The following definitions apply:
Conditions – the terms and conditions set out in this document, accepting amendments or additions.
Contract – the contract between you and us for the sale and purchase of Goods in accordance with these Conditions;
‘Supplier’ ‘We’ or ‘Us’ – Oxford Health NHS Foundation Trust Trust Head Office, Warneford Hospital, Warneford Lane, Oxford, OX3 7JX. Trading as: Oxford Pharmacy Store (‘Supplier’) Unit 42 Sandford Lane Industrial Estate, Sandford Lane, Kennington, Oxford, OX1 5RW
‘Customer’ or ‘You’ – the person or organisation who purchases the Goods from us;
Goods – all those products, goods and materials which are to be supplied to you by us under the Contract;
Order – an order for Goods placed with us;
Price – the amount payable by you to us in respect of an Order;
Working day – any day other than the following: a Saturday; Sunday; a Bank or Public Holiday in England.
2. Basis of Contract
2.1 These Conditions apply to all Goods supplied by us, except for: (a) goods supplied by us under a separate written agreement between you and us save where it is agreed otherwise by both parties.
2.2 These Conditions may be updated periodically without notice. The latest version will be available on our website www.oxfordpharmacystore.co.uk
3.1 The placing of an Order by you for Goods is an offer by you to purchase those Goods subject to these Conditions, unless supplied under a separate written agreement as noted, 2.1.
3.2 If we are unable to fulfil the Order in any respect, we will notify you (verbally or by other means) which items we are unable to provide and for which a “back order” delivery may be required. If we have not notified you of any out of stock items within TWO working days following receipt of your order, then we are deemed to have accepted your order in full. This creates a Contract for the supply for all the Goods detailed in the Order. Where we have notified you that back order deliveries will be required:
(a) A Contract will be created in respect of the Goods that are part of the initial delivery.
(b) If you have indicated to us that you will accept back order deliveries, then additional separate Contracts will be created in respect for each back up delivery.
(c) If you have indicated to us in writing that you do not wish to accept back order deliveries, then no additional Contract is created in respect of the remaining items.
(d) back orders will be kept on our system indefinitely until we can supply, unless cancelled by you or us with notice provided.
3.3 We are not responsible for vetting the authorisation of your employees, agents or contractors to place orders or request services on your behalf. We will not be liable for financial losses incurred by the acceptance of an Order or request.
3.4 You are responsible for accurately identifying the products you need on an Order. Any descriptions, illustrations and specifications contained in our product catalogues or website are for illustration only and do not form any part of these Conditions.
3.5 All Goods are sold subject to reasonable availability and we may substitute materials of equivalent specification without notice, unless you have requested in writing to our Customer Services team that we do not do so. This may include:
(a) substitution with licensed parallel import products from outside the UK; and
(b) substitution of generic products of a particular manufacturer with product manufactured by a different manufacturer. Where possible, we will adhere to any manufacturer preferences that you may have specified in writing.
3.6 Order cut off time is 14:00 GMT. We aim to deliver all Orders received by 14:00 GMT next working day, where possible, to UK mainland postcodes. Delivery to non-UK mainland postcodes may incur additional charges to be advised and authorised by you in advance of dispatch. Ordering cut-off times will be reviewed and reassessed by us periodically. We will advise you of any changes in advance.
3.7 We reserve the right to refuse an Order for reasons which will be advised at the time.
4.1 Goods will be delivered to the address stated in the Order only, this should be the address verified through bona fide checks with relevant registrations bodies, i.e. CQC, GPhC, MHRA, EUDRA etc. The signature on our delivery note provided by your employees or agents (manually or electronically) at this address will be proof of the delivery of the Goods.
4.2 You are responsible for ensuring that the delivery address complies with the appropriate regulatory and registration requirements on an ongoing basis, including but not limited to any requirements specified from time to time by the General Pharmaceutical Council, Medicines and Healthcare Products Regulatory Agency (MHRA), or Care Quality Commission. You are also responsible for ensuring that an appropriately authorised person supervises the receipt and acceptance of the Goods at the delivery address.
4.3 Any dates quoted for delivering the Goods are only approximate. We will not be liable for any delay in delivery, however it is caused.
4.4 We shall use reasonable endeavours to procure that each delivery of Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods, any storage instructions and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.5 We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment. Certain instalment deliveries may be subject to additional charges; of which we will inform you.
5.1 We operate as a wholesaler (and not a manufacturer) of the Goods and are therefore not responsible for the quality of the Goods, the Goods (whilst they have been in our possession) have been stored in accordance with the manufacturer’s instructions under its licencing obligations following Good Distribution Practice (GDP).
5.2 Any delivery of nonconforming Goods, may only be returned where we are at fault. These must be dealt with in accordance with our returns policy as incorporated into these Conditions by reference. This policy is available on request. In particular:
a) No return will be accepted, without prior notification within TWO working days of receipt.
b) Written confirmation of storage conditions is required. Returns will be denied if Goods are not stored in accordance with manufacturer labelling and GDP regulations.
c) We will not accept any returns of CD, cold chain, or Specials (unlicensed medicines) products, unless we are at fault.
d) As per MHRA GDP regulations, all ambient products must be returned to supplier within FIVE days (this includes transport time from/to Supplier). If the customer holds a WDA then return must be within TEN days.
e) Following receipt of a valid returns request in accordance with above clauses, we will confirm to you whether the request is accepted, and shall advise you of the appropriate procedure for return (or alternatively, disposal) of the Goods accordingly;
5.3 Subject to all above (a-e), if, following investigation of the returned Goods, we (acting reasonably) confirm that we are at fault, a credit will be issued to you in respect of the affected Goods.
6.1 A product recall may at the request of the manufacturer, Marketing Authorisation holder, at our discretion or that of another competent authority. If a recall is required, we will advise you of the steps to take. This notification may be verbal and subsequently confirmed in writing. You agree, upon receipt of notification from us, to provide all reasonable assistance as may be requested. In particular, you agree to:
(a) return to us all the Goods covered by the recall; and
(b) advise us (as far as practicable) in writing of any onward sale of any Goods sold you; and
(c) you will advise us of any quality issues or potential “adverse events” related to the recalled goods as defined by MHRA guidelines.
6.2 Upon return of the recalled goods to us we shall supply to you a credit note to the value of the recalled goods.
7.1 The price of the Goods shall be the price quoted on enquiry, or, if no price is quoted, the price is set out in our invoice.
7.2 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). You shall pay us such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
7.3 The price list is subject to change at any time without notice to you. Latest pricing information can be found on our website: www.oxfordpharmacystore.co.uk
8.1 The full invoice value must be paid within 30 days of the invoice date.
8.2 We will invoice you for goods once the goods have been shipped, unless otherwise agreed in writing. Any queries must be raised with us in writing within one week following receipt of the invoice. Otherwise, you will be deemed to have accepted the amount invoiced.
8.3 Payment for all Goods supplied pursuant to these terms and conditions of sale should be made to Oxford Health NHS Foundation Trust.
8.4 You must pay us by one of the following payment methods: BACS, CHAPS, credit or charge card.
8.5 If an invoice falls overdue, we are entitled to:
(a) put your account on hold, meaning no new orders will be processed until payment is received
(b) vary or withdraw any credit terms given, meaning all invoices would become payable immediately; or
(c) withdraw any discount, credit or rebate that we may have agreed with you (whether agreed as part of the Contract or any separate arrangement).
8.6 If payments received from you are not identified as relating to a particular invoice, we may allocate them to any outstanding invoice at our discretion.
8.7 We can ask you to pay the full amount you owe or part of it or provide acceptable security before we make a delivery.
9. Risk and Property
9.1 You will be responsible for any damage to or loss of the products from the time we deliver them or, if you fail to accept the products, the time when we tried to deliver them.
9.2 You will not own any of the products in any circumstances until we have received cleared funds for all sums due to us in respect of
(a) the products; and
(b) all other sums which are or which become du e to us from you on any account.
Until you own the products, you will;
(i) hold the products on a fiduciary basis as our bailee;
(ii) store the products (at no cost to us) separately from all your other goods or those of any third party in such a way that they remain readily identifiable as our property;
(iii) not destroy, deface or obscure in any way any identifying mark or packaging on or relating to the products; and
(iv) maintain and store the products in satisfactory conditions and keep them insured on our behalf for their full price against all risks.
9.3 You may sell the products before ownership has passed to you solely on the following conditions:
(a) any sale is in the ordinary course of your business at full market value and you shall hold the amount of the proceeds that represents the amount owed by you to us on behalf of us and you shall account to us accordingly; and
(b) any such sale shall be a sale of our property on your own behalf and you shall deal as principal when making the sale.
9.4 Until you own the products (and as long as you have not sold them), we will be entitled to enter your premises to repossess the products or ask you to deliver them to us. You grant to us, our agents and employees an irrevocable licence to, at any time, enter any premises where the products are or may be stored in order to inspect or repossess the products.
9.5 You are not entitled to promise, or use as security for any debts, any of the products which are still our property. If you do, you will have to repay us all amounts you owe unless you first get our written permission.
Licences and information
10.1 You shall at all times have in place and maintain all necessary licences and consents, including but not limited to a valid and up to date GPhC registration, Wholesale Dealer Authorisation (WDA) or Home Office (HO) license, as appropriate. You shall immediately notify us of any delays or changes to such registration.
10.2 We reserve the right to provide information relating to you and any of your Orders in response to a request by the MHRA, NHS or other relevant regulatory authority at any time, and without notice.
10.3 These conditions are governed by English law. The Courts of England and Wales shall have non-exclusive jurisdiction.