Terms and Conditions of sale for IPG Pharma Ltd December 2008
The term “Supplier” shall mean IPG Pharma Ltd or one of it’s subsidiary companies. The term “Customer” shall mean the person, firm or company that orders Goods or Services from the Supplier. The term “Goods” includes all Goods covered by the order including but not limited to raw materials, processed materials or fabricated products, machinery or equipment. The term “Service” includes all work to be undertaken and materials to be delivered by the Supplier as set out in the Order.
2. Passing of Property and Risk to the Customer
Title and risk in the Goods and Services shall remain with the Supplier until delivery as specified in the Order, upon which risk shall pass to buyer and beneficial title upon payment in full with full right of access should Customer be in receivership or the like.
3. The Price
Additional charges incurred by the Supplier due to additional or changed instructions from the Customer may be charged to the Customer. Any delivery terms stated on the order are as defined in Incoterms 2000.
The Supplier shall use reasonable endeavours to meet Customer delivery dates and shall not be liable for any consequential loss resulting from any late delivery.
Orders shall be considered firm. If Customer seeks to cancel an order in full or part, with or without cause, by written notice to the Supplier and Supplier agrees to same in writing, Customer shall pay for Supplier procurement and shipping costs incurred
6. Packaging and Weights
The Goods will be shipped in appropriate container(s) per Supplier specification unless otherwise specified by Customer with Supplier written approval. Supplier weights shall govern unless proven to be incorrect.
7. Sampling and Testing
The Customer (or their representative) shall make an examination and test of Goods delivered hereunder immediately upon receipt in accordance with specifications. Failure of Customer to give notice of any fault within seven (7) days after the receipt of Goods, or such longer time agreed with Supplier in writing, at its facility shall be unqualified acceptance of said Goods.
The Customer indemnifies the Supplier against any claim for infringement of Letters Patent, Registered Design, Trademark or Copyright arising out of delivery, use of or onward sale of any Goods supplied to the Customer. Furthermore the Supplier assumes no liability for any infringement of patent or other rights. The patent position in the concerned country should be verified by the Customer.
Any such claims shall be notified to the Customer who shall deal with them as he thinks fit to his own expense but with reasonable assistance of the Supplier unless the Customer fails within a reasonable time to take over the claim in which case all costs will be borne by the Customer. The Supplier will not make any admission which might be prejudicial thereto.
The Supplier shall use reasonable endeavours not to damage or injure any property or persons and shall satisfy all claims founded on any such damage or injury which arise out of or in consequence of any operations under the Order whether such claims are made by the Customer or by a third party against the Supplier.
Any know how, specification or other information of a commercial or technical nature disclosed to the Supplier as a result of the Order shall remain the Customer’s property. It will be kept secretly by the Supplier during and after the execution of the order and will not be used or disclosed by him without the Customer’s prior written consent save where such use or disclosure is necessary for the proper execution of the Order. Furthermore the Supplier will not without written consent from the Customer, publish or consent to publication or otherwise disclose to any third party any information photographs manuals data released to or arising out of the performance of the Order or any other information given or otherwise obtained relating to the Customer’s business. Mutatis mutandis shall apply.
11. Force Majeure
Either party shall be discharged from such performance of it’s obligations which are in connection with the Order if such performance is prevented, prohibited or delayed by circumstances beyond the reasonable control of that party.
The Supplier will supply goods which are of merchantable quality and conforming to the Supplier’s standard specification or to such other specification as shall have been agreed to in writing by the Supplier and Customer. The Supplier makes no warranty, express or implied, of the fitness for a particular use or fit to or in to other products or parts, transformance or otherwise and Customer assumes all risk whatsoever as to the result of the use of the Goods purchased, whether used singly or in combination with substances or in any manufacturing or packing or conversion process.
13. Compliance with Statutes and Regulations
The Supplier will use reasonable efforts to ensure but does not however warrant that the Goods and deliveries thereof and any works undertaken comply with all relevant national and international statutes, regulations and other legal requirements including those relevant to the environment, health safety & welfare.
The Supplier will inform and keep the Customer informed of all hazards and regulations (statutory or otherwise) which the Supplier knows or believes to be associated with the use, handling, storage, labeling and transport of the Goods and the Supplier will ensure that the relevant consignments are properly marked and labeled with appropriate internationally recognised hazard symbols and that prominent hazard and safety warnings, words and phrases appear in English on all packages and supporting documents.
No terms or conditions submitted or referred to by the Customer at any time shall form part of the contract unless specifically agreed in writing by the Supplier. The Goods are deemed to have been accepted by the Customer unless written notice to the contrary is received by the Supplier within 7 days of notified date of delivery of the Goods at the address stated in the Order. Use of the Goods under clause twelve (12) shall not constitute non-acceptance.
16. Payment terms
Standard payment terms are 30 days net unless otherwise stated over leaf. In case of late payment the Supplier reserves the right to charge the Customer 8% over Bank of England base interest rate per week, absent rejection under clauses seven (7), twelve (12) and fifteen (15) above in line with the Late Payment of Commercial Debts [Interest] Act 1998.
17. Governing Law
The construction, validity and performance of the contract shall be governed in all respects by the Laws of England.
Terms & Conditions
Terms and Conditions
All content copyright © 2012 IPG Pharma Ltd and all associated companies
All rights reserved
ATTENTION: This legal notice applies to the entire contents of all IPG Pharma Ltd websites. ("Site") and to any correspondence by e-mail between ICE and any User (as defined below). Please read these terms and conditions carefully before using the Site. Use of the Site indicates that you accept these terms and conditions regardless of whether or not you choose to register with us. If you do not accept these terms and conditions please do not use this Site.
Prior to use of the Site please visit and read the following pages:-
These terms and conditions ("User Terms") apply to all persons who access the Site ("User"). By accessing the Site, each User acknowledges acceptance of these terms and conditions. IPG Pharma Ltd and all associated companies ("ICE") reserves the right to change these User Terms from time to time at its sole discretion without prior notification. Any change will be deemed to take effect twenty four (24) hours after posting on the Site and will be deemed to be accepted by Users who continue to access the Site thereafter. In the case of any violation of these User Terms, ICE reserves the right to seek all remedies available by law and in equity for such violations.
2. Ownership and Copyright.
2.1 All documents, information or materials ("Information") on the Site are protected by copyright and, unless indicated otherwise, at all times remain the property of ICE, including such pages and documents subsequently viewed.. Subject to paragraph 2.2 below, no portion of the Information on the Site may be reproduced in any form, or by any means, without prior written permission from ICE. Visitors or users are not permitted to modify, distribute, publish, transmit or create derivative works of any material found on this site for any public or commercial purposes whatsoever.
2.2 Users shall be permitted to reproduce the information on this Site (but not the computer source or object code or any part thereof, copy or use of which is strictly forbidden) for the purposes of the Users own personal research or private study.). This permission is granted on the basis that:-
(a) no text or related graphics are modified in any way;
(b) no graphics are used separately from the corresponding text; and
(c) All text and graphics are to be clearly and conspicuously marked with ICE copyright notice as follows: "Copyright © IPG Pharma Ltd. (http://www.ICE Pharma Group.com)"
2.3 If any User breaches any term of this paragraph 2 his permission to use the Site automatically terminates and he must destroy any downloaded or printed extracts from the Site immediately.
2.4 Any rights not expressly granted in these User Terms are reserved.
3.1 The trademarks, logos and service marks ("Marks") displayed on the Site are the property of ICE or other authorised third parties. Users are not permitted to use these Marks without the prior written consent of ICE or such third party (as appropriate).
3.2 Any use by ICE of third party Marks on the Site does not imply any sponsorship or endorsement on the part of ICE of the products and/or services to which those Marks relate. Such Marks are only used by ICE to identify the products and/or services of their respective owners.
4. No Warranty.
ICE makes no warranty or representation as to the suitability of the Information or products contained or referred to in, or accessible from, the Site ("Site Information"), for any purpose. All Site Information is provided "as is" without warranty of any kind, either express or implied, including but not limited to, all warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. The Site Information could include inaccuracies or typographical errors. Changes are periodically added to the information herein; these changes may be incorporated in new editions of the Site at any time without notice. ICE expressly disclaims liability for any errors or omissions in the Site Information contained or referred to in, or accessible from, the Site or any web-site linked to or from the Site.
5. Disclosure; Forward-Looking Statements.
Some of the information on the Site may contain projections or other forward-looking statements regarding future events or the future financial performance of ICE or companies which exhibit on the Site. We wish to caution you that these statements are only predictions and that actual events or results may differ materially.
6. Links To and From Third Party Sites.
6.1 Links to third party websites on the Site are provided solely for your convenience. If you use these links, you leave the Site. ICE has not reviewed all of these third party websites and does not control and is not responsible for these websites or their content or availability. ICE therefore does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to the Site, you do so entirely at your own risk.
6.2 Any User may create links to the Site on the basis that he links to, but does not replicate, the home page of the Website, and subject to the following conditions:
(a) he does not remove, distort or otherwise alter the size or appearance of the ICE logo;
(b) he does not create a frame or any other browser or border environment around the Site;
(c) he does not in any way imply that ICE is endorsing any products or services other than its own;
(d) he does not misrepresent his relationship with ICE nor present any other false information about ICE;
(e) he does not otherwise use any ICE trade marks displayed on the Site without express written permission from ICE;
(f) he does not link from a website that is not owned by him; and
(g) his website does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.
6.3 ICE expressly reserves the right to revoke the right granted in paragraph 6.2 for breach of the User Terms or of any other terms and conditions (including those relating to exhibitors) which govern a User, and to take any action it deems appropriate.
6.4 Each User shall fully indemnify ICE for any loss or damage suffered by ICE or any of its group companies or affiliates for breach of paragraph 6.2.
7.1 Each registration is for a single User only. ICE does not permit Users to share their user names or passwords with any other person nor with multiple users on a network.
7.2 It is the Users' responsibility to keep their password and user name secure and not to disclose them to third parties for any purpose. ICE accepts no responsibility for any actions caused by a User disclosing his password and/or user names to third parties.
8. Limitation of Liability
8.1 ICE and its officers, directors, shareholders or agents exclude any liability for any amount or kind of loss or damage that may result to you or a third party (including without limitation any direct, indirect, punitive or consequential loss or damage, or any loss of income, profits, goodwill, data, contracts or loss or damage arising from or connected in any way to business interruption and whether in tort, contract or otherwise) in connection with the use or inability to use or the results of use of the Site or any web site linked to or from the Site, including but not limited to viruses that may infect your computer hardware or software.
8.2 Nothing in these User Terms shall exclude or limit ICE's liability for death or personal injury caused by negligence, fraud or any liability which cannot be excluded or limited under applicable law.
9. Service Access
9.1 While ICE endeavours to ensure that the Site is normally available 24 hours a day, ICE shall not be liable if for any reason the Site is unavailable at any time for any period.
9.2 Access to the Site may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond the control of ICE.
10. Visitor Material and Conduct
10.2 Users are prohibited from posting or transmitting to or from the Site any material:
(a) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or
(b) for which that User has not obtained all necessary licences and/or approvals; or
(c) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or
(d) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
10.3 No User may misuse the Site (including, without limitation, by hacking).
10.4 ICE will fully co-operate with any law enforcement authorities or court order requesting or directing ICE to disclose the identity or locate anyone posting any material in breach of paragraphs 10.2 or 10.3 above.
11. Governing Law and Jurisdiction
These User Terms shall be governed by and construed in accordance with the Laws of England and the parties hereto submit to the exclusive jurisdiction of the English Courts.
This legal notice applies to any person who purchases or wishes to purchase offerings ("Purchaser") which is available on the web site under the domain name ICE ("Site") and to any correspondence by e-mail between ICE and any Purchaser. Please read these Purchaser Terms carefully before using the Site or purchasing items.. Use of the Site as a Purchaser indicates that you accept these terms and conditions. If you do not accept these Purchaser Terms Please do not use the Site as a Purchaser.
2. PAYMENT TERMS FOR PRODUCT PURCHASES
2.1 Products which are made available to all persons who access the Site ("Users") can be ordered either by email, by telephone, by letter or by fax or on the site.
2.2 Payment for Products which are ordered via email, telephone or fax or on the site shall be made and paid for at the time the order is placed in real time. Payment for a Product which is ordered by letter shall be made within 14 days of receipt by the User of an order confirmation from ICE. ICE will not be obliged to provide a copy of any relevant Product until payment is received in full.
2.3 All fees quoted are exclusive of UK value added tax (VAT), sales or other taxes, which will be in addition to the fee at the prevailing rate at the time. Countries outside of the European Union and those companies within the European Union which are able to provide ICE with a valid EU VAT exemption number are not liable to pay VAT. Outside the EU local taxes will apply. Post and packing where applicable appear in the shopping cart.
2.4 In the event of non-payment for a Product under any circumstances the User will be responsible for all costs incurred by ICE including without limitation any legal fees incurred. Invoices not paid within thirty days of the invoice date shall be subject to interest at 5% per annum above the UK base rate for Lloyds TSB PLC prevailing from time to time.
3.1 Products shall be delivered by via registered (signed for) land post at the earliest possible date after payment.
3.2 The date of delivery will be advised but is usually within 48 hours (absent out of stock advise); if you have not received your Product within 7 days of the advised date, please contact us for assistance.
4. RETURNS & REFUNDS
4.1 We unfortunately cannot accept returns of products once they have been delivered. Refunds will not normally be offered, however all refund requests will be judged on a case by case basis at the discretion of the management. Please be sure to read all available information about a Product before you place your order. If you have any questions about a Product us for assistance.
5.1 No part of any publication may be reproduced, abstracted, stored in any retrieval system or transmitted in any form or by any means without written consent of the publisher.
5.2 Publications are provided 'as is'. No actions including proposals to or agreements with other companies should be taken by any reader without obtaining specific business or legal advice. Neither the publisher nor the author accepts any liability for any actions or activities undertaken by any reader or other third party as a consequence of the review of any publication and product or for any errors or omissions therein.
5.3 Any failure by any party to exercise or enforce any of its rights under these Purchase Terms shall not be deemed to be a waiver of any such rights or operate so as to bar the subsequent exercise or enforcement of any such right.
5.4 These Purchase Terms represent the entire understanding between ICE and the User in relation to their subject matter and supersede all other agreements or representations made by either of us whether oral or written.
5.5 If any part of these Purchase Terms are held to be invalid or unenforceable, the validity or enforceability of the remaining provisions shall not be affected.
6. LAW AND JURISDICTION
6.1 The parties agree that the Courts of England & Wales shall have exclusive jurisdiction to settle any dispute that may arise out of or in connection with these terms.
CUSTOMER SERVICE INFORMATION
IPG Pharma Ltd
T: +44 845 453 1360
All content copyright © 2010 IPG Pharma Limited
All rights reserved
Maintaining the privacy of your information is of paramount importance to us as it helps foster confidence, goodwill and stronger relationships with you, our customers. If, at any time, you have questions or concerns about our privacy practices, please feel free contact us via email.
The Site is not intended for use by persons under the age of eighteen. Individuals who are under eighteen are expressly prohibited from posting any personally identifiable information about themselves
Information Collection and Use
ICE explicitly asks when we need information that personally identifies you ("Personal Information"). Your Personal Information is used to create your personal user business account. Contact information and other user-specific information is used only internally by ICE to operate the Site and to communicate with users of the Site ("Users"). Demographic and profile data collected by ICE may be used to tailor this Site or any requested email communications, and to display information that is more relevant to you. ICE also compiles demographic and product use information, but in the aggregate only, and may make that aggregate information publicly available. Information relating to User transactions, such as contact information, transaction type, transaction amount, payment, shipping and billing information, are used internally by ICE and are not disclosed to third parties.
ICE expressly does not retain personal data.
ICE reserves the right to disclose any information if such action is necessary (a) to conform to the requirements of law or to comply with legal process or notice served on ICE, (b) to protect and defend the legal rights or property of ICE, the Site or its Users, or (c) in an emergency, to protect the health and safety of its Users or the general public. ICE further reserves the right to release any information concerning any User if that User participates (or is reasonably suspected of participating) in any illegal activity, even without a notice, warrant, or other court order. Finally, ICE reserves the right to cooperate with law enforcement agencies in identifying those who may be using our servers or services for illegal activities, and to report any suspected illegal activity to law enforcement agencies for investigation or prosecution.
Your email address is used to only send you information or products that you have requested. As part of your use of the Site, ICE allows you to elect to receive, or not receive, certain information from ICE. ICE adheres strictly to permission-based email policy. Except where requested, ICE will not send you unsolicited email information, commercial offers or advertisements. ICE will not sell, rent, or loan our contact lists (including customer data) to any outside firms. All emails that you have requested will have an option to unsubscribe. ICE endeavours to fulfil unsubscribe requests quickly so that no further communications are sent to Users who have stated that they do not wish to receive the specified information. From time to time we may need to contact you to advise on alterations to the Site and/or uICEates to this or other policies.
The Site uses "cookies" to enhance the functionality of the Site and to make transactions and other activities more convenient and efficient for users. Whilst disabling cookies will still allow a User to use the Site, it may prevent a User from being able to process transactions on the Site. For more information on cookies, please see www.aboutcookies.org.
Communications from the Site
Special Offers and UICEates
We send all new Users a welcoming email to confirm their password and username. Established Users will occasionally receive information on products, services, special deals, and a newsletter. Out of respect for the privacy of our Users we present the option to not receive these types of communications. Customers can unsubscribe via the unsubscribe mechanism at the bottom of each email.
If a User wishes to subscribe to our newsletter(s), we ask for contact information such as name and email address. Out of respect for our users privacy we provide a way to opt-out of these communications via the unsubscribe mechanism at the bottom of each email or by sending an email with the Users name and "Opt-Out" in the message.
We communicate with users on a regular basis to provide requested services and in regards to issues relating to their account we reply via email or phone, in accordance with the user's wishes.
Website Usage Information
We use your IP address to help diagnose problems with our server, and to administer our Site. We do not link your IP address to any personally identifiable information. We use tracking information to determine which areas our site users visit based on traffic to those areas. ICE does not track what individual users read, but rather how often each page is visited. This helps us maintain a superior and informative website for you.
ICE has made and continues to make, substantial investments in the latest server, database, backup and firewall technologies to protect our information assets. All data resides in a tightly controlled, secure data centre, ICE employs the use of digital recognition management software in this regard. These investments mean that information about the identity and preferences of individual members should never be accessible to anyone outside ICE. We will maintain safeguards to protect the security of these servers and your personally identifiable information. Payment information is transmitted using a Secure Sockets Layer (SSL) connection and, once stored, are maintained using physical and technical security measures within the secure data centre and compliant with the requirements of the payment processing provider.
Although we take all reasonable precautions to protect our Users' information, due to the open nature of the Internet, we cannot guarantee that any information stored on our servers, or transmitted to or from you, will be free from unauthorized access. By using the Site, you understand and agree to assume these risks.
Contacting ICE about Privacy
If you have any questions about our privacy statement or all other enquiries, the information we have collected from you online, the practices of this site, or your dealings with this web site, please contact:
IPG Pharma Limited
T: +44 845 453 1360
Last updated Feb 2012