1. In these Terms & Conditions “Molecare”, “We”, “Us” and “the Practice” shall mean Molecare Veterinary Services Ltd. “You” means the person or company seeking to purchase goods and services from Us. “The Goods” means the Goods or where the context permits, the services to be supplied by Us. “The Terms” means the Terms set out in this document and any special Terms agreed in writing between You and Us. “the Contract” means the Contract for the supply of Goods incorporating these terms.
2. All orders are accepted by Molecare only under these terms and they may not be altered other than with the written agreement of the Partners. No order for any such Goods which has been accepted by Us may be cancelled by the You except with the written agreement of a Practice signatory and on terms that You shall indemnify Molecare against all costs, claims, losses or expenses incurred as a result of the cancellation. Acceptance by Molecare of any number of orders from You shall not bind in any way the Practice to continue supplying Goods to You in the future. Quotations are an invitation to treat only.
3. The price of the Goods shall be as published in our price list at the date of the delivery of the Goods. The price is exclusive of VAT which will be charged to and paid by You at the rate ruling on the date of the VAT invoice. We shall be entitled to adjust the price of Goods as at the time of delivery by such amount as may be necessary to cover the increase sustained by Molecare after the date of acceptance of your order and any direct or indirect costs of making, handling or supplying of Goods.
4. Unless the sale is for cash or other credit terms have been agreed in writing with Molecare, all accounts are due for payment 30 days from month end. A discount of 2% of the full price applies if payment is made within 30 days of the invoice date. You may not withhold payment of any invoice or any other amount due to Molecare by reason of any right of set off or counterclaim which you may have or allege to have for any reason whatever. We shall be entitled at all times to set off any debt or claim which We may have against You against any sums due from us to You. We reserve the right to use a solicitor to pursue unpaid debt. If You fail to pay the price for any Goods on the due date all sums outstanding between You and Us shall become immediately payable and We shall be entitled to cancel or suspend further deliveries to You under any Contract without liability on our part.
5. Molecare reserves the right to request details to carry out credit checks using a credit reference agency where deemed appropriate. Molecare may also make enquiries about the principle directors. Even if Molecare had previously agreed to give You credit We reserve the right to refuse to execute any order or contract if the arrangements for payment or your credit rating is not satisfactory to Us. At our discretion We may require security satisfactory to Us or payment for each consignment when it is available and before it is dispatched, in which case delivery will not be effected until We are in receipt of a security or cleared funds as requested by Us.
6. Delivery will be effected when the Goods leave our premises whether carried by Molecare or an independent carrier, or the premises of our supplier when the Goods are delivered direct from suppliers. Delivery dates are given in good faith but are estimates only. For the avoidance of doubt and without detracting from any other provision of these terms, Molecare shall not be liable for any damages whatsoever, whether direct or indirect (including for the avoidance of doubt, any liability to any third party) resulting from any delay of the Goods or failure to deliver the Goods in a reasonable time whether such delay or failure is caused by Molecare negligence or otherwise whatsoever. We reserve the right to make delivery by instalments and tender a separate invoice in respect of each instalment. Our failure to deliver any one or more instalments shall not entitle You to treat the Contract as a whole as repudiated.
7. You must advise Molecare by telephone immediately, and give Us written notice within 3 working days of unpacking, of any claim for short delivery or the Goods will be deemed to have been delivered in the quantities shown in the delivery documents.
8. Risk in the Goods shall pass to You when the Goods are delivered. The property of the Goods shall remain with Us until You pays all sums due to Molecare whether in respect of this contract or otherwise. The Goods shall be stored separately from any other Goods and You shall not interfere with any identification marks, labels, batch numbers or serial numbers on the Goods. Molecare shall be entitled at any time to recover any or all of the Goods in your possession to which We have title and for that purpose.
10 – The waiver by Molecare of any breach or default of these terms shall not be construed as a continued waiver of that breach nor as a waiver of any subsequent breach of the same or any other provision. If any clause or sub-clause of these Terms is held by a competent authority to be invalid or unenforceable the validity of the other clauses and sub-clauses of these Terms shall not be affected and they shall remain in full force and effect. We may assign, novate or sub contract all or part of this Contract and you shall be deemed to consent to any novation.
This Contract is personal to You and it may not be assigned by You. Nothing in his Contract is intended to or will grant any right to any third party to enforce any terms of this Contract whether express or implied. We shall not be liable for any failure to perform any of our obligations in relation to the Goods due to any cause beyond our reasonable control including industrial action.
This Contract shall be governed and interpreted to the Law of England and Wales and You agree to submit to the non-exclusive jurisdiction of the English Courts.