buyer shall be deemed to have satisfied itself as to such matters prior to ordering the goods.
11.10 Except as expressly stated in these Conditions of Sale, the Seller 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 Conditions of Sale by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, the Seller will not be responsible for ensuring that the Products are suitable for your purposes.
12.1 ZO Skin Health products may not be sold on-line due to the high active ingredients.
12.2 Products bought from the Seller in the UK, Ireland, Isle of Jersey and Isle of Man under these terms and conditions for resale, are intended for resale in the UK, Ireland, Isle of Jersey and Isle of Man only.
12.3 Products supplied against a prescription must be for the personal use of the named patient only and are not for resale.
12.4 In the event that the Seller incurs any VAT liability as a result of a patient agent reselling or otherwise abusing the zero-rated status of prescription items for named patients, the Seller will be entitled to recover all such VAT from the Buyer.
13.1 The Buyer must contact Customer Services on the contact details below within three working days of invoice date to return Products or to notify the Seller of missing Products or incorrect Products. Temperature controlled Products cannot be returned unless faulty. Invoice related queries must be notified within 30 days of invoice date.
Telephone: 020 7491 0150
13.2 Where a refund or credit note is agreed the Seller will use reasonable endeavours to process the refund or credit note within 28 days.
14.1 The contract shall be governed by the laws of England and Wales, and the English court shall have the exclusive jurisdiction to settle any disputes which may arise out of the Contract. These Conditions of Sale do not affect your statutory rights.
14.2 Details of your order may be passed to the product manufacturer for regulatory and marketing purposes. By proceeding with the order, you are giving your consent for the use of this information in this manner.
14.3 The Seller will not be liable or responsible for any failure to perform, or delay in performance of, any obligations under a Contract that is caused by an event beyond the reasonable control of that Seller, including but not limited to, government action, war, terrorism, fire, explosion, flood and act of God.
14.4 The Seller reserves the right to amend these Conditions of Sale from time to time. Every time the Buyer orders Products from the Seller, the Conditions of Sale in force at the time of the order will apply to the Contract between the Seller and Buyer.
14.5 Any Contract is between the Buyer and the Seller only and no other party shall have any right to enforce any of its Conditions.
14.6 The Seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Buyer needs the Seller's written consent to transfer the Buyer's rights to another party.
14.7 Each of these clauses and sub-clauses operate separately. If any relevant authority decides that any of them are or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Conditions of Sale.
14.8 The failure of the Seller at any time to enforce any of these Conditions of Sale or any rights in respect hereto, or to exercise any election herein provided shall not be a waiver of such provisions, rights or elections or affect the validity of these Conditions of Sale. If the Seller does waive a default by the Buyer, the Seller will only do so in writing, and that will not mean that the Seller will automatically waive any later default by the Buyer.