In these conditions, the following definitions apply:-

Conditions: the terms and conditions set out in this document (as amended from time to time).

Contract: the contract between the Customer and MASTA for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person, firm or company who purchases the Goods from MASTA.

Goods: the goods (or any part of them) set out in the Order.

MASTA: MASTA Limited (company number 1830630) whose registered office is at City Exchange, 11 Albion Street, Leeds, LS1 5ES.

Order: the Customer’s order for the Goods.

A quotation provided by MASTA for the Goods shall not constitute an offer and shall be valid for a period of six months from its date of issue. Orders will only be deemed accepted when MASTA issues written acceptance of the Order, at which point the Contract shall come into existence. MASTA reserve the right to refuse any Order. All Orders are subject to these Conditions. No variation of these Conditions will be accepted by MASTA unless previously agreed in writing. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing and constitute the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.

The Customer warrants that the person placing the Order with MASTA is authorised to enter into the Contract on behalf of the Customer.

The price of the Goods shall be the Price set out in MASTA’s written acceptance of the Order. MASTA may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:-

(a)  Any factor beyond MASTA’s control;

(b)  Any request by the Customer to amend the Order; or

(c)  Any delay caused by any instructions of the Customer or failure of the Customer to give MASTA adequate or accurate information or instructions.

The price of the goods is exclusive of:-

(a)  the costs and charges of carriage which will be charged to the Customer in addition; and

(b)  amounts in respect of value added tax (“VAT”).

The Customer shall upon receipt of a valid VAT invoice from MASTA, pay to MASTA such additional amounts in respect of VAT as are chargeable on the supply of the Goods. MASTA may invoice the Customer for the Goods on or at any time after the Goods have been dispatched. The Customer shall pay any of MASTA’s invoices in full and in cleared funds within 90 days of the date of the invoice. Time of payment is of the essence. If the Customer fails to make payment due to MASTA under the Contract by the due date for payment, then MASTA shall be entitled to withhold any further deliveries of the Goods to the Customer and the Customer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate (from time to time). Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay interest together with the overdue amount. The Customer shall pay all amounts due under the Contract without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). MASTA may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by MASTA to the Customer,

MASTA shall deliver the Goods to the location set out in the Order or such other location as the Customer notifies to MASTA in writing prior to the Goods being dispatched (“Delivery Location”), Delivery of the Goods shall be completed on the Goods arrival at the Delivery Location. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. MASTA may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment, MASTA shall not be liable for any delay or failure to deliver the Goods that is caused by any factor beyond MASTA’s control or the Customer’s failure to provide to MASTA adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. To the extent that MASTA cannot deliver the Goods due to not having received the Goods from the manufacturer, the Customers sole remedy is to request MASTA to use its best endeavours to source additional vaccines in order to complete the Order. The Customer acknowledges to the extent that any additional vaccines are sourced at a price higher than the price for the Goods detailed in MASTA’s written acceptance of the Order, MASTA shall be entitled to increase the price charged to the Customer, The Customer shall be entitled to reject such price increase but such rejection is conditional upon waiving all claims against MASTA for the failure to deliver the total quantity of vaccines stipulated in MASTA’s written acceptance of the Order.
All deliveries will be by next business day delivery by cold chain carrier. All Orders for 50 vaccines or less will incur a £20 carriage charge. Orders must be received at least 48 hours prior to the required delivery date.

MASTA gives no warranty and makes no representation as to the suitability or fitness of any goods for any particular purpose. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

The risk in the Goods shall pass to the Customer on completion of the delivery and the Customer shall insure the Goods thereafter against loss or damage. Title to the Goods shall not pass to the Customer until MASTA has received payment in full for the Goods and any other goods or services that MASTA has supplied to the Customer in respect of which payment has become due. Until title to the Goods has passed to the Customer the separate identity of the Goods should be maintained by the Customer and MASTA shall be entitled at any time to repossess the Goods whether with or without notice.

Orders may not be cancelled less than 90 days prior to the first available delivery date. Save in circumstances where the Goods are faulty, the Customer shall only be entitled to reject the Goods at the point of delivery.

Nothing in these Conditions shall limit or exclude MASTA’s liability for:-

(a)  Death or personal injury caused by its negligence or the negligence of its employees, agents or sub-contractors;

(b)  Fraud or fraudulent misrepresentation;

(c)  Any matter in respect of which it would be unlawful for MASTA to exclude or restrict liability.

Subject to the above provisions of this Clause 9, MASTA shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contact, and MASTA’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods actually paid by the Customer to MASTA.

Subject to the conditions set out in this Clause 10, the Customer shall be entitled to return to MASTA 10%, unless otherwise agreed, of the total number of vaccines actually delivered to the Customer as part of the contract order volume, where the customer has placed their full flu order with MASTA for the season and has paid for the invoiced vaccines in accordance with MASTA standard payment terms. In instances where the Customer has also reserved stock in addition to the contract order volume in anticipation of placing an order with MASTA and subsequently confirms it wishes to place an Order in relation to the previously reserved stock, the Customer waives its right to return any of its original contract order volume or the reserve doses delivered.

In order to utilize the returns facility the Customer must contact MASTA and MASTA will, if the return is accepted, issue to the Customer a returns number. MASTA reserves the right if the quantity of returns is low to authorise the return but instruct the Customer to destroy the Goods. Return of Goods will not be accepted without a returns form which must be sent with the returned Goods. All returns must delivered to MASTA by 23th February 2018 to be eligible for credit. All Goods must be returned in unopened and undamaged boxes. Any opened or part boxes will not be eligible for return and/or credit. The Goods must be packed in a sealed box suitable for transportation and ready for collection on an agreed date by a MASTA approved carrier. Goods requiring temperature controlled storage will be accepted as a return to correct a delivery error only provided such Goods have been stored correctly by the Customer.

A credit will be issued by MASTA on authorised returns as follows: Goods authorised for return - 100% allowance Any other goods - no allowance. The following classes of Goods will not be accepted for return: Goods which have been damaged due to improper handling or abuse Goods which have been opened, partly used or from which the seals have been removed or tampered with Goods which have been damaged by water, fire or smoke Goods which have exceeded their guarantee or warranty period Goods which are made to the customers own specification Goods which are sterile or disposable.

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

A person who is not a party to the Contract shall not have any rights to enforce its terms.

A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax.

A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 0; if sent by pre-paid first class post or other next working day delivery service, at [9.00 am] on the [second] Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by by fax, one Business Day after transmission.

The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

MASTA may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the MASTA.