Catalogue Q4 2024 WEB

TERMS AND CONDITIONS OF TRADE 72

1. General 1.1 These Conditions are the only conditions upon which Mid-Optic Limited (“the Seller”) is prepared to deal with its customer (“the Buyer”) and they shall govern the contract to the entire exclusion of any other express or implied conditions. 1.2 These Conditions may only be modified by a variation in writing signed on behalf of the Seller by a Director and no other act on the part of the Seller (whether delivery of goods or otherwise) shall be construed as an acceptance of any other conditions. 1.3 These Conditions (as modified in accordance with Condition 1.2 and together with the matters referred to on the face of the Sellers last published price list or quotation or acceptance of order) embody the entire understanding of the parties and supersede any prior promises, representations, undertakings or implications. 1.4 Any order constitutes an offer by the Buyer to purchase the goods from the Seller on these Conditions. A contract for the supply of goods will be formed when the Seller accepts the order. For the avoidance of doubt, the Seller is under no obligation to accept the Buyer’s order. 1.5 All headings are for ease of reference only and will not affect the construction or interpretation of these Conditions. 2 Performance 2.1 Subject to clause 2.2,the Seller warrants that during the period starting on the date of delivery and ending on the expiry of any warranty provided to the Seller by the manufacturer of the goods ( “the Warranty Period” ), the goods are sterile, untampered with and in a saleable condition. 2.2 Nothing in clause 2.1 shall oblige the Seller to provide any warranty in relation to the goods over and above any warranty provided by the manufacturer of the goods. 2.3 If, at any time during the Warranty Period, the Buyer becomes aware of a breach of the warranty the Buyer will: 2.3.1 give written notice of the breach to the Seller, such notice to be given within 5 days after the Buyer becomes aware of the breach and prior to expiry of the Warranty Period; 2.3.2 at the Seller’s option either return to the Seller (at the Buyer’s cost) the relevant good or permit the Seller or its agent or sub-contractor to inspect it at the Buyer’s premises provided that the Buyer agrees that where there is a requirement for the goods to be refrigerated, these cannot be returned to the Seller; and 2.3.3 provide the Seller with all information and assistance which it may require to investigate the alleged breach. 2.4 Subject to Condition 3.2 , the Seller’s only liability arising out of or in connection with these Conditions for breach of the warranty will be to replace the relevant good or for the Seller to credit the Buyer for the price of the goods which are in breach of the warranty. 2.5 The Buyer’s only remedy for breach of the obligation at Condition 2.4 will be in damages. 2.6 Subject to Condition 3.2, the Seller will not have any liability for a breach of warranty if: 2.6.1 the Buyer does not comply with its obligations at Condition 2.3 in respect of the breach; 2.6.2 the relevant defect was caused by damage in transit after delivery; or 2.6.3 the Buyer makes further use of the relevant good after discovering the relevant breach. 2.7 Subject to Condition 3.2 , all warranties, conditions and other terms implied by law (whether by statute, common law or otherwise) are excluded from these Conditions. 3. Liability 3.1 Notwithstanding Condition 2.1 above, the Seller shall not be liable for: 3.1.1 any non-delivery of goods or failure to deliver; 3.1.2 loss of profit (whether direct, indirect or consequential); 3.1.3 loss of revenue, loss of production or loss of business (in each case whether direct, indirect or consequential); 3.1.4 lloss of goodwill, loss of reputation or loss of opportunity (in each case whether direct, indirect or consequential); 3.1.5 lloss of anticipated savings or loss of margin (in each case whether direct, indirect or consequential); 3.1.6 lloss of bargain (whether direct, indirect or consequential); 3.1.7 lliability that the Buyer has to third parties (whether direct, indirect or consequential); and 3.1.8 lindirect, consequential or special loss, subject always to Condition 3.2. 3.2 Nothing in these Conditions will operate to exclude or restrict the Seller’s liability (if any) to the Buyer: 3.2.1 for death or personal injury resulting from its negligence or the negligence of a person for whom it is vicariously liable (negligence being as defined in Section 1(1) Unfair Contract Terms Act 1977); 3.2.2 for its fraud or fraudulent misrepresentation or fraud or fraudulent misrepresentation by a person for whom it is vicariously liable; 3.2.3 for breach of its obligations arising under section 12 Sale of Goods Act 1979; or 3.2.4 for any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability. 3.3 The Seller will not be in breach of the contract or otherwise liable to the Buyer for any failure to perform or delay in performing its obligations under the contract to the extent that such failure or delay is due to any event or circumstance beyond its reasonable control. 3.4 Subject to Condition 3.2 , the Seller’s maximum liability arising out of or in connection with these Conditions, whether in contract, tort, misrepresentation, restitution, under statute or otherwise, including any liability arising from a breach of, or failure to perform or defect or delay in performance shall be limited to the purchase price of the goods. 3.5 Any of the Seller’s liability which falls within Condition 3.2 will not be taken into account in assessing whether Condition 3.4 applies. 4 The Goods 4.1 The Seller is entitled to vary the design, finish or specification of the goods and their packaging and substitute any materials or parts which are used in the goods to the extent that this does not materially affect their quality or performance or is necessary to comply with any health and safety or other legal requirements. 5 Price 5.1 The price for each consignment of the goods will be as set out in the Seller’s list price published on the date on which that consignment is dispatched to the Buyer or such higher price if before delivery the price of the goods to the Seller increases due to any factor beyond the control of the Seller (such as, without limitation, any increase in the costs to the Seller of acquiring the goods between the date of the list price last published and the date on which the goods are dispatched to the Buyer). 5.2 Where total price of the goods is equal to or less than £75.00 (seventy five pounds) per order form then, in addition to the price of the goods, the Buyer shall be required to pay for the cost of the delivery of the goods, the price for which will be notified to the Buyer by the Seller and added to or charged on the invoices. 5.3 Where total price of the goods is more than £75.00 (seventy five pounds) per order form, the payment will be inclusive of delivery. 5.4 The contract price is exclusive of value added tax or any similar taxes, levies or duties, which will be added to or charged on invoices at the appropriate rates. 5.5 All payments to be made by the Buyer to the Seller will be made in full and without any set-off or any deduction or withholding including on account of any counter-claim. 6 Payment 6.1 Unless otherwise agreed in writing, the Buyer shall pay for the goods not later than the twenty eighth day of the month which immediately follows the month in which the Seller’s invoice is dispatched to the Buyer. The despatch by the Seller to the Buyer of a monthly consolidation statement shall not prejudice the foregoing.

6.2 The time of payment of the goods shall be of the essence. 6.3 If any sum payable under the contract is not paid by the Buyer to the Seller on or before the due date for payment, the Seller will be entitled to charge interest on that sum at a rate of 4% (four per cent) above the Yorkshire Bank PLC’s base rate from the due date until the date of payment (whether before or after judgment), such interest to accrue on a daily basis. 6.4 Where any sum owed by the Buyer to the Seller under this or any other contract is overdue the Seller may withhold any deliveries of goods due to be made under this contract until arrangements as to payment or credit have been established which are satisfactory to the Seller. 6.5 In the event that the Buyer fails to make any payment due to the Seller under the contract on or before the due date or if any of the events or circumstances set out in Condition 8.4.1 occur all invoices issued will immediately become payable. 6.6 Following termination of the contract the Seller will be entitled to invoice all prices and any delivery costs incurred which have not yet been invoiced and all invoices will become immediately due and payable by the Buyer. 7 Delivery 7.1 Delivery of each consignment of the goods shall be made to the delivery address, and in the manner, designated by the Buyer when placing the order provided that the Seller shall be entitled to withhold delivery of the goods until the Buyer has paid all sums due to the Seller. Delivery of the goods will be deemed to occur when they arrive at the delivery address. 7.2 Time for delivery of the goods will not be of the essence. Unless otherwise expressly agreed in writing, all delivery dates given by the Seller are estimates only. 7.3 The Seller is entitled, at its discretion, to deliver goods by separate instalments and is entitled to invoice the price for each instalment separately. Each instalment will be deemed to be a separate contract and no cancellation or termination of any one contract relating to an instalment will give the Buyer the right to cancel or terminate any other contract. 7.4 The Buyer is not entitled to cancel the contract or reject the goods by reason of a delay in delivery or failure to deliver. 8 Risk and Property 8.1 The risk of damage to or loss of the goods will pass to the Buyer on delivery to the Buyer (or carrier acting on the Buyer’s behalf) or if the Buyer wrongfully fails to take delivery of the goods, the time when the Seller has tendered delivery of the goods. 8.2 Legal and beneficial ownership of the goods will not pass to the Buyer until the Seller has received, in full in cleared funds, all sums due in respect of the goods and all other sums which are or which become due to the Seller from the Buyer on any account whatsoever. 8.3 Until ownership of the goods has passed to the Buyer, the Buyer will: 8.3.1 to the extent reasonably practicable, hold the goods on a fiduciary basis as bailee, store the goods (at no cost to the Seller) separately from all other goods in such a way that they remain readily identifiable as the Seller’s property and maintain the goods in satisfactory condition; and 8.3.2 hand the goods over to the Seller on demand, with the Seller entitled to re-take possession of them without prejudice to any of its other rights against the Buyer. 8.4 The Buyer’s right to possession, use and resale of the goods will terminate immediately, if before ownership of the goods passes to the Buyer in accordance with Condition 8.2: 8.4.1 the Buyer being a company shall pass a resolution or suffer an order of a court to be made for its winding up, or if a receiver shall be appointed, or if a petition for the appointment of an administrator shall be presented in respect of it, or being an individual or partnership shall suspend payment or propose to enter into any composition with creditors or become unable to pay its debts (or have no reasonable prospect of doing so) or suffer a bankruptcy order; or 8.4.2 the contract terminates for any other reason. 8.5 If the circumstances in Condition 8.4 arise, without prejudice to any other right the Seller may rescind the contract, or suspend or cancel delivery or recover the possession of any goods for which payment in full has not been received. 8.6 If the Buyer’s right to possession, use and resale of the goods terminates in accordance with Condition 8.4.1 , the Seller will be entitled to issue the Buyer with a credit note for all or any part of the price of the goods together with value added tax thereon. 8.7 Until ownership of the goods has passed to the Buyer and where the Buyer’s right to possession, use or resale has terminated, the Buyer will grant, and procure that the owner of any relevant third party premises grants, the Seller, its agents, employees and sub-contractors an irrevocable licence at any time to enter into any premises where the goods are or may be stored for the purpose of recovering the goods. 8.8 If the Buyer sells the goods before ownership has passed to the Buyer, the Seller authorises the Buyer to use or sell the goods in the normal course of the Buyer’s business but the Buyer shall account to the Seller for the proceeds of sale or otherwise of the goods, whether tangible or intangible, including insurance proceeds and the Buyer shall hold the proceeds of sale on trust for the Seller and shall immediately pay the proceeds of sale into a separate bank account. The Seller shall be entitled to call upon the Buyer to assign all claims that the Buyer may have against purchasers from the Buyer. 8.9 Once the Seller has delivered the goods to the Buyer, the Seller will be entitled to recover payment for the goods (including by way of an action for the price) notwithstanding that ownership of any of the goods has not passed from the Seller. 8.10 The Sellers rights contained in this Condition 8 will survive expiry or termination of the contract however arising. 9 Damage or Loss in Transit 9.1 The Seller will replace, free of charge, goods damaged in transit where delivery has been made by the Seller (or its carrier) provided the Buyer shall give to the Seller written notification of such damage and shall have returned the goods to the Seller within three days of the date of delivery by the Seller (or its carrier) (in order that the Seller shall be enabled to comply with the provisions of the Medicine Act 1968 and other legislative provisions relevant to the Seller’s business). 9.2 If the quantity of goods delivered does not correspond with the quantity required to be delivered in that consignment, the Buyer shall not be entitled to reject that consignment but shall be entitled only: 9.2.1 if the quantity delivered is less than the contract quantity, to a further delivery of goods to make up the deficiency or (at the Seller’s option) a refund of the appropriate part of the purchase price; and 9.2.1 subject to Condition 9.3, if the quantity delivered exceeds the contract quantity, to return the excess within a period of three days from the date of delivery or to retain the whole, in which case the price shall be adjusted at the contract rate then prevailing provided that the Buyer shall have no entitlement whatsoever in respect of that deficiency unless the conditions in Condition 9.5 are satisfied. 9.3 Unless the Seller has provided an incorrect quantity of goods to those in the order form, the Buyer cannot return the excess under Condition 9.2.2 where the goods in excess are goods that require refrigeration during transit including, but not limited to, contact lenses and contact lens related goods. 9.4 The Buyer shall have no claim in respect of the fact that the goods delivered are of the wrong 9.5.2 the claim is made upon the Seller within 48 hours of delivery and the goods are returned to the Seller in their original unmarked condition within three days of delivery. 9.6 In any event the Buyer shall be treated as having accepted any consignment of the goods if it retains them for longer than three days after their delivery. 10 Storage 10.1 The Seller shall be entitled to store the goods (or any of them) at the Buyer’s expense at its own premises or elsewhere if: description unless the conditions in Condition 9.5 are satisfied. 9.5 The conditions referred to at Conditions 9.2.2 and 9.4 are that: 9.5.1 the receipt for the goods is qualified by a remark to that effect; and

10.1.1 w here the arrangement is for the goods to be delivered by the Seller, either the Seller is unable to despatch the goods by reason of any act or omission on the part of the Buyer, or the Seller has dispatched the goods but the Buyer fails to take delivery of them; and 10.2.1 t he Seller is withholding delivery of the goods pursuant to Condition 6.4 . 10.2 The expenses that the Seller may re-claim from the Buyer include all reasonable costs and expenses incurred by the Seller (whether by way of storage, insurance or otherwise) in respect of the goods and it is expressly declared that it shall be reasonable for the Seller to effect insurance in respect of the goods notwithstanding that the risk therein has passed to the Buyer. 11 Sales Promotion Documentation 11.1 Whilst the Seller takes every precaution in the preparation of its catalogues, circulars, price lists and its other literature, these documents are for the Buyer’s guidance only and the particulars contained therein shall not constitute representations by the Seller and the Seller shall not be bound thereby. 11.2 The Buyer will only use the Seller’s confidential information (including, but not limited to sales promotion documentation) for the purpose of performing its obligations and exercising its rights under the contract. 12 Buyer Obligations 21.1 The Buyer warrants that it is registered (and has obtained all appropriate consents, licences, authorisations and permissions in accordance with) with either the General Optical Council or the Royal Pharmaceutical Society and that it is entitled to receive the goods which are ordered under the contract. 12.2 The Buyer will not be entitled to assign, transfer, charge, hold on trust for any person or deal in any manner with any of its rights under the contract. 12.3 The Buyer will comply with the Sellers instructions in connection with any product recall initiated by the Seller involving the goods. 12.4 The Buyer will: 12.4.1 p rovide the Seller with all such information and assistance as the Seller may reasonably require from time to time to perform its obligations or exercise its rights under the contract; 12.4.2 n ot remove or alter any trade marks, serial numbers or other identifying marks on the goods or their packaging or add any other trade marks, serial numbers or other identifying marks to the goods or their packaging; and 12.4.3 n ot alter or modify the goods in any way. 12.5 Notwithstanding any other term of the contract, the Seller will not be in breach of the contract to the extent our failure to perform or delay or defect in performance of its obligations under the contract arises as a result of: 12.5.1 a ny breach by the Buyer of its obligations contained in the contract; 12.5.2 t he Seller relying on any incomplete or inaccurate data provided by a third party; or 12.5.3 t he Seller complying with any instruction or required by the Buyer or one of its employees. 12.6 Unless the Buyer can prove that the Seller is in default of the terms of this Agreement, the Buyer shall not be entitled to return any goods which are required to be refrigerated. 13 Cancellation 13.1 Contracts are not subject to cancellation by the Buyer without the Seller’s written consent. Where cancellation is accepted, the Seller shall in addition to any express terms of acceptance of cancellation be entitled to re-imbursement of any costs incurred by the Seller in connection with the contract. 13.2 Following cancellation: 13.2.1 a ny Conditions which expressly or impliedly continue to have effect after expiry or termination of the contract will continue in force; and 13.2.2 a ll other rights and obligations will immediately cease without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the date of expiry or termination. 14 Force Majeure 14.1 The Seller shall have the right to cancel or to reduce the volume of the goods delivered if it is prevented from or hindered in delivery of the goods through any circumstances beyond its control including (but not limited to) industrial action, war, riot, civil commotion, terrorism or threat of terrorism, fire, flood, storm or extreme weather condition or prohibition of enactment of any kind, without incurring any liability for any loss or damage whatsoever resulting there from. 15 Notices 15.1 Any notice given under or in connection with the contract will be in writing and shall be deemed to have been duly given if sent or delivered to the party concerned at its address as that party may from time to time notify in writing and shall be deemed to have been served, if sent by post, 48 hours after posting. 15.2 This Condition 15 will not apply to the service of any proceedings or other documents in a legal action to which the Civil Procedure Rules apply. 16 Entire Agreement These Conditions (as modified in accordance with Condition 1.2 (together with the matters referred to on the face of the Seller’s last published price list, quotation or acceptance of order): 16.1 constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter; and 16.2 neither party has entered into the Contract in reliance upon, and it will have no remedy in respect of, any misrepresentation, representation or statement (whether made by the other party or any other person and whether made to the first party or any other person) which is not expressly set out in the contract; and 16.3 the only remedies available for any misrepresentation or breach of any representation or statement which was made prior to entry into the contract and which is expressly set out in the Contract will be for breach of contract; and 16.4 nothing in this Condition 0 will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation. 17 Non Waiver A delay in exercising or failure to exercise a right or remedy under or in connection with the contract will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right, remedy, breach or default will only be valid if it is in writing and signed by the party giving it and only in the circumstances and for the purpose for which it was given and will not constitute a waiver of any other right, remedy, breach or default 18 Severance If any term of the contract (including any exclusion from, or limitation of, liability set out in Condition 3) is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from the contract and this will not affect the remainder of the contract which will continue in full force and effect. 19 Rights of Third Parties The parties do not intend that any term of the contract will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person. 20 Governing Law The contract and any non-contractual obligations arising out of or in connection with it will be governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with the contract (including in relation to any non-contractual obligations). Note: The Seller’s prices are calculated on the basis that the above Conditions will apply. Buyers requiring prices to be quoted on a different basis should inform the Seller.

Mid-Optic Returns Policy Should you wish to return goods for any reason, we ask that you inform us via telephone, fax or email with reasons for this, before any goods are returned. Any discrepancies or issues must be notified within three working days from receipt of goods, relating to goods received incorrectly, ordered incorrectly or received damaged. Under the Terms & Conditions of our Wholesale Dealers Licence issued by the MHRA, we regret that we are unable to accept returned goods, unless notified within three working days of receipt, unless: ■ Product is subject to manufacturer’s product recall ■ Product supplied is faulty or defective

Any product authorised for Return must then meet the following criteria: ■ The stock that is received is returned suitably packaged. ■ The stock that is received has not been used or part used. ■ The stock that is received does not have broken seals. ■ The stock received has not been damaged. ■ The goods have been stored in accordance to any specific requirement for a particular product. ■ Contact lenses must be returned within 30 days of receipt otherwise we cannot offer a credit IMPORTANT: Due to new guidelines from the MHRA regarding returns of refrigerated items, with immediate effect we will no longer be able to accept any non-defective refrigerated items from any customers for return and credit.

Prices subject to alteration without prior notice. Prices correct at time of going to print. Benefits acquired from all promotions may be subject to taxation. Any tax liability is the sole responsibility of the Individual. All promotions invoiced nett at manufacturer’s trade prices.