Terms and Conditions

These Terms and Conditions apply to all quotations, offers, orders, and agreements between the Company and the Customer. No variation or amendment shall be effective unless agreed in writing by a duly authorised representative of the Company.

These Terms and Conditions, together with any specific written agreement between the parties, constitute the entire agreement and supersede all prior negotiations, representations, or agreements relating to the supply of Goods.

The Company operates under Medicines and Healthcare products Regulatory Agency (MHRA) Wholesale Distribution Authorisation WDA (H): 39731. All supply of pharmaceutical products is conducted in accordance with the Human Medicines Regulations 2012, Good Distribution Practice (GDP) guidelines, and all other applicable UK legislation.

The Company supplies Goods exclusively to registered pharmacies, dispensing doctors, hospitals, and other authorised healthcare establishments. By placing an order, you confirm that you hold all necessary licences and registrations required to purchase and handle the Goods ordered.

Orders may be placed via the MDL Connect platform, by telephone, or by such other methods as the Company may make available from time to time. All orders are subject to acceptance by the Company.

An order shall be deemed accepted only when the Company dispatches the Goods or confirms acceptance in writing. The Company reserves the right to decline any order at its discretion, including but not limited to situations where:

• The Goods are unavailable or out of stock
• There is an error in pricing or product description
• The Customer's account has outstanding overdue payments
• The Company has reasonable concerns about regulatory compliance
• The Customer's credit limit would be exceeded

The Customer is responsible for ensuring the accuracy of all orders, including product codes, quantities, and delivery details. The Company shall not be liable for errors arising from incorrect information provided by the Customer.

The Company may set a minimum order value from time to time. Orders below the minimum value may be subject to a surcharge or may not be accepted. Current minimum order values will be communicated to Customers via the Platform or in writing.

All prices are quoted in pounds sterling (GBP) and are exclusive of VAT unless otherwise stated. Prices are subject to change without notice, and the price applicable to an order shall be the price in effect at the time of dispatch.

Unless otherwise agreed in writing, payment is due within the period specified on the Customer's account terms (typically 30 days from date of invoice). Payment shall be made by Direct Debit or such other method as may be agreed in writing.

In the event of late payment, the Company reserves the right to:

• Charge interest on overdue amounts at the rate of 4% per annum above the Bank of England base rate, calculated daily from the due date until payment is received
• Claim statutory compensation under the Late Payment of Commercial Debts (Interest) Act 1998
• Suspend or restrict the Customer's account and withhold further deliveries
• Recover all reasonable costs of debt collection, including legal fees

The Company may set off any amounts owed by the Customer against any amounts payable by the Company to the Customer, whether under these Terms or otherwise.

The Company shall use reasonable endeavours to deliver Goods within the timescale indicated at the time of order. Delivery times are estimates only and shall not be of the essence. The Company shall not be liable for any loss or damage arising from late delivery.

Goods will be delivered to the address specified on the Customer's account or as agreed at the time of ordering. The Customer is responsible for ensuring that a suitable person is available to receive and sign for deliveries during normal business hours.

Risk in the Goods shall pass to the Customer upon delivery. Title to the Goods shall not pass to the Customer until the Company has received payment in full for all Goods supplied and all other sums owed by the Customer to the Company.

Where Goods require temperature-controlled storage or transport, the Company shall ensure appropriate cold chain procedures are followed in accordance with GDP guidelines. Upon delivery, the Customer assumes responsibility for maintaining appropriate storage conditions.

The Customer must inspect all Goods upon delivery and report any shortages, damage, or discrepancies to the Company within 48 hours of delivery. Failure to notify within this period may affect the Customer's right to claim.

Due to the nature of pharmaceutical products and regulatory requirements, returns are accepted only in the following circumstances:

• Goods delivered in error by the Company
• Goods that are damaged or defective upon delivery
• Goods recalled by the manufacturer or MHRA
• Short-dated goods supplied without prior agreement

All returns must be authorised in advance by the Company. A returns authorisation number will be issued, and Goods must be returned in their original, unopened packaging within 10 Working Days of the authorisation being granted.

The following Goods cannot be returned under any circumstances (except in cases of manufacturer or MHRA recall):

• Controlled drugs (Schedule 2-5)
• Cold chain products that have left the Customer's premises
• Goods where the packaging has been opened or tampered with
• Special order or non-stock items ordered specifically for the Customer

Where a return is accepted, the Company will issue a credit note within 10 Working Days of receiving the returned Goods. Credit notes may be offset against future invoices and are valid for 12 months from the date of issue.

While the Company endeavours to ensure all product descriptions, images, and specifications on the Platform are accurate, these are provided for general guidance only. The Customer should refer to the manufacturer's product literature for complete and authoritative product information.

All orders are subject to stock availability. Where Goods are unavailable, the Company will notify the Customer and may offer a suitable alternative. Backordered items will be dispatched when stock becomes available unless the Customer cancels the order.

In the event of a product recall, the Customer shall cooperate fully with the Company and follow all instructions regarding the quarantine, return, or destruction of affected Goods in accordance with MHRA guidance.

To the maximum extent permitted by law, the Company's total liability arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount paid by the Customer for the specific Goods giving rise to the claim.

The Company shall not be liable for any indirect, consequential, or special losses, including but not limited to:

• Loss of profits, revenue, or anticipated savings
• Loss of business or business opportunity
• Loss of goodwill or reputation
• Any indirect or consequential loss or damage

Nothing in these Terms shall exclude or limit the Company's liability for:

• Death or personal injury caused by its negligence
• Fraud or fraudulent misrepresentation
• Any matter which it would be unlawful to exclude or limit liability

The Company may terminate or suspend the Customer's account immediately upon written notice if:

• The Customer breaches any material term of these Terms and Conditions
• The Customer fails to make payment when due
• The Customer becomes insolvent, enters administration, or has a receiver appointed
• The Customer loses any licence or registration required to purchase the Goods
• The Company reasonably believes the Customer is acting in breach of applicable regulations

The Customer may terminate their account by providing 30 days' written notice to the Company. Termination shall not affect any rights or obligations that have accrued prior to the date of termination, including the obligation to pay for all Goods already delivered.

Upon termination, all outstanding invoices shall become immediately due and payable. The Company may exercise its retention of title rights over any unpaid Goods.

These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales.

The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising under or in connection with these Terms.

In the event of any dispute, the parties agree to attempt to resolve the matter through good faith negotiation before commencing legal proceedings. Either party may propose mediation as an alternative means of resolution.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

No failure or delay by the Company in exercising any right under these Terms shall operate as a waiver of that right, nor shall any single or partial exercise preclude any further exercise of that or any other right.

The Customer may not assign or transfer any rights or obligations under these Terms without the prior written consent of the Company. The Company may assign its rights and obligations to any affiliate or successor entity.

These Terms do not confer any rights on any person other than the parties to them and, where applicable, their successors and permitted assignees. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms.

Any notice given under these Terms must be in writing and may be delivered by hand, sent by pre-paid first-class post, or sent by email to the address specified on the Customer's account or the Company's address set out below.