General Terms of Business of Croma-Pharma Limited
1. About us
1. Croma-Pharma Limited, company number 11787903, is a company registered in England and Wales and our registered office and main trading address is Suite 1, 3rd Floor 11 - 12 St. James’s Square, London, United Kingdom, SW1Y 4LB (“CROMA”, “we” or “us”).
2. To contact us you may call +44 7468 521462 or email firstname.lastname@example.org. How you may give formal notice to us is set out at clause 16 below.
2. Application of these General Terms of Business
1. In these General Terms of Business a reference to “you” or the “Buyer” is a reference to the party purchasing the goods from CROMA.
2. These General Terms of Business apply to all sales and delivery contracts between CROMA and the Buyer (“Contract”). By placing an order with CROMA the Buyer accepts these General Terms of Business.
3. The Contract is the entire agreement between CROMA and the Buyer in relation to its subject matter. The Buyer acknowledges that it has not relied on any statement, promise or representation not set out the Contract. Should the Buyer refer to his own purchase or order or other general terms of business, they shall not apply even if CROMA does not (again) specifically oppose them.
3. Placing of orders
1. CROMA proposals are without obligation. Please check your request for an order before submitting it to CROMA. You are responsible for ensuring your order is complete and accurate. A placed Order is binding on Buyer.
2. After the Buyer places an Order, it shall be deemed accepted by CROMA and the ordered Products sent to Buyer, unless CROMA rejects the Order within two (2) weeks after receipt of the Order (e.g. via email, phone call of customer support).
3. Any variation of a Contract must be made in writing and become effective when signed by a CROMA authorised signatory.
1. Prices are ex-works only and do not include transport.
2. Prices are in Pounds Sterling net, excluding VAT.
1. Delivery dates and deadlines are binding only if stated in writing by CROMA.
2. If we fail to deliver the goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control (as defined below), or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
3. If you fail to take delivery within ten (10) calendar days after the day on which we notified you that the goods were ready for delivery, we may resell part of, or all the goods and after deducting any reasonable storage and selling costs, account to you for any excess over the price of the goods or charge you for any shortfall below the price of the goods.
4. Partial deliveries are allowed and may be invoiced immediately. In the event the Buyer is late in payment on a partial delivery, CROMA may terminate the Contract without setting a final delivery date.
6. Transfer of risk and shipment
1. Upon handover of goods to the freighter, shipper or other person responsible for shipment and at latest when the goods leave the CROMA works, risk shall transfer to the Buyer. This shall also apply if CROMA is paying shipment costs.
2. At the Buyer’s written request shipments may be insured under normal terms and conditions. Unless otherwise agreed, the packing, route and nature of shipments shall be decided by CROMA.
3. The Buyer shall notify the shipping company and CROMA about any complaints regarding shipment delays, errors or damage in transport within two (2) working days of receipt of the goods.
1. Payments shall be made net by the deadline stated on the invoice without deduction of any kind. If no deadline is stated, they shall be made within ten (10) calendar days of the invoice date.
2. Costs and expenses may not be deducted from payments.
3. In the event of late payment, CROMA shall apply 10% (ten per cent) p.a. interest on arrears.
4. In the event several invoices are outstanding, CROMA may set payments made by the Buyer off against the oldest current invoice including interest and expenses, even if the Buyer has made clear that the payment is in respect of a particular invoice. Setoffs of any kind by the Buyer against CROMA claims are prohibited.
5. The Buyer shall pay CROMA directly via such means as notified by CROMA to the Buyer. CROMA agents and medical representatives have no authority to accept payment on its behalf.
1. Until full payment of the agreed price is made, title to all goods lies with CROMA.
2. Unless title has passed to the Buyer in accordance with clause 8(1) above, the Buyer shall not pledge or give as security the goods to any third party. CROMA must be informed immediately in writing of any pledge of, or other interference by third parties in, reserved goods. Such third parties must be informed of CROMA’s title to the goods. The Buyer shall bear the cost of protecting CROMA’s rights.
1. Nothing in these General Terms of Business limits or excludes CROMA’s liability for
(a) death or personal injury caused by CROMA’s negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act; or
(d) any liability that cannot be limited or excluded by law.
2. Subject to clause 9(1) above, under no circumstances will CROMA be liable to the Buyer whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for any:
(a) indirect or consequential loss;
(b) loss of profit;
(c) loss of business opportunity;
(d) loss of anticipated savings; or
(e) loss of goodwill.
3. Subject to clause 9(2) above, CROMA’s aggregate liability to the Buyer arising under or in connection with the Contract whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the greater of the amounts paid by the Buyer under the Contract or Pounds Sterling 250 (two hundred and fifty Pounds).
4. In the event third party claims are brought against the Buyer on the ground of services provided by CROMA under the Contract, the Buyer shall inform CROMA immediately. CROMA shall be provided with full details of all claims and may at its own expense join any such court or administrative proceedings. The Buyer may not without CROMA’s agreement acknowledge any claim or make and/or agree any settlement payment.
5. Except as expressly stated in these General Terms of Business, CROMA does not give any representations, warranties or undertakings in relation to the goods. Any representation, condition or warranty which might be implied or incorporated into these General Terms of Business by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, CROMA will not be responsible for ensuring that the goods are suitable for the Buyer’s purposes.
10. Guarantee and returns
1. The goods are intended for use only in the UK. CROMA does not warrant that the goods comply with the laws, regulations or standards outside the UK.
2. The Buyer must check goods for defects immediately as soon as they are delivered.
3. Incorrect deliveries (type of goods and quantities) and goods received in defective condition must be found immediately upon receipt of a shipment and reported in writing within two (2) working days, giving the delivery voucher number.
4. Such goods must be returned to Croma-Pharma GmbH, Industriezeile 6, 2100 Leobendorf, Austria, immediately.
5. If the Buyer notifies CROMA of a complaint, CROMA may remedy the matter by returning the goods once repaired, providing a replacement delivery free of charge or issuing a credit note. To the maximum extent permitted by law, no further claims by the Buyer may be made.
6. The Buyer may not return sold goods for replacement unless agreed by CROMA in writing. Returns shall be shipped at the Buyer’s risk and expense. Chilled goods may not be returned.
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. Legal compliance and resale
1. Goods are intended only for use by licensed medical practitioners who are registered and hold good standing with the General Medical Council and the Buyer represents and warrants that he/she is appropriately qualified and/or authorised to purchase the goods and holds all appropriate permits and licenses to make such purchases.
2. The Buyer shall be responsible for complying with any and all law, regulation, professional or regulatory standards or guidance and industry best practice applicable to the administration, handling, use, transport, logistics, storage, promotion, resale or any exploitation or treatment of the goods, which may include laws applicable to cosmetics and medical devices and other regulated product categories. In particular, the Buyer’s obligations may require registration with regulatory authorities, reporting adverse events to the Medicines and Healthcare products Regulatory Agency and adhering to any applicable limitation on the sales and marketing of the goods.
3. The Buyer acknowledges that the goods may currently or in future be subject to further legal regulation, which may place obligations on the Buyer, CROMA and/or third-parties.
4. The Buyer shall keep and maintain reasonable records of the goods, including their use, storage, destruction or resale. The Buyer shall, promptly upon written request, provide CROMA and any designee with reasonable assistance and co-operation to comply with any relevant legal or regulatory enquiry or requirement.
5. If the Buyer resells the goods, he/she must adhere to the following safety requirements:
(a) Goods must be intact in their original packaging and must not have been altered or modified in any way;
(b) the Buyer takes responsibility for assessing the suitability of the goods for resale; and
(c) Goods must only be sold to licensed medical practitioners who are registered and hold good standing with the General Medical Council and hold all appropriate permits and licenses to make such purchases.
12. Place of fulfilment and jurisdiction
1. The place of fulfilment is Leobendorf (Austria).
2. Any dispute (including in respect of non-contractual claims) arising under or in connection with the Contract shall be exclusively put before the English courts.
3. The Contract is governed by English law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
13. Data processing
CROMA’s Data Privacy Statement describes how CROMA processes personal data. For details see: https://at.croma.at/data-privacy-and-disclaimer.
1. Without limiting any of our other rights, we may suspend the supply or delivery of the goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within fourteen (14) calendar days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your 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 your 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;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
2. On termination of the Contract, all amounts owing by the Buyer to CROMA shall become immediately due and payable.
3. Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
4. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
15. Events outside CROMA’s control
1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”).
2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract: (i) we will contact you as soon as reasonably possible to notify you; and (ii) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than thirty (30) calendar days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant goods you have already received and we will refund the price you have paid, including any delivery charges.
16. Communications between us
1. A reference to “in writing” in these General Terms of Business includes email.
2. Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
3. A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
5. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
17. Final provisions
1. Should any of the provisions of the General Terms of Business change or prove ineffective, this shall not affect the validity of the remaining CROMA terms and conditions. Should any provision prove ineffective, the Buyer shall agree an effective provision with CROMA that translates that ineffective provision as closely as possible into a lawful, effective form.
2. The Contract is between CROMA and the Buyer. No other person has any right to enforce its terms.
3. CROMA may assign or transfer our rights and obligations under the Contract to another entity. The Buyer may only assign or transfer its rights or obligations under the Contract to another person if CROMA agrees in writing.
4. If CROMA does not insist that the Buyer perform any of its obligations under the Contract, or if CROMA does not enforce its rights against the Buyer, or if CROMA delays in doing so, that will not mean that CROMA has waived its rights against the Buyer or that the Buyer does not have to comply with those obligations. If CROMA does waive any rights, CROMA will only do so in writing, and that will not mean that CROMA will automatically waive any right related to any later default by the Buyer.
5. A reference to “working day” in these General Terms of Business means a day other than a Saturday, Sunday or public holiday when banks are open for business in London, England.
Last updated as of September 11th, 2019.