Fox Pharma Limited – Terms and Conditions
The Customer’s attention is particularly drawn to the provisions of clause 14
(Limitation of liability).
- Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in
England, when banks in London are open for business.
Cold Chain Products: products which must remain at or below 40C at all times
before use.
Conditions: these terms and conditions as amended from time to time in
accordance with clause 16.7.
Contract: the contract between the Supplier and the Customer for the supply of
Products and/or Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010,
and the expression change of Control shall be construed accordingly.
Customer: the person or firm who purchases the Products and/or Services from
the Supplier.
Delivery Location: has the meaning given in clause 4.4.
Force Majeure Event: has the meaning given to it in clause 15.
Intellectual Property Rights: patents, utility models, rights to inventions,
copyright and neighbouring and related rights, moral rights, trade marks and
service marks, business names and domain names, rights in get-up and trade
dress, goodwill and the right to sue for passing off or unfair competition, rights in
designs, database rights, rights to use, and protect the confidentiality of,
confidential information (including know-how and trade secrets), and all other
intellectual property rights, in each case whether registered or unregistered and
including all applications and rights to apply for and be granted, renewals or
extensions of, and rights to claim priority from, such rights and all similar or
equivalent rights or forms of protection which subsist or will subsist now or in the
future in any part of the world.
Order: the Customer’s order for the supply of Products and/or Services, as set
out in online form completed by the Customer on the Website or agreed by the
parties by another method and confirmed in writing by the Supplier.
Products: the goods (or any part of them) set out in the Order.
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Products Specification: any specification for the Products on the Website.
Restricted Product: any Product which is only made available on prescription.
Services: the services supplied by the Supplier to the Customer as set out in the
Service Specification.
Service Specification: any specification for the Services on the Supplier’s
website.
Supplier: Fox Pharma Limited registered in England and Wales with company
number 11653593.
Website: the Supplier’s website at https://foxpharma/ or such other address as
shall be notified by the Supplier to the Customer from time to time.
1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body
(whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors
and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as
amended or re-enacted. A reference to legislation or a legislative
provision includes all subordinate legislation made under that legislation
or legislative provision.
(d) Any words following the terms including, include, in particular, for
example or any similar expression shall be construed as illustrative and
shall not limit the sense of the words, description, definition, phrase or
term preceding those terms.
(e) A reference to writing or written includes email. - Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Products or Services
or Products and Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written
acceptance of the Order at which point and on which date the Contract shall
come into existence.
2.3 Any samples, descriptive matter or advertising issued by the Supplier and any
descriptions of the Products or illustrations or descriptions of the Services
contained in the Supplier’s catalogues or brochures are issued or published for
the sole purpose of giving an approximate idea of the Services and/or Products
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described in them. They shall not form part of the Contract nor have any
contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that
the Customer seeks to impose or incorporate, or which are implied by law, trade
custom, practice or course of dealing.
2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid
for a period of 20 Business Days from its date of issue.
2.6 All of these Conditions shall apply to the supply of both Products and Services
except where application to one or the other is specified.
2.7 The Customer waives any right it might otherwise have to rely on any term
endorsed upon, delivered with or contained in any documents of the Customer
that is inconsistent with these Conditions. - Products
3.1 The Products are described in the Products Specification. The Supplier shall be
under no obligation to supply Products unless the Customer complies in full with
the Supplier’s procedures in relation to Restricted Products from time to time,
guidelines of the Customer’s regulatory body and all applicable law. The
Customer shall ensure that each prescriber of Products (who shall be an
appropriate authorised representative of the Customer) confirms their awareness
that each time that an order for a Restricted Product is placed by the Customer, the
prescriber shall be treated as having made the Declaration in Appendix A.
3.2 The Supplier reserves the right to amend the Products Specification if required
by any applicable statutory or regulatory requirement, and the Supplier shall
notify the Customer in any such event. It also reserves the right to notify the
Customer’s regulatory body if the Supplier is aware of any breach of regulatory
guidelines and/or applicable law resulting from any use of the Products by the
Customer.
3.3 The Customer warrants that:
(a) it is buying Products for use in the UK and the Republic of Ireland (or any
other country expressly agreed in writing by the Supplier);
(b) each member of the Customer’s staff that will be using the Restricted
Products has passed a certified and accredited training course in relation
to the Products.
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3.4 The Customer acknowledges and agrees that it has sole and full responsibility for
any use or misuse of the Restricted Products. - Delivery of Products
4.1 All mainland UK orders placed before the cut-off =me on a Business Day will be
despatched with the Supplier’s nominated courier for next Business Day delivery and the
cut-off =me shall be 5.30pm except in rela=on to Northern Ireland and parts of Scotland
(Outer Delivery Territory) where the cut-off =me shall be 2.30pm.
Please note, that for some loca=ons (Scotland & Cornwall) pre-12pm services are pre1pm as set out by the nominated courier service for specific postcodes.
For the purposes of this clause 4 only, ‘Business Day’ shall, in rela=on to mainland UK
orders not in the Outer Delivery Territory for Cold Chain Products, include Saturday.
4.2 In relation to all other orders, delivery should take within 3 to 5 Business Days
from date of order.
4.3 The Customer acknowledges and agrees that:
(a) it is responsible for ordering Products on such dates as shall ensure that
it has sufficient Products to meet its requirements;
(b) any changes using the third party delivery agent’s app on the day
Products are to be delivered may delay delivery;
(c) the Supplier is not responsible for delays in delivery caused by its third
party delivery agents;
(d) Where the third party delivery agent is not able to deliver on the date and
at the time notified to the Customer, other than directly as a result of the
act or omission of the third party delivery agent:
(i) the Customer is responsible for rearranging delivery with the third
party delivery agent and for any reasonable administration
charges levied by the Supplier; and
(ii) in relation to Cold Chain Products where the Customer must be
available in person to take delivery, the Supplier shall not be
responsible for any loss of or defect in the Cold Chain Products
and shall be under no obligation to replace those Cold Chain
Products nor to make any refund in respect of them;
(e) Where the Customer itself does not take receipt of the Products from the
third party delivery agent the Supplier shall not be responsible for any
loss of or defect in the Products and shall be under no obligation to
replace those Products or make any refund in respect of them.
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4.4 The Supplier shall deliver the Products to the location set out in the Order or
such other location as the parties may agree (Delivery Location) on the date
notified by the Supplier and the Customer shall ensure that it or its representative
is available to accept delivery.
4.5 Delivery of the Products shall be completed on the completion of receipt of the
Products at the Delivery Location.
4.6 Except to the extent set out in clause 4.1, time of delivery is not of the essence.
The Supplier shall not be liable for any delay in delivery of the Products that is
caused by a Force Majeure Event or the Customer’s failure to provide the
Supplier with adequate delivery instructions or any other instructions that are
relevant to the supply of the Products.
4.7 If the Supplier fails to deliver the Products, its liability shall be limited to the costs
and expenses incurred by the Customer in obtaining replacement goods of
similar description and quality in the cheapest market available, less the price of
the Products. The Supplier shall have no liability for any failure to deliver the
Products to the extent that such failure is caused by a Force Majeure Event or
the Customer’s failure to provide the Supplier with adequate delivery instructions
or any other instructions that are relevant to the supply of the Products. The
Customer shall notify the Supplier in writing of any failure to deliver within seven
days of the Order date. - Quality of Products
5.1 The Supplier warrants that on delivery the Products shall:
(a) conform in all material respects with their description and any applicable
Products Specification;
(b) be of satisfactory quality (within the meaning of the Sale of Products Act
1979); and
(c) be fit for any purpose held out by the Supplier.
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing to the Supplier within a reasonable
time of discovery and in any event within seven days that some or all of
the Products do not comply with the warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such
Products; and
(c) the Customer (if asked to do so by the Supplier) returns such Products to
the Supplier’s place of business at the Customer’s cost,
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the Supplier shall, at its option, repair or replace the defective Products, or refund
the price of the defective Products in full.
5.3 The Supplier shall not be liable for the Products’ failure to comply with the
warranty set out in clause 5.1 if:
(a) the Customer makes any further use of such Products after giving a
notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Supplier’s
oral or written instructions as to the storage, use or maintenance of the
Products or (if there are none) good practice regarding the same;
(c) the Customer alters such Products without the written consent of the
Supplier; or
(d) the Products differ from their description or the Products Specification as
a result of changes made to ensure they comply with applicable statutory
or regulatory standards.
5.4 Except as provided in this clause 5, the Supplier shall have no liability to the
Customer in respect of the Products’ failure to comply with the warranty set out in
clause 5.1.
5.5 These Conditions shall apply to any replacement Products supplied by the
Supplier. - Title and risk
6.1 The risk in the Products shall pass to the Customer on completion of delivery.
6.2 Title to the Products shall not pass to the Customer until the Supplier receives
payment in full (in cash or cleared funds) for the Products. - Supply of Services
7.1 The Supplier shall supply the Services to the Customer in accordance with the
Service Specification in all material respects.
7.2 The Supplier shall use all reasonable endeavours to meet any performance
dates for the Services agreed between the parties, but any such dates shall be
estimates only and time shall not be of the essence for the performance of the
Services.
7.3 The Supplier reserves the right to amend the Service Specification if necessary
to comply with any applicable law or regulatory requirement, or if the amendment
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will not materially affect the nature or quality of the Services, and the Supplier
shall notify the Customer in any such event.
7.4 The Supplier warrants to the Customer that the Services will be provided using
reasonable care and skill. - Customer’s obligations
8.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides are
complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Products and
Services, including in relation to any product recall;
(c) provide the Supplier with such information and materials as the Supplier
may reasonably require in order to supply the Services, and ensure that
such information is complete and accurate in all material respects;
(d) obtain and maintain all necessary licences, permissions and consents
which may be required for the Services before the date on which the
Services are to start;
(e) comply with all applicable laws, including health and safety laws; and
(f) comply with any additional obligations as set out in the Service
Specification and the Products Specification.
8.2 If the Supplier’s performance of any of its obligations under the Contract is
prevented or delayed by any act or omission by the Customer or failure by the
Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the
Supplier shall have the right to suspend performance of the Services until
the Customer remedies the Customer Default, and to rely on the
Customer Default to relieve it from the performance of any of its
obligations in each case to the extent the Customer Default prevents or
delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or
incurred by the Customer arising directly or indirectly from the Supplier’s
failure or delay to perform any of its obligations as set out in this clause
8.2; and
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(c) the Customer shall reimburse the Supplier on written demand for any
costs or losses sustained or incurred by the Supplier arising directly or
indirectly from the Customer Default. - Charges and payment
9.1 The price for Products and Services shall be the price set out in the Order.
9.2 The Supplier reserves the right to increase the price of the Products, by giving
notice to the Customer at any time before delivery, to reflect any increase in the
cost of the Products to the Supplier.
9.3 The Customer shall pay for Products and Services at the time it places the Order
using BACS or debit/credit card via the Supplier’s secure Elavon gateway. With
the Supplier’s prior written consent, the Customer may pay cash on collection.
9.4 All amounts payable by the Customer under the Contract are exclusive of
amounts in respect of value added tax chargeable from time to time (VAT).
Where any taxable supply for VAT purposes is made under the Contract by the
Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice
from the Supplier, pay to the Supplier such additional amounts in respect of VAT
as are chargeable on the supply of the Services or Products at the same time as
payment is due for the supply of the Services or Products.
9.5 All amounts due under the Contract shall be paid in full without any set-off,
counterclaim, deduction or withholding (other than any deduction or withholding
of tax as required by law). - Super Payments
10.1 T&Cs apply: Customers must download the Super Payments app and become a member
to claim rewards at Fox Pharma. Earned rewards are claimed via the Fox Pharma checkout
by using Super Payments. Rewards are valid for one month following purchase at
foxpharma.co.uk only - Intellectual property rights
11.1 All Intellectual Property Rights in the Products in or arising out of or in connection
with the Services (other than Intellectual Property Rights in any materials
provided by the Customer) shall be owned by the Supplier (or its licensors).
11.2 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free
non-transferable licence to copy and modify any materials provided by the
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Customer to the Supplier for the term of the Contract for the purpose of providing
the Services to the Customer. - Data protection
12.1 Each party will comply with all applicable requirements of the data protection and
privacy legislation in force from time to time in the UK including the retained EU
law version of the General Data Protection Regulation ((EU) 2016/679) (UK
GDPR); the Data Protection Act 2018 (and regulations made thereunder) and the
Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as
amended. This clause 12 is in addition to, and does not relieve, remove or
replace, a party’s obligations or rights under that legislation. The Supplier shall
process the Customer’s personal data in accordance with its privacy policy at
https://foxpharma.co.uk/privacy-policy/. - Confidentiality
13.1 Each party undertakes that it shall not at any time disclose to any person any
confidential information concerning the business, affairs, customers, clients or
suppliers of the other party or of any member of the group of companies to which
the other party belongs, except as permitted by clause 13.2.
13.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, contractors or subcontracts or
advisers who need to know such information for the purposes of
exercising the party’s rights or carrying out its obligations under or in
connection with the Contract. Each party shall ensure that its employees,
officers, representatives or advisers to whom it discloses the other party’s
confidential information comply with this clause 13; and
(b) as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.
13.3 No party shall use any other party’s confidential information for any purpose other
than to exercise its rights and perform its obligations under or in connection with
the Contract. - Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY
DRAWN TO THIS CLAUSE.
14.1 The Supplier has obtained insurance cover in respect of its own legal liability for
individual claims not exceeding £5,000,000 (five million pounds) per claim. The
limits and exclusions in this clause reflect the insurance cover the Supplier has
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been able to arrange and the Customer is responsible for making its own
arrangements for the insurance of any excess loss.
14.2 The Customer acknowledges and agrees that the Supplier accepts no liability for
use of the Products.
14.3 The restrictions on liability in this clause 14 apply to every liability arising under or
in connection with the Contract including liability in contract, tort (including
negligence), misrepresentation, restitution or otherwise.
14.4 Neither party may benefit from the limitations and exclusions set out in this
clause in respect of any liability arising from its deliberate default.
14.5 Nothing in the Contract limits any liability which cannot legally be limited,
including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Products Act
1979 or section 2 of the Supply of Products and Services Act 1982 (title
and quiet possession); and
(d) defective products under the Consumer Protection Act 1987.
14.6 Subject to clause 14.5, the Supplier’s total liability to the Customer in respect of
Products and/or Services shall not exceed the greater of £2,000 (two thousand
pounds) and an amount equal to three times the amount paid to the Supplier by
the Customer for those Products and/or Services.
14.7 This clause 14.7 sets out specific heads of excluded loss and exceptions from
them:
(a) Subject to clause 14.4 and 14.5, clause 14.7(c) identifies the kinds of loss
that are not excluded. Subject to that, clause 14.7(b) excludes specified
types of loss.
(b) The following types of loss are wholly excluded:
(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of agreements or contracts;
(iv) loss of anticipated savings;
(v) loss of use or corruption of software, data or information;
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(vi) loss of or damage to goodwill; and
(vii) indirect or consequential loss.
(c) The following types of loss and specific loss are not excluded:
(i) sums paid by the Customer to the Supplier pursuant to the
Contract, in respect of any Products or Services not provided in
accordance with the Contract;
(ii) wasted expenditure;
(iii) losses incurred by the Customer arising out of or in connection
with any third party claim against the Customer which has been
caused by the act or omission of the Supplier. For these purposes,
third party claims shall include demands, fines, penalties, actions,
investigations or proceedings, including those made or
commenced by subcontractors, the Supplier’s personnel,
regulators and customers of the Customer.
14.8 The Supplier has given commitments as to compliance of the Products and
Services with relevant specifications in clause 5 and clause 7. In view of these
commitments, the terms implied by sections 13 to 15 of the Sale of Products Act
1979 and sections 3, 4 and 5 of the Supply of Products and Services Act 1982
are, to the fullest extent permitted by law, excluded from the Contract.
14.9 This clause 14 shall survive termination of the Contract. - Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing
or failure to perform, any of its obligations under the Contract if such delay or
failure result from events, circumstances or causes beyond its reasonable control
(a Force Majeure Event). In such circumstances the affected party shall be
entitled to a reasonable extension of the time for performing such obligations. If
the period of delay or non-performance continues for four weeks, the party not
affected may terminate the Contract by giving seven days’ written notice to the
affected party.
12 - General
16.1 Assignment and other dealings
(a) The Supplier may at any time assign, mortgage, charge, subcontract,
delegate, declare a trust over or deal in any other manner with any or all
of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract,
delegate, declare a trust over or deal in any other manner with any of its
rights and obligations under the Contract without the prior written consent
of the Supplier.
16.2 Severance. If any provision or part-provision of the Contract is or becomes
invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not
affect the validity and enforceability of the rest of the Contract. If any provision or
part provision of the Contract is deemed deleted under this clause 16.2 the
parties shall negotiate in good faith to agree a replacement provision that, to the
greatest extent possible, achieves the commercial result of the original provision.
16.3 Waiver. No failure or delay by a party to exercise any right or remedy provided
under the Contract or by law shall constitute a waiver of that or any other right or
remedy, nor shall it prevent or restrict the further exercise of that or any other
right or remedy. No single or partial exercise of such right or remedy shall prevent
or restrict the further exercise of that or any other right or remedy.
16.4 No partnership or agency. Nothing in the Contract is intended to, or shall be
deemed to, establish any partnership or joint venture between the parties,
constitute either party the agent of the other, or authorise either party to make or
enter into any commitments for or on behalf of the other party.
16.5 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and
supersedes and extinguishes all previous agreements, promises,
assurances, warranties, representations and understandings between
them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not
rely on, and shall have no remedies in respect of any statement,
representation, assurance or warranty (whether made innocently or
negligently) that is not set out in the Contract. Each party agrees that it
shall have no claim for innocent or negligent misrepresentation or
negligent misrepresentation based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
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16.6 Third party rights. Unless it expressly states otherwise, the Contract does not
give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to
enforce any term of the Contract.
16.7 Variation. Except as set out in these Conditions, no variation of the Contract
shall be effective unless it is agreed in writing and signed by the parties (or their
authorised representatives).
16.8 Governing law. The Contract and any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with it or its subject
matter or formation shall be governed by and construed in accordance with the
law of England and Wales.
16.9 Jurisdiction. Each party irrevocably agrees that the courts of England and
Wales shall have exclusive jurisdiction to settle any dispute or claim (including
non-contractual disputes or claims) arising out of or in connection with the
Contract or its subject matter or formation provided that either party may enforce
any judgment of the courts of England and Wales in the courts of any jurisdiction.
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Appendix A – Prescriber Declaration
Restricted Products
Each time that an order for a Restricted Product is placed by the Customer, the prescriber (an
appropriate authorised representative of the Customer) shall be treated as having made the
following Declaration: - I confirm that:
a. the items in this prescription are only for the use of the patient named in this
prescription;
b. I have the appropriate training and insurance for the prescribing and administration
of the treatments in this prescription;
c. the patient has nominated Fox Pharma Limited as their pharmacy for dispensing1
this prescription
d. the Customer has obtained the informed consent of the patient to the ordering,
receiving, storing and paying for the items listed in this prescription and sharing the
personal information (including any patient delivery address2
) in this prescription with
Fox Phama Limited;
e. if I consider it appropriate for a qualified practitioner to administer this prescription to
my patient under my direction, the named practitioner has been appropriately trained
and insured, and I consider the said practitioner to be competent for such
administration;
f. I am fully aware of and accept clinical, professional and legal responsibility for
prescribing outside the licensed indications of any of the prescribed products (if
any);
g. I have informed the patient of any storage instructions in relation to the items in the
prescription;
h. the consultation and diagnosis leading to the treatment prescribed for this patient is
based on my clinical judgement and I understand that VAT will not be charged on
the prescription solely because it is for the healthcare treatment of this patient;
i. I take full responsibility for the items in the prescription on the basis that prescribing
them is in the best interests of patient safety and consistent with professional
conduct. - I agree to:
a. adhere to the rules set out by all applicable regulatory bodies including but not
limited to the GPHC, MHRA, HMRC, CQC associated with my practice and
procedures;
b. take responsibility for submitting a non-prescription order where the order is not for
the healthcare treatment of the patient so that VAT is charged at the standard rate.
1 For these purposes, ‘dispensing’ includes receiving the prescrip5on from the pa5ent (or pa5ent’s representa5ve);
carrying out appropriate legal checks including pharmacist clinical checks; and arranging payment and delivery.
2 The chosen delivery address (and any authorised recipient at this address) should be an address where product
integrity is not compromised and the product is kept safe and secure from mis-use; and which does not jeopardise
the personal data of the pa5ent.