1. Application of Terms and Conditions
1.1 The Supplier shall supply and the Customer shall purchase the Goods and Services in accordance with the accepted order from the timesulin.com website which shall be subject to these Terms and Conditions; and
1.2 The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.
2. Definitions and Interpretation
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; “Commencement Date” means the purchase date for the accepted order; “Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such); “Contract” means the contract for the purchase and sale of the Goods and supply of the Services under these Terms and Conditions; “Contract Price” means the price stated in the Contract payable for the Goods; “Customer” means the person who accepts a quotation or offer of the Supplier for the sale of the Goods and supply of the Services, or whose order for the Goods and Services is accepted by the Supplier; “Delivery Date” means the date on which the Goods are to be delivered as stipulated in the Customer’s order and accepted by the Supplier; “Goods” means the goods (including any instalment of the goods or any parts for them) which the Supplier is to supply in accordance with these Terms and Conditions; “Month” means a calendar month; “Services” means the Services to be provided to the Customer as set out in the accepted order; and “Supplier” means Patients Pending LTD., a company registered in England at
Patients Pending LTD
145-157 St John Street
London EC1V 4PY
Tel: +44 (0)20 3287 2760
and includes all employees and agents of Patients Pending LTD.
2.1 Unless the context otherwise requires, each reference in these Terms and Conditions to:
2.1.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
2.1.2 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;
2.1.3 “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
2.1.4 a Schedule is a schedule to these Terms and Conditions; and
2.1.5 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.
2.1.6 a “Party” or the “Parties” refer to the parties to these Terms and Conditions. 2.2 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.
2.3 Words imparting the singular number shall include the plural and vice versa.
2.4 References to any gender shall include the other gender.
3. Basis of Sale and Service
3.1 The Supplier’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.2 No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.
3.3 Sales literature, price lists and other documents issued by the Supplier in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. No contract for the sale of the Goods and Services shall be binding on the Supplier unless the Supplier has issued a quotation which is expressed to be an offer to sell the Goods and Services or has accepted an order placed by the Customer by whichever is the earlier of:
3.3.1 the Supplier’s written acceptance;
3.3.2 delivery of the Goods; or
3.3.3 provision of the Services; or
3.3.4 the Supplier’s invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
4. The Goods
4.1 No order submitted by the Customer shall be deemed to be accepted by the Supplier unless submitted on the Timesulin.com website with these terms and conditions accepted and when the payment has been authorized by the representative bank of the Customer.
4.2 The specification for the Goods shall be that set out on timesulin.com unless varied expressly in the Customer’s order (if such variation(s) is/are accepted by the Supplier).
4.3 Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding on the Supplier.
4.4 The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Supplier’s specification, which do not materially affect their quality or performance.
4.5 No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier on the terms that the Customer shall indemnify the Supplier 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 the Supplier as a result of such cancellation.
5. The Services
5.1 With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in accordance with Clauses 6 and 7 will provide the Services expressly identified in the accepted order.
5.2 The Supplier will use reasonable care and skill to perform the Services identified in the accepted order.
5.3 The Supplier shall use its reasonable endeavours to complete its obligations under the Contract, but time will not be of the essence in the performance of such obligations.
6.1 The price of the Goods and Services shall be the price listed on the timesulin.com website current at the date of acceptance of the Customer’s order or such other price as may be agreed in writing by the Supplier and the Customer.
6.2 Where the Supplier has quoted a price for the Goods other than in accordance with the Supplier’s published price list the price quoted shall be valid for 7 days only or such lesser time as the Supplier may specify.
6.3 Except as otherwise stated under the terms of any accepted order or in any price list of the Supplier, and unless otherwise agreed in writing between the Customer and the Supplier, all prices are inclusive of the Supplier's charges for packaging and transport.
6.4 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 Goods and Services, which the Customer shall be additionally liable to pay to the Supplier. In the case of VAT, the price shown including VAT and shipping calculation will be the final price charged to the Customers bank. The Supplier is not responsible for any transactional fees, interest, or currency exchange fees which may be imposed on the Customer from their financial institution.
7.1 Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier shall collect payment from the Customer for the price of the Goods and Services at the time of purchase.
7.2 Receipts for payment will be issued electronically by email.
7.3 The Supplier is not obliged to accept orders from any customer or buyer in case the payment is not authorized from the Suppliers authorizing bank or if the specified shipping country is not one of the countries to where the Supplier sells goods.
8. Delivery and Performance
8.1 Delivery of the Goods shall be made by the Supplier delivering the Goods to the place specified in the accepted order using the specified shipping method or the UK postal system if no other shipping method is specified.
8.2 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Supplier in writing. The Supplier will make reasonable efforts to provide Customer with approximate delivery times according to the shipping options (if any) described on the timesulin.com website.
9. Non-Delivery of Goods and Services
9.1 If the Supplier fails to deliver the Goods or provide the Services or any part of them within 7 business days of the Delivery Date (or Commencement Date, as appropriate) other than for reasons outside the Supplier’s reasonable control or the Customer’s or its carrier’s fault:
9.1.1 if the Supplier delivers the Goods and/or provides the Services (as applicable) within 14 business days thereafter the Supplier shall have no liability in respect of such late delivery; or
9.1.2 if the Customer gives written notice to the Supplier within 7 days Business Days after the Delivery Date (or Commencement Date, as appropriate) and the Supplier fails to deliver the Goods and/or Services within 14 Business Days after receiving such notice the Customer may cancel the order and the Supplier’s liability shall be limited to the excess (if any) of the cost of the Customer (in the cheapest available market) of similar goods or services to those not delivered or provided over the price of the Goods or Services not delivered or provided.
10. Risk and Retention of Title
10.1 Risk of damage to or loss of the Goods shall pass to the Customer at:
10.1.1 in the case of Goods to be delivered otherwise than at the Supplier’s premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Supplier has tendered delivery of the Goods.
10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title of the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods.
11.1 The Supplier may assign the Contract or any part of it to any person, firm or company without the prior consent of the Customer.
11.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.
12. Defective Goods
12.1 If on delivery any of the Goods are defective in any material respect and either the Customer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Customer gives written notice of such defect to the Supplier within 7 Business Days of such delivery, the Supplier shall at its option:
12.1.1 replace the defective Goods within 14 Business Days of receiving the Customer’s notice; or
12.1.2 refund to the Customer the price for those Goods which are defective; but the Supplier shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice given by the Customer as set out above.
12.2 No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier. Subject thereto any Goods returned which the Supplier is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Supplier’s sole discretion the Supplier shall refund or credit to the Customer the price of such defective Goods but the Supplier shall have no further liability to the Customer.
12.3 The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Supplier’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Supplier’s prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.
12.4 Goods, other than defective Goods returned under sub-Clauses 12.1 or 12.2, returned by the Customer and accepted by the Supplier may be credited to the Customer at the Supplier’s sole discretion and without any obligation on the part of the Supplier.
12.5 Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.6 The Customer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Customer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Customer is carried out in accordance with directions given by the Supplier or any competent governmental or regulatory authority and the Customer will indemnify the Supplier against any liability loss or damage which the Supplier might suffer as a result of the Customer's failure to comply with this condition.
13. Right to Return the Goods and to Receive a Refund
13.1 If the Customer is not satisfied with any Goods purchased from the Supplier, the Customer may cancel the Contract and return the Goods to the Supplier and obtain a refund of the price of the returned Goods, provided:
13.1.1 the Customer informs the Supplier of the decision to cancel the Contract within one calendar month of purchase date of the Goods; and
13.1.2 the Goods are returned in their original condition; and 13.1.3 [the Goods are returned in accordance with sub-Clause 13.3 below.]
13.2 While the Goods remain in the Customer’s possession the Customer is under a duty to ensure that the Goods are kept safe and secure.
13.3 The Customer is solely liable for transportation costs for the return unless otherwise agreed upon in writing.
13.4 Where the Goods are custom made to the order of the Customer, the Customer shall not be entitled to return the Goods and receive a refund unless the Goods are faulty. The statutory rights of the Customer are unaffected.
14. Right to Return defective Goods and to Receive a Refund
14.1 If the Customer is not satisfied with any Goods purchased from the Supplier due to a defect in the Good, the Customer may cancel the Contract and return the Goods to the Supplier and obtain a refund of the price of the returned Goods OR receive a replacement Good at the Suppliers discretion, provided:
14.1.1 the Customer informs the Supplier of the decision to cancel the Contract within 90 days of purchase date of the Goods; and
14.1.2 the Supplier has first accepted the return by writing to firstname.lastname@example.org; and
14.1.3 [the Goods are returned in accordance with sub-Clause 13.3 above.]
14.2 While the Goods remain in the Customer’s possession the Customer is under a duty to ensure that the Goods are kept safe and secure.
14.3 The Customer is solely liable for transportation costs for the return unless otherwise agreed upon in writing.
14.4 Where the Goods are custom made to the order of the Customer, the Customer shall not be entitled to return the Goods and receive a refund unless the Goods are faulty. The statutory rights of the Customer are unaffected.
15. Customer's Default
15.1 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:
15.1.1 cancel the order or suspend any further deliveries of Goods or provision of Services to the Customer;
15.1.2 appropriate any payment made by the Customer to such of the Goods and/or Services (or the goods and and/or services supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and
15.1.3 charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of <>% per annum above <> 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).
15.2 This condition applies if:
15.2.1 the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or
15.2.2 the Customer becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or becomes bankrupt; or
15.2.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
15.2.4 the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
15.3 If sub-Clause 13.2 applies then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
16.1 If the Supplier fails to perform the Services with reasonable care and skill it will carry out remedial action at no extra cost to the Customer. If no remedial action is possible the Supplier will pay for the damage caused.
16.2 The Customer shall indemnify the Supplier against all damages, costs, claims and expenses suffered by the Supplier arising from loss or damage to any equipment (including that of third parties) caused by the Client, or its agents.
17.1 All notices under these Terms and Conditions and under the Contract shall be in writing 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:
17.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
17.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
17.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
17.2.4 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, or facsimile number notified to the other Party.
18. Force Majeure Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
19. Waiver The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract 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.
20. Severance The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract). The remainder of these and the Contract shall be valid and enforceable.
21. Third Party Rights A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
22. Law and Jurisdiction
22.1 These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) 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.
BACKGROUND: This Policy applies as between you, the User of this Web Site and Patients Pending LTD the owner and provider of this Web Site. This Policy applies to our use of any and all Data collected by us in relation to your use of the Web Site and any Services or Systems therein.
1. Definitions and Interpretation In this Policy the following terms shall have the following meanings: “Account” means collectively the personal information, Payment Information and credentials used by Users to access Material and / or any communications System on the Web Site; “Content” means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Web Site; “Cookie” means a small text file placed on your computer by Patients Pending LTD when you visit certain parts of this Web Site. This allows us to identify recurring visitors and to analyse their browsing habits within the Web Site. Where e-commerce facilities are provided, Cookies may be used to store your Cart. Further details are contained in Clause 10 and [Schedule 1] OR [Schedules 1 and 2] of this Policy; “Data” means collectively all information that you submit to the Web Site. This includes, but is not limited to, Account details and information submitted using any of our Services or Systems; “Company” means Patients Pending LTD 145-157 St John Street London EC1V 4PY United Kingdom; “Service” means collectively any online facilities, tools, services or information that Companymakes available through the Web Site either now or in the future; “System” means any online communications infrastructure that Companymakes available through the Web Site either now or in the future. This includes, but is not limited to, web-based email, message boards, live chat facilities and email links; “User” / “Users” means any third party that accesses the Web Site and is not employed by Companyand acting in the course of their employment; and “Web Site” means the website that you are currently using (www.timesulin.com) and any sub-domains of this site unless expressly excluded by their own terms and conditions.
2. Data Collected Without limitation, any of the following Data may be collected if you choose to provide it:
2.2 date of birth;
2.4 job title;
2.6 contact information such as email addresses and telephone numbers;
2.7 demographic information such as post code, preferences and interests;
2.8 financial information such as credit / debit card numbers;
2.9 IP address (automatically collected);
2.10 web browser type and version (automatically collected);
2.11 operating system (automatically collected);
2.12 a list of URLS starting with a referring site, your activity on this Web Site, and the site you exit to (automatically collected); and
2.13 Cookie information (see Clause 10 below).
3. Our Use of Data
3.1 Any personal Data you submit will be retained by Companyfor as long as you use the Services and Systems provided on the Web Site. Data that you may submit through any communications System that we may provide may be retained for a longer period.
3.2 Unless we are obliged or permitted by law to do so, and subject to Clause 4, your Data will not be disclosed to third parties.
3.3 All personal Data is stored securely in accordance with the principles of the Data Protection Act 1998. For more details on security, see Clause 9 below.
3.4 Any or all of the above Data may be required by us from time to time in order to provide you with the best possible service and experience when using our Web Site. Specifically, Data may be used by us for the following reasons:
3.4.1 internal record keeping;
3.4.2 improvement of our products / services;
3.4.3 transmission by email of promotional materials that may be of interest to you;
3.4.4 contact for market research purposes which may be done using email, telephone, fax or mail. Such information may be used to customise or update the Web Site.
4. Third Party Web Sites and Services Companymay, from time to time, employ the services of other parties for dealing with matters that may include, but are not limited to, payment handling, delivery of purchased items, search engine facilities, advertising and marketing. The providers of such services may collect certain personal Data provided by Users of this Web Site. Any Data used by such parties is used only to the extent required by them to perform the services that Companyrequests. Any use for other purposes is strictly prohibited. Furthermore, any Data that is processed by third parties must be processed within the terms of this Policy and in accordance with the Data Protection Act 1998.
5. Changes of Business Ownership and Control
5.1 Companymay, from time to time, expand or reduce its business and this may involve the sale of certain divisions or the transfer of control of certain divisions to other parties. Data provided by Users will, where it is relevant to any division so transferred, be transferred along with that division and the new owner or newly controlling party will, under the terms of this Policy, be permitted to use the Data for the purposes for which it was supplied by you.
6. Controlling Access to your Data
6.1 Wherever you are required to submit Data, you will be given options to restrict our use of that Data. This may include the following:
6.1.1 use of Data for direct marketing purposes; and
6.1.2 sharing Data with third parties.
7. Your Right to Withhold Information
7.1 You may access certain areas of the Web Site without providing any Data at all. However, to use all Services and Systems available on the Web Site you may be required to submit Account information or other Data.
8. Accessing your own Data
8.1 You may access your Account at any time to view or amend the Data. You may need to modify or update your Data if your circumstances change. Additional Data as to your marketing preferences may also be stored and you may change this at any time.
8.2 You have the right to ask for a copy of your personal Data on payment of a small fee.
9.1 Data security is of great importance to Company and to protect your Data we have put in place suitable physical, electronic and managerial procedures to safeguard and secure Data collected online.
10.1 Company may set and access first-party Cookies on your computer. Cookies that may be placed on your computer are detailed in Schedule 1 to this Policy. These Cookies are integral to the services provided by the Web Site to you.
10.2 You can choose to enable or disable Cookies in your web browser. By default, your browser will accept Cookies, however this can be altered. For further details please consult the help menu in your browser. Disabling Cookies may prevent you from using the full range of Services available on the Web Site.
10.3 You may delete Cookies, however you may lose any information that enables you to access the Web Site more quickly.