These Conditions will apply to any Contract between LPG and a Customer for the sale of Products.

If you have any questions or want help with an Order, you can contact LPG by e-mailing us at info@lpgclinicswholesale.com

These Conditions are updated by LPG from time to time as set out in clause 13.3. These Conditions were most recently updated in February 2021.

The Customer’s attention is particularly drawn to the provisions of Clause 10.

1. Interpretation
   • Definitions:

• Interpretation:
  • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  • A reference to a party includes its personal representatives, successors and permitted assigns.
  • A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
  • Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  • A reference to writing or written includes fax and email.

2. Basis of contract
   • 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.
   • The Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
   • Orders may be submitted online via the LPG Website by following the sign-in prompt, or by phone at 01484 861 816, (or such other number as LPG may specify). The Order shall be deemed to be accepted on the earlier of LPG:
     • issuing a written acceptance (by email) of the Order; or
     • sending confirmation (by email) that the Products have been dispatched, at which point the Contract shall come into existence.

• The Customer warrants that any information it provides in setting up an account is accurate, complete and not misleading in any way. The customer agrees that when purchasing any products from LPG Clinics Wholesale Ltd that they are fully qualified to use the purchased product and can provide copies of qualification certificates should we require.
• If LPG is unable to accept an Order, LPG will notify the Customer as soon as possible will not accept or process the Order, and the Customer will not be charged for the Product. Circumstances where LPG is unable to accept an Order include where the Product is out of stock, where there are unexpected limits on LPG’s resources, where an error in the price or description of the Product has been identified or where LPG is unable to meet a delivery deadline notified by LPG.
• LPG will assign an order number to each accepted Order and will inform the Customer of the same, and this order number should be used in all correspondence to LPG relating to the Order.

• Any samples, drawings, descriptive matter, packaging or advertising produced by LPG and any illustrations contained on LPG’s Website, its catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force.
• The packaging of any Products may vary from that shown on the LPG Website.
• Once the Order has been accepted by LPG in accordance with clause 2.3, LPG may consider a written request to make changes and at its sole discretion, implement those changes where possible. LPG will notify the Customer as soon as possible of the impact the changes will have upon timing of delivery, changes to the prices under the Order and anything else which would be necessary as a result of the requested changes. If LPG cannot make the change, or the consequences of making the change are not accepted by the Customer, the Customer may cancel the Order and LPG will issue a refund in respect of the same. All requests for changes must be approved by LPG before 4pm on the day before despatch. Any changes requested after 1pm on the day before despatch cannot be accepted by LPG.
• Save as otherwise set out in these Conditions, no Order that has been accepted by LPG may be cancelled except with the written agreement of LPG.
• In the event that LPG agrees that the Customer may cancel an Order in accordance with clause 2.9, the Customer shall indemnify LPG from and against all costs and losses arising out of or in connection with the cancellation of the Order.

3. Products
   • The Customer acknowledges that LPG is not the manufacturer of the Products.
   • All Products are as described in the Specification.
   • LPG reserves the right to amend the Specification of any Products if required by any applicable statutory or regulatory requirements, or where amended by the manufacturer of the Products. LPG will notify the Customer as soon as possible in writing of any changes to the Specification of the Products made by the manufacturers of the Products and the Customer may then contact LPG in writing to cancel the relevant Order to which the amended Product relates, quoting the order number. LPG will issue a refund for any such Products paid for but not received.
   • All Products sold by the Customer shall be sold in the packaging supplied by LPG unless otherwise agreed with LPG in writing. No other or additional markings may be affixed or used in relation to the Products.
   • The Customer shall at all times comply with any specifications, instructions, guidance, standards and directions relating to the Products, including their promotion, distribution, storage, use, administration and sale, as provided by the relevant manufacturer (whether supplied with the Products or in other materials published from time to time). The Customer shall be solely liable for its choice and use of the Products in accordance with the same.
   • Any information provided by LPG as to the storage, application or use of the Products, or suitability of any Product for a particular purpose, is forwarded as guidance only (based on materials provided by the relevant manufacturer) and is followed or acted upon entirely at the Customer’s own risk without liability on LPG’s part. LPG does not offer medical advice on the LPG Website or otherwise.
   • The Customer shall, in exercising its rights under these Conditions, comply with and ensure that each Product sold, administered or otherwise supplied by the Customer is compliant with all applicable laws, regulations, industry standards and codes of practice.
   • The Customer shall ensure that all stocks of Products held by it and sold on to third parties are in date when sold or administered and are sealed in original packaging, which is untampered.
4. Delivery
   • LPG shall deliver the Products to the location set out in the Order or such other location as the parties may agree in writing (Delivery Location) at any time after LPG notifies the Customer that the Products are ready for delivery. The costs of delivery will be as detailed on the LPG Website.
   • The Customer shall be responsible (at its own expense) for complying with any legislation or regulations governing the transportation and importation of Products (including the obtaining of relevant licences, registration permits and permissions), and shall pay any applicable duties, customs clearance costs and import costs (including VAT or any other sales taxes and/or import duties). LPG has no control over these charges and cannot predict their amount. The Customer should contact their local customs office for further information before placing an Order.
   • Delivery of the Products is completed on the commencement of unloading at the Delivery Location.
   • LPG procures Products from the relevant manufacturer. As such, any dates quoted for delivery during the online order process or as otherwise notified to the Customer are approximate only, and the time of delivery is not of the essence. If no dates are specified, delivery will be within a reasonable period.
   • If LPG fails to deliver the Products, 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 Products.
   • LPG shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide LPG with adequate delivery instructions, any errors on the Order, or any other instructions that are relevant to the supply of the Products.
   • If the Customer fails to accept delivery of the Products within 5 Business Days of the time stated for delivery, then LPG may:
     • resell or otherwise dispose of part or all of the Products;
     • after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Products; and
     • without affecting any other right or remedy available to it, cancel the Contract or suspend any further deliveries to the Customer.
   • If LPG delivers up to and including 10% more or less than the quantity of Products ordered, the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Products was delivered, a pro rata adjustment shall be made to the Order invoice.
   • LPG may deliver the Products by instalments, which shall be invoiced and paid for separately. Any failure of or delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
   • LPG may suspend the supply of the Products where the Products or their packaging need to be updated to reflect changes in relevant laws and regulatory requirements or changes required by the manufacturer of the Products.
   • LPG will use reasonable endeavours to contact the Customer as soon as possible to notify it if there will be any suspension of delivery of a Product, unless the issue is urgent. Where LPG has to suspend the delivery of the Product in accordance with clause 4.11, LPG shall adjust the price so that the Customer does not pay for any Products while delivery is suspended. In the event that such delivery is suspended for a period of longer than 30 days, the Customer may cancel the relevant part of the Order to which the cancelled Product relates.
   • LPG may suspend delivery of the Products where payment has not been received 3 Business Days before the estimated delivery date or as otherwise agreed by LPG in writing. LPG will notify the Customer in writing that it will be suspending delivery until such time as payment has been made.
5. Quality & Returns
   • Products LPG sell may come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Products. LPG shall have no liability to the Customer in respect of any Product’s failure to comply with any manufacturer’s guarantee or warranty.
   • LPG warrants that the Products shall, on delivery, up to and including the final day of expiry of the “expiry date” for each relevant Product (warranty period):
     • conform in all material respects with their Specification; and
     • be of satisfactory quality (within the meaning of the Sale of Products Act 1979).
   • Subject to clause 5.4, if:
     • the Customer gives notice in writing to LPG during the warranty period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 2;
     • LPG is given a reasonable opportunity of examining such Products; and
     • the Customer (if asked to do so by LPG) returns such Products to LPG’s place of business at the Customer’s cost, in the original packaging with all seals unbroken; LPG shall, at its option, replace the defective Products, or refund the price of the defective Products in full.

• LPG shall not be liable for the Products’ failure to comply with the warranty set out in clause 5.1if:
  • the Customer makes any further use of such Products after giving notice in accordance with clause 5.3;
  • the defect arises because the Customer failed to follow LPG’s or the manufacturer’s oral or written instructions as to the storage, commissioning, use and maintenance of the Products;
  • the Customer alters such Products without the written consent of LPG;
  • the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions;
  • the Products differ from their Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or
  • where the defect relates to the administration of the Products by the Customer.
• Notwithstanding any other provision in this clause 5, if:
  • the Customer fails to give notice in accordance with clause 5.3.1;
  • Products delivered to the Customer have been sold by the Customer;
  • the Customer fails to return Products to LPG at LPG’s request; or
  • the Customer has altered the Products (including any packaging) in any way, the Customer shall be deemed to have accepted such Products as being in all respects in accordance with the Contract.

• Except as provided in this clause 5, LPG shall have no liability to the Customer in respect of the Products’ failure to comply with the warranty set out in clause 5.2.
• The terms implied by sections 13 to 15 of the Sale of Products Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
• These Conditions shall apply to any replacement Products supplied by LPG.

6. Title and risk
   • The risk in the Products shall pass to the Customer on delivery or deemed delivery.
   • Title to the Products shall not pass to the Customer until the earlier of:
     • LPG receives payment in full (in cash or cleared funds) for the Products, in which case title to the Products shall pass at the time of payment of all such sums; and
     • the Customer resells the Products, in which case title to the Products shall pass to the Customer at the time specified in clause 6.4.
   • Until title to the Products has passed to the Customer, the Customer shall:
     • store the Products separately from all other goods held by the Customer so that they remain readily identifiable as LPG’s property;
     • not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
     • maintain the Products in satisfactory condition, in accordance with any instructions provided by LPG relating to their storage and keep them insured against all risks for their full price from the date of delivery;
     • notify LPG immediately if it becomes subject to any of the events listed in clause 11.1.2 to clause 11.1.4; and
     • give LPG such information as LPG may reasonably require from time to time relating to:
       • the Products; and
       • the ongoing financial position of the Customer.
     • Subject to clause 6.5, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before LPG receives payment for the Products. However, if the Customer resells the Products before that time:
       • it does so as principal and not as LPG’s agent; and
       • title to the Products shall pass from LPG to the Customer immediately before the time at which resale by the Customer occurs.
     • At any time before title to the Products passes to the Customer, LPG may:
       • by notice in writing, terminate the Customer’s right under clause 6.4 to resell the Products or use them in the ordinary course of its business; and
       • require the Customer to deliver up all Products in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.

7. PRODUCT RECALL
   • If LPG is the subject of a request, court order or other directive of a governmental or regulatory authority or a request from the manufacturer of any Products to withdraw any Products from the market (Recall Notice) it shall immediately notify the Customer in writing enclosing a copy of the Recall Notice.
   • If the Customer is the subject of a Recall Notice, it shall immediately notify LPG in writing enclosing a copy of the Recall Notice.
   • Unless required by law, the Customer may not undertake any recall or withdrawal without the written permission of LPG and only then in strict compliance with LPG’s instructions about the process of implementing the withdrawal.
   • LPG may issue a notice to recall or withdraw products from the market (LPG Recall Notice) if:
     • the supply or use of the Products infringes, or may infringe, a third party’s intellectual property rights;
     • the Products are, or may be, unsafe;
     • the Products are, may be, or may become illegal or non-compliant with any law, regulation or government agency or industry standard;
     • a defect in the Product may cause harm to LPG’s reputation or brand; or
     • any other reasonable ground.
   • The Customer must:
     • comply with any Recall Notice or LPG Recall Notice; and
     • give such assistance as LPG reasonably requires to recall or withdraw the Product(s) from the market, and comply with LPG’s instructions about the process of implementing that recall or withdrawal.

8. Price and payment
   • The price of the Products shall be the price set out in the Order or an invoice, or, if no price is quoted, the published price as detailed on the LPG Website in force as at the date LPG accepting the Order.
   • LPG take all reasonable care to ensure that the price advertised is correct. However, it is possible that despite LPG’s reasonable efforts the price provided may be incorrect. In the event that LPG have advertised the wrong price, it shall contact the Customer to ask whether they wish to proceed with the Order at the correct price. If the Customer agrees to proceed at the correct price, LPG shall refund (where the correct price is lower) or charge (where the correct price is higher) the Customer the difference between any amount paid and the correct price. If the Customer is not happy to proceed, or LPG is unable to obtain instructions from the Customer, LPG shall cancel the Contract and refund any sums already paid for Products not delivered.
   • LPG may, by giving notice to the Customer at any time up to 10 Business Days before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
     • any factor beyond LPG’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
     • any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Specification; or
     • any delay caused by any instructions of the Customer or failure of the Customer to give LPG adequate or accurate information or instructions.
   • The price of the Products:
     • excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to LPG at the prevailing rate, subject to the receipt of a valid VAT invoice; and
     • excludes the costs and charges of packaging, insurance and transport of the Products (including any costs in relation to transport across international borders), which shall be invoiced to the Customer.
   • LPG shall invoice the Customer for the Products at the point of acceptance of the Order in accordance with clause 2.3.
   • Payment is required in advance and unless otherwise agreed by LPG in writing, the Customer shall pay each invoice submitted by LPG:
     • immediately;
     • in pounds sterling; and
     • in full and in cleared funds to a bank account nominated in writing by LPG, and time for payment shall be of the essence of the Contract.

• If the Customer fails to make a payment due to LPG under the Contract by the due date, then, without limiting LPG’s remedies under clause 11 (Termination), 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 8.7 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%.
• 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).

9. INDEMNITY
   • The Customer shall indemnify LPG against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by LPG arising out of or in connection with:
     • the Customer’s exercise of its rights granted under these Conditions;
     • the Customer’s breach or negligent performance or non-performance of these Conditions, including any claim relating to the storage and administration of the Products or arising as a result of failure to follow manufacturer guidance, instructions and recommendations;
     • any claim made by a third party for death, personal injury or damage arising out of or in connection with:
       • defective Products; and
       • administration, use, handling or storage of the Products to the extent the defect in the Products is attributable to the acts or omissions of the Customer, its employees, agents, sub-licensees or subcontractors: this indemnity shall not cover LPG to the extent that a claim under it results from LPG’s negligence or wilful misconduct.

10. Limitation of liability
    • The restrictions on LPG’s liability in this clause 10 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • Nothing in the Contract limits or excludes LPG’s liability for:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 12 of the Sale of Products Act 1979; or
      • defective products under the Consumer Protection Act 1987.
    • Subject to clause 10.2, LPG’s total liability to the Customer shall not exceed 120% of the total charges under the Order to which the liability related.
    • Subject to clause 10.2, LPG accepts no liability for:
      • the following types of wholly excluded loss:
        • loss of profits;
        • loss of sales or business;
        • loss of agreements or contracts;
        • loss of anticipated savings;
        • loss of use or corruption of software, data or information;
        • loss of or damage to goodwill; and
        • indirect or consequential loss,
      • the unavailability of materials and/or Products from the relevant manufacturer;
      • any loss arising out of or in connection with professional incompetence of the Customer or a third party; and
      • the Products being subject to improper or negligent use, (including where used with other products which are inappropriate) or used other than in accordance with manufacturer instructions and guidance.
    • This clause 10 shall survive termination of the Contract.
11. Termination
    • Without limiting its other rights or remedies, LPG may terminate this Contract with immediate effect by giving written notice to the Customer if:
      • 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 30 days of that party being notified in writing to do so;
      • 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;
      • the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
      • 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.
    • Without limiting its other rights or remedies, LPG may suspend provision of the Products under the Contract or any other contract between the Customer and LPG if the Customer becomes subject to any of the events listed in clause 11.1.2 to clause 11.1.4, or LPG 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.
    • Without limiting its other rights or remedies, LPG 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.
    • On termination of the Contract for any reason the Customer shall immediately pay to LPG all of LPG’s outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, LPG shall submit an invoice, which shall be payable by the Customer immediately on receipt.
    • Termination or expiry 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 or expiry.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
12. Force majeure
    • If either party is prevented, hindered or delayed in the performance of any of its obligations under the Contract (in whole or in part) by a Force Majeure Event, or if such performance is rendered more onerous (in whole or in part), it shall have no liability or be deemed to be in breach of the Contract in respect of the performance of such of its obligations as are prevented by the Force Majeure Event during the continuation of such Force Majeure Event, and for such time after they cease as is necessary for that party, using all reasonable endeavours, to recommence its affected operations in order for it to perform its obligations, and the time for performance of any obligations shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or prevented.
    • If the period of delay or non-performance continues for 4weeks, the party not affected may terminate the Contract by giving 30 days’ written notice to the affected party.
    • For the avoidance of doubt, the occurrence of a Force Majeure Event shall not release the Customer from its obligation to pay any sums due under the terms of the Contract.
13. General
    • Assignment and other dealings.
      • LPG 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.
      • 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 LPG.
    • Entire agreement.
      • This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      • Each party agrees that it shall have no remedies in respect of 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 or negligent misstatement based on any statement in the Contract.
    • LPG’s right to vary these Conditions. LPG may amend these Conditions from time to time. These Conditions state at the beginning when they were last updated. Every time a Customer places an Order with LPG, the Conditions in force at the time of that Order will apply to the Contract between the Customer and LPG.
    • No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    • 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 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 13.6 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.
    • • Any notice given to a party under or in connection with the Contract shall be in writing and shall be 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 such other address as that party may from time to time notify in writing.
      • Any notice shall be deemed to have been received:
        • if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
        • 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 at the time recorded by the delivery service.
      • 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.
      • A notice given under the Contract is not valid if sent by email.
    • Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
    • 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.
    • Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.