Terms and Conditions of Sale
These terms and conditions are between Rosemont Pharmaceuticals Limited (“Company”)
and the Customer. The Company is a company registered in England under company number
00924648 and with its registered office at Rosemont House, Yorkdale Industrial Park,
Braithwaite Street, Leeds, England, LS11 9XE.
These terms and conditions were last updated in July 2021 coming into effect on [ ] July
2021.
1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement, unless the context otherwise requires, the following words
and expressions have the following meanings:
Conditions these terms and conditions as applicable at the
date any Contract is entered into;
Contract the contract between the Company and the
Customer for the sale and purchase of Products
which shall comprise these Conditions and (only if
previously requested specifically in relation to an
Order) any Quotation provided by the

Customer any person, firm or company ordering Products
from the Company;
Force Majeure any event beyond the reasonable control of a party
to this Agreement including, without limitation,
malicious damage, failure of a utility service, acts
of God, war, industrial disputes, protests, fire,
flood, storm, tempest, explosion, an act of
terrorism and national emergencies including as a
consequence of pandemics, epidemics and other
health incidents having sufficient effect as to lead
to governmental intervention.
HMRs The Health and Medicines Regulations

pursuant to The Human Medicines (Amendment
etc.) (EU Exit) Regulations 2019.
Insolvency Event a party to a Contract
1. becoming bankrupt or making a
composition or arrangement with its
creditors or a winding-up order; or
2. such Party becoming the subject of (except
for the purposes of solvent amalgamation or
solvent reconstruction) a resolution for its
voluntary winding-up; or
3. there is a provisional liquidator, Receiver,
Administrator or Manager of its business or
undertaking appointed to or in connection
with that party;
4. or a petition being presented for an
administration order to be made pursuant to
Section 9 of the Insolvency Act 1986 in
respect of that party; or
5. possession being taken by or on behalf of
the holders of any debenture secured by a
floating charge of any property comprised in
or subject to the floating charge or anyequivalent act or thing being done or
suffered under any Applicable Laws; or
6. the party becomes unable to pay its debts
and such inability is demonstrated upon a
basis provided for under s123 of the
Insolvency Act 1986.
Order the Customer’s order for the Products which may
be set out in Writing and provided by the Customer
(subject always to clause 2.2 of these Conditions)
or provided verbally;

Products the range of products from time to time contained
in the Company’s price list current at the date of
any Order or Quotation;
Quotation the Company’s response to any request for a
quotation from a Customer.
1.2. Any reference in these Conditions to any provision of a statute shall be
construed as a reference to that provision as amended, re-enacted or
extended at the relevant time.
1.3. The headings in these Conditions are for convenience only and shall not affect
their interpretation.
1.4. Unless the context otherwise requires, words in the singular shall include the
plural and in the plural shall include the singular.
1.5. Unless the context otherwise requires, a reference to one gender shall include
a reference to the other genders.
1.6. A reference to any party shall include that party’s personal representatives,
successors and permitted assigns.
1.7. A reference to Writing includes any communication transmitted by e-mail or
facsimile.
1.8. Any obligation on a party not to do something includes an obligation not to
allow that thing to be done.
1.9. References to clauses are to the clauses of these Conditions and references
to Schedules and paragraphs are to Schedules and paragraphs to these
Conditions.
1.10. 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.
2. AGREEMENT
2.1. The Company agrees to sell and the Customer agrees to purchase the
Products in accordance with the terms and conditions of any Contract entered

2.2. Acceptance of a Customer’s Order shall always be in accordance with these
Conditions. This is to the exclusion of any other terms and conditions that may
have been proposed by the Customer including through the issue of a
purchase order and which are, accordingly, to be disregarded.
2.3. No Order submitted by the Customer shall be deemed to be accepted by the
Company unless and until confirmed in Writing or by telephone when an order
confirmation has been expressly requested and provided in Writing. In all
other cases acceptance of an Order will be through completion of the Order
which occurs when the Customer is advised that the Products are to be
delivered or are ready for delivery (collection being arranged by the Customer)
as provided for in clause 7.
2.4. Any typographical, clerical or other error or omission in any sales literature,
Quotation, price list, invoice or other document or information issued by the
Company may be amended by the Company in order to correct any error
without any liability on the part of the Company. Any error in the prices agreed
with a Customer in any communication from a Customer shall be corrected by
the Company either prior to acceptance of the Order or, if not identified at
that time, at the time of invoicing of the Order.
2.5. Quotations where requested and then issued by the Company are subject to
a Contract on the Company’s Conditions being formed with the Company. As
a guide, unless otherwise stated on the face of the Quotation the Quotation

shall be valid for 30 days from the date of issue the Customer being
responsible for requesting an updated Quotation thereafter. Any Order placed
following the expiry date of the Quotation shall be delivered by reference to
the Company’s price list prevailing at the time that the Order is completed.
3. PRICE AND PAYMENT
3.1. The price of the Products to be supplied (“the Price”) shall be that most
recently notified in writing to the Customer prior to an Order being placed
where a Quotation has been specifically requested and provided. In all other
cases, the price shall be the price listed in the Company’s price list in force as
at the date the Contract is entered into. If a discount arrangement has been
agreed in writing with the Customer this shall be taken into account where
appropriate at invoicing stage.

3.2. All prices quoted are subject to VAT at the standard rate prevailing at the date
of supply.
3.3. The Company reserves the right to apply a packing and carriage charge on
all Orders below £150 in value and on Orders received where there is a
requirement from the Customer to effect deliveries at a frequency of more
than once per week.
3.4. The Company may raise an invoice on or at any time, following completion of
the delivery of the Products and the Customer shall pay the invoices within 30
days of receipt of the invoice.
3.5. In the event of failure to pay by the due date the Company may suspend any
further deliveries and/or recover the Products in accordance with these
Conditions. Title to the Products will remain with the Company until payment
is cleared.
3.6. If the Customer fails to pay the invoice within 30 days of receipt then the
Customer shall pay interest on the overdue amount at the rate of 4% per
annum above the Bank of England’s base rate from time to time. Interest shall
accrue on a daily basis from the due date until the date of actual payment.
The Customer must pay the Company interest due calculated under this
clause 3.6 together with any overdue amount.

ORDERS
4.1. Orders are accepted at the discretion of the Company but are only
acknowledged in circumstances in which clause 2.3 or 4.2 applies.
4.2. Customers may receive acknowledgement of an Order where this is
requested at the time of placing the Order or subsequently by request in
writing.
4.3. No Order may be cancelled by the Customer except with the prior written
consent in writing of the Company which may be given on such terms as the
Company in its sole discretion determines.
5. WARRANTIES
Subject as expressly provided in these Conditions, and except where the Products sold
to a person dealing as a consumer (within the meaning of the Unfair Contract
Terms Act 1977) any conditions or warranties (whether express or implied by