TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS 


The customer's attention is drawn in particular to the provisions of clause 8.

1. Interpretation
1.1 Definitions: 
 Apps: the apps developed by the Supplier to be loaded onto the PDA devices one with scan to shelf app the other with scan to shelf and delivery app..
 Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
 Business Hours: the period from 9.00 am to 5.00 pmon any Business Day.
 Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.4.
 Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
 Customer: the person or firm who purchases the Goods from the Supplier.
Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
 Goods: the PDA devices.
 Order: the Customer's order for the Goods, as set out in the Customer's written acceptance of the Supplier's quotation.
 PDA devices: two brand new personal digital assistant devices (the exact specifications for which are set out in the Schedule of Goods) onto which the Supplier will have pre-installed and configured the appropriate Apps.  
 Schedule of Goods: the schedule of goods set out on the Website as updated from time to time.
 Specification: any specification for the Goods, including any related plans and drawings, that is set out in the Schedule of Goods..
 Supplier: Pharmace Digital Limited (registered in England and Wales with company number 15098599) whose registered office is at Southtown Farm, Southtown Lane, West Pennard, BA6 8NS.
 Warranty Period: is a period of 12 months from the date of delivery of the Goods at the Delivery Location.
 Website:the Supplierís website www.pharmace.co.uk
1.2 Interpretation: 
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 
(b) A reference to a party includes its personal representatives,successors and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or writtenincludes email .
2. Basis of contract
2.1 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 law, trade custom, practice or course of dealing. 
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification (agreed in writing by the Supplier) are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance (Acceptance) of the Order, at which point the Contract shall come into existence.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 Days from its date of issue.
3. Goods and delivery
3.1 The Goods will be configured and tested by the Supplier and will be despatched to the Customer at its place of business (Delivery Location) by recorded delivery or such other delivery method as the Supplier may choose from time to time.
3.2 Delivery is completed on the receipt by Customer of the Goods at the Delivery Location.
3.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
3.4 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
3.5 If the Customer fails to acceptdelivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 a on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
. 
4. Quality
4.1 The Supplier warrants that on delivery, and for theWarranty Period  the Goods shall:
(a) conform in all material respects with their description as set out in the Schedule of Goods; and
(b) be free from material defects in design, material and workmanship.
4.2 Subject to clause 4.3, if:
(a) the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that the Goods do not comply with the warranty set out in  clause 4.1 
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
4.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(f) the Goods differ from their description the Specification] as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
4.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
4.5 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.
4.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
5. Title and risk
5.1 The risk in the Goods shall pass to the Customer on completion of delivery.
5.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods.
5.3 Until title to the Goods has passed to the Customer, the Customer shall: 
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d); and
(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer.
6. Price and payment
6.1 The price of the Goods shall be the price set out in the Order.
6.2 The Supplier may, by giving notice to the Customer at any time up to seven Business Days 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 the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or 
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions. 
6.3 The price of the Goods: 
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
6.4 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery. 
6.5 The Customer shall pay each invoice submitted by the Supplier:
(a) On Acceptance; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence of the Contract.
6.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
6.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. Limitation of liability
7.1 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
7.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987. 
7.3 Subject to clause 8.2, the Supplier's total liability to the Customer shall not exceed the value of the Goods supplied.
7.4 Subject to clause 8.3, the following types of loss are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
7.5 This clause 8 shall survive termination of the Contract.
8. Termination
8.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction]; 
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
8.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
8.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
8.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
8.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination [or expiry], including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination .
8.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
9. Force majeure
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event.
10. General
10.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, 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 Supplier.
Entire agreement.
(a) The Contract constitutes the entire agreement between the parties.
(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation  based on any statement in the Contract.
10.2 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
10.3 Waiver.
(a) Awaiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. 
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. 
10.4 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.If any provision of the Contract is deemed deleted under this clause 11.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
10.5 Notices.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or 
(ii) sent by email to the following addresses (or an address substituted in writing by the party to be served): 
Supplier:the email address set out in the Website
Customer: email address form which the Order was placed.
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) 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; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume. 
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
10.6 Third party rights.
(a) TheContract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
10.7 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
10.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Appendix
Schedule of Goods


Subscription ñ Schedule of Goods.

Subscriptions are on a rolling monthly contract and may be cancelled at any time. Each payment is in advance, and cancellation will allow the software and apps to be used up to and including the last day of the month.

Each subscription will allow a single physical pharmacy at one location or single pharmacy branch at one location:

1. Access to www.app.pharmace.co.uk through a username and password supplied by Pharmace. 

Access can be made from any number of devices (PCs, Macs tablets or other devices) required for pharmacy activities at that site. 

2. The scan to shelf app
 
This app is designed to run on a specific Pharmace barcode scanner PDA device, which will be supplied pre-installed, configured and supported by Pharmace. † We cannot offer support for devices not supplied by us.

        Although any device we supply will have the app suite pre-installed, the subscription will allow the purchase of additional devices from Pharmace 
i) Any number of devices may be in used concurrently for the activities of the physical pharmacy.  
ii) All the devices must be associated and in use by the pharmacy location holding the subscription. 


2. The delivery app 

This app is designed to run on 

        i) Iphone
        ii) Android devices
           iii) A Pharmace barcode scanner specific barcode scanner PDA device, which will be supplied pre-installed, configured and supported by Pharmace. † The app may run on other barcode PDAs, and we will make every reasonable attempt to assist in configuration of these devices by telephone , but are unable to guarantee it will work effectively and we cannot offer support for devices not supplied by us.

        
         The subscription will provide the pharmacy with access to a download site, and the app may be downloaded onto multiple devices, the only limits being 
iii) Any number of devices required for the activities of the pharmacy holding the subscription may have the software installed.
iv) All the devices must be associated and in use by and for the purpose of the activities of the pharmacy location holding the subscription. 


PDA devices supplied by Pharmace.

After ordering, these devices will be configured and tested by Pharmace prior to dispatch to you.  
All devices will be brand new and send out to you by Royal Mail. 

Pharmace include telephone support of all of the Pharmace suite of software, and support in use of the physical devices.

In the unlikely event of a PDA device malfunction, once we have notification of an issue which cannot be resolved in a reasonable length of time through telephone support, we will arrange the dispatch of a replacement by first class post and include pre-paid packaging for the return of the failed device to us.   

If within the guarantee period of the device which is one year, there will be no charge for this service and the pharmacy may permanently keep the replacement device.

If outside of the guarantee period, there will be an additional charge for the replacement device at the  Pharmace price at that time, and this will be invoiced separately from the subscription.

The brief specification of the PDA device is as follows ñ

CE certified.
OS Version Androidô12.0 
Memory 4GB RAM+64GB ROM 
TF card 
Support GPS 
Support GPS L1+L5/ Beidou L1+III B2A/Galileo L1+Ea5 /GLONASS/AGPS 
WLAN Support 2.4/5GHz dual-band 
WIFI Support 802.11ax Wi-Fi6 
SIM Card type 5G 
Audio Speaker Single speaker 8?, 0.8W (MAX:1W) 
Multi-touch,IC:GT911 
Cover plate material Corning GG3, Reinforced glass cover plate, fully fitted, 
1.1mm Camera Front Mega pixel:5mp, Lens: FF fixed,F2.4,IC:GC5035 Rear Mega pixe:13mp, Lens: AF, F2.4,IC:IMX135 Flashlight Support Battery External detachable 4000mAh gel polymer battery, 4.35V (3.8V), 
10K NTC resistance Fingerprint module Standard Interface:SPI, 
Sensor?FT9371L6 Scan module Standard CM60 Optional 2D: Honeywell, N6603, MIPI interface, soft decoding Zebra, SE4710, MIPI interface, soft decoding RFID handle Code scanning handle (optional) 2PIN mechanical button handle with complete machine lock UHF RFID handle (optional) Module: IC PR9200 1-4.5M code reading distance IC R2000 8-18M code reading distance Heat dissipation: CNC aluminum alloy fin heat dissipation 

Each device is supplied complete with charging cradle:

Cradle DC 5V/2A battery charging slot * 1+ complete machine charging slot * 
Dimension 162.5 x 77.5 x 14.6mm 
Waterproof IP68 


Multiple branches or pharmacies

Should you require scan to shelf and delivery to more than one physical pharmacy, either a separate pharmacy or another branch in a group,  a separate subscription and start up cost will be required for each physical site using the software, and each site will be provided with its own hardware as described above.


Cancellation of the subscription

If the subscription is cancelled the physical devices will remain your property.

The scan to shelf and delivery apps will cease to work at the end of the cancellation month.

Access to the website will still be available, and the data within it not erased, until 7 years after the cancellation date at which time the data will be permanently erased. We will contact you in good time before this occurs to give you notice.



 




1