Terms of Supply

These Terms of Supply (“Terms”) apply to every quotation, order and contract under which Thanet Labs Ltd, a company registered in England and Wales (“Thanet Labs”, “we”, “us”), supplies products (“Products”) or services (“Services”) to a customer (“you”). They apply whether you order through our trade portal, by email or otherwise, and they take precedence over any terms you propose, unless we agree otherwise in writing.

1. Definitions

Contract: the agreement between you and us for the supply of Products or Services, formed as set out in clause 4 and made up of these Terms, the order confirmation and any quality or technical agreement referred to in it.
Specification: the agreed specification for a Product or Service, as stated in our quotation, product documentation or a signed technical or quality agreement.
Batch: a quantity of Product manufactured or released together and identified by a single batch or lot number.
Certificate of Analysis (CoA): the document issued for a Batch confirming its test results against the Specification.

2. Business customers only

We supply businesses and institutions only, including licensed pharmacies (including compounding pharmacies), clinics, practitioners and wholesale distributors, and universities, government bodies and research and development facilities. We do not supply consumers.
Before opening an account or accepting an order, we verify the licences, registrations and other details you provide. We may request further information at any time and may decline or suspend supply until verification is complete.
You must tell us promptly if any licence, registration or authorisation relevant to your purchase lapses, is suspended, is varied or is withdrawn.

3. Your regulatory responsibilities

You confirm that you hold, and will maintain, every licence, registration and authorisation required to purchase, receive, store, use, dispense, administer or supply the Products in each place where you operate.
You will use and handle Products only within the scope of those authorisations, in line with the Product labelling and documentation, and in accordance with all applicable laws, including those on medicines, controlled substances, research use, import and export.
You must not sell or supply Products directly to members of the public unless you hold the licences, registrations and authorisations required for that supply, for example as a registered pharmacy dispensing against a valid prescription, and then only in accordance with them.
Products labelled or supplied for research use only must not be used in humans or animals, or supplied onward for such use.
You are responsible for any onward supply, for maintaining distribution and traceability records, and for cooperating with us in any recall, product complaint or regulatory enquiry.

4. Quotations and orders

Quotations are valid for 30 days unless stated otherwise and are not offers capable of acceptance.
Your order is an offer to buy. A Contract is formed only when we accept it in writing, by email or through the trade portal.
We may decline or cancel an order, in whole or in part, including where stock or capacity is not available or verification is incomplete. We will refund any payment received for Products or Services we do not supply.
Orders for Services, custom manufacture, contract manufacturing or aseptic fill and finish are subject to a signed quotation or agreement and, where applicable, a quality agreement.

5. Prices and payment

Prices are as shown in our quotation, order confirmation or trade portal at the time of order. Unless stated otherwise, prices exclude VAT and other taxes, duties, customs charges, insurance and delivery, which are added where they apply.
Volume prices apply per Product at the quantities shown.
Payment is due in full before dispatch, unless we have agreed credit terms with you in writing. Where credit terms apply, invoices are payable within the period stated on the invoice, without set-off or deduction.
If payment is late, we may suspend deliveries and charge interest under the Late Payment of Commercial Debts (Interest) Act 1998, together with reasonable recovery costs.

6. Delivery

Orders for the United Kingdom are dispatched from the United Kingdom. Orders for the United States are dispatched from our US warehouse. Other destinations are supplied by agreement.
Delivery dates are estimates. We will tell you promptly of any expected delay. Time of delivery is not of the essence.
Products are packed and shipped to maintain the storage conditions stated in their documentation. You must arrange for deliveries to be received promptly by a suitably authorised person and stored immediately in the required conditions.
Where you are responsible for importing Products, you are the importer of record and are responsible for any import licences, permits, customs clearance and duties.

7. Risk and ownership

Risk in the Products passes to you on delivery to the agreed address.
Ownership of the Products passes to you only when we have received payment in full. Until then, you must store the Products separately, keep them identifiable as our property and not resell or use them other than in the ordinary course of your authorised business.

8. Quality and documentation

Each Batch is manufactured, tested and released in accordance with our quality system and the Specification, and is supplied with its Certificate of Analysis, which is also available from your order in the trade portal.
Testing may include identity, purity, content, endotoxin, bioburden and sterility, as stated in the Specification. Testing may be carried out by accredited third-party laboratories.
Where a quality or technical agreement is in place, it sets out the parties’ quality responsibilities and prevails over these Terms on quality matters.
We keep Batch, release and distribution records for the periods required by law.

9. Certificates of analysis and documentation

Certificates of Analysis, specifications, labels and other quality documents we issue (“Documentation”) remain our property and relate only to the Batch identified on them.
You must not alter, edit, redact, re-format, re-brand, add to or remove any part of Documentation, create documents that imitate it, or use it for any product or Batch other than the one it was issued for.
You may share Documentation only in its original, unaltered form, and only with regulators, auditors, your own customers or others who need it for the lawful supply or use of that Batch.
You must not remove, obscure or change Product labelling, batch numbers or expiry dates.
Any breach of this clause entitles us to suspend supply and close your account immediately, without affecting our other rights.

10. Inspection, complaints and returns

Please inspect deliveries on arrival. You must tell us within 5 working days of delivery of any damage, shortage, temperature excursion or other visible defect, and within 5 working days of discovering any hidden defect, quoting the order and Batch numbers.
If Products do not conform to the Specification at delivery, we will, at our option, replace them, credit or refund the price paid. This is your sole remedy for non-conforming Products.
We cannot accept returns of Products that have been opened, used, altered, stored or handled outside the stated conditions, or held outside our control, other than for a genuine defect. Returns must be authorised by us in advance.
Product quality complaints and any suspected adverse events must be reported to us promptly at info@thanetlabs.com so that we can investigate and meet our regulatory obligations.

11. Recalls

If a Product is subject to a recall or withdrawal, you will follow our instructions promptly, stop further use and supply of the affected Batch, and help us trace and recover it. Where a recall results from our breach of these Terms, we will replace or refund the affected Products and reimburse your reasonable direct costs of the recall.

12. Services

Where we provide Services, including aseptic fill and finish, lyophilisation and contract manufacturing and development, we will perform them with reasonable skill and care, in accordance with the agreed Specification and any applicable quality agreement. You will provide, on time, any materials, information and approvals we reasonably need, and you warrant that materials you supply are fit for processing and that you have the right to supply them.

13. Intellectual property and confidentiality

Each party keeps ownership of its existing intellectual property. Unless agreed otherwise in writing, we own all know-how, processes and methods we develop in providing the Products and Services.
Each party will keep confidential the other party’s non-public business, technical and pricing information, use it only for the purposes of the Contract, and disclose it only to those who need to know it and are bound by confidentiality. This does not apply to information that is public, already known to the recipient, or required to be disclosed by law or a regulator.

14. Liability

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for breach of the terms implied by section 12 of the Sale of Goods Act 1979, or for any other liability that cannot be limited or excluded by law.
Subject to that, we will not be liable for any loss of profit, revenue, business, contracts, goodwill or data, or for any indirect or consequential loss.
Subject to that, our total liability under or in connection with each Contract is limited to the price paid for the Products or Services under that Contract.
Except as set out in these Terms, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

15. Compliance

Each party will comply with applicable anti-bribery, anti-corruption, modern slavery, sanctions and export control laws. We may suspend or cancel any order that we reasonably believe would breach those laws.

16. Data protection

Each party will comply with applicable data protection law. We handle personal data in accordance with our Privacy Policy.

17. Events outside our control

We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including shortages of materials, supplier or carrier failure, regulatory action, utility failure, epidemic, war, terrorism, industrial action, fire, flood or severe weather. If such an event continues for more than 60 days, either party may cancel the affected order by written notice.

18. Suspension and termination

We may suspend supply, close your account or terminate a Contract by written notice if you fail to pay any amount when due, breach these Terms, cease to hold a required licence or authorisation, or become insolvent. Termination does not affect rights and obligations that have already arisen.

19. General

You may not assign or transfer a Contract without our prior written consent. We may subcontract parts of our obligations while remaining responsible for them.
These Terms, together with the order confirmation and any quality or technical agreement, form the entire agreement between us and replace any earlier discussions about their subject matter.
A variation is valid only if agreed in writing by both parties.
If any provision is found invalid or unenforceable, the rest of these Terms remain in effect.
A failure or delay in exercising any right is not a waiver of it.
No one other than you and us has any right to enforce these Terms.
Notices must be in writing and may be sent by email to the address last notified by the other party. Our address for notices is info@thanetlabs.com.

20. Changes to these Terms

We may update these Terms from time to time. The version published on this page when your order is accepted applies to that order.

21. Law and jurisdiction

These Terms and any Contract, and any dispute arising from them, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.