Terms & Conditions

Terms for buyers

Background

These Terms for Buyers, together with any and all other documents referred to herein, set out the terms under which Users (“Buyers”) buy from Sellers on Our Marketplace. Please read these Terms for Buyers carefully and ensure that you understand them before purchasing anything on Our Marketplace. You will be required to read and accept these Terms for Buyers when registering as a user or placing an order without registration. If you do not agree to comply with and be bound by these Terms for Buyers, you will not be able to purchase anything on Our Marketplace. These Terms for Buyers, as well as any and all contracts are in the English language only.

1. Definitions and Interpretation

   1. In these Terms for Buyers, unless the context otherwise requires, the following expressions have the following meanings:

      • “Account” means an account required to access and/or use certain areas of Our Site, including Our Marketplace;

      • “Buyer” means a User who makes a purchase on Our Marketplace;

      • “Content” means any and all text, images, audio, video, scripts, code, software, databases, and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Site;

      • “Listing” means a listing on Our Marketplace advertising an item or items for sale;

      • “Marketplace” means Our platform for Buyers and Sellers on Our Site;

      • “Our Site” means this website, www.medcosolutions.co.uk

      • “Payment Service” means the payment service provided by Stripe;

      • “Seller” means a User who sells on Our Marketplace;

      • “Third Party Payment Service Provider” means Medco Solutions and whose website is www.medcosolutions.co.uk;

      • “User” means a user of Our Site;

      • “User Content” means any Content added to Our Site by a User;

2. Information About Us

   1. Our Site is [owned and] operated by Medco Solutions

3. Access to and Use of Our Site

   1. Access to Our Site is free of charge.

   2. It is your responsibility to make any and all arrangements necessary in order to access Our Site.

   3. Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend, or discontinue Our Site (or any part of it) at any time and without notice. Subject to the remainder of these Terms for Buyers, We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.

   4. Use of Our Site is also subject to Our Terms of Use and Terms for Sellers. Please ensure that you have read them carefully and that you understand them.

4. Age Restrictions
   You may only make purchases on Our Marketplace if you are at least 18 years of age.

5. Our Marketplace
   Our Marketplace is provided solely as an online venue for Buyers and Sellers. We are not a party to any transactions or other relationships between Buyers and Sellers. You hereby acknowledge and agree that:

   1. You are not making a purchase from Us and are not entering into a contract with Us. Your purchase is from the Seller in question, and your contract is with that Seller;

   2. We will not be a party to any dispute between you and any Seller or another Buyer. Any claims must be made directly against the party concerned;

   3. We do not pre-screen Sellers or any items that Sellers advertise in Listings on Our Marketplace. We are not, therefore, in any way responsible for any items sold or for the content of any Listings; and

   4. While all Sellers are required to comply with Our Terms for Sellers https://medcosolutions.co.uk/Terms, which include provisions covering important matters such as payment methods, processing times, and delivery methods, all Sellers are different and may not accept the same payment methods, process transactions within the same time frame, or offer the same delivery methods (or prices)

6. Intellectual Property Rights

   1. The provisions of Clause 6 of Our Terms of Use apply to all User Content submitted to Our Site, including any and all User Content submitted to Our Marketplace [in Listings] OR [whether in Listings or as digital content sold by Sellers].

   2. Buyers must, at all times, respect the intellectual property rights of Sellers on Our Marketplace. Under no circumstances may you use intellectual property belonging to another party without that party’s express permission.

7. Buyer Rules and Acceptable Usage Policy

   1. When using Our Marketplace, you must do so lawfully, fairly, and in a manner that complies with the provisions of this Clause 7. Specifically:

      1. you must ensure that you comply fully with all local, national, or international laws and/or regulations;

      2. you must not use Our Marketplace in any way, or for any purpose, that is unlawful or fraudulent;

      3. you must not use Our Marketplace to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind;

      4. you must not use Our Marketplace in any way, or for any purpose, that is intended to harm any person or persons in any way;

      5. you must always provide accurate, honest information to Sellers on Our Marketplace; and

      6. you must not engage in any form of price fixing with other Users (including Sellers and Buyers).

   2. When using Our Marketplace, you must not submit anything, or otherwise do anything that:

      1. is sexually explicit;

      2. is obscene, deliberately offensive, hateful, or otherwise inflammatory;

      3. promotes violence;

      4. promotes or assists in any form of unlawful activity;

      5. discriminates against, or is in any way defamatory of, any person, group, or class of persons; race; gender; religion; nationality; disability; sexual orientation; or age;

      6. is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

      7. is calculated or is otherwise likely to deceive;

      8. is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;

      9. misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 7.2);

      10. implies any form of affiliation with Us where none exists;

      11. infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trade marks, patents, and database rights) of any other party; or

      12. is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

   3. We reserve the right to suspend or terminate your access to Our Marketplace if you materially breach the provisions of this Clause 7 or any of the other provisions of these Terms for Buyers. Further actions We may take include, but are not limited to:

      1. removing any offending material from Our Marketplace;

      2. issuing you with a written warning;

      3. legal proceedings against you for reimbursement of any and all relevant costs resulting from your breach on an indemnity basis;

      4. further legal action against you as appropriate;

      5. disclosing such information to law enforcement authorities as required or as We deem reasonably necessary; and/or

      6. any other actions which We deem reasonably necessary, appropriate, and lawful.

   4. We hereby exclude any and all liability arising out of any actions that We may take in response to breaches of these Terms for Buyers.

8. Purchasing from Sellers

   1. As set out above in Clause 5, all transactions on Our Marketplace are between Buyers and Sellers only. We are not a party to such transactions.

   2. When making a purchase from a Seller, you expressly agree that:

      1. You have read the description and all details within the relevant Listing carefully and that you understand and agree to any and all specific policies that are stated to apply by the Seller;

      2. You will pay for the item(s) purchased in full and on time, using one of the Seller’s accepted payment methods via Our Payment Service, details of which are provided below in Clause 9; and

      3. You have provided complete and accurate delivery details to the Seller.

9. Payment Service

   1. All Payments on Our Marketplace are made through the Payment Service provided by Stripe, Our Third Party Payment Service Provider.

   2. Your use of the Payment Service requires an account with the Third Party Payment Service Provider and will be subject to its own terms and conditions and privacy policy. You will be required to read and accept those terms and conditions and privacy policy before making payments to Sellers on Our Marketplace.

   3. By using the Payment Service, you acknowledge and agree to Us sharing your personal information and/or information about your transactions on Our Marketplace with the Third Party Payment Service Provider.

   4. The Payment Service works with the following payment methods (please note that not all Sellers will accept all of the following):

      1. Debit and Credit card in line with Stripes payment policy.

   5. If We receive notice from the Third Party Payment Service Provider that your use of Our Marketplace or the Payment Service is in breach of their terms or of any agreement between you and them, We may take actions including, but not limited to, those necessary to rectify your breach, removing your ability to use the Payment Service to make or accept payments on Our Marketplace, and/or the suspension or termination of your Account on Our Site.

   6. The Third Party Payment Service Provider reserves the right to refuse the use of the Payment Service to anyone, for any reason, and at any time.

10. Payments to Sellers

    1. All payments are processed using the Payment Service described above in Clause 9.

    2. If you do not pay, the Seller may cancel the transaction. Please refer to Clause 15 for more information on the Seller’s cancellation rights.

    3. We will not make any of your payment details (including, but not limited to, card numbers, bank account numbers, and sort codes) available to Sellers at any time, or for any reason. All payment details are held securely and shared only with Our Third Party Payment Service Provider.

11. Delivery

    1. Sellers are required to ship items to you as soon as is reasonably possible upon receipt of payment, taking into account the nature of the item(s) in question, preparation time and, where relevant, manufacturing time (if items are made or customised to order). Unless a Listing states otherwise, or unless you have agreed otherwise with the Seller, the Seller must dispatch items no later than 30 calendar days after the date on which the Sale takes place.

    2. As stated in sub-Clause 8.2.3, you must provide complete and accurate delivery details to the Seller. The Seller is responsible for ensuring that they use the delivery address exactly as you provide it to them, but if dispatched items do not reach you due to an incorrect address provided by you, it is your responsibility and not the Seller’s.

    3. Sellers are free to determine the delivery charges for their items; however, Sellers must ensure that delivery charges are reasonable, not excessive, and genuinely reflect the actual cost to the Seller of delivering the item in question to you.

    4. Different delivery methods may be offered by different Sellers. Delivery options may include personal delivery, Buyer collection, and postal or delivery service. [The final choice of delivery service is the Seller’s] OR [The final choice of delivery service is to be agreed between you and the Seller].

    5. Once an item has been dispatched to you, the Seller will inform you that it has been dispatched. [Our Marketplace provides such notification by updating your order status on your user login >> https://medcosolutions.co.uk/Account/Orders .]

    6. [Our Marketplace allows Sellers to share tracking information obtained from a postal or delivery service with you.]

    7. Sellers are responsible for ensuring that they check, are aware of, and comply with all applicable shipping and customs regulations when shipping items to you.

12. Your Rights to Cancel and Return Items

    1. If you are a consumer (that is, not a business) based in the European Union, you may be entitled to a “cooling-off” period within which you may cancel your contract with a Seller and return an item for any reason. If applicable, the cooling-off period ends 14 calendar days after the day on which you (or someone nominated by you) receive(s) the item.

    2. The cooling-off period does not apply in the following circumstances:

       1. If the item is sealed for health or hygiene reasons, and you have unsealed the item after receiving it; or

       2. If the item consists of sealed audio or video recordings (e.g. CD or DVD) or sealed computer software, and you have unsealed the item after receiving it; or

       3. If the item is digital content and it has been downloaded or otherwise accessed by you; or

       4. If the item is likely to deteriorate quickly, for example flowers or food; or

       5. If the item has been personalised or made-to-order for you; or

       6. If the item has been inseparably mixed with another item or other items (according to their nature) after you have received it.

    3. If you wish to exercise your right to cancel during the cooling-off period, you must inform the Seller of your decision within the cooling-off period. You may do so in any way you wish, however for convenience you can request it by emailing direct to support@medcosolutions.co.uk. Cancellation by email or by post is effective from the date on which you send the Seller your message. Please note that the cooling-off period lasts for whole calendar days. If, for example, you send the Seller an email or letter by 23:59:59 on the final day of the cooling-off period, your cancellation will be valid and must be accepted

    4. Items must be returned to the Seller no more than 14 calendar days after the day on which you in form the Seller that you wish to cancel. You will be responsible for the costs of returning items to the Seller if you cancel under the cooling-off period.

    5. When you cancel under the cooling-off period, the Seller must issue a refund within 14 calendar days of the following:

       1. The day on which the Seller receives the item(s) back; or

       2. The day on which you inform the Seller (supplying evidence) that you have sent the item(s) back (if this is earlier than the day under sub-Clause 13.5.1); or

       3. If the Seller has not yet dispatched the item(s), the day on which you inform the Seller that you wish to cancel.

    6. The Seller may make certain limited deductions from refunds under this Clause 13 as follows:

       1. The Seller may reduce a refund for any diminished value in an item resulting from your excessive handling of it (e.g. handling going beyond that which would be permitted in a shop); and/or

       2. The Seller is only required by law to reimburse standard delivery charges. If you have chosen a premium delivery method, the Seller is only required to reimburse you for the equivalent of standard delivery.

13. Problems with Transactions and Your Rights

    1. By law, Sellers must provide goods and/or digital content that are/is of satisfactory quality, fit for purpose, as described at the time of purchase, in accordance with any pre-contract information that the Seller has provided to you, and that matches any samples or models that the Seller has shown to you (unless the Seller has made you aware of any differences).

    2. If items do not conform with the requirements outlined in sub-Clause 14.1 and, for example, have faults or are damaged when you receive them, you must contact the Seller as soon as reasonably possible to inform the Seller of the problem. The following remedies will be available to you:

       1. Beginning on the day that you receive the item(s), if the item(s) is/are goods, you have a 30 calendar day right to reject them and to receive a full refund if they do not conform.

       2. If you do not wish to reject the item(s), if the 30 calendar day rejection period does not apply, or if it has expired, you may request a repair or replacement. The Seller must bear the costs and must carry out the repair or replacement within a reasonable time and without significant inconvenience to you. If either a repair or a replacement is impossible or disproportionately difficult, the Seller may offer you the alternative option (i.e. a replacement instead of a repair or vice versa) or a full refund. If you request a repair or replacement during the 30 calendar day rejection period, that period will be suspended while the Seller carries out the repair or replacement and will resume on the day that you receive the replacement or repaired item(s). If less than 7 calendar days remain out of the original period, it will be extended to 7 calendar days.

       3. If, after a repair or replacement, the item(s) still do not conform (or if the Seller cannot repair or replace it/them, as described above, or if the Seller has failed to act within a reasonable time or without significant inconvenience to you), you may have the right to keep the item(s) at a reduced price, or to reject it/them in exchange for a refund.

    3. If you exercise your final right to reject the item(s) more than six months after receiving it/them, the Seller may reduce any refund to reflect the use that you have had out of it/them.

    4. Please note you will not be eligible to claim under this Clause 14 in the following circumstances:

       1. the Seller informs you of any fault(s), damage, or other problems with the item(s) before you purchase them and it is because of that/those same issue(s) that you subsequently wish to return them;

       2. you have purchased the item(s) for an unsuitable purpose that is neither obvious nor made known to the Seller and the problem has resulted from your use of the item(s) for that purpose; or

       3. the problem is the result of normal wear and tear, misuse, or intentional or careless damage.

       4. We provide a cancellation form on Our Site https://medcosolutions.co.uk/Account/Orders for you to use when returning items. The costs of returning items to a Seller should be covered by the Seller, reimbursing you where necessary.

    5. Refunds (whether full or partial, including reductions in price) under this Clause 14 must be issued within 14 calendar days of the day on which the Seller agrees that you are entitled to a refund.

    6. Any and all refunds under this Clause 14 must include all delivery costs paid by you when the item(s) was/were originally purchased.

    7. Further information on legal rights can be obtained from your local Citizens Advice Bureau or Trading Standards Office.

14. 15. Further Transaction Cancellation Rights

    1. The Seller has the right to cancel a transaction and issue a full refund of any sums paid (including delivery charges) in the following circumstances:

       1. You and the Seller have mutually agreed to cancel the transaction before the item(s) is/are dispatched;

       2. You and the Seller have mutually agreed to cancel the transaction following receipt by you of the item(s) and you have returned the item(s) to the Seller;

       3. You have failed to pay;

       4. The Seller has chosen to refuse service to you.

    2. Refunds must be made within 7 days of:

       1. the date on which you and the Seller agree the cancellation, under sub-Clauses 15.1.1 and 15.1.2; or

       2. the date on which the Seller informs you that they are cancelling the transaction, under sub-Clauses 15.1.3 and 15.1.4.

15. Your Account Cancellation Rights

    1. You may close your Account at any time by notifying support@medcosolutions.co.uk

    2. Any outstanding sums due and payable to any Seller(s) will remain payable and your Account will not be fully closed until all sums due have been paid and the relevant transaction(s) completed or cancelled.

16. Our Liability to You

    1. As stated in Clause 5, We are not a party to any transactions, other relationships, or disputes between Buyers and Sellers. Furthermore, as stated in sub-Clause 5.2, We do not pre-screen Sellers or any items that Sellers advertise in Listings on Our Marketplace. We will not be responsible for any aspect of a transaction and make no warranties as to the quality, safety, or legality of any item(s) purchased from Sellers on Our Marketplace. Any claims pertaining to a transaction must be made directly against the Seller concerned.

    2. We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms for Buyers or as a result of Our negligence.

    3. Subject to sub-Clause 17.2, to the fullest extent permissible by law, We will not be liable to you for any loss of profit, loss of business, interruption to business, or for any loss of business opportunity.

    4. Nothing in these Terms for Buyers seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents, or sub-contractors); or for fraud or fraudulent misrepresentation.

    5. Nothing in these Terms for Buyers seeks to limit or exclude consumers’ legal rights. For more details of consumers’ legal rights, please refer to your local Citizens Advice Bureau or Trading Standards Office.

17. Communication and Contact Details

    1. If you wish to contact Us with general questions or complaints, you may contact Us by email at support@medcosolutions.co.uk

    2. For matters relating to Our Marketplace including, but not limited to, these Terms for Buyers, transactions, Sellers, and other Buyers, please contact Us by email at support@medcosolutions.co.uk

    3. For matters relating to cancellations, please contact Us by email at support@medcosolutions.co.uk

18. How We Use Your Personal Information (Data Protection)

    1. All personal information that We may collect (including, but not limited to, your name, address and telephone number) will be collected, used and held in accordance with our privacy policy – https://medcosolutions.co.uk/PrivacyPolicy and compliant with your rights under GDPR.

    2. We may use your personal information to:

       1. Provide Our Marketplace services to you;

       2. Inform you of new products and/or services available from Us (if you opt or have previously opted to receive it). You may request that We stop sending you this information at any time;

    3. We will not pass on your personal information to any third parties [without first obtaining your express permission].

19. Other Important Terms

    1. We may transfer (assign) Our obligations and rights under these Terms for Buyers to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms for Buyers will not be affected and Our obligations under these Terms for Buyers will be transferred to the third party who will remain bound by them.

    2. You may not transfer (assign) your obligations and rights under these Terms for Buyers without Our express written permission.

    3. If any of the provisions of these Terms for Buyers are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms for Buyers. The remainder of these Terms for Buyers shall be valid and enforceable.

    4. No failure or delay by Us in exercising any of Our rights under these Terms for Buyers means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms for Buyers means that We will waive any subsequent breach of the same or any other provision.

    5. We may revise these Terms for Buyers from time to time in response to changes in relevant laws and other regulatory requirements.

20. Law and Jurisdiction

    1. These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of [England & Wales] [Northern Ireland] [Scotland].

    2. If you are a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Sub-Clause 21.1 above takes away or reduces your rights as a consumer to rely on those provisions.

    3. If you are a consumer, any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.

    4. If you are a business, any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the [non] exclusive jurisdiction of the courts of [England & Wales] [Northern Ireland] [Scotland].

 

Terms for sellers

Background

These Terms for Sellers, together with any and all other documents referred to herein, set out the terms under which Users (“Sellers”) sell on Our Marketplace. Please read these Terms for Sellers carefully and ensure that you understand them before selling on Our Marketplace. You will be required to read and accept these Terms for Sellers when registering as a Vendor or accepting any order through medcosolutions.co.uk. If you do not agree to comply with and be bound by these Terms for Sellers, you will not be able to sell on Our Marketplace. These Terms for Sellers, as well as any and all contracts are in the English language only.

1. Definitions and Interpretations

   1. In these Terms for Sellers, unless the context otherwise requires, the following expressions have the following meanings:

      • “Account” means an account required to access and/or use certain areas of Our Site, including Our Marketplace;

      • “Buyer” means a User who makes a purchase on Our Marketplace;

      • “Content” means any and all text, images, audio, video, scripts, code, software, databases, and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Site;

      • “Listing” means a listing on Our Marketplace advertising an item or items for sale;

      • “Listing Fee” means a fee payable for submitting and/or renewing a Listing;

      • “Marketplace” means Our platform for Buyers and Sellers on Our Site;

      • “Our Site” means this website, www.medcosolutions.co.uk

      • “Payment Service” means the payment service provided by Stripe;

      • “Payment Service Account” means an account for the holding of funds provided as part of the Payment Service and administered by the Third Party Payment Service Provider;

      • “Seller” means a User who sells on Our Marketplace;

      • “Third Party Payment Service Provider” means Medco Solutions limited, and whose website is www.medcosolutions.co.uk;

      • “Transaction Fee” means a percentage fee applied to each sale made on Our Marketplace;

      • “User” means a user of Our Site;

      • “User Content” means any Content added to Our Site by a User;

      • “We/Us/Our” means Medco Solutions

2. Information About Us

   1. Our Site is [owned and] operated by Medco Solutions Limited [, a limited company registered in England under company number 1043280, whose registered address is

   2. Our VAT number is

3. Access to and Use of Our Site

   1. Access to Our Site is free of charge.

   2. It is your responsibility to make any and all arrangements necessary in order to access Our Site.

   3. Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend, or discontinue Our Site (or any part of it) at any time and without notice. Subject to the remainder of these Terms for Sellers, We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.

   4. Use of Our Site is also subject to Our Terms of Use and Terms for Buyers. Please ensure that you have read them carefully and that you understand them.

4. Age Restrictions
   You may only make sell on Our Marketplace if you are at least 18 years of age.

5. Our Marketplace
   Our Marketplace is provided solely as an online venue for Buyers and Sellers. We are not a party to any transactions or other relationships between Buyers and Sellers. You hereby acknowledge and agree that:

   1. Buyers are not making purchases from Us and are not entering into a contract with Us. A Buyer’s purchase is from you, and their contract is with you;

   2. We will not be a party to any dispute between you and any Buyer or another Seller. Any claims must be made directly against the party concerned;

   3. We do not pre-screen Sellers or any items that you advertise in Listings on Our Marketplace. We are not, therefore, in any way responsible for any items sold or for the content of any Listings; and

   4. While all you are required to comply with these Terms for Sellers https://medcosolutions.co.uk/Terms, which include provisions covering important matters such as payment methods, processing times, and delivery methods, all Sellers are different and may not accept the same payment methods, process transactions within the same time frame, or offer the same delivery methods (or prices)

6. 27. What Can and Cannot be Sold on Our Marketplace

   1. The following are permitted on Our Marketplace:

      1. Any building products that are legally compliant for use within the UK.

   2. The following are not permitted on Our Marketplace:

      1. Any products that Medco Solutions Ltd doesn’t feel is in line with its values and customer promise. Any products that aren’t legally compliant or don’t have usage rights within the UK.

   3. We reserve the right to remove any Listing that breaches the provisions of this Clause 6. If We do so, please note that Listing Fees are non-refundable. In addition, We may also suspend or terminate your Account. All sums due will remain due and payable notwithstanding any suspension or termination for any reason.

7. The seller will make available to Medco, free of charge, all current Product information, including electronic images, recommended retail prices, age ratings, any product safety information required by applicable law to be displayed to consumers and Product information collected by Medco from the Sellers website (“Product Information”). The seller will provide timely updates to the Product Information. The seller grants Medco a non-exclusive, worldwide, irrevocable and royalty-free license for such period as the rights the seller has in the Product Information subsist at law to: (a) use, copy and display the Product Information on or in connection with any website (or similar ecommerce channel); (b) convert to digital electronic form, excerpt, reformat, adapt or otherwise create derivative works of the Product Information; (c) use all trademarks or trade names included in the Product Information; and (d) sublicense any of the foregoing rights for the purpose of marketing and promotion of the Products.

When selling on Our Marketplace, it is important that all descriptions of items are truthful and accurate, and that all visual representations are true representations of what you are selling (as far as is reasonably possible). You agree that all Listings submitted by you will comply with the following:

1. if an item is not new, it must not be described as such;

2. if an item is used, the description must give as much detail as is reasonably possible about the age of the item, its condition, and any damage or defects;

3. if an item is not original (i.e. it has been purchased from, or otherwise supplied by, another party), it must not be described as such;

4. you may only describe something as being made or done by you if that is truly the case. If any other party is involved, your Listing must state and describe their involvement;

5. subject to sub-Clause 7.6, photographs must be of what you are selling and not stock photographs, photographs from other Sellers or websites, drawings, renderings, or other representations;

6. if you are selling multiples of the same item (including, but not limited to, items made to order, customised versions of an item, or variations resulting in a similar but not identical product), you do not need to include photographs of every individual item, provided that your description sets out any variations that are likely to be made, stating that the photographs provided are examples only;

7. your listing must include delivery costs where it is possible to calculate them in advance, or reasonable estimates [or brackets] where it is not possible to calculate them in advance;

8. if you are offering items made or customised to order, provide full details of the options available to Buyers;

9. if you are offering items made or customised to order and the price for those items will vary according to a Buyer’s requirements, include full details of pricing including, if possible, set prices for different versions of an item or, if this is not possible, a statement that pricing will vary according to the Buyer’s requirements;

10. if you are offering items made or customised to order, you must provide reasonable estimates for the time required to make or customise such orders and use all reasonable efforts to ensure that you keep to such times;

11. you must not use any Content that belongs to other parties in your Listings without their express permission (please refer to Clause 8 for more information on intellectual property rights);

12. your Listing must not advertise alternate locations from which your items can be purchased, thereby avoiding Our Transaction Fees.

1. Intellectual Property Rights

   1. The provisions of Clause 6 of Our Terms of Use apply to all User Content submitted to Our Site, including any and all User Content submitted to Our Marketplace [in Listings] OR [whether in Listings or as digital content for purchase by Buyers].

   2. Sellers must, at all times, respect the intellectual property rights of other Sellers on Our Marketplace. Under no circumstances may you use intellectual property belonging to another party without that party’s express permission.

   3. If you feel that another User (whether they are another Seller or a Buyer or otherwise) has infringed your intellectual property rights in any way, please contact Us at support@medcosolutions.co.uk.

   4. If another party contacts Us accusing you of infringing their intellectual property rights:

      1. We will contact you to inform you of the complaint;

      2. We may remove the User Content that is the subject of the complaint;

      3. if you have questions regarding the complaint, or wish to challenge it, you must contact the complaining party. We will not be a party to any dispute concerning intellectual property and cannot assist in resolving such disputes; and

      4. you are free to resubmit the User Content in question if the complaint is resolved and you have the permission of the complaining party to do so (where it is required). We can neither permit nor deny such resubmission as We will not be a party to the dispute.

2. Seller Rules and Acceptable Usage Policy

   1. When using Our Marketplace, you must do so lawfully, fairly, and in a manner that complies with the provisions of this Clause 9. Specifically:

      1. you must ensure that you comply fully with all local, national, or international laws, and/or regulations (including but not limited to those which may apply to the item(s) you wish to sell);

      2. you must not use Our Marketplace in any way, or for any purpose, that is unlawful or fraudulent;

      3. 30.1.3 you must not use Our Marketplace to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind;

      4. you must not use Our Marketplace in any way, or for any purpose, that is intended to harm any person or persons in any way;

      5. you must always provide accurate, honest information about yourself and any and all items that you are selling on Our Marketplace;

      6. you must not charge excessively for delivery to Buyers

      7. you must state the price of an item accurately and clearly, and must not change it in order to avoid paying the applicable Transaction Fee; and

      8. you must not engage in any form of price fixing with other Users (including Sellers and Buyers).

   2. When using Our Marketplace, you must not submit anything (including, but not limited to, material in a Listing) or otherwise do anything that:

      1. is sexually explicit;

      2. is obscene, deliberately offensive, hateful, or otherwise inflammatory;

      3. promotes violence;

      4. promotes or assists in any form of unlawful activity;

      5. discriminates against, or is in any way defamatory of, any person, group, or class of persons; race; gender; religion; nationality; disability; sexual orientation; or age;

      6. is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

      7. is calculated or is otherwise likely to deceive;

      8. is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;

      9. misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 7.2);

      10. implies any form of affiliation with Us where none exists;

      11. infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trade marks, patents, and database rights) of any other party; or

      12. is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

   3. We reserve the right to suspend or terminate your access to Our Marketplace if you materially breach the provisions of this Clause 7 or any of the other provisions of these Terms for Buyers. Further actions We may take include, but are not limited to:

      1. removing any offending material from Our Marketplace;

      2. issuing you with a written warning;

      3. legal proceedings against you for reimbursement of any and all relevant costs resulting from your breach on an indemnity basis;

      4. further legal action against you as appropriate;

      5. disclosing such information to law enforcement authorities as required or as We deem reasonably necessary; and/or

      6. any other actions which We deem reasonably necessary, appropriate, and lawful.

   4. We hereby exclude any and all liability arising out of any actions that We may take in response to breaches of these Terms for Buyers.

3. Listing Fees and Transaction Fees

   1. Pre-negotiated listing Fees of per Listing are charged when submitting a new Listing and/or when renewing an existing Listing.

   2. Listing Fees are payable whether or not your Listing results in a sale [and if your Listing is for the sale of multiples of the same item, after the submission of the Listing incurs the first Listing Fee payment, all sales after the first sale will each incur the Listing Fee].

   3. A pre-negotiated Transaction Fee of each item sold will apply to each sale. Transaction Fees are calculated based only on the price of an item, not on additional sums such as delivery charges.

   4. Any and all actions designed to avoid the payment of any fees described in these Terms for Sellers (including, but not limited to those described in sub-Clauses 7.12 and 9.1.7) are strictly prohibited.

4. Payment Service

   1. All Payments on Our Marketplace are made through the Payment Service provided by Stripe, Our Third Party Payment Service Provider.

   2. Your use of the Payment Service requires an account with the Third Party Payment Service Provider and will be subject to its own terms and conditions and privacy policy. You will be required to read and accept those terms and conditions and privacy policy before taking payments from Buyers on Our Marketplace.

   3. By using the Payment Service, you acknowledge and agree to Us sharing your personal information and/or information about your transactions on Our Marketplace with the Third Party Payment Service Provider.

   4. The Payment Service works with the following payment methods:

      1. Any Credit/Debit card as listed in Stripes payment details.

   5. If We receive notice from the Third Party Payment Service Provider that your use of Our Marketplace or the Payment Service is in breach of their terms or of any agreement between you and them, We may take actions including, but not limited to, those necessary to rectify your breach, removing your ability to use the Payment Service to make or accept payments on Our Marketplace, and/or the suspension or termination of your Account on Our Site.

   6. The Third Party Payment Service Provider reserves the right to refuse the use of the Payment Service to anyone, for any reason, and at any time.

5. Delivery

   1. You must dispatch items as soon as is reasonably possible upon receipt of payment from a Buyer under Clause 12, taking into account the nature of the item(s) in question, preparation time and, where relevant, manufacturing time (if items are made or customised to order). Unless your Listing has stated otherwise, or unless the Buyer has agreed otherwise, you must dispatch items no later than 30 calendar days after the date on which the sale takes place.

   2. You must ensure that you dispatch items to the correct address provided by the Buyer. It is your responsibility to ensure that the address that you use exactly matches that provided by the Buyer. If items dispatched do not reach the Buyer due to an incorrect address provided by the Buyer, it is the Buyer’s responsibility and not yours.

   3. You are free to determine the delivery charges for your items; however, delivery charges must be reasonable, not excessive, and must genuinely reflect the actual cost to you of delivering the item in question to the Buyer.

   4. You are responsible for delivering items to Buyers upon receipt of payment. You may deliver items personally, arrange with the Buyer for the Buyer to collect items, or use a postal or delivery service [of your choice] OR [agreed between you and the Buyer].

   5. It is strongly recommended that you obtain proof of postage or dispatch when dispatching items. Such proof will be important in the event that a Buyer does not receive the item(s) from you.

   6. Once an item has been dispatched to a Buyer, you must inform the Buyer. [Our Marketplace enables you to do this by marking as despatched in your vendor online account.] You must not describe an item as dispatched until it actually has been.

   7. [Our Marketplace allows you to share tracking information obtained from a postal or delivery service with Buyers. By sharing such information, you are giving Us your permission to collect and use it to provide Our service, and to share it with the Buyer.]

   8. You must comply with any and all applicable shipping and customs regulations when delivering items to Buyers. It is your responsibility to check, be aware of, understand, and comply with all such regulations.

6. Buyers’ Rights to Cancel and Return Items

   1. Buyers who are consumers (that is, not a business) based in the European Union, may be entitled to a “cooling-off” period within which they may cancel your contract with you and return an item for any reason. If applicable, the cooling-off period ends 14 calendar days after the day on which the Buyer (or someone nominated by the Buyer) receive(s) the item.

   2. The cooling-off period does not apply in the following circumstances:

      1. If the item is sealed for health or hygiene reasons, and the Buyer has unsealed the item after receiving it; or

      2. If the item consists of sealed audio or video recordings (e.g. CD or DVD) or sealed computer software, and the Buyer has unsealed the item after receiving it; or

      3. If the item is digital content and it has been downloaded or otherwise accessed by the Buyer; or

      4. If the item is likely to deteriorate quickly, for example flowers or food; or

      5. If the item has been personalised or made-to-order for the Buyer; or

      6. If the item has been inseparably mixed with another item or other items (according to their nature) after the Buyer has received it.

   3. If a Buyer exercises their right to cancel during the cooling-off period, they must inform you of that decision within the cooling-off period. The Buyer may do so in any way they wish, however for convenience We provide a cancellation form on Our Site within there my orders page. Cancellation by email or by post is effective from the date on which the Buyer sends you their message. Please note that the cooling-off period lasts for whole calendar days. If, for example, the Buyer sends you an email or letter by 23:59:59 on the final day of the cooling-off period, their cancellation will be valid and must be accepted.

   4. Items must be returned to you by the Buyer no more than 14 calendar days after the day on which the Buyer informs you that they wish to cancel. The Buyer will be responsible for the costs of returning items to you if they cancel under the cooling-off period.

   5. When a Buyer cancels under the cooling-off period, you must issue a refund within 14 calendar days of the following:

      1. The day on which you receive the item(s) back; or

      2. The day on which the Buyer informs you (supplying evidence) that they have sent the item(s) back (if this is earlier than the day under sub-Clause 16.5.1); or

      3. If you have not yet dispatched the item(s), the day on which the Buyer informs you that they wish to cancel.

   6. You may make certain limited deductions from refunds under this Clause 16 as follows:

      1. You may reduce a refund for any diminished value in an item resulting from the Buyer’s excessive handling of it (e.g. handling going beyond that which would be permitted in a shop); and/or

      2. You are only required by law to reimburse standard delivery charges. If a Buyer has chosen a premium delivery method, you are only required to reimburse them for the equivalent of standard delivery.

7. Problems with Transactions and Buyers’ Rights

   1. By law, you must provide goods and/or digital content that are/is of satisfactory quality, fit for purpose, as described at the time of purchase, in accordance with any pre-contract information that you provide to the Buyer, and that matches any samples or models that you have shown to the Buyer (unless you have made the Buyer aware of any differences).

   2. If items do not conform with the requirements outlined in sub-Clause 17.1 and, for example, have faults or are damaged when the Buyer receives them, the Buyer must contact you as soon as reasonably possible to inform you of the problem. The following remedies will be available to the Buyer:

      1. Beginning on the day that the Buyer receives the item(s), if the item(s) is/are goods, the Buyer has a 30 calendar day right to reject them and to receive a full refund if they do not conform.

      2. If the Buyer does not wish to reject the item(s), if the 30 calendar day rejection period does not apply, or if it has expired, the Buyer may request a repair or replacement. You must bear the costs and must carry out the repair or replacement within a reasonable time and without significant inconvenience to the Buyer. If either a repair or a replacement is impossible or disproportionately difficult, you may offer the Buyer the alternative option (i.e. a replacement instead of a repair or vice versa) or a full refund. If the Buyer requests a repair or replacement during the 30 calendar day rejection period, that period will be suspended while you carry out the repair or replacement and will resume on the day that the Buyer receives the replacement or repaired item(s). If less than 7 calendar days remain out of the original period, it will be extended to 7 calendar days.

      3. If, after a repair or replacement, the item(s) still do not conform (or if you cannot repair or replace it/them, as described above, or if you have failed to act within a reasonable time or without significant inconvenience to the Buyer), the Buyer may have the right to keep the item(s) at a reduced price, or to reject it/them in exchange for a refund.

   3. If the Buyer exercises the final right to reject the item(s) more than six months after receiving it/them, you may reduce any refund to reflect the use that the Buyer has had out of it/them.

   4. Please note that Buyers will not be eligible to claim under this Clause 17 in the following circumstances:

      1. you inform the Buyer of any fault(s), damage, or other problems with the item(s) before the Buyer purchases them and it is because of that/those same issue(s) that the Buyer subsequently wishes to return them;

      2. the Buyer has purchased the item(s) for an unsuitable purpose that is neither obvious nor made known to you and the problem has resulted from the Buyer’s use of the item(s) for that purpose; or

      3. the problem is the result of normal wear and tear, misuse, or intentional or careless damage.

      4. We provide a cancellation form on Our Site within the My orders section of the user login for Buyers to use when returning items. The costs of returning items to you should be covered by you, reimbursing the Buyer where necessary.

   5. Refunds (whether full or partial, including reductions in price) under this Clause 17 must be issued within 14 calendar days of the day on which you agree that the Buyer is entitled to a refund.

   6. Any and all refunds under this Clause 17 must include all delivery costs paid by the Buyer when the item(s) was/were originally purchased.

   7. Further information on legal rights can be obtained from your local Citizens Advice Bureau or Trading Standards Office.

8. Further Transaction Cancellation Rights

   1. You have the right to cancel a transaction and issue a full refund of any sums paid (including delivery charges) in the following circumstances:

      1. You and the Buyer have mutually agreed to cancel the transaction before the item(s) is/are dispatched;

      2. You and the Buyer have mutually agreed to cancel the transaction following receipt by the Buyer of the item(s) and the Buyer has returned the item(s) to you;

      3. The Buyer has not paid; or

      4. You have chosen to refuse service to the Buyer.

   2. Refunds must be made within 1 day of:

      1. the date on which you and the Buyer agree the cancellation, under sub-Clauses 18.1.1 and 18.1.2; or

      2. the date on which you inform the Buyer that you are cancelling the transaction, under sub-Clauses 18.1.3 and 18.1.4.

9. Your Account Cancellation Rights

   1. You may close your Account and cancel your agreement with Us by contacting support@medcosolutions.co.uk.

   2. Any outstanding sums due and payable to Us (including, but not limited to, Listing Fees and Transaction Fees) will remain payable by the original due date and your Account will not be fully closed until all sums due to Us have been paid.

   3. If We have done something wrong, you may be entitled to cancel and receive a refund of certain sums paid for services that have not been provided to you. You may also be entitled to compensation. This may apply in the following circumstances:

      1. We have breached these Terms for Sellers in a material way and fail to remedy the breach within 14 days of you asking Us to do so in writing; or

      2. We go into liquidation or have a receiver or administrator appointed over Our assets; or

      3. We change our service or these Terms for Sellers to your material disadvantage; or

      4. We are adversely affected by an event outside of Our control [that continues for more than 1 day] (as under sub-Clause 21.2.5).

10. Our Liability to You

    1. As stated in Clause 5, We are not a party to any transactions, other relationships, or disputes between Buyers and Sellers.

    2. We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms for Sellers or as a result of Our negligence.

    3. Subject to sub-Clause 20.2, to the fullest extent permissible by law, We will not be liable to you for any loss of profit, loss of business, interruption to business, or for any loss of business opportunity.

    4. Nothing in these Terms for Sellers seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents, or sub-contractors); or for fraud or fraudulent misrepresentation.

    5. Nothing in these Terms for Sellers seeks to limit or exclude consumers’ legal rights. For more details of consumers’ legal rights, please refer to your local Citizens Advice Bureau or Trading Standards Office.

11. Events Outside of Our Control (Force Majeure)

    1. We will not be liable for any failure or delay in performing Our obligations to you where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

    2. If any event described under this Clause 21 occurs that is likely to adversely affect Our performance of any of Our obligations to you:

       1. We will inform you as soon as is reasonably possible;

       2. Our obligations under these Terms for Sellers will be suspended and any time limits that We may be bound by will be extended accordingly;

       3. We will inform you when the event outside of Our control is over and provide details of any new dates, times, or availability of services as necessary;

Any refunds due to you as a result of your cancellation under sub-Clause 21.2.5 will be paid to you as soon as is reasonably possible and in any event no later than 14 calendar days after your Account is cancelled.

1. Communication and Contact Details

   1. If you wish to contact Us with general questions or complaints, you may contact Us by email at support@medcosolutions.co.uk

   2. For matters relating to Our Marketplace including, but not limited to, these Terms for Sellers, transactions, Buyers, and other Sellers, please contact Us by email at support@medcosolutions.co.uk

   3. For matters relating to cancellations, please contact Us by email at support@medcosolutions.co.uk

2. How We Use Your Personal Information (Data Protection)

   1. All personal information that We may collect (including, but not limited to, your name, address and telephone number) will be collected, used and held in accordance with our privacy policy – https://medcosolutions.co.uk/PrivacyPolicy and compliant with your rights under GDPR.

   2. We may use your personal information to:

      1. Provide Our Marketplace services to you;

      2. Inform you of new products and/or services available from Us (if you opt or have previously opted to receive it). You may request that We stop sending you this information at any time;

   3. We will not pass on your personal information to any third parties [without first obtaining your express permission].

3. Other Important Terms

   1. We may transfer (assign) Our obligations and rights under these Terms for Sellers to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms for Buyers will not be affected and Our obligations under these Terms for Sellers will be transferred to the third party who will remain bound by them.

   2. You may not transfer (assign) your obligations and rights under these Terms for Sellers without Our express written permission.

   3. If any of the provisions of these Terms for Sellers are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms for Sellers. The remainder of these Terms for Sellers shall be valid and enforceable.

   4. No failure or delay by Us in exercising any of Our rights under these Terms for Sellers means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms for Sellers means that We will waive any subsequent breach of the same or any other provision.

   5. We may revise these Terms for Sellers from time to time in response to changes in relevant laws and other regulatory requirements.

4. Law and Jurisdiction

   1. These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of [England & Wales] [Northern Ireland] [Scotland].

   2. If you are a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Sub-Clause 21.1 above takes away or reduces your rights as a consumer to rely on those provisions.

   3. If you are a consumer, any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.

   4. If you are a business, any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the [non] exclusive jurisdiction of the courts of [England & Wales] [Northern Ireland] [Scotland].

Terms for sellers

Background

These Terms for Sellers, together with any and all other documents referred to herein, set out the terms under which Users (“Sellers”) sell on Our Marketplace. Please read these Terms for Sellers carefully and ensure that you understand them before selling on Our Marketplace. You will be required to read and accept these Terms for Sellers when registering as a Vendor or accepting any order through medcosolutions.co.uk. If you do not agree to comply with and be bound by these Terms for Sellers, you will not be able to sell on Our Marketplace. These Terms for Sellers, as well as any and all contracts are in the English language only.

1. Definitions and Interpretations

   1. In these Terms for Sellers, unless the context otherwise requires, the following expressions have the following meanings:

      • “Account” means an account required to access and/or use certain areas of Our Site, including Our Marketplace;

      • “Buyer” means a User who makes a purchase on Our Marketplace;

      • “Content” means any and all text, images, audio, video, scripts, code, software, databases, and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Site;

      • “Listing” means a listing on Our Marketplace advertising an item or items for sale;

      • “Listing Fee” means a fee payable for submitting and/or renewing a Listing;

      • “Marketplace” means Our platform for Buyers and Sellers on Our Site;

      • “Our Site” means this website, www.medcosolutions.co.uk

      • “Payment Service” means the payment service provided by Stripe;

      • “Payment Service Account” means an account for the holding of funds provided as part of the Payment Service and administered by the Third Party Payment Service Provider;

      • “Seller” means a User who sells on Our Marketplace;

      • “Third Party Payment Service Provider” means Medco Solutions and whose website is www.medcosolutions.co.uk;

      • “Transaction Fee” means a percentage fee applied to each sale made on Our Marketplace;

      • “User” means a user of Our Site;

      • “User Content” means any Content added to Our Site by a User;

      • “We/Us/Our” means Medco Solutions

2. Information About Us

   1. Our Site is [owned and] operated by Medco Solutions

   2. Our VAT number is

3. Access to and Use of Our Site

   1. Access to Our Site is free of charge.

   2. It is your responsibility to make any and all arrangements necessary in order to access Our Site.

   3. Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend, or discontinue Our Site (or any part of it) at any time and without notice. Subject to the remainder of these Terms for Sellers, We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.

   4. Use of Our Site is also subject to Our Terms of Use and Terms for Buyers. Please ensure that you have read them carefully and that you understand them.

4. Age Restrictions
   You may only make sell on Our Marketplace if you are at least 18 years of age.

5. Our Marketplace
   Our Marketplace is provided solely as an online venue for Buyers and Sellers. We are not a party to any transactions or other relationships between Buyers and Sellers. You hereby acknowledge and agree that:

   1. Buyers are not making purchases from Us and are not entering into a contract with Us. A Buyer’s purchase is from you, and their contract is with you;

   2. We will not be a party to any dispute between you and any Buyer or another Seller. Any claims must be made directly against the party concerned;

   3. We do not pre-screen Sellers or any items that you advertise in Listings on Our Marketplace. We are not, therefore, in any way responsible for any items sold or for the content of any Listings; and

   4. While all you are required to comply with these Terms for Sellers https://medcosolutions.co.uk/Terms, which include provisions covering important matters such as payment methods, processing times, and delivery methods, all Sellers are different and may not accept the same payment methods, process transactions within the same time frame, or offer the same delivery methods (or prices)

6. 27. What Can and Cannot be Sold on Our Marketplace

   1. The following are permitted on Our Marketplace:

      1. Any building products that are legally compliant for use within the UK.

   2. The following are not permitted on Our Marketplace:

      1. Any products that Medco Solutions Ltd doesn’t feel is in line with its values and customer promise. Any products that aren’t legally compliant or don’t have usage rights within the UK.

   3. We reserve the right to remove any Listing that breaches the provisions of this Clause 6. If We do so, please note that Listing Fees are non-refundable. In addition, We may also suspend or terminate your Account. All sums due will remain due and payable notwithstanding any suspension or termination for any reason.

7. The seller will make available to Medco, free of charge, all current Product information, including electronic images, recommended retail prices, age ratings, any product safety information required by applicable law to be displayed to consumers and Product information collected by Medco from the Sellers website (“Product Information”). The seller will provide timely updates to the Product Information. The seller grants Medco a non-exclusive, worldwide, irrevocable and royalty-free license for such period as the rights the seller has in the Product Information subsist at law to: (a) use, copy and display the Product Information on or in connection with any website (or similar ecommerce channel); (b) convert to digital electronic form, excerpt, reformat, adapt or otherwise create derivative works of the Product Information; (c) use all trademarks or trade names included in the Product Information; and (d) sublicense any of the foregoing rights for the purpose of marketing and promotion of the Products.

When selling on Our Marketplace, it is important that all descriptions of items are truthful and accurate, and that all visual representations are true representations of what you are selling (as far as is reasonably possible). You agree that all Listings submitted by you will comply with the following:

1. if an item is not new, it must not be described as such;

2. if an item is used, the description must give as much detail as is reasonably possible about the age of the item, its condition, and any damage or defects;

3. if an item is not original (i.e. it has been purchased from, or otherwise supplied by, another party), it must not be described as such;

4. you may only describe something as being made or done by you if that is truly the case. If any other party is involved, your Listing must state and describe their involvement;

5. subject to sub-Clause 7.6, photographs must be of what you are selling and not stock photographs, photographs from other Sellers or websites, drawings, renderings, or other representations;

6. if you are selling multiples of the same item (including, but not limited to, items made to order, customised versions of an item, or variations resulting in a similar but not identical product), you do not need to include photographs of every individual item, provided that your description sets out any variations that are likely to be made, stating that the photographs provided are examples only;

7. your listing must include delivery costs where it is possible to calculate them in advance, or reasonable estimates [or brackets] where it is not possible to calculate them in advance;

8. if you are offering items made or customised to order, provide full details of the options available to Buyers;

9. if you are offering items made or customised to order and the price for those items will vary according to a Buyer’s requirements, include full details of pricing including, if possible, set prices for different versions of an item or, if this is not possible, a statement that pricing will vary according to the Buyer’s requirements;

10. if you are offering items made or customised to order, you must provide reasonable estimates for the time required to make or customise such orders and use all reasonable efforts to ensure that you keep to such times;

11. you must not use any Content that belongs to other parties in your Listings without their express permission (please refer to Clause 8 for more information on intellectual property rights);

12. your Listing must not advertise alternate locations from which your items can be purchased, thereby avoiding Our Transaction Fees.

1. Intellectual Propery Rights

   1. The provisions of Clause 6 of Our Terms of Use apply to all User Content submitted to Our Site, including any and all User Content submitted to Our Marketplace [in Listings] OR [whether in Listings or as digital content for purchase by Buyers].

   2. Sellers must, at all times, respect the intellectual property rights of other Sellers on Our Marketplace. Under no circumstances may you use intellectual property belonging to another party without that party’s express permission.

   3. If you feel that another User (whether they are another Seller or a Buyer or otherwise) has infringed your intellectual property rights in any way, please contact Us at support@medcosolutions.co.uk.

   4. If another party contacts Us accusing you of infringing their intellectual property rights:

      1. We will contact you to inform you of the complaint;

      2. We may remove the User Content that is the subject of the complaint;

      3. if you have questions regarding the complaint, or wish to challenge it, you must contact the complaining party. We will not be a party to any dispute concerning intellectual property and cannot assist in resolving such disputes; and

      4. you are free to resubmit the User Content in question if the complaint is resolved and you have the permission of the complaining party to do so (where it is required). We can neither permit nor deny such resubmission as We will not be a party to the dispute.

2. Seller Rules and Acceptale Usage Policy

   1. When using Our Marketplace, you must do so lawfully, fairly, and in a manner that complies with the provisions of this Clause 9. Specifically:

      1. you must ensure that you comply fully with all local, national, or international laws, and/or regulations (including but not limited to those which may apply to the item(s) you wish to sell);

      2. you must not use Our Marketplace in any way, or for any purpose, that is unlawful or fraudulent;

      3. 30.1.3 you must not use Our Marketplace to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind;

      4. you must not use Our Marketplace in any way, or for any purpose, that is intended to harm any person or persons in any way;

      5. you must always provide accurate, honest information about yourself and any and all items that you are selling on Our Marketplace;

      6. you must not charge excessively for delivery to Buyers

      7. you must state the price of an item accurately and clearly, and must not change it in order to avoid paying the applicable Transaction Fee; and

      8. you must not engage in any form of price fixing with other Users (including Sellers and Buyers).

   2. When using Our Marketplace, you must not submit anything (including, but not limited to, material in a Listing) or otherwise do anything that:

      1. is sexually explicit;

      2. is obscene, deliberately offensive, hateful, or otherwise inflammatory;

      3. promotes violence;

      4. promotes or assists in any form of unlawful activity;

      5. discriminates against, or is in any way defamatory of, any person, group, or class of persons; race; gender; religion; nationality; disability; sexual orientation; or age;

      6. is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

      7. is calculated or is otherwise likely to deceive;

      8. is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;

      9. misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 7.2);

      10. implies any form of affiliation with Us where none exists;

      11. infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trade marks, patents, and database rights) of any other party; or

      12. is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

   3. We reserve the right to suspend or terminate your access to Our Marketplace if you materially breach the provisions of this Clause 7 or any of the other provisions of these Terms for Buyers. Further actions We may take include, but are not limited to:

      1. removing any offending material from Our Marketplace;

      2. issuing you with a written warning;

      3. legal proceedings against you for reimbursement of any and all relevant costs resulting from your breach on an indemnity basis;

      4. further legal action against you as appropriate;

      5. disclosing such information to law enforcement authorities as required or as We deem reasonably necessary; and/or

      6. any other actions which We deem reasonably necessary, appropriate, and lawful.

   4. We hereby exclude any and all liability arising out of any actions that We may take in response to breaches of these Terms for Buyers.

3. Listing Fees and Transaction Fees

   1. Pre-negotiated listing Fees of per Listing are charged when submitting a new Listing and/or when renewing an existing Listing.

   2. Listing Fees are payable whether or not your Listing results in a sale [and if your Listing is for the sale of multiples of the same item, after the submission of the Listing incurs the first Listing Fee payment, all sales after the first sale will each incur the Listing Fee].

   3. A pre-negotiated Transaction Fee of each item sold will apply to each sale. Transaction Fees are calculated based only on the price of an item, not on additional sums such as delivery charges.

   4. Any and all actions designed to avoid the payment of any fees described in these Terms for Sellers (including, but not limited to those described in sub-Clauses 7.12 and 9.1.7) are strictly prohibited.

4. Payment Service

   1. All Payments on Our Marketplace are made through the Payment Service provided by Stripe, Our Third Party Payment Service Provider.

   2. Your use of the Payment Service requires an account with the Third Party Payment Service Provider and will be subject to its own terms and conditions and privacy policy. You will be required to read and accept those terms and conditions and privacy policy before taking payments from Buyers on Our Marketplace.

   3. By using the Payment Service, you acknowledge and agree to Us sharing your personal information and/or information about your transactions on Our Marketplace with the Third Party Payment Service Provider.

   4. The Payment Service works with the following payment methods:

      1. Any Credit/Debit card as listed in Stripes payment details.

   5. If We receive notice from the Third Party Payment Service Provider that your use of Our Marketplace or the Payment Service is in breach of their terms or of any agreement between you and them, We may take actions including, but not limited to, those necessary to rectify your breach, removing your ability to use the Payment Service to make or accept payments on Our Marketplace, and/or the suspension or termination of your Account on Our Site.

   6. The Third Party Payment Service Provider reserves the right to refuse the use of the Payment Service to anyone, for any reason, and at any time.

5. Delivery

   1. You must dispatch items as soon as is reasonably possible upon receipt of payment from a Buyer under Clause 12, taking into account the nature of the item(s) in question, preparation time and, where relevant, manufacturing time (if items are made or customised to order). Unless your Listing has stated otherwise, or unless the Buyer has agreed otherwise, you must dispatch items no later than 30 calendar days after the date on which the sale takes place.

   2. You must ensure that you dispatch items to the correct address provided by the Buyer. It is your responsibility to ensure that the address that you use exactly matches that provided by the Buyer. If items dispatched do not reach the Buyer due to an incorrect address provided by the Buyer, it is the Buyer’s responsibility and not yours.

   3. You are free to determine the delivery charges for your items; however, delivery charges must be reasonable, not excessive, and must genuinely reflect the actual cost to you of delivering the item in question to the Buyer.

   4. You are responsible for delivering items to Buyers upon receipt of payment. You may deliver items personally, arrange with the Buyer for the Buyer to collect items, or use a postal or delivery service [of your choice] OR [agreed between you and the Buyer].

   5. It is strongly recommended that you obtain proof of postage or dispatch when dispatching items. Such proof will be important in the event that a Buyer does not receive the item(s) from you.

   6. Once an item has been dispatched to a Buyer, you must inform the Buyer. [Our Marketplace enables you to do this by marking as despatched in your vendor online account.] You must not describe an item as dispatched until it actually has been.

   7. [Our Marketplace allows you to share tracking information obtained from a postal or delivery service with Buyers. By sharing such information, you are giving Us your permission to collect and use it to provide Our service, and to share it with the Buyer.]

   8. You must comply with any and all applicable shipping and customs regulations when delivering items to Buyers. It is your responsibility to check, be aware of, understand, and comply with all such regulations.

6. Buyers’ Rights to Cancel and Return Items

   1. Buyers who are consumers (that is, not a business) based in the European Union, may be entitled to a “cooling-off” period within which they may cancel your contract with you and return an item for any reason. If applicable, the cooling-off period ends 14 calendar days after the day on which the Buyer (or someone nominated by the Buyer) receive(s) the item.

   2. The cooling-off period does not apply in the following circumstances:

      1. If the item is sealed for health or hygiene reasons, and the Buyer has unsealed the item after receiving it; or

      2. If the item consists of sealed audio or video recordings (e.g. CD or DVD) or sealed computer software, and the Buyer has unsealed the item after receiving it; or

      3. If the item is digital content and it has been downloaded or otherwise accessed by the Buyer; or

      4. If the item is likely to deteriorate quickly, for example flowers or food; or

      5. If the item has been personalised or made-to-order for the Buyer; or

      6. If the item has been inseparably mixed with another item or other items (according to their nature) after the Buyer has received it.

   3. If a Buyer exercises their right to cancel during the cooling-off period, they must inform you of that decision within the cooling-off period. The Buyer may do so in any way they wish, however for convenience We provide a cancellation form on Our Site within there my orders page. Cancellation by email or by post is effective from the date on which the Buyer sends you their message. Please note that the cooling-off period lasts for whole calendar days. If, for example, the Buyer sends you an email or letter by 23:59:59 on the final day of the cooling-off period, their cancellation will be valid and must be accepted.

   4. Items must be returned to you by the Buyer no more than 14 calendar days after the day on which the Buyer informs you that they wish to cancel. The Buyer will be responsible for the costs of returning items to you if they cancel under the cooling-off period.

   5. When a Buyer cancels under the cooling-off period, you must issue a refund within 14 calendar days of the following:

      1. The day on which you receive the item(s) back; or

      2. The day on which the Buyer informs you (supplying evidence) that they have sent the item(s) back (if this is earlier than the day under sub-Clause 16.5.1); or

      3. If you have not yet dispatched the item(s), the day on which the Buyer informs you that they wish to cancel.

   6. You may make certain limited deductions from refunds under this Clause 16 as follows:

      1. You may reduce a refund for any diminished value in an item resulting from the Buyer’s excessive handling of it (e.g. handling going beyond that which would be permitted in a shop); and/or

      2. You are only required by law to reimburse standard delivery charges. If a Buyer has chosen a premium delivery method, you are only required to reimburse them for the equivalent of standard delivery.

7. Problems with Transactions and Buyers’ Rights

   1. By law, you must provide goods and/or digital content that are/is of satisfactory quality, fit for purpose, as described at the time of purchase, in accordance with any pre-contract information that you provide to the Buyer, and that matches any samples or models that you have shown to the Buyer (unless you have made the Buyer aware of any differences).

   2. If items do not conform with the requirements outlined in sub-Clause 17.1 and, for example, have faults or are damaged when the Buyer receives them, the Buyer must contact you as soon as reasonably possible to inform you of the problem. The following remedies will be available to the Buyer:

      1. Beginning on the day that the Buyer receives the item(s), if the item(s) is/are goods, the Buyer has a 30 calendar day right to reject them and to receive a full refund if they do not conform.

      2. If the Buyer does not wish to reject the item(s), if the 30 calendar day rejection period does not apply, or if it has expired, the Buyer may request a repair or replacement. You must bear the costs and must carry out the repair or replacement within a reasonable time and without significant inconvenience to the Buyer. If either a repair or a replacement is impossible or disproportionately difficult, you may offer the Buyer the alternative option (i.e. a replacement instead of a repair or vice versa) or a full refund. If the Buyer requests a repair or replacement during the 30 calendar day rejection period, that period will be suspended while you carry out the repair or replacement and will resume on the day that the Buyer receives the replacement or repaired item(s). If less than 7 calendar days remain out of the original period, it will be extended to 7 calendar days.

      3. If, after a repair or replacement, the item(s) still do not conform (or if you cannot repair or replace it/them, as described above, or if you have failed to act within a reasonable time or without significant inconvenience to the Buyer), the Buyer may have the right to keep the item(s) at a reduced price, or to reject it/them in exchange for a refund.

   3. If the Buyer exercises the final right to reject the item(s) more than six months after receiving it/them, you may reduce any refund to reflect the use that the Buyer has had out of it/them.

   4. Please note that Buyers will not be eligible to claim under this Clause 17 in the following circumstances:

      1. you inform the Buyer of any fault(s), damage, or other problems with the item(s) before the Buyer purchases them and it is because of that/those same issue(s) that the Buyer subsequently wishes to return them;

      2. the Buyer has purchased the item(s) for an unsuitable purpose that is neither obvious nor made known to you and the problem has resulted from the Buyer’s use of the item(s) for that purpose; or

      3. the problem is the result of normal wear and tear, misuse, or intentional or careless damage.

      4. We provide a cancellation form on Our Site within the My orders section of the user login for Buyers to use when returning items. The costs of returning items to you should be covered by you, reimbursing the Buyer where necessary.

   5. Refunds (whether full or partial, including reductions in price) under this Clause 17 must be issued within 14 calendar days of the day on which you agree that the Buyer is entitled to a refund.

   6. Any and all refunds under this Clause 17 must include all delivery costs paid by the Buyer when the item(s) was/were originally purchased.

   7. Further information on legal rights can be obtained from your local Citizens Advice Bureau or Trading Standards Office.

8. Further Transaction Cancellation Rights

   1. You have the right to cancel a transaction and issue a full refund of any sums paid (including delivery charges) in the following circumstances:

      1. You and the Buyer have mutually agreed to cancel the transaction before the item(s) is/are dispatched;

      2. You and the Buyer have mutually agreed to cancel the transaction following receipt by the Buyer of the item(s) and the Buyer has returned the item(s) to you;

      3. The Buyer has not paid; or

      4. You have chosen to refuse service to the Buyer.

   2. Refunds must be made within 1 day of:

      1. the date on which you and the Buyer agree the cancellation, under sub-Clauses 18.1.1 and 18.1.2; or

      2. the date on which you inform the Buyer that you are cancelling the transaction, under sub-Clauses 18.1.3 and 18.1.4.

9. Your Account Cancellation Rights

   1. You may close your Account and cancel your agreement with Us by contacting support@medcosolutions.co.uk.

   2. Any outstanding sums due and payable to Us (including, but not limited to, Listing Fees and Transaction Fees) will remain payable by the original due date and your Account will not be fully closed until all sums due to Us have been paid.

   3. If We have done something wrong, you may be entitled to cancel and receive a refund of certain sums paid for services that have not been provided to you. You may also be entitled to compensation. This may apply in the following circumstances:

      1. We have breached these Terms for Sellers in a material way and fail to remedy the breach within 14 days of you asking Us to do so in writing; or

      2. We go into liquidation or have a receiver or administrator appointed over Our assets; or

      3. We change our service or these Terms for Sellers to your material disadvantage; or

      4. We are adversely affected by an event outside of Our control [that continues for more than 1 day] (as under sub-Clause 21.2.5).

10. Our Liability to You

    1. As stated in Clause 5, We are not a party to any transactions, other relationships, or disputes between Buyers and Sellers.

    2. We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms for Sellers or as a result of Our negligence.

    3. Subject to sub-Clause 20.2, to the fullest extent permissible by law, We will not be liable to you for any loss of profit, loss of business, interruption to business, or for any loss of business opportunity.

    4. Nothing in these Terms for Sellers seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents, or sub-contractors); or for fraud or fraudulent misrepresentation.

    5. Nothing in these Terms for Sellers seeks to limit or exclude consumers’ legal rights. For more details of consumers’ legal rights, please refer to your local Citizens Advice Bureau or Trading Standards Office.

11. Events Outside of Our Control (Force Majeure)

    1. We will not be liable for any failure or delay in performing Our obligations to you where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

    2. If any event described under this Clause 21 occurs that is likely to adversely affect Our performance of any of Our obligations to you:

       1. We will inform you as soon as is reasonably possible;

       2. Our obligations under these Terms for Sellers will be suspended and any time limits that We may be bound by will be extended accordingly;

       3. We will inform you when the event outside of Our control is over and provide details of any new dates, times, or availability of services as necessary;

Any refunds due to you as a result of your cancellation under sub-Clause 21.2.5 will be paid to you as soon as is reasonably possible and in any event no later than 14 calendar days after your Account is cancelled.

1. Communication and Contact Details

   1. If you wish to contact Us with general questions or complaints, you may contact Us by email at support@medcosolutions.co.uk

   2. For matters relating to Our Marketplace including, but not limited to, these Terms for Sellers, transactions, Buyers, and other Sellers, please contact Us by email at support@medcosolutions.co.uk

   3. For matters relating to cancellations, please contact Us by email at support@medcosolutions.co.uk

2. How We Use Your Personal Information (Data Protection)

   1. All personal information that We may collect (including, but not limited to, your name, address and telephone number) will be collected, used and held in accordance with our privacy policy – https://medcosolutions.co.uk/PrivacyPolicy and compliant with your rights under GDPR.

   2. We may use your personal information to:

      1. Provide Our Marketplace services to you;

      2. Inform you of new products and/or services available from Us (if you opt or have previously opted to receive it). You may request that We stop sending you this information at any time;

   3. We will not pass on your personal information to any third parties [without first obtaining your express permission].

3. Other Important Terms

   1. We may transfer (assign) Our obligations and rights under these Terms for Sellers to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms for Buyers will not be affected and Our obligations under these Terms for Sellers will be transferred to the third party who will remain bound by them.

   2. You may not transfer (assign) your obligations and rights under these Terms for Sellers without Our express written permission.

   3. If any of the provisions of these Terms for Sellers are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms for Sellers. The remainder of these Terms for Sellers shall be valid and enforceable.

   4. No failure or delay by Us in exercising any of Our rights under these Terms for Sellers means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms for Sellers means that We will waive any subsequent breach of the same or any other provision.

   5. We may revise these Terms for Sellers from time to time in response to changes in relevant laws and other regulatory requirements.

4. Law and Jurisdiction

   1. These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of [England & Wales] [Northern Ireland] [Scotland].

   2. If you are a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Sub-Clause 21.1 above takes away or reduces your rights as a consumer to rely on those provisions.

   3. If you are a consumer, any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.

   4. If you are a business, any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the [non] exclusive jurisdiction of the courts of [England & Wales] [Northern Ireland] [Scotland].

​

Key Provisions Medco applies when purchasing from any supplier

Standard Key Provisions

1. Application of the Key Provisions

   1. The standard Key Provisions at Clauses 1 to 2 of this Schedule 1 shall apply to this Contract.

   2. The optional Key Provisions at Clauses 3 to 12 of this Schedule 1 shall only apply to this Contract where they have been checked and information completed as applicable.

   3. Extra Key Provisions shall only apply to this Contract where such provisions are set out at the end of this Schedule 1.

1. Order of precedence

   1. Subject always to Clause 1.9 of Schedule 3 should there be a conflict between any other parts of this Contract the order of priority for construction purposes shall be:

      1. Order Form

      2. Schedule 1: Key Provisions;

      3. Schedule 2: General Terms and Conditions;

      4. Schedule 3: Definitions and Interpretations;

      5. any other documentation forming part of the Contract in the date order in which such documentation was created with the more recent documentation taking precedence over older documentation to the extent only of any conflict.

      6. Any purchase order.

   2. For the avoidance of doubt, the Order Form shall include, without limitation, the Authority’s requirements in the form of its specification and other statements and requirements, the Supplier’s responses, proposals and/or method statements to meet those requirements, and any clarifications to the Supplier’s responses, proposals and/or method statements as included  In these Terms and Conditions. Should there be a conflict between these parts of the Order Form, the order of priority for construction purposes shall be (1) the Authority’s requirements; (2) any clarification to the Supplier’s responses, proposals and/or method statements, and (3) the Supplier’s responses, proposals and/or method statements.

1. Quality assurance standards

   1. The following quality assurance standards shall apply, as appropriate, to the manufacture, supply, and/or installation of the Goods:

• All QA standards as set out within the CE certification and test certificates included in Annex 1 dated 28th April 2020

1. Purchase Orders  (only applicable to the Contract if this box is checked)

   1. The Authority shall issue a Purchase Order to the Supplier in respect of any Goods to be supplied to the Authority under this Contract.  The Supplier shall comply with the terms of such Purchase Order as a term of this Contract and shall ensure that any Purchase Order is clearly noted on each delivery. For the avoidance of doubt, any actions or work undertaken by the Supplier under this Contract prior to the receipt of a Purchase Order covering the relevant Goods shall be undertaken at the Supplier’s risk and expense and the Supplier shall only be entitled to invoice for Goods covered by a valid Purchase Order.

1. Time of the essence

   1. Time is of the essence as to any delivery dates under this Contract and if the Supplier fails to meet any delivery date this shall be deemed to be a breach incapable of remedy for the purposes of Clause 12.4 (i) of Schedule 2.

2. Specific time periods for inspection  (only applicable to the Contract if this box is checked and Clause 6.1 of this Schedule 1 is completed)

   1. The Authority shall visually inspect the Goods within 4 weeks of the date of delivery of the relevant Goods.

1. Specific time periods for rights and remedies under Clause 4.6 of Schedule 2

   1. The Authority’s rights and remedies under Clause 4.6 of Schedule 2 shall cease [12 months] from the date of delivery of the relevant Goods.

1. Termination for convenience

   1. The Authority may terminate this Contract by issuing a Termination Notice to the Supplier at any time on [one (1)/three (3) months’] written notice

1. Right to terminate

   1. Either Party may terminate this Contract by issuing a Termination Notice to the other Party if such other Party commits a material breach of this Contract in circumstances where it is served with a valid Breach Notice having already been served with at least [two (2)] previous valid Breach Notices within the last twelve (12) calendar month rolling period as a result of any previous material breaches of this Contract which are capable of remedy (whether or not the Party in breach has remedied the breach in accordance with a Remedial Proposal).  The twelve (12) month rolling period is the twelve (12) months immediately preceding the date of the [third] Breach Notice.

2. Consigned Goods

   1. Provided that such Consignment Request is consistent with the forecast requirement for the Goods (as set out in the Order Form and/or as calculated in accordance with any relevant processes set out in this document and/or as otherwise agreed by the Parties in writing), the Supplier shall deliver the Consigned Goods in accordance with Clause 2 of Schedule 2 in response to a Consignment Request for their eventual purchase and use by the Authority in accordance with the terms set out in this Contract.

   2. For the avoidance of doubt, Clause 4 of Schedule 2 shall apply to the inspection, rejection, return and recall of the Consigned Goods.

   3. The Authority shall, or shall procure that its third party provider shall, maintain any storage facilities throughout the term of this Contract where the Consigned Goods are to be stored in such manner that such storage facilities remain suitable to store the Consigned Goods.

   4. Prior to the Consigned Goods being taken into use by the Authority, the Authority shall ensure that:

      1. the Consigned Goods are stored at the storage facilities in such a manner as to protect them from damage or deterioration;

      2. the Consigned Goods in its possession remain readily identifiable as the Supplier’s property;

      3. any identifying marks or packaging on or relating to the Consigned Goods are not removed, defaced or obscured; and

      4. the Consigned Goods are kept in satisfactory condition in accordance with any reasonable and necessary instructions from the Supplier from time to time.

   5. The Authority shall keep accurate stock records in relation to any Consigned Goods and shall provide the Supplier with a sales report (“Sales Report”) each [week/month/quarter/other agreed period] detailing current stock levels and the Consigned Goods taken into use by the Authority. For the avoidance of doubt, a sale will take place at the point any Consigned Goods are taken into use by the Authority.

   6. On receipt of the Sales Report, the Supplier may invoice the Authority the Contract Price for all of the Consigned Goods taken into use by the Authority (as set out in that Sales Report).

   7. Each [week/month/quarter/other agreed period] the Authority shall take into use and purchase at the Contract Price at least the minimum quantity of Consigned Goods specified in the Order Form for such period (if any) (“Minimum Quantity”). If the Supplier fails to supply the Authority with any Consigned Goods required by the Authority (including, without limitation, where the Authority obtains substitute goods from a third party as a result), the Minimum Quantity for the period in question shall be reduced by the quantity of the Consigned Goods that the Supplier fails to supply. Except to the extent that the Authority’s failure to purchase the Minimum Quantity during any given period is caused by the Supplier’s default or a Force Majeure Event, if the Authority purchases less than the Minimum Quantity for a given period, the Supplier may charge the Authority for any shortfall between:

      1. the Contract Price of the Minimum Quantity in the relevant period; and

      2. the Contract Price for Consigned Goods purchased by the Authority in that period.

   8. The Authority (on a first in first out basis) may return to the Supplier any Consigned Goods that it is unable to use (“Returned Goods”) by giving written notice to that effect (“Returns Notice”). Upon receipt of a Returns Notice, the Supplier shall collect the Returned Goods at the Supplier’s risk and expense within ten (10) Business Days of the date of the Returns Notice. If the Supplier requests and the Authority accepts that the Returned Goods should be disposed of by the Authority rather than returned to the Supplier, the Authority may invoice the Supplier for the costs associated with the disposal of the Returned Goods and the Supplier shall pay any such costs.

   9. Risk in respect of any Returned Goods shall pass to the Supplier on the earlier of: (a) collection by the Supplier; or (b) immediately following the expiry of ten (10) Business Days from the date of the Returns Notice related to such Returned Goods. If Returned Goods are not collected within ten (10) Business Days of the date of the relevant Returns Notice, the Authority may return the Returned Goods to the Supplier at the Supplier’s risk and expense and/or charge the Supplier for the cost of storage from the expiry of ten (10) Business Days from the date of the relevant Returns Notice. The Authority may invoice the Supplier for such return expenses and/or storage costs and the Supplier shall pay any such expenses or costs.

   10. The Consigned Goods shall at all times be subject to the direction and control of the Supplier, and the Supplier may (at the Supplier’s risk and expense), upon (10) Business Days written notice to the Authority, collect (on a first in first out basis) any Consigned Goods that have not been taken into use by the Authority within [insert period] of their delivery to the Authority and/or which have a remaining shelf life of less than [insert period].

   11. The Authority acknowledges that it holds Consigned Goods in its possession as bailee for the Consignor until such time as ownership passes in accordance with Clause 3.2 of Schedule 2.

   12. On the termination or expiry of this Contract for whatever reason, all Consigned Goods not taken into use by Authority as at the point of such termination or expiry shall be deemed Returned Goods. Such Returned Goods shall be deemed the subject of a Returns Notice that shall be deemed to have been received by the Supplier with a notice date the same as the date of the expiry or earlier termination of this Contract. Clauses 10.8 and 10.9 of this Schedule 1 shall then apply accordingly and this Clause, together with Clauses 10.8 and 10.9 of this Schedule 1, shall survive the expiry or earlier termination of this Contract for these purposes.

1. Electronic product information

1. Where requested by the Authority, the Supplier shall provide the Authority the Product Information in such manner and upon such media as agreed between the Supplier and the Authority from time to time for the sole use by the Authority.

2. The Supplier warrants that the Product Information is complete and accurate as at the date upon which it is delivered to the Authority and that the Product Information shall not contain any data or statement which gives rise to any liability on the part of the Authority following publication of the same.

3. If the Product Information ceases to be complete and accurate, the Supplier shall promptly notify the Authority in writing of any modification or addition to or any inaccuracy or omission in the Product Information.

4. The Supplier grants the Authority a perpetual, non-exclusive, royalty free licence to use and exploit the Product Information and any Intellectual Property Rights in the Product Information for the purpose of illustrating the range of goods and services (including, without limitation, the Goods) available pursuant to the Authority’s contracts from time to time.

5. Before any publication of the Product Information (electronic or otherwise) is made by the Authority, the Authority will submit a copy of the relevant sections of the Authority’s product catalogue to the Supplier for approval, such approval not to be unreasonably withheld or delayed. For the avoidance of doubt the Supplier shall have no right to compel the Authority to exhibit the Product Information in any product catalogue as a result of the approval.

6. If requested in writing by the Authority, and to the extent not already agreed as part of writing, the Supplier and the Authority shall discuss and seek to agree in good faith arrangements to use any Electronic Trading System

1. Supply [TLT1] of PPE Goods

Regulatory Requirements

1. The Supplier acknowledges and understands that when procuring PPE the Authority is required to ensure the PPE Goods are compliant with and meet applicable legal and regulatory requirements.

2. The Supplier shall supply the PPE Goods to Authority in accordance with the terms of this Contract and in accordance with the relevant requirements of applicable laws and regulations applicable to the supply of PPE, including, as applicable, the EU PPE Regulation 2016/425, the Personal Protective Equipment (Enforcement) Regulations 2018 and the Medical Device Regulations 2002 (together the “PPE Laws”).

3. Save in relation to any PPE Goods for which the Supplier has approval in accordance with the cross-Government Decision Making Committee and without prejudice to the generality of clause 12.2, the Supplier shall ensure for PPE Goods supplied:

   1. the appropriate conformity assessment procedure(s) applicable to the PPE Goods have been followed;

   2. all declarations of conformity and approvals required by PPE Laws are in place prior to the delivery of any PPE Goods to the Authority;

   3. where required by PPE Laws, there is a CE mark affixed to the PPE Goods in accordance with the PPE Laws; and

1. where, necessary current EC-type examinations certificates are in place for the PPE Goods.

1. If there are any PPE Goods supplied to the Authority hereunder that require a CE mark under more than one set of regulations, due to the nature of those PPE Goods, including and not limited to:

• PPE Laws;

• Control of Lead at Work Regulations 2002;

• Ionising Radiations Regulations 2017;

• Control of Asbestos Regulations 2012;

• Control of Substances Hazardous to Health Regulations 2002; and

• any other relevant regulations,

the Supplier shall ensure that the CE marking for any such PPE Goods is affixed in accordance with the relevant requirements and shall indicate that the PPE Goods also fulfils the provisions of that other regulation or regulations.

Goods bought to the market before 21 April 2019

1. The Supplier shall provide details, including any EC-type examination certificates and approval decisions issued under Directive 89/686/EEC and Directive 93/42/EEC (if applicable), and corresponding national implementing legislation, of any PPE Goods supplied under this Contract that have been placed on the market before 21 April 2019 and products already in the distribution chain by that date confirming that these can continue to be supplied as PPE to the Authority until 21 April 2023, unless their certificate or approval will expire before that date.

            Other Specific Requirements

1. The Supplier shall offer to the Authority spares and consumables required for any of the PPE Goods supplied to the Authority. The Supplier agrees any charging rate for the spares and consumables shall be inclusive of all packaging and standard delivery.

1. The Supplier shall ensure that each delivery of PPE Goods shall be properly labelled in accordance with PPE Laws and such labelling and any user instructions relating to the use of the PPE Goods is clearly legible and in English.