Business-to-business supply of Vitalex Ltd products and related services
B2B terms only
These Conditions are intended for sales to businesses and professional organisations, including healthcare and veterinary customers. Vitalex Ltd does not presently operate as a consumer e-commerce retailer.
1. About Vitalex Ltd
Vitalex Ltd is a company registered in England and Wales under company number 16068365. Our registered office is The Stamp Exchange, 7 Westgate Road, Newcastle upon Tyne, NE1 1SA. Our website is www.vitalexltd.co.uk.
2. Definitions and interpretation
- ▪ “Business Day” means a day other than Saturday, Sunday or public holiday in England when banks in London are open for business.
- ▪ “Conditions” means these Terms and Conditions of Sale.
- ▪ “Customer” means the business or organisation purchasing Products or Services from Vitalex Ltd.
- ▪ “Contract” means the contract formed in accordance with clause 3.
- ▪ “Products” includes standard procedure packs, bespoke/custom procedure packs, sterile draping sets and any related products identified in an accepted order.
- ▪ “Services” includes any agreed pack review, evaluation support, GreenCycle-related service or other service identified in writing.
3. Contract formation and order of precedence
A quotation is an invitation to place an order and is not itself an offer capable of acceptance unless it expressly states otherwise. A Customer order becomes binding only when Vitalex Ltd issues written order acceptance, starts performance with the Customer’s authority, or otherwise expressly confirms acceptance in writing.
Unless we expressly agree otherwise in writing, these Conditions apply to the exclusion of any terms the Customer seeks to impose or incorporate by purchase order, portal or other document. If there is a conflict, the following order applies: (1) a signed supply agreement; (2) Vitalex Ltd written order acceptance or accepted quotation; (3) an agreed product/specification schedule; (4) these Conditions; and then (5) the Customer purchase order solely for administrative information such as delivery address and order number.
4. Quotations, prices and VAT
Prices are as stated in the current written quotation or order acceptance and are exclusive of VAT unless stated otherwise. Quotations are valid only for the period stated and may be withdrawn before acceptance. Where supplier prices, exchange rates, freight, regulatory requirements, taxes or other costs change after quotation but before a Contract is formed, Vitalex Ltd may issue a revised quotation.
Minimum order quantities, pack quantities and any freight, special handling or evaluation charges will be confirmed at quotation. Website prices, wherever shown, are not binding unless expressly incorporated into a written order acceptance.
5. Payment
Unless otherwise stated in the quotation, order acceptance or signed agreement:
- ▪ approved credit accounts are payable within 30 days of the invoice date;
- ▪ new accounts and first orders may be supplied on a pro forma basis; and
- ▪ bespoke/custom procedure packs may require pro forma payment or a deposit before manufacturing or procurement is committed.
If an undisputed amount is overdue, Vitalex Ltd may charge interest and recover fixed compensation and reasonable recovery costs to the extent permitted by the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend further supply after giving reasonable notice where appropriate.
6. Product specifications and documentation
Products will materially correspond with the agreed written specification, subject to lawful and approved changes. Dimensions and quantities may be subject to normal manufacturing tolerances where stated in the product documentation. Current instructions for use, labels, declarations and regulatory documentation take precedence over general marketing materials.
Vitalex Ltd will provide available regulatory and quality documentation reasonably required for supplier onboarding or product evaluation, subject to confidentiality, third-party rights and any restrictions imposed by the legal manufacturer or conformity-assessment documentation.
7. Regulatory role and conformity status
The regulatory role of Vitalex Ltd may differ by product and supply arrangement. Vitalex Ltd must not be assumed to be the legal manufacturer merely because it distributes a product, nor assumed always to be only a distributor where it places a product on the market under its own name. The applicable manufacturer, importer/distributor, UK Responsible Person and registration/conformity arrangements are determined for the relevant product and market.
Where a medical device is supplied, it will be supplied only where Vitalex Ltd has evidence that the relevant device has the correct conformity marking or lawful transitional status for the market concerned, subject to applicable law. Different requirements apply in Great Britain and Northern Ireland.
8. Bespoke and custom procedure packs
For bespoke or customised procedure packs, the Customer is responsible for reviewing and approving the written component specification, quantities, sizes and other agreed configuration details before production is committed. Vitalex Ltd remains responsible for its own applicable regulatory and contractual obligations and will not treat Customer approval as removing those obligations.
A sample or evaluation pack is intended to support assessment and may not be from the final production lot. Production will proceed only after the required approvals are complete. Changes after approval may affect price, minimum order quantity, lead time, regulatory documentation, shelf life or stock already committed. Any change must be agreed in writing.
Vitalex Ltd may refuse a requested configuration where it believes components are incompatible, unavailable, unsafe, outside the manufacturer’s validated process or intended use, or otherwise unsuitable for lawful supply.
9. Delivery and lead times
Any delivery date or lead time is an estimate unless Vitalex Ltd expressly agrees in writing that time is of the essence. Lead time may include production, sterilisation where applicable, quality release, freight, customs, import procedures and onward delivery. We will use reasonable efforts to communicate material delays.
The Customer must provide accurate delivery information, suitable receiving arrangements and any site requirements notified in advance. We may make deliveries by instalments where reasonable.
10. Risk and title
Risk in Products passes to the Customer on delivery to the agreed delivery point, except to the extent loss or damage is caused by Vitalex Ltd or its carrier before delivery is complete. Title to Products passes when Vitalex Ltd has received payment in full for those Products, subject to any mandatory law or written agreement that provides otherwise.
11. Inspection, storage and use
The Customer should inspect deliveries promptly for transit damage, shortages, incorrect items and obvious packaging damage and notify Vitalex Ltd as soon as reasonably practicable. Where possible, visible delivery discrepancies should be reported within two Business Days so that carrier evidence can be preserved. Failure to meet that administrative timeframe does not prevent a genuine latent defect or safety concern from being reported later.
Sterile Products must be stored, handled and used in accordance with the label, instructions for use and stated storage conditions. Sterile single-use Products must not be re-sterilised or reused unless the applicable manufacturer documentation expressly permits it. Do not use sterile Products if the sterile barrier is damaged, opened or otherwise compromised.
12. Returns
No Product may be returned without a return authorisation from Vitalex Ltd. This is particularly important for sterile and single-use Products because Vitalex Ltd must be able to protect traceability, storage conditions and sterile-barrier integrity.
Bespoke, custom-made, specially procured, short-dated-by-agreement or non-standard Products are not returnable for convenience or over-ordering unless Vitalex Ltd agrees otherwise in writing. Standard Products may be accepted for discretionary return only if Vitalex Ltd confirms that the goods are unopened, undamaged, within acceptable shelf life, correctly stored, fully traceable and suitable for resale. A restocking and administration charge may apply where notified in the return authorisation.
These restrictions do not remove the Customer’s rights where Products are defective, misdescribed, damaged before risk passed, subject to a recall/field-safety action or otherwise do not conform to the Contract.
13. Product complaints, defects and safety actions
A Customer should report a suspected defect, adverse incident, packaging/sterility concern or other product-safety issue promptly and provide the product code, lot/batch number, expiry date, quantity affected, delivery details and a clear description of the concern where available. The affected product and packaging should be quarantined and preserved where reasonably practicable unless immediate disposal is necessary for safety or infection-control reasons.
Vitalex Ltd may request samples, photographs or further information and may involve the legal manufacturer, UK Responsible Person, conformity-assessment body, competent authority or other relevant party. Customers must reasonably cooperate with any field safety corrective action, recall, quarantine, traceability exercise or safety communication relating to supplied Products.
14. Remedies for non-conforming Products
Where a Product does not conform to the Contract due to a matter for which Vitalex Ltd is responsible, Vitalex Ltd will, depending on the circumstances, repair where appropriate, replace, re-supply, issue a credit/refund for the affected Product, or agree another reasonable remedy. This clause does not limit any liability that cannot lawfully be limited.
15. Clinical and professional responsibility
Vitalex Ltd supplies products and commercial support; it does not direct clinical treatment. Product selection, clinical technique, patient/animal suitability and compliance with local clinical governance remain the responsibility of appropriately qualified professionals and the relevant healthcare or veterinary organisation, subject always to the applicable product instructions and regulatory requirements.
16. GreenCycle and sustainability services
Where GreenCycle or another sustainability service is included, the scope, eligibility, collection arrangements and responsibilities are stated in the quotation, account plan or separate service schedule. The Customer remains responsible for lawful waste segregation at its premises and for following applicable waste, infection-control and local procedures. GreenCycle documentation complements, and does not replace, the Customer’s own statutory or governance obligations.
17. Intellectual property and confidentiality
Each party retains ownership of its pre-existing intellectual property. Vitalex Ltd product codes, website content, GreenCycle materials, templates and proprietary methods remain owned by or licensed to Vitalex Ltd. Customer-supplied preference cards and confidential specifications remain the Customer’s confidential information, subject to Vitalex Ltd and its approved supply partners being permitted to use them to quote, configure, manufacture, supply and support the agreed Products.
Each party must protect the other’s confidential information and use it only for the Contract, except where disclosure is required by law, a regulator or a professional adviser subject to confidentiality.
18. Data protection
Each party will comply with applicable data-protection law in relation to personal data processed under the Contract. Vitalex Ltd’s handling of ordinary business-contact information is described in its Privacy Policy. The Customer must not include patient-identifiable information in routine orders, preference cards or quotation files unless expressly agreed for a legitimate product-safety or regulatory purpose and an appropriate secure route has been established.
19. Liability
Nothing in these Conditions limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.
Subject to that and to any applicable statutory reasonableness requirement, neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, business or anticipated savings, except where such loss forms part of a third-party claim or other liability that the law does not permit to be excluded. Vitalex Ltd does not exclude liability for a direct loss caused by a Product failing to conform to the Contract to the extent Vitalex Ltd is legally responsible.
Any agreed financial cap on liability is stated in the applicable signed agreement or quotation and is reviewed against the relevant insurance and risk profile. If no cap is expressly agreed, no additional monetary cap is created by this clause.
20. Force majeure and supply disruption
Neither party is responsible for delay or failure caused by events beyond its reasonable control, provided it uses reasonable efforts to mitigate the effect and notifies the other party where the event is likely to materially affect performance. Examples may include manufacturing-site disruption, sterilisation interruption, transport or border disruption, cyber incident, utility failure, epidemic, natural disaster, industrial action, regulatory action or shortage of critical materials.
Where a disruption materially affects supply, Vitalex Ltd may propose a clinically/regulatorily appropriate substitute, revised delivery plan or alternative source, but will not substitute a materially different medical device without the approvals required by the Contract and applicable procedures.
21. Suspension and termination
Vitalex Ltd may suspend supply for material non-payment, serious credit concern, unlawful requested use, product-safety concern or regulatory reason, where reasonable and after notice where circumstances permit. Either party may terminate a Contract for material breach that is not remedied within a reasonable period after written notice, or immediately where the breach cannot be remedied, insolvency law permits termination, or continued performance would be unlawful.
Termination does not affect rights already accrued, including payment for Products supplied or non-cancellable bespoke commitments properly incurred before termination.
22. General
No variation is binding unless agreed in writing by an authorised representative. If a provision is invalid or unenforceable, the remaining provisions continue in effect. A delay in enforcing a right does not waive it. No third party has a right to enforce these Conditions under the Contracts (Rights of Third Parties) Act 1999 unless expressly stated.
23. Governing law and jurisdiction
The Contract and any non-contractual obligations arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction unless the parties agree another forum in writing or mandatory law requires otherwise.
24. Contact
Commercial or contractual enquiries can be sent to customerservices@vitalexltd.co.uk or The Stamp Exchange, 7 Westgate Road, Newcastle upon Tyne, NE1 1SA. Product-safety concerns should be clearly marked as urgent product/quality complaints.