Terms & Conditions

Standard Terms and Conditions for Sale

(Please select title to view Terms & Conditions.)

 

1.1  Synergy Biologics shall sell and the Customer shall purchase the Products in accordance with the displayed price of Products on Synergy Biologics  websites or current price list at the time order is placed.

1.2  These Terms and Conditions shall govern the conditions of sale.

 

2.1  In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day” means any day other than a Saturday, Sunday or bank holiday;

“Buyer”  means the person who is purchasing goods/services from Synergy Biologics

“Websites”  means any website owned and operated by Synergy Biologics

“Servers”  means any systems in place for the storage of electronic data including servers used for website hosting purposes.

“Price”  means the price stated at the time order is placed for the Products;

“Delivery Date”   means the date on which the Products are to be delivered as stipulated in the Customer’s order and accepted by Synergy Biologics;

“Products”  means the Products (including any instalment of the Products or any parts for them) which Synergy Biologicsis to supply in accordance with these Terms and Conditions;

“Month”  means a calendar month; and

“Seller”  means Synergy Biologics Limited, a company registered in England under United Kingdom of 61-63 Alexandra Road, Walsall, West Midlands WS1 4DX and includes all employees and agents of Synergy Biologics

2.2  Unless the context otherwise requires, each reference in these Terms and Conditions to:

a)  “notice”, and any cognate expression, includes a reference to any communication effected by electronic, facsimile or Telephone transmission or similar means;

b)  “written”, and any cognate expression, includes a reference to any communication effected by electronic, facsimile transmission or similar means;

c)  a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

d)  “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;

e)  a Schedule is a schedule to these Terms and Conditions; and

f)  a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.

g)  a “Party” or the “Parties” refer to the parties to these Terms and Conditions.

2.3  The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

2.4  Words imparting the singular number shall include the plural and vice versa.

2.5  References to any gender shall include the other gender.

 

3.1  In order to access the services provided on Synergy Biologics’s website(s), you must become a registered user. You must complete registration by providing information as requested in the registration/membership form.

3.2  Please refer to our Privacy Policy section in relation to collection, storage and use of data.

3.3  You agree to ensure all information/details provided are true and accurate at all times and you undertake to update your information/details from time to time.

3.4  On registration you agree to the terms and conditions of Synergy Biologics’s and agree to make payment for all Products ordered via websites or over the Telephone.

 

4.1  Products for sale on Synergy Biologics’s website(s) are for sale to adults over the age of eighteen (18) years. By proceeding to purchase through our websites, or over telephone you acknowledge that you are over 18 years of age.

4.2  No variation to these Terms and Conditions shall be binding.

4.3  Synergy Biologics strives to ensure sales literature, price lists, content displayed on our websites and other documents issued by Synergy Biologics in relation to the Products and Products description are current and up to date.

4.4  Sales literature, price lists, content displayed on our websites and other documents issued by Synergy Biologics in relation to the Products and Products description are subject to alteration without notice.

4.5  Any typographical, clerical or other accidental errors or omissions in any sales literature, website content, price list, invoice or other document or information issued by Synergy Biologics shall be subject to correction without any liability on the part of Synergy Biologics.

 

5.1  No order submitted by the Customer shall be deemed to be accepted by Synergy Biologics unless and until payment has been confirmed through the online payment portal or through our internal payment system when making orders over Telephone.

5.2  Illustrations, photographs or descriptions whether in catalogues, brochures,websites, price lists or other documents issued by Synergy Biologics are intended as a guide only and shall not be binding on Synergy Biologics.

5.3  Synergy Biologics reserves the right to make any changes in the specification of the Products which are required to conform with any applicable safety or other statutory or regulatory requirements.

5.4  No order which has been paid for by the customer and accepted by Synergy Biologics may be cancelled by the Customer except with the agreement in writing or telephone of Synergy Biologics on the terms that the Customer shall indemnify Synergy Biologics in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Synergy Biologics as a result of such cancellation.

5.5  All payments processed through websites or telephone will be made via secure payment portal(s) provided by Global Iris, Global Pay and PayPal.

5.6  No payment data (such as card details, passwords etc.) will be stored on Synergy Biologic’s servers. For further information please visit the relevant webpage of Global Iris and PayPal.

5.7  Synergy Biologics will endeavour to despatch any orders accepted by 12pm on the same Business Day.

 

6.1  The price of the Products shall be the price listed in Synergy Biologics’s price list or displayed on Synergy Biologics website(s) current at the date of acceptance of the Customer’s order.

6.2  All prices are in Great British Pounds (GBP) and are exclusive of VAT. Synergy Biologics endeavours to maintain a current price list.

6.3  Synergy Biologics reserves the right to amend prices at any time without notice.

6.4  Any settlement discount specified by Synergy Biologics at the point of sale will be allowed by Synergy Biologics to the Customer in respect of Products for which payment is received by Synergy Biologics on or before the due date and otherwise in accordance with the payment terms set out in these Terms and Conditions and provided that no other amounts owing by the Customer to Synergy Biologics are overdue and unpaid.

6.5  Except as otherwise stated under the terms of any price list or websites of Synergy Biologics, and unless otherwise agreed in writing between the Customer and Synergy Biologics, all prices are inclusive of Synergy Biologics’s charges for packaging.

6.6  The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Products, which the Customer shall be additionally liable to pay to Synergy Biologics.

 

7.1  Payment is to be completed at the point of purchase via payment portals provided.

7.2  The Customer shall pay the price of the Products (less any discount or credit allowed by Synergy Biologics). Receipts and invoices for payment will be issued along with the goods for all purchases.

 

8.1  Delivery of the Products shall be made by Synergy Biologics delivering the Products to the place in the United Kingdom specified in the Customer’s order and/or Synergy Biologics’s acceptance as the location to which the Productsare to be delivered by Synergy Biologics.

8.2  Delivery price quoted is for standard delivery to UK Mainland. Surrounding UK Islands and the Republic of Ireland may incur additional charges. Any additional charges applicable will be collected over the telephone from a representative of Synergy Biologics.

8.3  Standard Delivery is Royal Mail 1st Class Signed For service. Estimated delivery time is 2-3 Business days from the date order is accepted by Synergy Biologics.

8.4  The Delivery Date is approximate only and time for delivery shall not be of the essence. The Products may be delivered by Synergy Biologics in advance of the Delivery Date.

8.5  If the Customer fails to take delivery of the Products or any part of them not withstanding the provisions of sub-Clause 11.1, risk in the Products shall pass to the Customer after the first delivery attempt.

8.6  Products will be stored at your local Royal Mail Office if failure to take delivery on the first attempt. You must follow Royal Mail collection procedures.

8.7  Products must be collected within 30 days from Royal Mail sorting office from the date of first Delivery attempt.

8.8  Failure to take Delivery or make collections of the Products will not result in a refund but may incur addition charges for re-delivery.

 

9.1  If Synergy Biologics fails to deliver the Products or any part thereof on the Delivery Date other than for reasons outside Synergy Biologics’s reasonable control or the Customer’s or its carrier’s fault:

a)  if Synergy Biologics delivers the Products at any time thereafter OR within 5 working days thereafter Synergy Biologics shall have no liability in respect of such late delivery; or

b)  if the Customer gives notice to Synergy Biologics within 5 Business Days after the Date order was accepted by Synergy Biologics and Synergy Biologics fails to deliver the Products within 5 Business Days after receiving such notice the Customer may cancel the order and a refund or credit will be provided at the discretion of Synergy Biologics’s.

 

10.1  The Customer is under a duty whenever possible to inspect the Products on delivery.

10.2  Synergy Biologics shall be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the provisions of this Clause 10 are not complied with and, in any event, will be under no liability if a complaint notice is not delivered to Synergy Biologics (written, via email or Telephone) within 5 Business Days of delivery date detailing the alleged damage or shortage.

10.3  In all cases where defects or shortages are complained of Synergy Biologics shall be under no liability in respect thereof unless an opportunity to inspect the Products is supplied to Synergy Biologics before any use is made thereof or any alteration or modification is made thereto by the Customer.

10.4  Subject to sub-Clauses 10.3 and 10.4, Synergy Biologics shall make good any shortage in the Products and where appropriate replace any Products damaged in transit as soon as it is reasonable to do so, but otherwise shall be under no liability whatsoever arising from such shortage or damage.

10.5  If on inspection the received Products is incorrect or not required through no fault of Synergy Biologics all Products must be returned at purchaser’s expense before any replacement/refund is approved.

 

11.1  Risk of damage to or loss of the Products shall pass to the Customer at:

a)  in the case of Products to be delivered otherwise than at Synergy Biologics’s premises, the time of delivery or, if the Customer fails to take delivery of the Products, the time when Synergy Biologics has tendered delivery of the Products.

11.2  Notwithstanding delivery and the passing of risk in the Products, or any other provision of these Terms and Conditions, legal and beneficial title of the Products shall not pass to the Customer until Synergy Biologics has received in cash or cleared funds payment in full of the price of the Products.

11.3  Sub-Clause 11.2 notwithstanding, legal and beneficial title of the Products shall not pass to the Customer until Synergy Biologics has received in cash or cleared funds payment in full of the price of the Products and any other Products or services supplied by Synergy Biologics and the Customer has repaid all moneys owed to Synergy Biologics, regardless of how such indebtedness arose.

11.4  Until payment has been made toSynergy Biologics in accordance with these Terms and Conditions and title in the Products has passed to the Customer, the Customer shall be in possession of the Products as bailee for Synergy Biologics and the Customer shall store the Products separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by Synergy Biologics and shall insure the Products against all reasonable risks.

11.5  The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of Synergy Biologics, but if the Customer does so all money owing by the Customer to Synergy Biologics shall (without prejudice to any other right or remedy of Synergy Biologics) forthwith become due and payable.

11.6  Synergy Biologics reserves the right to repossess any Products in which Synergy Biologics retains title without notice. The Customer irrevocably authorises Synergy Biologics to enter the Customer’s premises during normal business hours for the purpose of repossessing the Products in which Synergy Biologics retains title or inspecting the Products to ensure compliance with the storage and identification requirements of sub-Clause 10.4.

11.7  The Customer’s right to possession of the Products in which Synergy Biologics maintains legal and beneficial title shall terminate if:

a)  the Customer commits or permits any material breach of his obligations under these Terms and Conditions;

b)  the Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;

c)  the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;

d)  the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.

 

12.1  If on delivery any of the Products are defective in any material respect and either the Customer lawfully refuses delivery of the defective Products or, if they are signed for on delivery as “condition and contents unknown” the Customer gives written notice of such defect to Synergy Biologics within 5 Business Days of such delivery, Synergy Biologics shall at its option:

a)  replace the defective Products within 10 Business Days of receiving the Customer’s notice; or

b)  refund to the Customer the price for those Products which are defective ;but Synergy Biologics shall have no further liability to the Customer in respect thereof and the Customer may not reject the Products if delivery is not refused or notice given by the Customer as set out above.

12.2  No Products may be returned to Synergy Biologics without the prior agreement of Synergy Biologics. Subject thereto any Products returned which Synergy Biologics is satisfied were supplied subject to def ects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at Synergy Biologics’s sole discretion Synergy Biologics shall refund or credit to the Customer the price of such defective Products but Synergy Biologics shall have no further liability to the Customer.

12.3  Except in respect of death or personal injury caused by Synergy Biologics’s negligence, or as expressly provided in these Terms and Conditions, Synergy Biologics shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Customer.

12.4  The Customer shall be responsible for ensuring that, except to the extent that instructions as to the use of the Products are contained in the packaging or labelling of the Products, any use of the Products by the Customer is in compliance with all applicable statutory requirements and that handling and use of the Products by the Customer is carried out in accordance with directions given by Synergy Biologics or any competent governmental or regulatory authority and the Customer will indemnify Synergy Biologics against any liability loss or damage which Synergy Biologics might suffer as a result of the Customer’s failure to comply with this condition.

 

13.1  If the Customer fails to make any payment at the point of purchase then, without prejudice to any other right or remedy available to Synergy Biologics, Synergy Biologics shall be entitled to:

a)  cancel the order or suspend any further deliveries to the Customer;

b)  appropriate any payment made by the Customer to such of the Products as Synergy Biologics may think fit (notwithstanding any purported appropriation by the Customer); and

c)  charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 100% per annum above its base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

13.2  This condition applies if:

a)  the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of these terms and conditions;

b)  an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Customer;

c)  Synergy Biologics reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

13.3  If sub-Clause 13.2 applies then, without prejudice to any other right or remedy available to Synergy Biologics, Synergy Biologics shall be entitled to cancel the acceptance of the order or suspend any further deliveries without any liability to the Customer, and if the Products have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

 

14.1  Subject to the provisions of Clauses 8, 9 and 12 the following provisions set out the entire financial liability of Synergy Biologics (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

a)  any breach of these Terms and Conditions;

b)  any use made (including but not limited to modifications) or resale by the Customer of any of the Products, or of any product incorporating any of the Products; and

c)  any representation, statement or tortious act or omission including negligence arising under or in connection with the sale.

14.2  All conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Products Act 1979) are, to the fullest extent permitted by law, excluded from the sale.

14.3  Nothing in these Terms and Conditions excludes or limits the liability of Synergy Biologics:

a)  for death or personal injury caused by Synergy Biologics’s negligence;

b)  for any matter which it would be illegal for Synergy Biologics to exclude or attempt to exclude its liability; or

c)  for fraud or fraudulent misrepresentation.

14.4  Subject to sub-Clauses 14.2 and 14.3:

 

15.1  When visiting Synergy Biologics’s websites, you are granted limited license access to access and use provided information for personal use.

15.2  You are permitted to download a copy of the information on this website to your computer for your personal use only provided that you do not delete or change any copyright symbol, trade mark or other proprietary notice. Your use of our content in any other way infringes our intellectual property rights.

15.3  The licence to access and use the information on our website does not include the right to use any data mining robots or other extraction tools. The licence also does not permit you to meta tag or mirror our website without our prior written permission. We reserve the right to serve you with notice if we become aware of your meta tag or mirroring of our website.

15.4  Linking our website is not permitted. We reserve the right to serve you with notice if we become aware of such linking.

 

16.1  The copyright to all content on Synergy Biologics website(s) including applets, graphics, images, layouts and text belongs to us or we have a licence to use those materials.

16.2   All trade marks, brands and logos generally identified either with the symbols TM or ® which are used on this website are either owned by us or we have a licence to use them. Your access to our website does not license you to use those marks in any commercial way without our prior written permission.

 

17.1  All notices under these Terms and Conditions shall be in writing or over Telephone and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

17.2  Notices shall be deemed to have been duly given:

a)  when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or

b)  when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

c)  on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

d)  on the tenth business day following mailing, if mailed by airmail, postage prepaid.

17.3  All notices under this Agreement shall be addressed to the most recent address, e-mail address, facsimile number or telephone number displayed on our websites.

17.4  All correspondence are recorded including calls made to and from Synergy Biologics office Telephone(s).

 

By accessing Synergy Biologics website(s), you agree to indemnify and hold us harmless from all claims, actions, damages, costs and expenses including legal fees arising from or in connection with your use of our website.

 

If a Force Majeure event causing delay continues for more than Thirty Days, we may terminate this Agreement by giving at least Seven Business Days Notice to you. “Force Majeure” means any act, circumstance or omission over which we could not reasonably have exercised control.

 

The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

 

The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these shall be valid and enforceable.

 

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

22.2  Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.