1. Scope
1.1 Without prejudice to the application of any conditions stipulating the contrary included in a separate written agreement, the following general sales conditions are applicable to all offers, estimates or agreements with Metagenics UK Limited (company number 1807526) with its registered address at Meridian House, Botany Business Park, Whaley Bridge, High Peak, SK23 7DQ, United Kingdom and VAT number 405825461, (hereinafter "Metagenics").
1.2 The co-contractant (called the “Customer” hereafter) acknowledges and accepts these general conditions purely by the fact of the order placed by them. Acceptance of these general conditions also implies that the Customer entirely relinquishes the application of their own general (purchasing) conditions.
1.3 If a clause of these general conditions should prove unenforceable or is in contravention of an imperative legal clause, then this shall not affect the validity and enforceability of the other clauses of these general conditions nor shall it affect the validity and enforceability of that part of the clause concerned that is not unenforceable or in contravention of imperative law. The unenforceable or contrary clause shall automatically be considered to have been replaced by an enforceable and legally valid clause that fits as closely as possible to the purpose and scope of the original clause.
2. Offers
2. Any delivery and execution periods included in offers or estimates from Metagenics are purely for informative purposes and are not binding to Metagenics.
3. Complaints
3.1 Any complaints concerning faults in relation to the goods delivered must always be sent within eight (8) days by registered letter to the registered office of Metagenics. The Customer must describe the faults clearly. In the absence of a clear description the complaints cannot be accepted by Metagenics.
3.2 Goods that were damaged, made incomplete, opened or used by the Customer cannot be returned to Metagenics. These returned goods shall remain available to the Customer for a short period and shall not suspend the payment obligations of the Customer in any way.
4. Payment conditions
4.1 The invoices issued by Metagenics are always payable cash at their registered office at the latest thirty (30) days after the date of the invoice and in the currency indicated on the invoice. Invoices must be disputed within five (5) days after receipt of the invoice. However invoice disputes do not suspend the payment obligations on the part of the Customer.
4.2 In the case of full or partial non-payment of the invoice on the due date, the Customer is lawfully and without any prior notification subject to payment of interests for late payment at 12% per annum and this until full payment of the invoiced amount. Each month started is considered a fully month for the calculation of the interests.
4.3 Furthermore in the event of non-payment of the invoice on the due date the Customer shall lawfully and without any prior notification owe fixed compensation £40 if the debt is up to £999.99; £70 if the debt is between £1,000 and £9,999.99 or £100 if the debt is £10,000.00 or more. Metagenics reserves the right to claim reasonable recovery costs.
4.4 In the case of non-payment of an invoice all other debts outstanding to Metagenics from the Customer shall lawfully and without prior notification become immediately payable. In that case Metagenics furthermore reserves the right to suspend execution of all current orders and to do so without prior notification and without any compensation for damages.
5. Ownership and risk
All goods remain the property of Metagenics until full payment of the goods delivered. Notwithstanding the aforementioned, the risks of loss or destruction of the goods sold shall be borne in full by the Customer from the moment the sold goods are delivered to them.
6. Liability
6.1 Metagenics (including its employees or representatives) may only be held liable for damage caused by itself due to deliberate fault or fraud. Metagenics cannot be held liable for any other faults (including serious faults).
6.2 If Metagenics should be held liable in relation to the Customer, then this liability is limited to the amount equal to the value of the invoice concerning the product by which the damage was caused. Metagenics cannot under any circumstances be held liable for indirect damage, including, yet not exclusively, consequential damage and loss of profit or turnover.
6.3 Barring explicit agreement otherwise between the parties, Metagenics is not considered to have any knowledge of or to have taken account of the specific application the Customer will make of the purchased goods and Metagenics may therefore not be held liable for this. The Customer is exclusively liable for how he uses the purchased goods and/or the purposes for which he uses these goods. Metagenics cannot be held liable either for any damage resulting from the use of the sold goods combined with other products or materials.
7. Criteria for resale of goods
7.1 The Customer may sell the goods online via their own website if such website meets the requirements set by Metagenics (as applicable), including where such sales are generated through permitted forms of online advertising (e.g., online display, search and social media advertising).
7.2 The Customer is not permitted to sell goods on a third-party online marketplace, except as expressly authorised by Metagenics.
8. Sales and delivery to third parties
8.1 The sale, delivery or putting the goods delivered by Metagenics to the Customer at the disposal of third parties, including trade customers, in any other way must be realised in the original packaging from Metagenics and in an undamaged composition of the goods per unit, without the Customer having changed or had anything changed to the composition and the packaging.
8.2 The Customer undertakes to impose the stipulations of this clause onto their customers as well, by means of a chain clause. If and insofar as the Customer fails to comply with this obligation, and/or the customers of the Customer fail to comply with the chain clause imposed in such a way, the Customer shall be held fully liable for all damages suffered by Metagenics as a result and he shall fully indemnify and compensate Metagenics.
8.3 The Customer undertakes to impose the stipulations of article 7 onto their trade customers. If the Customer sells Metagenics goods to trade customers for onward retail sale, the Customer must inform such trade customers that the retail sale of those goods must comply with the criteria stipulated in article 7 of these general conditions and in particular with the prohibition to sell Metagenics goods on third-party online marketplaces. If a trade customer does not accept the online criteria or violates the online criteria repeatedly, the Customer must stop selling to such trade customer.
8.4 The Customer is required to disclose the name and address of trade customers to whom he is selling Metagenics goods upon request if this information is required for monitoring and enforcing the resale criteria by Metagenics.
9. Indemnification and recall
9.1 The Customer shall indemnify Metagenics for any claims by third parties damaged in connection with the execution of the agreement and for which the cause is not attributable to Metagenics in accordance with article 6 of these general conditions.
9.2 Metagenics may oblige the Customer to remove goods from the market, which it placed on the market and on which a fault is found or on which a fault threatens to become known, within a reasonable period to be stipulated by Metagenics (recall). Metagenics cannot be held liable for any costs resulting from the recall of the Customer's goods.
10. Applicable law / court jurisdiction
10.1 All agreements to which these general conditions are applicable, as well as all other agreements resulting from it, are governed exclusively by the law of England and Wales. The application of the Vienna Sales Convention is excluded.
10.2 All disputes concerning agreements subject to these general conditions are under the exclusive jurisdiction of the Courts of the court district of the registered office of Metagenics. This jurisdictional clause may only be deviated from through the explicit and prior written agreement of Metagenics.