Terms & Conditions
1 Definitions and interpretation
1.1 In these Conditions the following definitions apply:
| Applicable Law || means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national; |
| Bribery Laws || means the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption; |
| Business Day || means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England; |
| Conditions || means Pioneer’s terms and conditions of sale set out in this document; |
| Confidential Information || means any commercial, financial or technical information, information relating to the Products, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract; |
| Contract || means the agreement between Pioneer and the Customer for the sale and purchase of the Products, incorporating these Conditions and the Order; |
| Customer || means the named party in the Contract which has agreed to purchase the Products from Pioneer and whose details are set out in the Order; |
| Documentation || means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Products; |
| Force Majeure || means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving Pioneer’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay; |
| Intellectual Property Rights || means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in software, rights in goodwill, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case: |
(a) whether registered or not
(b) including any applications to protect or register such rights
(c) including all renewals and extensions of such rights or applications
(d) whether vested, contingent or future
(e) to which the relevant party is or may be entitled, and
(f) in whichever part of the world existing;
| IPR Claim || has the meaning given in clause 14.1; |
| Location || means the address or addresses for delivery of the Products as set out in the Order; |
| Modern Slavery Policy || means Pioneer’s anti-slavery and human trafficking policy in force as notified to the Customer from time to time; |
| MSA Offence || has the meaning given in clause 11.2.1; |
| Order || means an order for the Products from Pioneer placed by the Customer; |
| Pioneer || means Pioneer Veterinary Products Limited, a company registered in England No. 09963048, whose registered office is at Woolage Farm, Woolage Green, Canterbury, Kent, England, CT4 6SG; |
| Price || has the meaning given in clause 3.1; |
| Products || means the products and related accessories, spare parts and Documentation and other physical material set out in the Order to be supplied by Pioneer to the Customer in accordance with the Contract; |
| Specification || means the description or Documentation provided for the Products and their packaging set out or referred to in the Contract; |
| VAT || means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Goods; and |
| Warranty Period || has the meaning given in clause 9.1. |
1.2 In these Conditions, unless the context requires otherwise:
1.2.1 a reference to the Contract includes these Conditions and the Order;
1.2.2 a reference to a ‘person’ includes a natural person, corporate or unincorporated body;
1.2.3 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.4 a reference to ‘writing’ or ‘written’ includes emails and any other method of reproducing words in a legible and non-transitory form; and
1.2.5 a reference to legislation is a reference to that legislation as in force at the date of the Contract.
2 Application of these conditions
2.1 These Conditions apply to and form part of the Contract between Pioneer and the Customer. They supersede any previously issued terms and conditions.
2.2 No variation of these Conditions or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of Pioneer and the Customer respectively.
2.3 Each Order by the Customer to Pioneer shall be an offer to purchase the Products subject to the Contract.
2.4 Pioneer may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Products shall arise, until the earlier of:
2.4.1 Pioneer’s written acceptance of the Order; or
2.4.2 Pioneer dispatching the Products.
2.5 Pioneer may issue quotations to the Customer from time to time. Quotations are invitations to treat only, are not capable of legal acceptance and not binding on Pioneer until an Order has been accepted in accordance with clause 2.4.
2.6 Brochures and other marketing and promotional material relating to the Products are illustrative only, and do not form part of the Contract.
2.7 The Customer is solely responsible for selecting Products that are appropriate for their intended use, and acknowledges that Pioneer has no responsibility in relation to any advice or recommendations it may be asked to give at the point of ordering.
3.1 The price for the Products shall be as set out in the Order (the Price).
3.2 The Prices are exclusive of VAT, which the Customer shall pay to Pioneer on receipt of a valid VAT invoice.
3.3 Pioneer may increase the Prices at any time without notice to the Customer.
4.1 Where the Customer has a credit account, payment shall be made in full within 20 Business Days.
4.2 Where the Customer has no credit account, unless otherwise specified, payment shall be made within 5 Business Days of the date of each invoice to the bank account nominated by Pioneer.
4.3 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
4.3.1 Pioneer may, without limiting its other rights, charge interest on such sums at 4% a year above the Bank of England base rate from time to time in force, and
4.3.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
5 Credit account
Pioneer may at its discretion open a credit account for the Customer. Pioneer may set and vary credit limits from time to time, and withhold all further supplies if the Customer exceeds such credit limit. Pioneer may at its discretion close a Customer’s credit account at any time.
6.1 The Products shall be delivered by Pioneer, or its nominated carrier, to the Location and shall be deemed delivered on completion of unloading of the Products at the Location.
6.2 Pioneer may deliver the Products in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.3 Delivery of the Products shall be accompanied by a delivery note stating:
6.3.1 the date of the Order;
6.3.2 the product numbers, type and quantity of the Products in the consignment; and
6.3.3 any special handling instructions.
6.4 Time of delivery is not of the essence.
6.5 Pioneer shall not be liable for any delay in or failure of delivery caused by:
6.5.1 Delay or failure to deliver or negligence on the part of a third party carrier;
6.5.2 the Customer’s failure to prepare the Location as required for delivery of the Products;
6.5.3 the Customer’s failure to provide Pioneer with adequate instructions for delivery; or
6.5.4 Force Majeure or other circumstances beyond its reasonable control.
Risk in the Products shall pass to the Customer on delivery.
8.1 Title to the Products shall pass to the Customer once Pioneer has received payment in full and cleared funds for the Products and all other sums owed by the Customer to Pioneer for any other products in any other transaction with Pioneer.
8.2 Until title to the Products has passed to the Customer, the Customer shall:
8.2.1 hold the Products as bailee for Pioneer;
8.2.2 store the Products separately from all other material in the Customer’s possession;
8.2.3 take all reasonable care of the Products and keep them in the condition in which they were delivered;
8.2.4 insure the Products from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting Pioneer’s interest on the policy;
8.2.5 ensure that the Products are clearly identifiable as belonging to Pioneer;
8.2.6 not remove or alter any mark on or packaging of the Products; and
8.2.7 on reasonable notice permit Pioneer to inspect the Products during the Customer’s normal business hours.
9 Warranty and returns
9.1 Pioneer warrants that the Products shall, for a period of 3 months from delivery (‘Warranty Period’):
9.1.1 conform in all material respects to the Order and the Specification; and
9.1.2 be free from material defects in design, material and workmanship.
9.2 Pioneer will use all reasonable efforts to pass on the benefit of any third party manufacturer’s guarantee covering the Products.
9.3 Non-stock Products or Products purchased by Pioneer at the Customer’s request are non-returnable and non-refundable.
9.4 Pioneer may at its absolute discretion accept Products returned to it no later than 3 Business Days after delivery for credit or exchange, provided that:
9.4.1 the Products are in the original packaging and unopened; and
9.4.2 Pioneer may charge the Customer handling & restocking fees in accordance with its returns policy.
9.5 As the Customer’s sole and exclusive remedy, Pioneer shall, at its option, replace or refund the Price of any of the Products that do not comply with clause 9.1, provided that the Customer:
9.5.1 serves a written notice on Supplier:
(a) within 3 days of delivery in the case of defects discoverable by a physical inspection; or
(b) in the case of latent defects, within 1 month from the date on which the Customer became aware (or should reasonably have become aware) of the defect;
9.5.2 provides Pioneer with sufficient information as to the nature and extent of the defects;
9.5.3 gives Pioneer a reasonable opportunity to examine the defective Products; and
9.5.4 returns the defective Products to Pioneer at the Customer’s expense.
9.6 Pioneer shall not be liable for any failure of the Products to comply with clause 9.1:
9.6.1 where such failure arises by reason of wear and tear, wilful damage or negligence on the part of the Customer;
9.6.2 to the extent caused by the Customer’s failure to comply with Pioneer’s instructions in relation to the Products, including any instructions on installation, operation, storage or maintenance; or
9.6.3 where the Customer uses any of the Products after notifying Pioneer that they do not comply with clause 9.1.
9.7 Except as set out in this clause 9, Pioneer gives no warranties and makes no representations in relation to the Products, and all warranties and conditions (including the conditions implied by ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
10.1 For the purposes of this clause 10 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
10.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
10.2.1 all of its personnel;
10.2.2 all others associated with it; and
10.2.3 all of its subcontractors;
involved in performing the Contract so comply.
10.3 Without limitation to clause 10.2, neither party shall make or receive any bribe (which term shall be construed in accordance with the Bribery Act 2010) or other improper payment or advantage or allow any such bribe or improper payment or advantage to be made or received on its behalf, either in the United Kingdom or elsewhere and shall implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.
10.4 The Customer shall immediately notify Pioneer as soon as it becomes aware of a breach by the Customer of any of the requirements in this clause 10.
11.1 Pioneer shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy.
11.2 The Customer confirms and agrees that:
11.2.1 it shall comply with the Modern Slavery Act 2015; and
11.2.2 it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 in its business and supply chain, and those of its officers, employees, agents or subcontractors.
11.3 The Customer shall notify Pioneer immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer’s obligations under clause 11.2.
12 Indemnity and insurance
12.1 The Customer shall indemnify Pioneer from and against any losses, damages, liability, costs (including legal fees) and expenses which Pioneer may suffer or incur directly or indirectly from the Customer’s breach of any of its obligations under the Contract.
12.2 The Customer shall have in place contracts of insurance with reputable insurers to cover its obligations under the Contract. On request, the Customer shall supply (so far as is reasonable) evidence of the maintenance of the insurance and all of its terms from time to time applicable.
13 Limitation of liability
13.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 13.
13.2 Subject to clauses 13.5 and 13.6, Pioneer’s total liability shall not exceed the total sum in aggregate of the payments made by the Customer to Pioneer for the Products over the last 12 months preceding any claim.
13.3 Subject to clauses 13.5 and 13.6, Pioneer shall not be liable for consequential, indirect or special losses.
13.4 Subject to clauses 13.5 and 13.6, Pioneer shall not be liable for any of the following (whether direct or indirect): loss of profit; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings; harm to reputation or loss of goodwill.
13.5 The limitations of liability set out in clauses 13.2 to 13.4 shall not apply in respect of any indemnities under the Contract.
13.6 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
13.6.1 death or personal injury caused by negligence;
13.6.2 fraud or fraudulent misrepresentation;
13.6.3 any other losses which cannot be excluded or limited by Applicable Law; or
13.6.4 any losses caused by wilful misconduct.
14.1 The Customer shall keep confidential all Confidential Information of Pioneer and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
14.1.1 any information which was in the public domain at the date of the Contract;
14.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
14.1.3 any information which is independently developed by the Customer without using information supplied by Pioneer; or
14.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
14.2 This clause 14 shall remain in force for a period of 5 years from the date of the Contract.
15 Force majeure
Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 90 days, either party may terminate the Contract by written notice to the other party.
16.1 Pioneer may terminate the Contract at any time by giving notice in writing to the Customer if:
16.1.1 the Customer commits a material breach of the Contract and such breach is not remediable;
16.1.2 the Customer commits a material breach of the Contract which is not remedied within 10 Business Days of receiving written notice of such breach; or
16.1.3 the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid 20 Business days after the date that Pioneer has given notification to the Customer that the payment is overdue.
16.2 Pioneer may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
16.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
16.2.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if Pioneer reasonably believes that to be the case;
16.2.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
16.2.4 becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;
16.2.5 becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;
16.2.6 becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;
16.2.7 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
16.2.8 has a resolution passed for its winding up; or
16.2.9 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
16.3 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of Pioneer at any time up to the date of termination.
17.1 Any notice given by a party under these Conditions shall:
17.1.1 be in writing and in English;
17.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and
17.1.3 be sent to the relevant party at the address set out in the Contract.
17.2 Notices may be given, and are deemed received:
17.2.1 by hand: on receipt of a signature at the time of delivery;
17.2.2 by email on receipt of a read receipt email from the correct address.
18 Entire agreement
18.1 The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
18.2 Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
18.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.
No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.
20.1 Pioneer shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which Pioneer has with the Customer.
20.2 The Customer shall pay all sums that it owes to Pioneer under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
21 No partnership or agency
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
22.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
23.1 No failure, delay or omission by Pioneer in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
24 Conflicts within contract
If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail to the extent of the conflict.
25 Third party rights
A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
26 Dispute resolution
26.1 Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 26.
26.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
26.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedure:
26.3.1 Within 5 Business Days of service of the notice, the contract managers of each of the parties shall meet (whether physically or virtually) to discuss the dispute and attempt to resolve it.
26.3.2 If the dispute has not been resolved within 5 Business Days of the first meeting of the contract managers, then the matter shall be referred to the managing director/partner of each of the parties, who shall meet within 5 Business Day to discuss the dispute and attempt to resolve it.
27 Governing law
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).