Alliance Pharmaceuticals Limited
Terms of business
YOUR ATTENTION IS SPECIFICALLY DRAWN TO CLAUSES 6, 9 AND 12 OF THESE TERMS AND CONDITIONS
In this document the following words and expressions have the following meanings:
Customer – the person, firm or company placing an order with Alliance.
Alliance – Alliance Pharmaceuticals Limited (company number 03250064) the registered office of which is at Avonbridge House, Bath Road, Chippenham, Wiltshire, United Kingdom, SN15 2BB.
Carrier – the person who delivers the Equipment to the Customer’s designated residence on behalf of Alliance.
Contract – the contract for the supply of the Equipment formed by Alliance’s acceptance of the Customer’s order.
Equipment – the NaturFit stoma bag provided to the Customer by Alliance.
IPRs – patents, copyrights, registered designs, design rights, trade marks, confidentiality and all other intellectual or industrial property rights, rights in passing-off, know-how and trade secrets in any part of the world, in each case whether registered or not.
Spare Parts – replacement parts for the Equipment.
2. Formation of Contract
2.1 All orders are accepted subject to these terms and conditions. No terms or conditions put forward by the Customer shall be binding on Alliance. No amendments to or variation of this Contract are effective unless they are in writing and signed by a duly authorised officer of Alliance.
2.2 Where the use of the Equipment is stated to be subject to any instructions or warnings, they are supplied on the condition that such instructions or warnings will be strictly adhered to by the Customer.
2.3 Alliance’s employees, representatives and agents are not authorised to make any affirmations, representations or give any warranty concerning the Equipment unless these are confirmed in writing by Alliance. In entering into the Contract, the Customer acknowledges that it does not rely on and waives any claim for any breach of any affirmation, representation or warranty which is not so confirmed.
2.4 The Contract will be formed when Alliance notifies the Customer in writing that Alliance has accepted the Customer’s order for the Equipment.
2.5 The Equipment is only available to Customers based in the UK.
3.1 The Equipment will be provided to the Customer free of charge.
3.2 The Equipment is provided to the Customer for free in exchange for the Customer completing the Questionnaire. The Questionnaire must be completed by the Customer within 14days of delivery of the Equipment.
3.3 The Questionnaire can be completed by the Customer by using the link in the email sent to you by Alliance.
3.5 All IPRs in the Customer’s responses to the Questionnaire will be owned solely by Alliance.
3.6 The Customer acknowledges that Alliance shall be entitled to use the results of the Questionnaire, in anonymised form, in any way that Alliance sees fit.
4.1 All delivery times stated when a Customer places an order are estimates only and, while Alliance will endeavour to avoid delay, Alliance shall not be liable to the Customer for any loss or damage arising from delay in delivery.
4.2 If Alliance is unable to perform the whole or part of the Contract due to any cause or event beyond its reasonable control it may, at its option, by notice in writing to the Customer, cancel or suspend the Contract in whole or in part without liability.
4.3 Unless otherwise agreed in writing, delivery of the Equipment by Alliance to the Carrier shall constitute delivery of the Equipment by Alliance to the Customer.
5. Title and risk
Title and risk in the Equipment will pass to the Customer on delivery.
6. Storage and maintenance
6.1 The Customer should note that the useful life of the Equipment shall expire on the dates (if any) specified on the packaging in which they are supplied by Alliance to the Customer.
6.2 The Equipment is also subject to strict rules about how it should be used and maintained. Such instructions will be provided with the Equipment when provided to the Customer.
6.3 The Customer is responsible for complying in full with any instructions contained on the Equipment or included in the packaging, and Alliance will have no liability for any failure by the Customer to comply with such instructions.
7. Transit Damage
In the event of loss or breakage during transit:
7.1 both Alliance and the Carrier will be notified by the Customer within 14 days of delivery or the expected delivery date; and
7.2 where the Equipment or package appear to be damaged, the Customer must sign “damaged” on the carrier sheet. The Customer must retain the damaged Equipment and packaging for inspection by the Carrier.
7.3 Where damage was caused to the Equipment in transit, Alliance will replace the Equipment to the Customer at no extra charge.
8.1 The Customer acknowledges that the Equipment is for personal use only. The Customer warrants that it will not use the Equipment for any business or commercial purpose and will not transfer the Equipment to any other person for commercial gain.
8.2 The images and description of the Equipment on Alliance’s// website are for illustrative purposes only. Although Alliance makes every effort to display the Equipment accurately, the Equipment may vary slightly from those images.
8.3 The Customer acknowledges that the Equipment is standard equipment and cannot be altered in any way to the specification of the Customer. The Customer acknowledges that the Equipment cannot be customised, and may only be used for its intended purpose as a stoma bag.
8.4 Alliance may change the Equipment:
8.4.1 to reflect changes in relevant laws and regulatory requirements; and
8.4.2 to implement minor technical adjustments and improvements.
9. Customer acknowledgments
9.1 The Customer’s use of the Equipment is not a substitute for taking medical advice from a suitably qualified professional. Alliance makes no representation or warranty that the Equipment will be fit for use by any particular individual and the Customer uses the Equipment at their own risk.
9.2 The Customer acknowledges that the Equipment is not able to cure illness, dysfunction or malformations.
9.3 The Customer acknowledges that they have taken advice from a suitably qualified medical professional before using the Equipment. If the Customer notices any deterioration in their condition following or during use of the Equipment, then the Customer should immediately seek advice from a qualified medical professional.
10. Intellectual property
10.1 All IPRs applicable to the Equipment (including but not limited to the registered trade mark ‘NaturFit’ will at all times remain the property of Alliance and nothing in these terms intends to transfer any rights in the IPR from Alliance to the Customer.
10.2 Alliance grants to the Customer a limited, non-transferable, worldwide licence to use the IPRs in the Equipment solely for the purposes of complying with their obligations under this Contract.
10.3 The Customer acknowledges that the IPRs in the Questionnaire (including any responses input by the Customer) will be owned solely by Alliance, and to the extent such rights do not automatically vest in Alliance, the Customer undertakes to perform any act in order to formally transfer such rights to Alliance on request.
11.1 Alliance may cancel the Contract if at any time:
11.1.1 the Customer commits a breach of any of the provisions of the Contract and, if it is a breach capable of remedy, does not remedy the breach within 30 days of the despatch of written notice from Alliance requiring it to do so;
11.1.2 the Customer does not complete the Questionnaire as required by these terms; or
11.1.3 a medical body of competent authority revokes any applicable licence or permission such that Alliance is unable to make the Equipment available to the Customer.
11.2 The Customer may terminate this contract:
11.2.1 subject to clause 11.4, at any time within 14 days of placing their order with no liability; or
11.2.2 if Alliance informs the Customer that Alliance is making material changes to the Equipment that the Customer has ordered and the Customer no longer wishes to take receipt of the Equipment; or
11.2.3 if the Equipment delivered to the Customer is faulty or defective, and Alliance is unable to repair or replace the Equipment.
11.3 Once the Customer has notified Alliance that the Customer would like to return the order (which must be within 14 days of receipt of the order), the Customer has 14 days to return the order to Alliance. All Equipment must be returned in full in its original packaging.
11.4 Orders cannot be cancelled by the Customer where the Equipment has been used, save where the Equipment is defective. The Equipment is sealed for health protection and hygiene purposes. Once the Equipment is unsealed after the Customer receive the Equipment, the Customer will no longer have the right to cancel the Contract without cause.
11.5 In case of the Customer being entitled to a refund, Alliance will be liable only to refund the Customer an amount equal to the price of the Equipment and any delivery charges paid by the Customer.
11.6 To return an item, the Customer should contact Alliance at the above given address or by email at Sample@allianceph.com
to arrange for a return slip. Equipment will only be deemed to be returned once Alliance has received the Equipment at its registered office address or other address for return as provided to the Customer.
11.7 This Contract will automatically terminate once the Customer has completed their Questionnaire.
11.8 On termination of the Contract for any reason, the Customer shall immediately cease all use of the Equipment. Alliance will accept no liability for any use by the Customer of the Equipment once the Contract has been terminated.
12. Limit of liability
12.1 This clause specifies the extent to which Alliance will be liable under this Contract. Alliance’s entire liability and the Customer’s sole remedies, whether in contract, tort or otherwise, shall be as set out in this clause 12.
12.2 Except as expressly provided in this clause 12, all conditions, representations and warranties (express or implied, statutory or otherwise) are excluded to the extent permitted by law.
12.3 Alliance does not exclude any warranty that:
12.3.1 the Equipment is fit for its intended purpose (although any special purpose intended to be used by the Customer is excluded);
12.3.2 the Equipment is of satisfactory quality; or
12.3.3 which otherwise cannot be excluded pursuant to the Consumer Goods
12.4 Alliance warrants that the Equipment will perform in accordance with the specification for it as published at the time of purchase for one year from delivery.
12.5 The above warranty shall not apply if:
12.5.1 the Equipment is not used in accordance with the instructions of Alliance;
12.5.2 the Equipment is altered, modified or converted by the Customer or a third party; or
12.5.3 the Customer does not install any mandatory upgraded component supplied by Alliance.
12.6 Alliance agrees to replace or repair any Equipment (at Alliance’s option) which are not of satisfactory quality.
12.7 The Customer shall always inform Alliance of any defective Equipment and afford it a reasonable opportunity of repairing or replacing such Equipment.
12.8 Alliance will not be liable for the following loss or damage however caused and even if foreseeable by Alliance:
12.8.1 economic loss, which term shall include loss of profits, loss of use of profits, business, revenue, goodwill or anticipated savings;
12.8.2 special, indirect or consequential loss;
12.8.3 loss or damage arising from the Customer’s failure to fulfil its responsibilities or any matter under the control of the Customer or a third party.
12.9 Alliance only supply the Equipment for domestic and private use. If the Customer uses the Equipment for any commercial, business or re-sale purpose Alliance will have no liability for any loss of profit, loss of business, business interruption, or loss of business opportunity.
12.10 Alliance’s entire liability for loss or damage, except as provided in clause 12.11, in respect of any breach of this Contract shall not exceed the price of the Equipment.
12.11 These terms do not in any way exclude either party’s liability for death or personal injury.
Alliance’s failure to insist upon the strict performance of any of the Customer’s obligations under the Contract shall not be construed as a waiver and shall not affect Alliance’s rights to require strict performance of such obligations.
14. Costs of Enforcement
The Customer shall pay to Alliance all expenses, including cost of employee’s time and legal costs on a full indemnity basis, incurred by or on behalf of Alliance in enforcing the provisions of this Contract.
Headings to the clauses in this Contract are for ease of reference only and shall not affect the construction of this Contract.
If any provision of this Contract or part thereof is found to be invalid or unenforceable, the invalidity or unenforceability of such provision or part shall not affect any other provision or the remainder of the provision in which such invalid or unenforceable part is contained, which shall remain in full force and effect.
All notices shall be in writing and may be served by sending it by recorded delivery post to Alliance’s address set out herein or the Customer’s address for delivery.
Neither party will assign, subcontract or otherwise transfer all or any part of this Contract.
19. Force Majeure
Neither party is to be liable to the other for failure to perform any obligation under this agreement to the extent that the failure is caused by any factor beyond the reasonable control of the parties.
20. Third parties
No person who is not a party to this agreement will have any right to enforce it pursuant to the Contracts (Rights of Third Parties) Act 1999.
No variations of this Contract are effective unless made in writing signed by both parties or their authorised agents.
22. Entire agreement
22.1 This agreement and the documents referred to in it, constitute the entire agreement between the parties and supersede all other agreements or arrangements, whether written or oral, express or implied, between the parties or any of them.
22.2 Each of the parties agrees that in entering into this agreement it does not rely on and will have no remedy in respect of any statement, representation, warranty or understanding of any person, whether party to this agreement or not, other than as expressly repeated in this agreement.
22.3 Nothing in this clause 20 will operate to limit or exclude any liability for fraud.
If any provision of these terms is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that will not affect or impair:
23.1 the legality, validity or enforceability in that jurisdiction of any other provision of these terms; or
23.2 the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of these terms.
24. Governing law
This agreement and any dispute or claim arising out of, or in connection with it (including a non contractual dispute or claim) is to be governed by and construed in accordance with English law.
The courts of England are to have jurisdiction to settle any dispute or claim (including non contractual disputes or claims) arising out of or in connection with this agreement.