Terms & Conditions

TERMS & CONDITIONS

DEFINITIONS

“Supplier” means supplier of the goods & services – WELBY HEALTHCARE LIMITED
“Buyer” means the person, firm or company purchasing the goods.
“Goods” means the finished goods or bulk material or services to be supplied by the
Supplier to the Buyer under this contract.
“Conditions” means the Terms & Conditions set out in this document and any special terms
agreed in writing by the seller.

1. ACCEPTANCE OF ORDERS

1.1 All orders are only accepted by Welby Healthcare Limited subject to these terms which
form part of the contract of sale. Unless otherwise agreed in writing signed on behalf of
Welby Healthcare Limited these terms override any other terms.

1.2 A binding contract comes into place on receipt of an official Purchase Order from the
Buyer which may be received by email or printed document. The order and these Standard
Terms of Sale constitute the whole agreement between the parties and replace any earlier
contracts or agreements. The Supplier accepts no responsibility for errors or
misunderstandings on orders not placed or confirmed in writing.

1.3 The Supplier will not accept responsibility where the Buyer has incorrectly stated
material type, specification or product/product code. Cancellations cannot be accepted
after the manufacturing process has commenced.

1.4 All quotations are valid for 60 days from date of issue. Unless shown, prices quoted
exclude VAT & Delivery.

2. SPECIFICATION OF GOODS

2.1 Save as specified in writing in the order form, materials and manufacture of the goods
are at the discretion of Welby Healthcare Limited.

2.2 When product is developed and manufactured to buyer’s specification, Orders will only
be accepted in writing, stating the product specification, code and all other relevant
information. No cancellation will be accepted once the Supplier has ordered components
specific to the Buyer’s order or the goods have been manufactured and once manufactured
the Buyer will be liable for the full costs. Changes to orders for bespoke goods will only be
accepted if the Supplier is reasonably able to accommodate the request without additional
work.

2.3 The Supplier will confirm in writing an order placed verbally which must be agreed in
writing by Buyer.

2.4 All ingredients listed to the Buyer for use in any product must be checked and
researched by the Buyer to ensure they meet the Buyers complete specification and end
use. When placing an order for manufacture or testing of any product, it will be deemed
that the Buyer has completed this research and confirms that these ingredients are to be
used. Any request for changes to listed ingredients must be received and agreed by the
Supplier in writing. This must be agreed before components have been purchased on behalf
of buyer.

2.5 All literature including ingredients for use in marketing material, labels, packaging,
websites etc must be approved in writing by the Buyer. It is the Buyers responsibility to
check spellings of all ingredients and marketing information. The Supplier is not liable for
any costs that maybe incurred due to incorrect printing of any material or for false
misrepresentation of the products use or ingredients.

2.6 The suitability of the goods for any particular purpose is at the Buyer’s risk unless
specifically stated in the order form. No specific ingredients or formula is agreed unless
specified in the order form. The Buyer undertakes to ensure that all information provided to
Welby before manufacture is accurate. Any opinion or advice given by the Supplier or any
recommendation made is in good faith and to the best of the Supplier’s knowledge as to the
accuracy thereof, but without legal responsibility. The Buyer must satisfy himself as to the
suitability of any Goods purchased for its actual use and as to all aspects of Health & Safety,
and upon ordering the Buyer shall be deemed to have done so

2.7 Welby Healthcare Limited agrees to deliver goods of satisfactory quality for the
purposes of section 14 of the Sale of Goods Act 1979 in accordance with any description
stated in the order form and any samples supplied.

2.8 Welby Healthcare Limited retains all intellectual property rights to the products it
manufactures and/or supplies. This includes all designs, formulas and manufacturing
processes.

2.9 Welby Healthcare Limited will provide product details for inclusion in Product
Information File (PIF) or registration on EU Cosmetic Safety Portal but this will not include
information that it regards as commercially sensitive, to Buyers or third parties. This
information can be made available to competent authorities if & when required.

2.10 Welby Healthcare Limited will provide Material Safety Data Sheets (MSDS) for each
finished product supplied.

2.11 COSMETIC REGULATIONS & STANDARDS
Unless stated otherwise, all Welby Healthcare Limited products are designed,
manufactured and tested to current regulations in the European Union (EU) only. Although
EU regulations are generally accepted in many international markets Welby Healthcare
Limited does not warrant that they meet local regulations and the Buyer should not sell
them on that basis.

2.12 Where necessary the Buyer should, at their own risk and cost, obtain any necessary
approval or certification required to sell products manufactured by Welby Healthcare
Limited in countries outside the EU.

3. Confidentiality & Non Disclosure & Intellectual Property

3.1 All formulations, methods, specifications, test results, safety reports and information
related to products developed for the Buyer will remain the property of Welby Healthcare
Limited.

3.1 All parties shall treat any information on ingredients, formulas, processes, designs,
testing methods and test results as Confidential Information and shall not disclose or
transfer the Confidential Information, or any part of it, to a third party. In addition the Buyer
will limit access to the Confidential Information to such of its employees as are necessary
and shall ensure that each employee observes the conditions set out in these terms &
conditions.

3.2 Due to the requirements of ongoing contracts, confidentiality and non-disclosure
agreements, proprietary and commercially sensitive processes, buyers and customers will
not be permitted access to any Welby manufacturing facilities.

3.3 Welby Healthcare may require payment for product development and regulatory testing
on standard stock products formulations which have been changed to suit the Buyer’s
requirements. Changes to these completed formulations remain the property of the
Supplier though formulations developed by the Supplier for a Buyer may on agreement be
used exclusively for that Buyer.

4. Customer Supplied Components

4. 1 It is the responsibility of the Buyer to ensure that all components including packaging,
raw materials, fragrances, printed materials and containers which are supplied on a ‘free
issue’ basis have been tested, inspected and verified to ensure compatibility with finished
product being manufactured by Welby.

4.2 Buyer is responsible for ensuring delivery times of free issue components is agreed with
Welby and that storage or use of all components is at the risk of ‘Buyer.

4.3 Welby reserves the right to charge for storage and insurance of free issue goods.

4.4 It is the responsibility of the Buyer to ensure that free issue components are delivered
within timescale agreed with Supplier and no responsibility can be borne by Welby for late
delivery of order which has been caused by late delivery of necessary components.

5. DELIVERY OF THE GOODS

5.1 Supplier shall be entitled to withhold delivery of any order if any money due to the
Supplier is outstanding. The Supplier shall not be liable for any consequential loss arising
from non-delivery or late delivery of any goods ordered by the Buyer, nor for any damage,
injury of loss, however arising with the Goods supplied by the Supplier.

5.2 Delivery times/lead times quoted are based on information to hand at the time of
quotation and is the estimated date of dispatch. No liability is accepted for delays or the
effects thereof.

5.3 The Buyer shall be responsible for all off loading and will indemnify the Supplier for any
damage or liability, which may occur.

6 ACCEPTANCE OF THE GOODS

6.1 The Buyer shall inspect the goods on delivery and shall within 3 working days of delivery
notify the Supplier of any shortages, damages, or failure to comply the order. In the event of
a complaint the Buyer shall afford the Supplier an opportunity to inspect the goods within a
reasonable time before any use of the Goods. If the Buyer shall fail to comply within these
provisions the Goods shall be conclusively presumed to be in accordance with the order and
free of any damage or defaults.

6.2 If the Goods have been ordered by the Buyer to a particular specification, the Buyer shall
be responsible for the specification and shall not be entitled to reject the goods unless
Goods do not comply with the Buyer’s specification.

6.3 The type of products manufactured and supplied by Welby have a pre determined shelf
life/expiry date. This information will be coded onto finished goods or detailed on delivery
note for bulk goods. It is the responsibility of the Buyer to be aware of this and rotate stock
accordingly. It is the responsibility of the Buyer to dispose of out of date stock responsibly.

6.4 The type of products manufactured and supplied by Welby may require specific storage
conditions. It is the responsibility of the Buyer to adhere to these conditions.

7. TITLE OF THE GOODS

7.1 The Goods sold to the Buyer shall remain the property of the Supplier until payment in
full of all amounts invoiced or due to the supplier. If such payment is overdue in whole or in
part the Supplier may (without prejudice to his other rights) recover or resell the Goods or
any part of them and may enter upon the Buyer’s premises for that purpose.

7.2 If any of the Goods are mixed or converted into other goods before such payment, the
property in the whole of such other goods shall be and remain with the Supplier until the
Supplier has received the full payment. The Buyer agrees to store such goods or any mixture
of conversion of these goods in such a way that they are readily identifiable as the property
of the Supplier. If the Buyer sells or disposes of the goods, the Buyer will hold the proceeds
of such sale or disposal and any rights for claims against third parties arising from such sale
or disposal, upon trust for the Supplier. The Buyer will take steps as are necessary to keep
such proceeds separate from other monies

7.3 From the time of delivery the goods are at the Buyer’s risk. It is for the Buyer to arrange
adequate insurance cover for this risk until the full title passes to the Customer.

THE LAWS OF SCOTLAND, ENGLAND & WALES GOVERN THIS CONTRACT.

Block 2, Unit 3, Whistleberry Industrial Estate, Hamilton, South Lanarkshire,
ML3 0ED Registered in Scotland: SC155450 Tel: 01698 440230
www.thewelbygroup.co.uk