Customer Terms & Conditions

Centaur Services Ltd – Terms & Conditions
1. General  These terms and conditions (the "Contract") apply to every quotation or sale of goods or products ("Goods") by Centaur Services Limited or any other company in the same group of companies as Centaur (“the Company") and each order from the veterinary practice (member or non-member) or other buyer ("the Customer") accepted by the Company for the supply of Goods unless they are varied in writing by the Company. This Contract governs each contract and purchase of Goods to the exclusion of all other terms and conditions subject to which the Customer purports to make an order, or which may be implied by trade, custom, practice, law (to the extent legally permissible to do so) or course of dealing. The Company shall be under no obligation to accept any order and no binding contract arises between the Company and the Customer until the Company has accepted each order. The Customer shall ensure each order is complete and accurate. The Company’s employees or agents are not authorised to make any representations concerning the Goods, the Price of Goods, or discounts, unless confirmed by the Company in writing.  Any discounts offered to the Customer by the Company's employees or agents must be confirmed in writing by the Company.  By purchasing Goods from the Company, the Customer agrees to this Contract. ‘Writing’ includes telex, cable, facsimile transmission, e-mail or similar means of communication.  
2. Breakages and Shortages In the case of obvious shortages or suspected damage to deliveries of Goods, the driver’s delivery note must be signed accordingly by the person accepting the delivery on behalf of the Customer. All claims for broken or missing Goods should be reported to the Customer Services Department within 24 hours of the date of delivery. Where independent transport is used, failure to sign or indicate on delivery notes any shortage and/or damage will invalidate the Company’s claim against the carrier involved and therefore the Customer’s claim against the Company.  Failure to act in accordance with this Section 2, both in manner and within the time periods specified, shall be an unconditional waiver of any claim for shortage or suspected damage.
3. Returned Goods Policy   The only mechanism for returning product is by completion of a Company approved returns slip (“Returns Slip”), which is generated via myCentaur. The returns slip must accompany all goods which are sent back to Centaur for a credit to be approved and recorded on a Customer’s account.
3.1 Goods will only be accepted for return for credit in the following circumstances:
a) To correct a Company delivery or fulfilment error b) In response to a recall instigated by a manufacturer c) Where the Goods or packages were faulty, damaged or tampered with prior to delivery d) Where the Company agrees, in advance of their return, to accept Goods not covered by any of the above criteria.  Note, Cold Chain products are non-returnable e) Goods must be stored and appropriately packaged for transit in accordance with manufacturers’ recommendations to ensure that no damage or temperature deviation is caused during their return to the Company
3.2 Goods Returned to Correct a Company Error
a) The Goods must be returned within 5 working days of receipt. Goods requiring temperature controlled storage must be notified to the Company on the day of delivery,  and must have been stored in accordance with the manufacturer’s recommendations whilst on the Customer’s premises or in Customer’s possession or control, and to which a signed statement to that effect will be required. We may also request evidence of temperature monitoring. Wherever possible they should be handed back to the driver at the point of delivery and not signed for. Goods must be stored and appropriately packaged for transit in accordance with manufacturers’ recommendations to ensure that no damage is caused during their return to the Company

b) All returned Goods must be in perfect original condition: not marked in any way; should not show any evidence of being tampered with, including the opening of the outer packaging of the Goods; carry a product licence number where appropriate. Goods will not be accepted for return for credit if the inner or outer packaging has been opened

c) Except in cases where the Goods remain in the control of the Company driver at time of delivery, the Goods must be accompanied by a fully completed ‘Returns Slip’ showing:

i) The name, address and account number of the Customer returning the Goods

ii) The quantity, description, strength and pack size of the Goods

iii) The number of the specific invoice on which the Goods were supplied iv) The reason for the return as per the reason codes on the Returns Slip and obtain the collecting driver’s signature 
Goods sent back without appropriate returns documentation, where the customer cannot be identified, will be returned to stock or destroyed after seven days and will not be eligible for credit.
3.3 Returns in Response to a Product Recall (“Recall”)
a) Recall arrangements for medicinal Goods are dictated by the product licence holder, MHRA, VMD or other regulatory body. Returned Goods will be accepted only in accordance with the specific instructions relating to each Recall.

b) Goods must be packed separately, clearly identified as a product recall, and accompanied by the appropriate recall paperwork showing the Batch Number where appropriate and for the attention of the Regulatory Department.

c) Credit will be issued only as authorised and specified by the manufacturer.
3.4 Returns where the Goods or packages are deemed to be faulty, damaged or tampered with prior to delivery by Centaur
a) Details of the deemed fault or damage should be notified to the Company within 5 working days or sooner in order that the manufacturer can be alerted if appropriate. This does not preclude the Customer from dealing directly with a manufacturer on grounds of patient safety, although it is imperative that the Company’s Customer Service department be advised of the issue to enable other stock to be checked.

b) Goods returned for this reason must be packed separately and accompanied by a separate Returns Slip.

c) Where the fault is the manufacturer’s responsibility, credit will only be given as authorised and specified by the manufacturer.
3.5 The Company may, in its sole discretion, agree to accept the return of Goods not covered by any of the criteria recited in clauses 3.1 - 3.4, but in no event will the Company accept returns for credit after 4 weeks from the date of purchase.  Please note: Goods returned under this category must be accompanied by a Returns Slip, consigned carriage paid, and may, at the Company’s election, be subject to a handling charge and a restocking fee of up to 20% of the invoiced price. 
3.6 Goods returned to stock
Goods returned by Customer for any of the above reasons will only be considered for credit if:

a) it is known that they have been stored in accordance with the manufacturer’s datasheet requirements and the Returns Slip is signed to that effect.

b) they have been assessed and accepted by a person authorised by the Company so to do. The assessment will take into account the nature of the Goods, any special storage conditions required and the time elapsed since the Goods were supplied.
3.7 Special Orders
Special Orders will not be accepted for return or credit unless supplied as a result of a Company error. With Company errors, the Goods must be returned within 5 working days of receipt in order to accepted for credit. 
3.8 Packaging
All returned Goods must be securely packaged to prevent damage or temperature deviation outside manufacturers’ recommendations during the return journey. Failure to do so will render the Goods ineligible for credit.
3.9  Short dated Goods. 
Short-dated Goods are determined as Goods with less than 28 days of shelf life remaining at the time of delivery to the Customer, or less if the manufacturer has specifically requested that goods be sold with less than 28 days of shelf life remaining.  There are some natural exceptions which can be advised by Customer Service where products are manufactured with very short shelf life. The Customer may not return any Goods due to the remaining or expired shelf life so long as such Goods were not Short-dated Goods as of the date of delivery to Customer.
4. Price of Goods - Goods will be invoiced at the prevailing price as set out the Company's electronic price list in force as at the date of order, together with any applicable delivery costs. The Company may invoice the Customer for the Goods on or at any time after the completion of delivery. The Company may charge the Customer for any expenses or costs incurred due to:

(a) any request by the Customer to change the delivery date, quantities or types of Goods ordered; or

(b) any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions. The price is exclusive of any Value Added Tax or other taxes related to the Customer’s purchase of the Goods, which the Customer shall be additionally liable to pay the Company.
5. Terms of Payment 5.1 The Customer shall pay the amount of the invoice by direct debit or similar method acceptable to the Company on or before the 15th of the month following the date of the Company’s invoice unless otherwise agreed in writing by the Company. Time of payment is of the essence. If the Customer fails to pay on the due date, the Company reserves the right to:

a) Suspend any further deliveries to the Customer

b) Appropriate any payment raised by the Customer to such of any other invoices raised by the Company for Goods supplied to the Customer as the Company may think fit, notwithstanding any purported appropriation by the Customer and:-

c) Charge the Customer interest (both before and after any judgement) on amounts unpaid at the rate of 4% per annum above the base rate of the Bank of England until payment is made in full. Notice of interest charges will be served in writing on the Customer.

5.2 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company 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 the Company to the Customer.
6. Delivery The Company shall deliver the Goods to the delivery location as set out in the relevant order unless the Customer elects to pick-up the Goods at the Company’s warehouse. Any dates quoted for delivery of the Goods are to be treated as estimates only and the Company shall not be liable for any loss, damage or expenses incurred by the Customer arising from delay in delivery of the Goods howsoever caused, and time of delivery is not of the essence. Where Goods are delivered in instalments, each delivery constitutes a separate contract and the Company’s failure to deliver instalment(s) in accordance with this Contract does not entitle the Customer to cancel the order.  Delivery is completed on the completion of unloading the Goods at the delivery location, or where the Customer is to pick-up the Goods at the Company's warehouse then delivery is completed by the Company making the Goods available for pick-up at the collection point in the Company's warehouse. If the Customer fails to take delivery of the Goods, the Company may store the Goods until actual delivery and charge the Customer all additional costs incurred or sell the Goods.  The Company will only deliver medicinal Goods to sites authorised by the Royal College of Veterinary Surgeons (RCVS) and/or Veterinary Medicines Directorate (VMD) to receive them.   
7. Bar Codes Applied by the Company to Paperwork The Company uses all reasonable skill and care in providing relevant information through the tote list bar codes, but can accept no liability for any such information that is inaccurate. The Customer should use their own expertise to ensure that the information provided by and within the bar code is correct.
8.  Warranty and Liability

8.1 Limited Warranty.  The Goods are as described in the relevant Order. The Company warrants that on delivery the Goods shall conform with their description in the relevant Order and be free from material defects in design, material and workmanship. Terms and warranties implied by law (including without limitation sections 13 to 15 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law and to the extent legally permissible to do so, excluded from the Contract.  

8.2 Remedies.  In the event that the Goods fail to comply with the warranties listed in clause 8.1 above, the Customer shall give notice in writing to the Company within 5 days that some or all of the Goods do not comply with the warranties listed in clause 8.1 above. The Company shall be given a reasonable opportunity to examine such Goods (and the Company has the right to request that the Customer returns the relevant Goods to the Company for these purposes at the Customer's sole cost and expense). If the Company determines that the Goods are not in compliance with the warranties listed in clause 8.1 then the Customer’s sole remedies under this Contract are to return the Goods to the Company for refund of the purchase price, or to repair or replacement of the nonconforming Goods. The Company has the exclusive right to select the remedy.  The Company shall not be liable for the Goods' failure to comply with the warranties as set out in clause 8.1 where:

(a) the Customer makes any further use of such Goods after giving notice of the defects to the Company in accordance with this clause 8.2;

(b) the defect arises because the Customer failed to follow the Company's oral or written instructions as to the storage, commissioning, installation, use and/or maintenance of the Goods or good trade practice in relation to the same;

(c) the Customer alters or repairs such Goods without the written consent of the Company;

(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(e) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. 

8.3 Liability. 

8.3.1 Nothing in this Contract shall limit or exclude the Company’s liability for:

(a) death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

(d) any matter in respect of which it would be unlawful for the Company to exclude or restrict liability. 

8.3.2 Subject to clause 8.3.1, the Company shall under no circumstances whatsoever 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 Contract.

8.3.3 Subject to clause 8.3.1, the Company'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 amounts paid by the Customer to the Company under the Contract. 
9. Title and Risk

9.1 Unless otherwise agreed in writing between the parties prior to delivery, the title to the Goods shall not be transferred to the Customer until the earlier of: (a) the Company receiving payment in full for the Goods, in which case title to the Goods shall pass at the time of payment; and (b) the Customer resells the Goods in the ordinary course of business at market rates, in which case title to the Goods shall pass to the Customer immediately before the time at which the resale by the Customer occurs.

9.2 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 Company'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 Company immediately if it becomes subject to any of the events listed in clause 11.1; and (e) give the Company such information relating to the Goods and the Company may require from time to time.
9.3  If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 11.1 then, without limiting any other right or remedy the Company may have, the Company may at any time:

(a) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and

(b) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

9.4 The risk of loss or damage to the Goods shall pass to the Customer upon delivery to the Customer or its agent or if the Customer does not take delivery, when the Company tenders delivery.
10. Force Majeure The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as (non-exhaustive) causes beyond the Company’s reasonable control:

a) Act of God, explosion, flood, tempest, fire or accident;

b) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or third parties);

c) war or threat of war, sabotage, acts of terrorism, insurrection, civil disturbance or requisition;

d) import or export regulations or embargos; e) difficulties in obtaining raw materials, labour, fuel, parts or machinery; and

f) power failure or breakdown in machinery.
11. Termination

11.1 Without limiting its other rights or remedies, the Company 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 30 days of that party being notified to do so;

b) the Customer fails to pay any amount due under the Contract on the due date for payment;

c) the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of a solvent amalgamation or reconstruction);

d) an encumbrancer takes possession, or a receiver is appointed, over any of the property or assets of the Customer;

e) the Customer becomes unable to pay its debts as they become due;

f) the Customer ceases, or threatens to cease, to carry on business; or

g) the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

11.2 If any of the events in clause 11.1 apply then, without prejudice to any other right or remedy available to the Company:

(a) the Company shall be entitled to suspend any further deliveries under the Contract without liability to the Customer; and

(b) 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. 11.3 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of Contract that existed at or before the date of termination. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect. 
12. Indemnity The Customer agrees to indemnify the Company against all loss, damage, costs, legal costs and professional and other expenses of any nature whatsoever incurred or suffered by the Company or by a third party as a result of the use of the Goods, the breach of any legislation relating to the possession, storage, supply or use of the Goods or as a result of any breach of the Contract by the Customer.
13. Jurisdiction This 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 construed in accordance with and governed by the laws of England and Wales.  Each of the parties irrevocably submits for all purposes in connection with this Contract (including non-contractual disputes or claims) to the exclusive jurisdiction of the Courts of England and Wales.
14. Use of Sales Data We will supply details of your veterinary practice’s purchases of veterinary Goods to veterinary products manufacturers and to organisations such as GFK Animal Health Limited (which is a company specialising in processing data of this nature). These data organisations record your purchase volumes and allow manufacturers to calculate any payment accruing to your practice from their rebate schemes. Additionally the data is used to support sales’ management and marketing by the manufacturers and by us. The Company may also contribute the data to a separate database relating to analysis of industry trends but, in such event, will present the data in aggregate form only and will not include any information that would identify the Customer’s veterinary practices. The Customer grants to the Company a non-exclusive, irrevocable, worldwide licence to use details of the Customer's practice, purchasing data, sales data and volume data in support of the activities referred to in this clause 14 and for the Company's own internal business purposes. 
15. Legal Compliance Customer represents, warrants and covenants that it has and will maintain all licenses, certificates and other authorizations, including veterinarian licenses, as are required for Customer to purchase, handle, possess or use any of the Goods and that Customer’s purchasing, handling, possession and use of the Goods will strictly comply will all applicable laws, regulations, rules and ordinances.
16. General 16.1 This Contract and the order (but excluding any conditions of purchase which shall not apply) set out the entire agreement between the parties with respect to the Goods 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 this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Contract.
16.2 The Company reserves the right to change these terms and conditions of trading without notice, subject only to subsequent notification within a reasonable time period.
16.3 The Company 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 Company.
16.4 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 16.5. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
16.5 Each party may disclose the other party's confidential information: (a)to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract; provided that each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with clause 16.4; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.6 A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not: (a) waive that or any other right or remedy; nor (b) prevent or restrict the further exercise of that or any other right or remedy. 
16.7 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.
16.8 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, or fax or email. 
16.9 A notice or other communication shall be deemed to have been received: (a) if delivered personally, when left at the address referred to in clause 16.8; (b) 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; (c) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or (d) if sent by fax or email, one business day after transmission.
16.10 The provisions of clauses 16.8 and 16.9 shall not apply to the service of any proceedings or other documents in any legal action.
16.11 No one other than a party to this Contract shall have any right to enforce any of its terms.