NPA Sales Terms & Conditions
CONDITIONS OF SUPPLY OF GOODS
- PRICES AND PAYMENT
1.1 The prices shown on the NPA webshop are available for NPA members only. Non NPA members are able to purchase from the NPA but will not be eligible for the special member prices.
Members who have agreed contract pricing will be invoiced at the prices agreed.
1.2 In the event that the value of an order is below £30 excluding VAT, then the customer shall pay a delivery charge of £4.99 plus VAT in addition to the price agreed for the goods.
1.3 The NPA reserves the right to apply an additional charge to reflect any increase in the cost to the NPA arising after acceptance of an order which is due to any factor beyond the reasonable control of the NPA the NPA will inform you prior to any supply of goods or services and give you the option to accept, change or cancel such an order. After an agreement to supply such goods or services has been concluded the cost of any changes in delivery dates, quantities, or specifications requested by the customer, or any delay caused by the instructions of the customer shall be borne by the customer. www.npasales.co.uk
1.4 For NPA members, unless otherwise agreed by the NPA in writing, payment shall be due and payable within 30 days of date of invoice in pounds sterling and shall be made without any set-off, counterclaim or deduction whatsoever. For non NPA members, unless otherwise agreed by the NPA in writing, payment shall be due by credit card at the point of order. Where a pro-forma invoice is raised goods will not be despatched until payment has been received and cleared.
1.5 The NPA shall be entitled to submit its invoice in accordance with the invoicing requirements which is selected in the application form overleaf except that where invoices are to be submitted on delivery and where delivery has been postponed at the request of, or by the default of, the customer, the NPA may submit its invoice at any time after the goods are ready for delivery or would have been ready in the ordinary course but for the customer’s request or default.
1.6 Where goods are delivered by instalments the NPA may invoice each instalment separately and the customer shall pay such invoices in accordance with these conditions.
1.7 No disputes arising under the contract nor delays (other than delays acknowledged by the NPA in writing), shall interfere with prompt payment in full by the customer.
1.8 If the customer shall fail to pay the invoice price by the due date, the NPA shall be entitled, without prejudice to any other right or remedy, to do all or any of the following:-
(a) To suspend any or all further deliveries under the contract and under any other contract or contracts between the NPA and the customer then current, without notice;
(b) To charge interest on any amount outstanding at the rate of 5% per annum above the base rate of the Bank Of England from the date on which payment was due until the actual date of payment such interest being charged as a separate, continuing obligation not merging with any judgment together with any statutory debt recovery costs;
(c)Where trade discounts are granted by the NPA, to charge back such discounts to the customer;
(d) To charge the customer for all costs and expenses including without limitation legal and other debt collection expenses incurred by the NPA in recovering and attempting to recover all or any amount due to the NPA by the customer;
(e) To serve notice on the customer requiring immediate payment for all goods supplied by the NPA under this and all other contracts with the customer whether or not payment is otherwise due;
(f) To sue for the price of the goods even though title to such goods may not have passed to the customer
1.9 Several of NPA’s products are an online service and as such no physical product is delivered but access allowed to the system by way of purchasing a subscription. Should the subscription include an initial free trial period, no charge will be made for using the product during this time however at the end of the trial period, unless a subscription has been purchased, access to the system will be terminated. No further free trial can be applied for at that address within 12 months.
1.10 For product usage terms and conditions please see the individual product
2.1 Our delivery service – we understand that you need your supplies quickly and efficiently so, we offer a next working day delivery service on the majority of our items, including Dispensary, Office Essentials and Workwear, providing that the order is placed before 1pm (11.30am for Workwear) and is in stock. This priority service does not include refrigerators, personalised items and bulk orders.
2.2 Delivery of refrigerators – our refrigerator items are delivered using a standard service which is usually 3 to 5 days, providing your order is in stock. If your chosen item is a Shoreline refrigerator, it will be unpacked for you and placed in your pharmacy at no additional charge; if your chosen item is a LEC refrigerator unpacking and placement will incur an additional charge from our supplier, however we can arrange a kerbside delivery for you free of charge. If you require a faster delivery service for your refrigerator, consider choosing a Shoreline item as they are able to offer a kerbside delivery only within 48 hours, at no extra charge.
2.3 Exceptional and customised orders – some non-standard items, bulk orders and customised items are subject to 5 to 10 working days delivery service, as these take a little more time to prepare for you. We’re sorry but we are also unable to accept returns of customised items.
Please contact NPA sales or check the details on individual product listings if you need further information regarding timings or delivery charges.
2.4 If an item is out of stock – we work hard to ensure that we hold stock of our products however if, when you have placed your order, an item is out of stock for any reason we will contact you as soon as possible to advise you and provide you with an estimated time for your delivery. If you have ordered other stocked items, these will be delivered the next working day and only the out of stock item(s) held on back order. If you prefer not to receive the delayed item, you may remove this from your order by contacting NPA Sales.
2.5 The NPA reserves the right to charge additional carriage for offshore deliveries, large or high value items supplied direct by manufacturer’s and shall notify the customer of such an additional charge prior to the customer’s order being processed. The NPA’s acknowledgement of order shall specify in writing the carriage charge payable.
3.1 Cancelled or amended orders – once an order is completed either online or on the phone it is sent immediately to our processing centre, so we are unable to cancel or amend your order. To return items which have been ordered incorrectly, or in error, please refer to our returns service below.
Additional or amended items requested once an order has been completed have to be treated as a new order and may incur an additional delivery fee.
3.2 Our returns service – if you have ordered an item(s) in error, you may return it to the NPA and receive a refund provided it is in original packaging, unused and in a saleable condition. If the item(s) is a customised or non-standard item(s); it is non-returnable. Please contact NPA sales or check the details on individual product listings if you need further information regarding which items this applies to. A collection/ restocking fee will be incurred and deducted from your refund for using our returns service.
If you receive damaged or faulty goods, please contact NPA Sales and a full refund can be arranged once the items have been returned.
Please arrange all returns with our NPA Sales team, providing the reason for return, and they will arrange for the item(s) to be collected for you
- FORMATION OF CONTRACT
4.1 These conditions set out the terms on which the National Pharmacy Association (NPA) may provide the relevant goods and is indicated in an order (the “NPA”) will supply goods to you (the “customer”). All quotations, offers and tenders are made and all orders are accepted subject to these conditions. Except as otherwise provided in these conditions, all other terms, conditions or warranties (including without limitation any terms, conditions or warranties which are referred to on any order submitted by the customer) are excluded from any contract between the NPA and the customer unless expressly accepted in writing by the NPA.
4.2 If there is a conflict between terms, the conflict shall be resolved in accordance with the following order of precedence (but only to the extent of the conflict): these terms and conditions, acknowledgement of order, NPA’s quotation, NPA’s membership terms.
4.3 When agreed with and authorised by a representative of the customer, each order, or as the case may be, each agreement relating to customer shelf stock and these conditions, shall represent a contract binding on the parties (the “contract”).
4.4 If any statement or representation has been made to the customer by the NPA or its officers, employees or agents (other than in the document(s) enclosed with the NPA’s quotation or acknowledgement of order), upon which the customer wishes to rely it shall only be entitled to do so if the statement or representation is attached to or endorsed on the customer’s order and then only if the NPA subsequently confirms in writing to the customer that the customer is entitled to rely on the statement or representation.
4.5 Any variation to these conditions or any contract between the NPA and the customer to which these conditions apply shall have no effect unless separately agreed in writing and signed by an authorised representative of the NPA and the customer.
- RISK AND TITLE
5.1 Risk shall pass to the customer (so that the customer is then responsible for all loss or deterioration of the goods or for any damage occurring) at the time when the goods arrive at the place for delivery.
5.2 Title to the goods shall only pass to the customer if the customer has paid to the NPA all sums (including any default interest) due from it to the NPA under this contract and under all other contracts between the NPA and the customer (including any sums due under contracts made after this contract) whether or not the same are immediately payable.
5.3 The NPA may recover goods in respect of which title has not passed to the customer at any time and the customer irrevocably licences the NPA, its officers, employees and agents to enter upon any premises of the customer, with or without vehicles, for the purpose either of satisfying itself that condition 5.4 below is being complied with by the customer or of recovering any goods in respect of which title has not passed to the customer.
5.4 Until title to the goods has passed to the customer under these conditions it shall possess the goods as fiduciary agent and bailee of the NPA. If the NPA so requires, the customer shall store the goods separately from other goods and shall ensure that they are clearly identifiable as belonging to the NPA.
6.1 No variations to the goods required by the customer shall be binding on the NPA unless agreed by the NPA and the customer in writing, including, as part of such agreement, any change to the contract price or reimbursement of the NPA’s costs (in relation to bespoke goods) arising in consequence of the variation to the goods. Any reduction in order quantity or goods returned pursuant to this condition will be subject to a handling charge of 10% of the invoiced value of the goods or £5, whichever is greater, together with delivery charges and refurbishing works where applicable.
6.2 If the NPA agrees to any such variation, prior to any goods being delivered any dates quoted for delivery shall be extended accordingly.
7.1 The NPA reserves the right to alter the dimensions or composition of the goods supplied to conform to applicable standards or laws or otherwise within reasonable limits having regard to the nature of the goods.
7.2 The information contained in the advertising, sales and technical literature issued by the NPA may be relied upon to be accurate in the exact circumstances in which it is expressed. Otherwise any illustrations, performance details, examples of installations and methods of assembly and all other technical data in such literature are based on experience and upon trials under test conditions and are provided for general guidance only. No such information or data shall form part of the contract unless the customer shall have complied with condition 1.4 relating to statements and representations and the NPA shall have given the confirmation referred to in that condition.
- SHORTAGES AND DEFECTS APPARENT ON INSPECTION
8.1 The customer shall only be entitled to claim (and then subject to conditions 10 and 11) for shortages or defects in the goods as supplied which are apparent on visual inspection if:-
(a)The customer inspects the goods within three working days following the date of their arrival at its premises or other agreed destination; and
(b) A written complaint specifying the shortage or defect is made to the NPA within seven working days of delivery in the event of shortage, defect, or non-delivery of any separate part of a consignment, or within fourteen working days of the notified date of dispatch in the event of non-delivery of a whole consignment; and
(c)The NPA is given an opportunity to inspect the goods and investigate any complaint before any use of or alteration to or interference with the goods.
(d) If a complaint is not made to the NPA as provided in this condition 8, the goods [and services] shall be deemed to be in all respects in accordance with the contract (subject only to condition 9) and the customer shall be bound to pay for the same accordingly.
- DEFECTS NOT APPARENT ON INSPECTION
9.1 The customer shall only be entitled to claim (and then subject to conditions 10 and 11) in respect of defects in the goods supplied which are not apparent on visual inspection at the time of delivery, if:-
(a) A written complaint is sent to the NPA as soon as reasonably practicable after the defect is discovered and subsequently no use is made of the goods or alteration or interference made to or with the goods before the NPA is given an opportunity to inspect the goods in accordance with condition 9.4; and
(b) the complaint is sent within 1 months of the date of delivery of the goods or, in the case of an item not manufactured by the NPA, within the guarantee period specified by the manufacturer of such item.
9.2 The customer shall not be entitled to claim in respect of any repairs or alterations undertaken by the customer without the prior specific written consent of the NPA nor in respect of any defect arising by reason of fair wear and tear or damage due to accident, neglect or misuse nor in respect of any goods to which alterations have been made without such consent or to which replacement parts not supplied by the NPA have been fitted.
9.3 The NPA shall not be liable for (and the customer shall indemnify the NPA against claims arising from) loss or damage suffered by reason of use of the goods after the customer becomes aware of a defect or after circumstances have occurred which should reasonably have indicated to the customer the existence of a defect.
9.4 The NPA may within 15 days of receiving a written complaint (or 28 days where the goods are situated outside the United Kingdom) inspect the goods and the customer, if so required by the NPA, shall take all steps necessary to enable it to do so.
10.1 If the condition of the goods is such as might or would (subject to these conditions) entitle the customer to claim damages, to repudiate the contract, or to reject the goods the customer shall not then do so but shall first ask the NPA to issue a credit note, or repair or supply satisfactory substitute goods and the NPA shall then be entitled at its option to issue a credit note (in which event the credit note shall be valid for three months from its date of issue (or such longer period as may be agreed by the NPA in writing) and shall amount to the full value of the goods concerned (or in the case of short deliveries, for the value of the goods not delivered)), or repair or take back the defective goods and to supply satisfactory substitute goods free of cost and within a reasonable time or to repay the price of the goods in respect of which the complaint is made in full settlement of any claim.
10.2 Where costs are incurred in returning the goods under condition 10.2 to the NPA these shall be met solely by the customer.
10.3 If the NPA does so issue a credit note or repair the goods or supply satisfactory substitute goods or effect repayment under condition 10.2, the customer shall be bound to accept such credit note, repaired or substituted goods or repayment and the NPA shall be under no liability in respect of any loss or damage of whatever nature arising from the initial delivery of the defective goods or from the delay before the defective goods are repaired or the substitute goods are delivered or the repayment is affected.
10.4 In the case of goods not manufactured by the NPA:-
(a) The NPA gives no assurance or guarantee that the sale or use of the goods will not infringe the patent, copyright or other industrial property rights of any other person, firm or company; and
(b) the obligations of the NPA relating to defects in such goods are limited to the guarantee (if any) which the NPA receives from the manufacturer or supplier of such goods.
- EXCLUSION OF LIABILITY
11.1 Nothing in these conditions or in any contract excludes or limits the liability of the NPA for death or personal injury caused by the NPA’s negligence, or for fraud or fraudulent misrepresentation.
11.2 Subject to Condition 11.1
(a)The NPA’s total liability in contract, tort (including negligence or breach of statutory duty) or otherwise arising in connection with the supply of the goods hereunder shall not exceed the value of the order pursuant to which the goods are supplied;
(b) In no circumstances whatsoever shall the NPA be liable to the customer in contract, tort (including negligence and breach of statutory duty) or otherwise for any loss of profits, goodwill or business opportunity (whether direct or indirect) or for any indirect, special or consequential loss (whether or not reasonably foreseeable and even if the NPA had been advised of the possibility of the customer incurring the same).
- INTELLECTUAL PROPERTY RIGHTS
12.1 All claims for alleged infringement of patents, trademarks, registered designs, design right or copyright received by the customer relating to the goods must be notified immediately to the NPA. If requested by the NPA, the NPA shall be entitled to have conduct of any proceedings relating to any such claim in such manner as the NPA thinks fit and the customer will provide to the NPA such reasonable assistance as the NPA may request. The cost of any such proceedings will be borne by the NPA.
- CUSTOMER’S DRAWINGS
13.1 The customer shall be solely responsible for ensuring that all drawings, information, advice and recommendations given to the NPA, either directly or indirectly by the customer or by the customer’s consultants or advisers, are accurate, correct and suitable unless, and then only to the extent that, the NPA agrees in writing signed by a director or other authorised representative to accept responsibility.
13.2 The customer shall indemnify the NPA from and against all actions, claims, costs and proceedings which arise due to the manufacture or supply of goods by the NPA being in accordance with drawings or specifications provided by the customer if such drawings or specifications are inaccurate or contain design defects or if they infringe or are alleged to infringe a patent, copyright, registered design, design right or design copyright or other right of any third party.
Either party may terminate the contract with immediate effect by notice to the other if the other shall become “Insolvent”. A party shall be “Insolvent” if any encumbrance takes possession of or a receiver or administrative receiver is appointed over any of its property or assets or if it makes any voluntary arrangement with its creditors or becomes subject to an administration order or has an administrator appointed or goes into liquidation or anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to it or if it ceases or threatens to cease to carry on business.
- EVENTS OUTSIDE OF OUR CONTROL
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these terms that is caused by events outside our reasonable control (force majeure event).
- A force majeure event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:
(a) Strikes, lock-outs or other industrial action; or
(b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; or
(c) Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; or
(d) Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(e) Impossibility of the use of public or private telecommunications networks; or
(f) Failure by our suppliers to supply the goods to us which are required to fulfil your order.
- Our obligations under these terms are suspended for the period that the force majeure event continues, and we will have an extension of time to perform these obligations for the duration of that period. We will take reasonable steps to bring the force majeure event to a close or to find a solution by which our obligations under these terms can be performed despite the force majeure event. If we have been unable to resolve a force majeure event within three months we shall be entitled to cancel your order without penalty save for refunding to you the purchase price you have paid.
- SPECIALS AND FREE ISSUE MATERIALS
16.1 The NPA does not guarantee the suitability of materials or the design of goods made specially to the customer’s requirements and differing from the NPA’s standard specifications even if the purpose for which the goods are required is known to the NPA.
16.2 The NPA does not accept responsibility for the safe-keeping and condition of the customer’s samples, drawings and the like whilst they are in the NPA’s possession whatever the circumstances may be in which they are lost, broken or damaged and the customer should make its own arrangements to insure these items.
The contract is entered into between the NPA and the customer as principals and the customer shall not be entitled to assign the benefit or burden of the contract or of any interest in it without the prior written consent of the NPA. The NPA shall be entitled to sub-contract the whole or part of its obligations under the contract and to assign its interest in the contract.
If these conditions shall be or become void in whole or in part, the other provisions shall remain valid and enforceable and the void provisions shall, where appropriate, be replaced by other provisions corresponding as closely as possible with the void provisions.
19.1 A failure by the NPA to exercise, or a delay in exercising, any right or remedy under the contract shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies which the NPA may otherwise have and no single or partial exercise of any right or remedy under the contract shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
19.2 Any waiver by the NPA of a breach of any of the terms of the contract or of any default under the contract shall not be deemed a waiver by the NPA of any subsequent breach or default and shall not affect the other terms of the contract.
- EUROPEAN MONETARY UNION
Unless otherwise agreed in writing, the occurrence or non-occurrence of an event associated with European Monetary Union will not of itself discharge the contract, or entitle one party unilaterally to vary or terminate it.
- THIRD PARTY RIGHTS
The Contracts (Rights of Third parties) Act 1999 shall apply to these Terms or any Contract between the parties.
- LAW AND JURISDICTION
The parties agree that any disputes arising or in any way connected with the subject matter of the contract (whether of a contractual or tortuous nature or otherwise) shall be subject to the laws of England and in the case of proceedings issued against the NPA shall be subject to the jurisdiction of the English courts only
- DATA PROTECTION
We, being the NPA Group of companies, hold and process all personal information (“Information”) in accordance with the Data Protection Act 1998. By submitting your Information (which may include sensitive personal information) to us at any time in connection with administering your accounts as NPA members or associates you consent to your information being processed by us in accordance with this data protection statement. If your information changes, please inform us of the change so that we can update our records. We will use information to contact you at various times by post, telephone, electronically and by other means for the following purposes:
23.1 To administer the relationship between you and the NPA group, and manage business processes in support of this (which may include using third parties)
23.2 To promote the interests of customers to the public
23.3 To offer you access to facilities such as NPA information, NPA training courses, NPA products and services and NPA insurance, and
23.4 For additional purposes as set out in the Data Protection Notice which forms part of our “Information about our Insurance services” document.
We also reserve the right:
23.5 To use your information for statistical analysis
24.6 To analyse your use of our web site and related services using, for example, “cookies” when you access those services,
23.7 To transfer Information to other companies (“other companies”), which we screen on your behalf to make sure that they are offering products or services that are likely to be of value to pharmacy businesses and professionals. In the unlikely event that you find communication from these Other Companies unwelcome, you may at any time elect not to receive such communication in future. Likewise, you may elect not to receive marketing communications from us. Should you opt out of either, you will not have to opt out again upon renewal of your membership.
23.8 To transfer our business assets or our rights under any group product (which include Information) on sale or merger of the whole or part of the NPA Group. We may do this without contacting you.
23.9 To transfer our Information as required to obtain legal advice, comply with legal and regulatory requirements, protect our rights and property, and the safety of our employees, clients, suppliers and others.
You should show this data protection statement to anyone whose personal information you have submitted to us. You have the right to request copies of the Information we hold about you. If you would like to know what information we hold about you, contact the data manager, NPA, Mallinson House, 38-42 St Peter’s Street, St Albans, AL1 3NP. A fee may be charged for this.
At any time you may ask for further explanation of this policy or change the preference you have registered with us in terms of receiving communication from us or from other companies. The NPA group comprises: The National Pharmacy Association Limited, NPA Services Limited, NPA Insurance Limited
The following terms shall be deemed to be accepted by placing an order on the National Pharmacy Association electronic ordering website as notified from time to time (“the webshop”):
No part or parts of any information supplied on this website may be reproduced in any form or by any means electronic or mechanical, including photocopying, recording or any information storage or retrieval system, except for the express purpose of placing or keeping a copy of an order.
Copyright in the website design and technology is and remains the joint property of the company and all rights are reserved.
The Website may contain hyperlinks to websites operated by other parties. The NPA does not control such websites and takes no responsibility for, and will not incur any liability in respect of, their content. The NPA’s inclusion of hyperlinks to such websites does not imply any endorsement of views, statements or information contained in such websites.
- PASSWORD SECURITY
The customer agrees that the person(s) using the website for placing order(s) have the capacity and authority to place orders on behalf of the customer (“authorised user”). The customer is responsible for ensuring that only Authorised Users place orders on the website and that the passwords issued by the NPA are kept secure and confidential. The customer agrees that the NPA is entitled to rely absolutely on any orders placed using the password(s) issued by the NPA. The customer shall inform the NPA if they become aware of any unauthorized or mis-use so that new passwords can be issued.
- INTERNET SECURITY/AVAILABILITY
The customer cannot guarantee the security of the internet or that the website will be available at all times. However the NPA has exercised due diligence to ensure, so far as reasonably practicable, that the website is secure and will be available during normal trading hours whenever possible.
- DATA PROTECTION
The NPA undertakes that it shall not hold information about the customer which is excessive in relation to the purposes for which it is used; not keep information for any purpose for longer than is necessary; and process information in accordance with the Data Protection Act 1998.
The NPA hereby grants the customer a limited, non-exclusive, licence for the purpose of using the Website to place orders.
Issue date August 2017 Version 11