Terms of Use

• The standard OTC Direct Ltd Terms and Conditions of Sale apply, unless otherwise informed.
• Orders received before 16:00 will be delivered within 48 hours.
• These conditions apply to all orders for products placed by our customers and we reserve the right to update these conditions at any time on this page.

Terms and Conditions

Standard Terms and Conditions of Sale

• 1. Interpretation
  1.1 In these Conditions the following expressions have the following meaning (unless the context requires otherwise):
  "Buyer" means the person purchasing the Goods from the Seller;
  "Conditions" means the standard terms and conditions of sale;
  "Contract" means any contract between the Seller and the Buyer for sale and purchase of the Goods;
  "Good Distribution Practice" means those standards of the wholesale distribution of medicinal products laid down by Directive 2001/83/EC as amended;
  "Goods" means the goods (or any instalment or part of them) agreed to be supplied by the Seller to the Buyer under a Contract;
  "person" means any individual, firm, body corporate, unincorporated association, partnership or joint venture;
  "Seller" means the company named on the invoice for the sale of Goods to which these Conditions relate.
  1.2 In these Conditions masculine includes the feminine and the neuter, and the singular includes the plural and vice versa (unless the context requires otherwise).
  1.3 Headings in these Conditions are for convenience only and will not affect its construction or interpretation.
• 2. Formation of Contracts
  2.1 Unless otherwise agreed by the Seller, all prices quoted by the Seller are without obligation and are subject to contract.
  2.2 Each order by the Buyer shall constitute an offer to purchase Goods from the Seller. No Contract will be created unless and until the Seller has accepted or confirmed the order or has made the Goods available without such prior acceptance or confirmation. The Seller shall be entitled to set any minimum order requirements from time to time. If a particular brand of Goods ordered by a Customer is not available, the Seller shall be entitled to supply an alternative brand which shall be accepted by the Customer unless otherwise agreed with the Seller.
• 3. Specification
  3.1 The Seller shall not be liable for any inaccuracies in the provisions of any order made by the Buyer or in any of its applicable specifications.
• 4. Price
  4.1 Unless otherwise agreed by the Seller, the price payable will be quoted in the Seller's current price list on the date of delivery.
  4.2 The Seller reserves the right to change the published price at any time without prior notification.
  4.3 Unless otherwise agreed by the Seller in writing, prices are exclusive of any value added tax ("VAT", chargeable at the current rate) and all VAT and all costs in relation to loading and unloading, carriage and/or insurance (if applicable) which will be charged and payable at the same time as the Goods are charged and become payable.
• 5. Delivery/Carriage
  5.1 If delivery is within the UK, unless otherwise agreed by the Seller in writing, delivery shall occur at the Buyer's premises and the Seller shall arrange and pay for carriage.
  5.2 If delivery is outside the UK, unless otherwise agreed by the Seller in writing, delivery shall occur at ex works the Seller's premises (Incoterms 2000) and the Buyer shall arrange and pay for carriage
  5.3 Subsections 32(2), (3) and (4) of the Sale of Goods Act 1979 shall not apply to this Contract.
  5.4 Time of delivery is not of the essence and unless expressly agreed by the Seller in writing otherwise, all agreed delivery times are estimates made in good faith.
  5.5 The Seller will not be liable to the Buyer for any loss or damage to the Goods or any part of them prior to delivery or for any claim in respect of the delivery of defective Goods or where Goods are not in accordance with the Contract (such loss, damage, non-compliance or defect being one which should be apparent on reasonable inspection of the Goods), or for non-delivery (even if such failure is due to the Seller's negligence) unless it is notified in writing within:
  5.5.1 3 days of delivery for loss, damage, defect or non-compliance with the Contract; or
  5.5.2 3 days of the date of the invoice for non-delivery.
  5.6 If the Buyer fails to notify the Seller of any loss, damage, non-compliance, defect or non-delivery pursuant to clause 5.5, the Goods will be deemed to be:
  5.6.1 in all respects in accordance with the Contract and the Buyer's specifications; and
  5.6.2 accepted by the Buyer.
  5.7 Subject to clause 7, following deemed acceptance under clause 5.6.2 all claims in respect of loss, damage, defect, non-compliance or non-delivery shall be wholly barred.
  5.8 In the event of a valid claim for any of the reasons given in clause 5.5 which is not barred under clause 5.7 the Seller shall only be liable to (at its discretion) replace the affected Goods (at its own expense) or credit the Buyer for the cost of replacing such affected Goods from another supplier (on proof of a valid receipt), provided that it shall not be liable for any loss, damage, non-compliance, non-delivery or defect of any replacement Goods, or refund to the Buyer the full price paid for those affected Goods. The Seller will not replace any Goods which could not be returned under clause 6.2.
  5.9 If for any reason the Buyer will not or cannot accept delivery of any Goods when such Goods are available for delivery:
  5.9.1 the Goods shall be deemed as delivered;
  5.9.2 risk shall pass to the Buyer; and
  5.9.3 the Seller may store (at the Buyer's expense) those Goods and will notify the Buyer as soon as is reasonably practicable of such storage.
  5.10 The Buyer may request and the Seller may at any time decide that delivery of Goods will be made by instalments.
  5.11 In the event of any doubt about the creditworthiness of the Buyer, or for whatever other commercial reasons, the Seller reserves the right to require security to be provided for any or all deliveries. If any required security is not provided to the Seller's satisfaction it may suspend or refuse deliveries of any accepted or confirmed orders of the Buyer for Goods or supply such Goods on the basis of prepayment or cash on delivery.
  5.12 [Even where the Buyer arranges and pays for carriage of Goods that carrier shall be deemed an agent of the Seller for the purposes of sections 44 to 46 of the Sale of Goods Act 1979.][Required for international contracts only]
• 6. Returns
  6.1 Goods under this Contract may only be returned with the Seller's prior consent and in accordance with the Seller's return policy. Unless otherwise expressly agreed by the Seller, the return of Goods will be to the Seller's address (at the Buyer's expense) as found on the invoice for the sale of Goods to which these Conditions relate.
  6.2 Subject to clause 7 the Seller will not accept return of Goods which:
  6.2.1 are comprised of or contain sterile materials or parts (unless such Goods are returned in the same sterile condition as delivered or deemed delivered by the Buyer);
  6.2.2 are refrigerated (unless such return is accompanied by satisfactory evidence of maintenance of the cold chain);
  6.2.3 which have not been stored in compliance with the Seller's oral or written instructions or any other instructions of which the Buyer was aware as to storage, maintenance and handling of the Goods;
  6.2.4 the Seller considers in its sole discretion are not suitable for resale;
  6.2.5 subject to clause 6.2.8, have less than 12 months of shelf life remaining (unless such Goods were accepted or deemed accepted by the Buyer with less than 12 months of shelf life remaining);
  6.2.6 are presented for return in damaged or opened packaging or have been tampered with or altered by the Buyer or its agents;
  6.2.7 subject to clause 8, are returned by a person not a party to this Contract;
  6.2.8 are sold on an expressly non-returnable basis.
• 7. Defective Goods
  7.1 The Seller will accept the return of any Goods in which a defect appears during its normal shelf life and will credit the Buyer with the full price paid for such defective Goods provided that the Goods have been accepted or deemed accepted and paid for by the Buyer.
  7.2 The Seller's obligation under clause 7.1 is in substitution for all rights which the Buyer would or might have but for the provision of this Contract and all such rights and claims will be wholly barred.
  7.3 To exercise its right of return under clause 7.1, the Buyer shall inform the Seller as soon as reasonably practicable and in any event within 3 days of the date when such defect appeared or which would have been apparent on reasonable inspection of the Goods and shall on the Seller's written request return the defective Goods or defective part of them (at the Buyer's expense) to the Seller's Premises.
  7.4 The Seller will not be liable for any defect in the Goods arising out of the acts, omissions, negligence or default of the Buyer including, without limitation, failure by the Buyer to comply with any of the Seller's oral or written instructions or any other instructions of which the Buyer was aware as to storage, maintenance and handling of the Goods.
  7.5 Where Goods are delivered by instalments any defect in any instalment shall not enable the Buyer to avoid acceptance of the non-defective remainder of the Goods.
  7.6 The Seller shall only be liable to (at its discretion) replace the defective part of the Goods or refund to the Buyer the full price paid (pro rata) for those defective Goods.
  7.7 If the Seller replaces defective Goods it shall have no further liability in respect of those replacement Goods.
• 8. Recall
  8.1 The Buyer will and will use its reasonable endeavours to procure that any person to whom it has re-sold Goods will comply with all reasonable requests regarding the recall of any Goods or any part of them initiated by the holder of a marketing authorisation or product licence or the Seller on behalf of such a holder.
• 9. Payment
  9.1 Unless otherwise agreed by the Seller in writing, payment for delivered or deemed delivered Goods is due before the last working day of the month following the month of the invoice date.
  9.2 Time is of the essence for payment.
  9.3 Payment will be deemed received when the Seller has received cash or cleared funds.
  9.4 If Goods are delivered by instalments the Seller retains the right to invoice for each delivered instalment separately and each such invoice shall be treated separately for the purpose of this clause.
  9.5 Notwithstanding any other provision of this clause, all sums under this Contract (including, without limitation, any invoice) shall become due and payable immediately following the occurrence of any event referred to in clauses 10.5.1, 10.5.2 and 10.5.3.
  9.6 [If the Seller has agreed in writing that payment will be made by means of an irrevocable letter of credit (UCP 500), such letter of credit will be confirmed by a regulated financial institution acceptable to the Seller located in the UK or other country of the Seller's choice on terms acceptable to the Seller. The Buyer will pay all costs associated with such letter of credit (including, without limitation, confirmation).][Required for international contracts only]
  9.7 If the Buyer is in default in the fulfilment of any one or more of its obligations under this clause, any reasonable costs incurred by the Seller in obtaining payment will be borne by the Buyer. Such costs may include but are not limited to legal fees, collection agency fees and the cost of obtaining a judgement regarding the payment of any outstanding sums.
  9.8 All sums due and payable to the Seller under this Contract must be paid in full and the Buyer is not entitled to any right of set-off, counterclaim, lien or other similar right unless the exercise of such right is supported by a valid court order.
  9.9 Any invoice queries by the Buyer must be notified to the Seller within 3 days of the date of the invoice.
• 10. Risk/Retention of Title
  10.1 Risk of damage to or loss of the Goods will pass to the Buyer on delivery or deemed delivery to the Buyer or its agents.
  10.2 Ownership of the Goods will not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of:
  10.2.1 the Goods; and
  10.2.2 all other sums which are or which become due to the Seller from the Buyer under this Contract or any other contract between the Seller and the Buyer.
  10.3 Until ownership of the Goods has passed to the Buyer, the Buyer must:
  10.3.1 hold the Goods on a fiduciary basis as the Seller's bailee;
  10.3.2 store the Goods in such a way that they remain readily identifiable as the Seller's property;
  10.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
  10.3.4 maintain the Goods in satisfactory condition insured on the Seller's behalf for their full price against all risks to the reasonable satisfaction of the Seller, and will whenever requested by the Seller produce a copy of the policy of insurance.
  10.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
  10.4.1 any sale will be effected in the ordinary course of the Buyer's business at full market value and the Buyer will account to the Seller accordingly; and
  10.4.2 any such sale will be a sale of the Seller's property on the Buyer's own behalf and the Buyer will deal as principal when making such a sale.
  10.5 The Buyer's right to possession of the Goods will terminate immediately if:
  10.5.1 the Buyer has a bankruptcy order made against it or makes an arrangement or composition with its creditors or otherwise takes the benefit of any legislation for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal) or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver, manager, administrator or administrative receiver appointed of its undertaking or any part thereof or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
  10.5.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations or duties under this Contract or any other contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
  10.5.3 the Buyer encumbers or in any way charges any of the Goods.
  10.6 The Seller will be entitled to recover payment for the Goods notwithstanding that title in any of the Goods has not passed from the Seller.
  10.7 The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.
  
• 11. Liability
  11.1 Nothing in this Contract shall constitute a sale by sample or by description.
  11.2 The Seller excludes to the fullest extent permissible in law, all conditions, warranties and stipulations, express (other than those set out in this Contract) or implied (including, without limitation, in respect of the quality of the Goods or their fitness for any particular purpose, including where the Seller has been informed of that particular purpose), statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Buyer.
  11.3 Notwithstanding clause 11.2, the Seller does not exclude its liability (if any) to the Buyer:
  11.3.1 for breach of the Seller's obligations arising under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982;
  11.3.2 for personal injury or death resulting from the Seller's negligence;
  11.3.3 under section 2(3) Consumer Protection Act 1987;
  11.3.4 for any matter which it would be illegal for the Seller to exclude or to attempt to exclude its liability; or
  11.3.5 for fraud.
  11.4 Subject to clauses 5.8, 7.6 and 11.3 the Seller's aggregate liability under this Contract (whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, restitution or otherwise) for any direct loss howsoever caused shall be limited to sums actually paid for the Goods under this Contract.
  
• 12. Consequential/Indirect Loss
  12.1 The Seller shall not be liable for any indirect or consequential loss (which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), costs, expenses or other claims howsoever caused which arise out of or in connection with the Seller's performance or contemplated performance of this Contract.
• 13. Assignment/Sub-Contracting
  13.1 Unless otherwise agreed by the Seller in writing, the Buyer may not assign the benefit or delegate the burden of this Contract or any part of it to any person.
  13.2 The Seller may assign the benefit or delegate the burden of this Contract or any part of it to any person.
  13.3 The Seller may sub-contract any of its rights and obligations under this Contract.
• 14. Force Majeure
  14.1 The Seller will not be deemed to be in breach of this Contract or otherwise shall not be liable to the Buyer for any failure or delay or for the consequences of any failure or delay in performance of this Contract if it is due to any event beyond its reasonable control including, without limitation, prevention from or hindrance in manufacturing, obtaining or delivering the Goods through the normal means of delivery, breakdown or power failure of plant or machinery, shortage or unavailability of raw material or Goods from the normal sources of supply, acts of God, war, industrial disputes, protests, fire, flood, storm, tempest, explosion, an act of terrorism, national emergencies, compliance with any law, order, rule, regulation, directive or requirement of any government, or government agency or authority, including unforeseeable acts with respect to export/re-export licences.
• 15. Buyer's Warranties
  15.1 The Buyer warrants that it will at all times maintain the integrity of and re-sell any Goods supplied to it by the Seller in at least as good a condition as such Goods were accepted or deemed accepted by the Buyer.
  15.2 The Buyer warrants that it will comply with all applicable laws and regulations (including, without limitation, those regarding equivalents to UK and/or EU customs and excise, marketing authorisations or product licences, manufacturer's licences, wholesale dealer's licences, Good Distribution Practice and Controlled Drugs as defined by the Misuse of Drugs Act 1971 and the Misuse of Drugs Regulations 2001) regarding the exportation, importation and distribution of Goods by any regulated means in any and all territories in which it operates.
  15.3 [The Buyer warrants that:
  15.3.1 it will refrain from selling or supplying any Goods exported from the UK to any territory in which the parent company of the Seller is unable to provide after sales service;
  15.3.2 the Goods are intended for civilian use only; and
  15.3.3 the Goods will not be involved in any way with the manufacture or distribution of weapons of any description.][Required for international contracts only]
• 16. Termination
  16.1 If any of the events or conditions listed in clauses 10.5.1, 10.5.2 and 10.5.3 occur the Seller may (at its discretion) on written notice and without prejudice to any other right or claim it may have, suspend delivery of any ordered Goods until the Buyer remedies its default and/or (subsequently, as the case may be) terminate this Contract.
• 17. [Convention on Contracts for the International Sale of Goods]
  17.1 [The parties agree that the Convention on Contracts for the International Sale of Goods 1980 ("CISG") will apply to the carriage of Goods outside of the UK To the extent there are any inconsistencies between the CISG and these Conditions, these Conditions shall prevail.][Required for international contracts only]
• 18. General
  18.1 Subject to any variation permitted under these Conditions, these Conditions apply to every Contract between the Seller and the Buyer and contain all the terms which the parties have agreed in relation to the subject matter of such Contracts and supersede any prior written or oral agreements, representations or understandings between the parties (including, without limitation, any terms and conditions in any order, letter, specification, communication or other document supplied by the Buyer to the Seller). To the extent there are any inconsistencies between any variation referred to in clause 18.2 and these Conditions, these Conditions shall prevail.
  18.2 These Conditions may only be varied or amended in writing and agreed by a director of the Seller.
  18.3 No failure or delay by the Seller to exercise any right will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right.
  18.4 Subject as expressly provided in this Contract, the rights, powers and remedies provided in this Contract are cumulative and not exclusive of any rights, powers and remedies provided by law.
  18.5 Any waiver of a breach of, or default under, any provision of this Contract by the Seller will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of this Contract.
  18.6 The parties to this Contract do not intend any terms of these Conditions to be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
  18.7 If in any clause or part of this Contract is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from this Contract and will be ineffective without, as far as is possible, modifying any other clause or part of this Contract and this will not affect any other provisions of this Contract which will remain in full force and effect.
• 19. Applicable Law
  19.1 The formation, existence, construction, performance, validity and all aspects whatsoever of this Contract will be governed by the law of England and the parties submit to the exclusive jurisdiction of the courts of England.
• 20. Buyer's Information
  20.1 The Buyer agrees to the Seller using its personal data (including, without limitation, sales data) collected from the Buyer in its capacity as an unincorporated trader for administration, marketing, risk assessment, analysing the Buyer's purchasing preferences, statistical analysis, credit checking and to let it know (by mail, telephone, fax or email) about other products and services offered by the Seller which the Seller think will be of interest to the Buyer.
  20.2 The Seller will also communicate the Buyer's personal data amongst members of the Seller's group, including its parent company, subsidiary companies and sister companies that are involved in the pharmaceutical wholesale business and may contact the Buyer from time to time with details of pharmaceutical products and services that may be of interest to the Buyer. Should the Buyer not wish to receive such communication, please notify the Seller by providing the Seller with the Buyer's details or by writing to the Seller's Data Protection Officer.
  20.3 If the Buyer is a member of a Companies'buying group, the Seller will communicate the Buyer's personal data to the buying group to which the Buyer belongs to enable it to act on the Buyer's behalf according to the terms of the Buyer's arrangements with it.
  20.4 The Seller will also communicate the Buyer's personal data to other suppliers and manufacturers involved in the UK supply chain, who will utilise the Seller's information to help strengthen the business relationship between manufacturers, wholesalers and pharmacists. If the Seller does not wish the Buyer to communicate its information to other suppliers and manufacturers involved in the UK supply chain, please notify the Seller by writing to the Seller's Data Protection Officer.
  20.5 The Seller will at all times comply with the Data Protection Act 1998 Legislation and any subsequent regulations relating to the protection of the Buyer's personal data. The Seller undertake to ensure that appropriate technical and organisational measures are adopted by the Seller against unauthorised or unlawful processing of personal data and against accidental loss or destruction, or misuse of, or damage to the Buyer's personal data.
  20.6 The Seller undertakes to use the Buyer's personal data solely as set out in these terms and for the purpose of performing the services to the Buyer. If the Buyer wishes to amend or update its personal information or wish the Seller to delete information about the Seller please notify the Seller by writing to the Seller's Data Protection Officer although the Seller must hold relevant data about the Buyer to enable the Seller to provide the services to the Buyer.
  

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