Terms and Conditions

TERMS OF USE

1. Introduction

Merz Aesthetics UK Ltd (“Merz“, “we”, “us“), Ground Floor Suite B Breakspear Park, Breakspear Way, Hemel Hempstead, Hertfordshire, England, HP2 4TZ, operates the website www.merzaesthetis.co.uk (the “Website”).

These Terms of Use (“Terms”) apply to your use of the Website. By using our Website, you accept these Terms and agree to comply with them. If you do not agree to these terms, please do not use this Website.

2. Other applicable terms

These Terms refer to the following additional terms, which also apply to your use of our site:

• Our Privacy Policy, which sets out how and why we may process any personal data we collect from you or that you provide to us.
• Our Cookie Policy, which sets out information about the cookies on our site.

3. Information about us

Our site is owned and operated by

Merz Aesthetics UK Ltd,Ground Floor Suite B Breakspear Park, Breakspear Way, Hemel Hempstead, Hertfordshire, England, HP2 4TZ.

We comply with the Association of British Pharmaceutical Industry (ABPI) Code of Practice.

We only use your personal information in accordance with our Privacy Policy. Please take the time to read our Privacy Policy, as it includes important information.

4. Changes to these Terms

We may revise these Terms at any time by amending this page. Please check this page from time to time to take notice of any changes we made, as they are binding on you.

5. Changes to our Website

We may update and change our site from time to time to reflect changes to our products, our users’ needs and our business priorities.

We do not guarantee that our site, or any content on it, will be completely free from errors or omissions.

6. Accessing our site

Our site is made available free of charge.

We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.

You are responsible for making all arrangements necessary for you to have access to our site.

You are also responsible for ensuring that all persons who access our site through your internet connection are aware of the Terms and other applicable terms and conditions, and that they comply with them.

7. Intellectual property rights

We are the owner or licensee of all intellectual property rights in our site, and in the material we publish on it (the “Content”). Those works are protected by copyright laws and treaties around the world. All such rights are reserved and unless otherwise specified, the authors of such works asserts their moral right under Chapter 4 of the Copyright, Designs and Patents Act 1988 to be identified as the author of the relevant works.

You may print off one copy, and may use small quotations extracted of any page(s) from our site for your personal use provided you acknowledge the appropriate site (and author) and, where applicable, provide a link back to the original source. You must not use any part of the Content on our site for commercial purposes without notifying us of your intentions and obtaining a licence to do so from us or our licensors.

You must not modify the paper or digital copies of any Content you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

If you print off, copy or download any part of our site in breach of these Terms, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Nothing on this site should be construed as granting, by implication or otherwise, any licence or right in or to our intellectual property rights without our express written permission.

The following copyright notice must appear on every copy of the contents of this site or a portion thereof: Copyright © 2024 Merz Aesthetics UK Ltd. All rights reserved.

8. Reliance on information posted on our site

The Content is provided for general information only and is not intended to amount to advice on which you should rely. Our site may contain expert opinions, or information identified as expert opinion may be accessed from this site via a hyperlink. Such content represents the opinions of these respective experts, which is not necessarily our opinion. In all circumstances, you must obtain professional or specialist advice or conduct your own due diligence before taking, or refraining from, any action on the basis of the Content.

We therefore disclaim all liability and responsibility arising from any reliance placed on such Content by any visitor to or member of our site, or by anyone who may be informed of any of the Content.

Although we use our reasonable efforts to update the Content, we make no representations, warranties or guarantees, whether express or implied, that the Content is accurate, complete or up-to-date.

9. Liability

WHETHER YOU ARE A CONSUMER OR A BUSINESS USER:

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

IF YOU ARE A BUSINESS USER:

We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with the use of, or inability to use, our Website.

In particular, we will not be liable for:

• loss of profits, sales, business, or revenue;
• business interruption;
• loss of anticipated savings;
• loss of business opportunity, goodwill or reputation; or
• any indirect or consequential loss or damage.

IF YOU ARE A CONSUMER USER:

Please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

If defective digital Content that we have supplied, damages a device or digital Content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any Content posted on it, or on any website linked to it.

We assume no responsibility for the content of websites linked on our site (if any). Any such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

10. Information about you and your visits to our site

We will only use your information as set out in our Privacy Policy.

11. Viruses, hacking and other offences

We do not guarantee that our site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of-service attack.

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

12. Linking to our site

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link from any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out in these Terms.

If you wish to make any use of material on our site other than that set out above, please address your request to Customer Services,

Merz Aesthetics UK Ltd,Ground Floor Suite B Breakspear Park, Breakspear Way, Hemel Hempstead, Hertfordshire, England, HP2 4TZ.

13. Links from our site

Where our site contains links to other websites and resources provided by third parties, these links are provided for your information only. We have no control over the content of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

14. Jurisdiction and applicable law

These Terms shall be governed and construed in accordance with the laws of England. We both agree to the exclusive jurisdiction of the courts of England. However, if you are deemed a consumer and live in Scotland or Northern Ireland, you can bring legal proceedings in either the Scottish, Northern Irish or the English courts.

15. Compliance with export rules and regulations

The Content, any software accessed via our site or your purchase of our products may be subject to export control laws and regulations and other applicable local laws. You agree to comply with any such applicable laws.

16. Trade marks

MERZ, MERZ AESTHETICS, MAX MERZ AESTHETICS EXCHANGE, BELOTERO, RADIESSE, ULTHERAPY and the MERZ AESTHETICS CONFIDENCE TO BE logos are trademarks and/or registered trademarks of Merz Aesthetics UK Ltd in the United Kingdom. You are not permitted to use the marks without our approval.

17. Miscellaneous

We may transfer, sub-contract or otherwise deal with our rights and/or obligations under the Terms without notifying you or obtaining your consent. You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these Terms without our prior written consent.

If a provision of the Terms is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

The Terms are for the benefit of you and us, and are not intended to benefit any third party or be enforceable by any third party.

18. Contact Us

To contact us, please email customerservices@merz.com

TERMS OF PURCHASE

1. General terms and conditions

1.1 These General Terms and Conditions (hereinafter “GTC”) form an integral part of all contracts on the delivery of goods or the provision of services between the supplier of goods or the service provider, respectively (hereinafter “Contractor“) and Merz Aesthetics UK Ltd located in the United Kingdom, respectively (hereinafter “Principal”). They shall apply if and to the extent that no other terms have been agreed upon and stipulated in an individual written agreement between Contractor and Principal. As far as in the following GTC the term “Order” is used, this shall include all orders, call-offs of goods as well as assignments of services.

Any terms of business of the Contractor are only valid if and to the extent a written approval of the Principal is received by the Contractor expressly confirming the Principal’s acceptance of the Contractor’s terms of business. In particular, any references of the Principal to correspondence from the Contractor containing or referring to the Contractor’s terms of business shall not constitute the Principal’s acceptance of the applicability of such terms of business, notwithstanding if rejected by the Principal.

1.2 These GTC shall remain valid and shall prevail over any terms of business of the Contractor even if the Principal should accept any goods / services in the knowledge that the Contractor has purported to deliver them on terms of business of the Contractor that deviate from or are in conflict with these GTC.

1.3 Principal is entitled to adjust its GTC after their appliance, if such adjustments are necessary due to changes in the applicable laws and regulations or due to comparable reasonable changes in general. These adjustments are possible as long as the Contractor is not impaired by such adjustment. Adjustments shall be communicated by Principal with four (4) weeks prior written notice and shall only come into force if Contractor has not declined such adjustment within four (4) weeks from receipt in written form.

1.4 To the extent of any inconsistency between these GTC and any other written contract between the parties, the terms and conditions of such other contract shall prevail. For the purpose of this section, only written agreements, signed by both parties shall mean “other contract”.

1.5 Bids and price quotes shall not be remunerated and shall not create any obligations on the part of the Principal. Bids, quotes and comparable offers by Contractor shall require a written acceptance of Principal to be binding upon the parties.

1.6 If Principal orders products or services from Contractor through any website or other e-commerce process, Contractor warrants that it has secured all sites and access points according to the current standards.

2. Obligations to provide assistance and materials and independence

2.1 Contractor shall specify expressly and finally in its offer any necessity of the Principal to provide assistance and materials. Apart from the obligations to provide assistance and materials, explicitly stipulated in individual Orders, the Contractor can only request further provision of assistance or materials from the Principal insofar as (i) these are necessary for the proper provision of the contractual service, (ii) these are necessarily provided by the Principal and (iii) any additional costs and expenses – including the compensation for own assistance or materials – arising on the side of the Principal are borne by the Contractor. The Principal can satisfy the obligations to provide assistance and materials, for which it is responsible, itself or by third parties. The Contractor shall inform the Principal in due time about the type, scope, time and other details of the assistance and the materials, which are to be provided by the Principal, unless the respective details are explicitly named in the particular Order. In any case the Contractor can only refer to a non-fulfillment of an obligation to provide assistance or materials by the Principal if it has set the Principal a reasonable final deadline in writing and informed it about the legal and actual consequences of the nonfulfillment.

2.2 The Contractor will act solely as an independent service provider and nothing contained in the GTC will at any time be construed to create the relationship of employer and employee, of principal and agent, of partners or of members of a joint venture between Principal and the Contractor or Principal and the Contractor’s representatives, employees, personnel, partners or agents.

3. Delivery date, partial delivery of goods or services

3.1 The Contractor must comply with the agreed dates of delivery or dates of provision of services, respectively. In case of the delivery of goods such compliance requires the delivery free of any defects in accordance with the agreed specifications and the current safety requirements to the Principal within the Principal’s regular business hours accompanied by the required shipping documents to the address specified in the relevant Order (hereinafter “Place of Destination”). Contractor will inform Principal furthermore prior and in writing about any necessary instructions and conditions for safe handling, health and accident prevention etc. and conforming technical standards. If the Principal and the Contractor have agreed to a delivery including assembly / service / training, the delivery of the goods shall not be considered to have taken place until the assembly / service / training has been duly carried out as specified. If a formal acceptance procedure is applicable either by law or by Order, the time specified for such acceptance proceedings shall be adhered to by both parties. Advance deliveries of goods / provision of services or partial deliveries / partial provision of services require the Principal’s prior written approval, if not set forth differently by the Order.

3.2 If agreed between the parties, Contractor will provide any offered measures for maintenance with as few nuisances for Principal as possible. The parties shall agree prior and in writing about any necessary timeslots and costs for maintenance.

3.3 If the Contractor recognizes that it will not be able to fulfill its contractual obligations either in full or in part, or not within the agreed timeframe, it must notify this to the Principal in writing forthwith. The notice must state both the reason(s) for the delay and the predicted delay in delivery time. Any acceptance by the Principal of a delayed or partial delivery of goods / provision of services shall by no means constitute a waiver of any rights of the Principal related to late or partial delivery of goods / provision of services.

3.4 If any documents, materials or assistance need to be prepared by the Principal to enable the Contractor to carry out the Order, it is the responsibility of the Contractor to request these documents, materials or assistance in due time.

4. Performance of services and quality of goods

4.1 Contractor shall provide the goods/ services in accordance with the agreed terms. Should the goods / services not be consistent with current industrial, technical and scientific standards or should different applicable industrial, technical and scientific standards include contradictory provisions this must be communicated to the Principal to obtain permission for disregarding certain provisions or to have the Principal decide which provision should be observed.

4.2 Contractor warrants that employees, subcontractors and agents deployed by the Contractor meet the requirements and qualifications necessary to perform the services or produce / deliver the goods.

4.3 Contractor shall furthermore obtain and maintain all necessary statutory, regulatory or other licenses and permits, certifications and consents necessary to deliver the goods and services under these GTC.

4.4 Contractor shall carry out and maintain effective quality assurance system and, if requested, demonstrate this to the Principal. This includes especially that the terms and conditions applicable to the contractual relationship between the parties also apply to the supply chain of the Contractor. The Principal shall have the right to inspect this quality assurance system free of any costs, either itself or through third parties commissioned by the Principal.

4.5 Any changes to the goods to be delivered or services to be provided require the prior written consent of the Principal.

5. Testing and inspection in the course fulfillment

5.1 The Principal shall be entitled to carry out any inspections in regular intervals during the performance by the Contractor. For this express purpose the Principal is authorized to enter the Contractor’s premises and visit the installations and facilities relevant for the performance during the Contractor’s usual business hours after giving prior notice. The Contractor and the Principal shall each bear their own costs incurred in conducting any such inspections.

5.2 Such inspections and their outcome shall not constitute a waiver of any contractual or legal rights of the Principal.

6. Use of subcontractors

Third parties (in particular any subcontractors) may only be employed or replaced by the Contractor with the Principal’s prior written consent. If the Contractor intends to use subcontractors to perform its duties from the outset, the Contractor must inform the Principal of this when submitting its offer.

7. Shipping, packaging and passing of risk

7.1 Unless agreed otherwise the delivery of goods shall be made DAP (Incoterms 2010®) to the Place of Destination. Unless agreed otherwise the delivery shall be accompanied by two copies of the delivery note, the packing list, cleaning and inspection certificates according to the agreed specifications and all other necessary documents.

7.2 The Contractor shall uphold the Principal’s interests during the delivery. Goods must be packed as so to avoid damage during transport. The Contractor is liable for any damage incurred due to improper packaging. The Contractor shall package, label and ship hazardous products according to the applicable national and international laws and regulations.

7.3 Up until the actual delivery of the goods specified together with the documents mentioned in clauses 7.1 and 7.2 at the Place of Destination, the Contractor shall bear the risk of loss or damage. If the parties have agreed a delivery inclusive of installation / assembly / service, the risk of loss or damage shall pass to the Principal after the installation / assembly / service has been duly completed as agreed and following the handover of the goods.

7.4 If a formal acceptance is stipulated by law or by the Order, the deadline for acceptance shall be specified by both parties upon written request by the Contractor. The result of the acceptance inspection shall be documented in an acceptance certificate. Risk of loss shall not pass from the Contractor to the Principal before a successful acceptance has been confirmed by the Principal in the acceptance certificate. Acceptance may not take place in any other manner, especially not through inspections, expert reports, certificates or records of work. Payment of invoice balances is not an indication of acceptance.

8. Condition of the delivery or service, complaints and rights in the event of defects

8.1 The Contractor is responsible for delivering goods and services free of defects, in particular for the compliance with the agreed specification of goods and services, and, additionally, for ensuring that all guaranteed properties and features are present. In addition, the Contractor guarantees that goods and services meet the current technical standards, are delivered by qualified personnel, without any work of children or forced work, and are in line with all applicable legal regulations, such as environmental protection laws, and especially all laws and regulations of Germany and the EU. If machines, equipment or plants constitute delivery items, they shall meet the special safety requirements applicable to machinery, equipment and plants at the time and venue of fulfillment.

8.2 The Principal shall notify in writing any obvious defects to the Contractor within fifteen (15) working days following receipt of the goods at the Place of Destination. An obvious defect shall be defined as any defect visible at first sight upon delivery. Any defects that only become apparent at a later point in time must be notified in writing by the Principal within ten (10) working days following their identification. The date of sending such notice to the Contractor shall determine whether or not such notice has been validly issued and the Contractor hereby waives its right to object to any delayed notice of defect.

8.3 In the event of any defects, the Principal has the right to demand rectification of such defects according to applicable law. The mode of rectification shall be at the Principal’s discretion. For the purposes of the rectification, the goods and / or services shall be made available to the Contractor either at the Place of Destination or at the location where the goods were located when defects were identified, according to the Principal’s preference. The Contractor shall bear the cost of rectification and must execute rectification in all respects in accordance with the Principal’s instructions and requirements. If Principal decides to destroy or dispose defective goods or parts thereof, Contractor is obliged to reimburse Principal the incurred costs therefor.

8.4 If (i) rectification has not been effected within a reasonable period, (ii) an attempt of rectification has failed, (iii) the Contractor seriously and irrevocably refuses to provide rectification, (iv) rectification may not be further postponed due to other reasons, or (v) it is not necessary by applicable law to request rectification, the Principal shall be entitled to claim all legal rights which are set forth for the event of (uncured / not rectified) non-performance or insufficient performance of the Contractor. This especially includes the right to remedy the defects itself at the cost and liability of the Contractor, or allow this work to be undertaken by third parties. The Principal is in this case entitled to demand compensation from the Contractor for the required measures. Any additional rights of the Principal concerning the Contractor’s liability for defects or under any guarantees shall remain unaffected.

8.5 Claims under warranty shall become time-barred twenty-four (24) months after the passing of risk unless a longer expiration period is prescribed by law.

8.6 The Principal shall not be deemed to have waived any of its rights to make claims under warranty in the absence of an express written waiver.

9. Travel costs and travel time

9.1 Travel to anywhere other than the individual location (project or venue) mentioned in the Order requires the prior written consent of the Principal if the Contractor wants the corresponding costs compensated. The Contractor shall select the most economical solution of travel considering time and cost and provide evidence of this upon request by the Principal. Travel expenses shall be shown separately in all bills. Upon request by the Principal, the Contractor shall submit relevant documents as proof.

9.2 Reimbursable travel expenses are set forth according to the Travel Guideline of the Principal as attached to the Order, if not set forth differently in the Order.

9.3 The above travel expenses provided in clause 9.2 shall not apply if Principal and Contractor have made different arrangements in writing (e.g. travel expenses included in the hourly rate).

9.4 Travel times to a specific place of activity is not remunerated separately as working time.

10. Infringing property rights

It is the Contractor’s responsibility to ensure that the delivery of goods and / or provision of services and the use thereof by the Principal will not infringe any patent laws, copyright or any other proprietary rights of third parties. Notwithstanding any legal claims, the Contractor shall indemnify the Principal from any third party claims for which the Principal may be held liable as a result of the infringement of any of the aforementioned property rights.

11. Insurance

The Contractor shall maintain sufficient liability insurance at its own expense for all possible damages it or its subcontractors or agents are responsible and thus liable. Evidence of the amount of insurance coverage for each occurrence of damage shall be provided to the Principal upon request in writing.

12. Invoicing and payment

12.1 The agreed prices are net of any applicable value-added tax and any other statutory taxes and duties. Invoices are to be issued for deliveries made and services provided. These invoices shall comply with the relevant statutory invoicing requirements according to the national value-added tax legislations to which the deliveries / services being invoiced are subject.

12.2 Contractor shall send all invoices as E-Invoices (as defined below) to the following email address: ukaccountspayable@merz.com Contractor shall send each E-Invoice as email attachment in editable pdf format (hereinafter referred to as “E-Invoice”) only. Contractor shall create only one separate pdf formatted email attachment per invoice. The E-Invoice is assumed to have been received by Principal, if Contractor has received an email via ukaccountspayable@merz.com with an acknowledgement of such receipt. If Contractor receives a delivery error message, it shall inform Principal promptly hereof and the parties shall agree on how such E-Invoice shall be submitted.

12.3 For deliveries each invoice and all shipping document must indicate the contact person of Contractor and Principal, the purchase order number of Principal, type and quantity of the delivery. Furthermore Contractor shall attach a supplier’s declaration and a certificate of origin (EU-Suppliers) or a movement certificate EUR.1 and a certificate of origin (RoW-Suppliers), if applicable. Certificates of work completed and any other records are to be submitted with the invoice for services.

12.4 The application of a daily rate always assumes the Contractor’s employee will work a minimum of eight (8) hours. Any overtime is included in the daily rate.

12.5 Unless agreed otherwise the payment shall be made sixty (60) calendar days upon receipt of an invoice, which meets the stated requirements.

12.6 All payments to Contractor will be made via bank transfer to a prior assigned and agreed bank account that is held in the name of Contractor in the country of legal registration of Contractor. Cash payments will not be made under any circumstances. Payments made to bank accounts in countries other than the country of registration of Contractor or to payment intermediaries will not be made if the specifics of the bank account or the payment intermediary are not agreed and verified by Principal prior to the payment.

12.7 Payment by the Principal shall not be an indication of acceptance of conditions or prices, and shall not constitute a waiver (i) of the Principal with regard to deliveries made / services provided that differ from those agreed upon, (ii) of the Principal’s rights to inspection, and (iii) of the Principal’s right to find fault with an invoice due to other reasons.

13. Assignment of contract, transfer, change of company name, offsetting and retention

13.1 The Contractor may assign the rights and obligations agreed upon with the Principal to third parties only with the prior written consent of the Principal. In case of services to be provided by a certain individual employee of the Contractor the Contractor requires the prior written approval of the Principal before assigning it to another employee.

13.2 The Contractor is required to notify the Principal forthwith in writing of any assignment of its duties by virtue of law and of any change of its trade name.

13.3 The Principal may assign its rights and obligations hereunder to any affiliated company at any time without the Contractor’s prior agreement.

13.4 The Contractor is only permitted to offset claims that are undisputed or substantiated by court judgment. The Contractor is only entitled to a right of retention if the claim, due to which the right of retention shall be deemed valid, has its origins in the same contractual relationship.

14. Termination and rescission

14.1 Any agreement between the Principal and the Contractor may be terminated without notice for good cause. Grounds for good cause shall, in particular but without limitation, include: (i) a serious breach of duty by the Contractor which is not remedied within a reasonable period of time set forth by the Principal after the written complaint is received; (ii) a considerable deterioration of a party’s financial situation which threatens to impact such party’ s ability to perform its obligations and / or to discharge of its tax and / or social liabilities; or (iii) the purchase or use of the goods or the services is or will be either entirely or partly impermissible due to legal or official regulations.

14.2 If the Contractor has acquired from the Principal any documents, records, plans or drawings within the scope of or for the purposes of fulfilling its duties the Contractor must forthwith hand them over to the Principal in the event of termination by the Principal. These requirements apply likewise in the event of rescission.

14.3 In the event of termination of the Order by the Principal, the Contractor must, at its own expense and regardless of the grounds for termination, forthwith dismantle and remove its plant, tools and equipment. Any waste or debris produced by the Contractor’s work must be promptly removed and disposed of appropriately by the Contractor at its own expense.

15. Documents, confidentiality, rights of use and data protection

15.1 The Contractor must submit to the Principal the agreed quantity of any plans, calculations or other documents in order not to exceed the contractual deadline for execution.

15.2 The review of any documents by the Principal shall not relieve the Contractor of any of its responsibilities under the Order.

15.3 Any models, samples, drawings, data, materials and other documents provided to the Contractor by the Principal (hereinafter “Principal Documentation”) shall remain the sole property of the Principal and must be returned to the Principal forthwith upon its request at any point in time. The Contractor shall have no rights to retain any Principal Documentation and is not entitled to make any reproductions or digital copies of these.

15.4 The Contractor is obliged to keep confidential all technical, scientific, commercial and other information obtained either directly or indirectly within the scope of the contract, in particular the information given in Principal documentation (hereinafter “Confidential Information”). The Contractor may not exploit Confidential Information for commercial purposes, make it the object of industrial property rights, pass it on or make it accessible to third parties in any way, or use it for any purpose other than fulfilling the Order. Notwithstanding the aforementioned, this obligation shall be subject to any disclosure requirements of a legal, judicial or official nature. The aforementioned confidentiality obligation shall continue to apply for a period of ten (10) years after any agreement between the Principal and the Contractor has ended. This confidentiality requirement shall not include any information that (i) the Contractor lawfully possessed prior to the Principal’s disclosure of such information, (ii) is lawfully known to the public, or (iii) has been lawfully obtained from a third party. Also excluded from this confidentiality requirement shall be information that is disclosed to persons subject to a legal obligation to confidentiality, whereas the Contractor shall not release such a person from its obligation to confidentiality. The burden of proof for such an exception lies with the Contractor. The Contractor shall ensure that its employees and vicarious agents subject to this confidentiality agreement are obliged to confidentiality according to the rules set forth in these GTC by means of appropriate contractual agreements, too. The Contractor shall specifically undertake all required, appropriate precautions and measures to effectively protect the Confidential Information obtained at all times against loss or against unauthorized access. This includes in particular the creation and maintenance of appropriate, required access and entry precautions for facilities, repositories, IT systems, data storage devices and other information storage devices, especially those which contain Confidential Information. This also includes informing and instructing those people who are granted access to Confidential Information pursuant to this clause. The Contractor is required to promptly notify the Principal in writing in the event that Confidential Information is lost and / or accessed by unauthorized parties.

15.5 The Contractor shall grant to Principal the royalty-free, perpetual, freely transferable, irrevocable and sub-licensable right unrestricted in terms of territory, quantity and time, to use all Work Results, including all studies, training materials, concepts, operations and system descriptions, data files, software, graphics, calculations and other documents related hereto in all known media formats including electronic media, internet and online media saved to all imaging, audio and data storage devices created under the Order (hereinafter “Work Results”). The Contractor shall grant the Principal the right of use for Work Results of the aforementioned scope including for all types of use whatsoever whether or not known at the time of the agreement between the parties.

15.6 For work results, which have been prepared either by the Contractor itself or by third parties for the exclusive use of the Principal (hereinafter “Individual Work Results”), Contractor shall grant to Principal the rights set forth in Section 15.5 on an exclusive basis.

15.7 For the methods, tools and other programs that the Contractor customarily uses (hereinafter “Standard Material”) and which are integrated into the Work Results or Individual Work Results, the Contractor shall grant to the Principal a non-exclusive right of use to the extent described in Section 15.5.

15.8 The Contractor is obliged to adhere to the current applicable laws and regulations regarding data protection, specifically to the European General Data Protection Regulation (hereinafter “GDPR”) upon May 25, 2018, insofar Articles 2 and 3 GDPR are applicable to the Order. Transfers of personal data from Principal to Contractor have to be ruled according to Article 26 GDPR for joined controllership or according to Article 28 GDPR in case of commissioned processing of personal data.

16. Compliance

16.1 Contractor agrees it shall, at all times:

• conduct its business consistent with fair and vigorous competition and in compliance with all applicable competition laws and will not take unfair advantage of anyone by misrepresenting material facts, manipulation, concealment, abuse of privileged information, fraud, or other unfair business practice;
• will not offer, give or receive bribes, facilitating payments (undocumented or unofficial payment to ensure or speed up the proper performance of a government official’s routine duties) or other improper payments, either directly or indirectly, in cash or in kind;
• comply with international trade control laws to ensure that certain countries, entities or persons, in particular those associated with terrorist activities, do not receive specific goods, services or any financial contributions;
• will not use any form of forced, compulsory, or child labor, and maintain a work environment in which all feel welcome and free of harassment, discrimination, or other improper conduct; and
• conduct its business in compliance with all applicable laws and in accordance with the Principal’s third party code of conduct.

16.2 Contractor will indemnify and hold Principal harmless from all claims and damages arising from or in connection with any infringements of such illegal actions.

17. Miscellaneous

17.1 The Contractor may only refer to or publicly disclose otherwise its business relationship with the Principal with the prior written consent of the Principal.

17.2 The invalidity or unenforceability of any provision or part of a provision hereof shall not affect the validity of the entire Order.

17.3 In case of invalidity of a provision or a gap, the parties under-take to reach agreement concerning a provision which comes as close as possible to the original intent or purpose of the invalid provision, but takes into account those aspects that made it invalid in the first place.

17.4 Notices between the parties shall be hand delivered or sent by pre-paid registered post the addresses stated in the delivery documents. No notice shall be taken to have been delivered until actually received by the receiving party.

17.5 These GTC shall be construed and be subject to the substantive laws of the Federal Republic of Germany with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (hereafter “CISG”) and the German law rules on the conflict-of-laws.

17.6 As far as legally permissible the place of jurisdiction shall be the competent courts in Frankfurt am Main, Germany.

TERMS AND CONDITIONS OF SALE

1. INTERPRETATION

In these Conditions:

“Business Day” means any day (other than a Saturday or Sunday or public holiday) when banks in London are open for business.

“Conditions” means the terms and conditions set out in this document as amended from time to time.

“Contract” means the contract between the Supplier and the Customer for the sale and purchase of the Products in accordance with these Conditions.

“Customer” means the person or firm who purchases the Products from the Supplier.

“Force Majeure Event” means an event or circumstance beyond a party’s reasonable control.

“Order” means the Customer’s order for the Products, as set out in the Customer’s written acceptance of the Supplier’s quotation, the Customer’s purchase order form, or overleaf, as the case may be.

“Products” means the products set out in the Order.

“Supplier” means Merz Aesthetics UK Limited, a company registered in England with company number 04703428.

2. BASIS OF CONTRACT

2.1. The Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable requirements submitted by the Customer are complete and accurate.

2.2. The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.3. Any sales literature, price lists, samples or other advertising produced by the Supplier are produced for the sole purpose of giving an approximate idea of the Products referred to in them. Except for as set out in clause 7.1, the foregoing shall not form part of the Contract nor have any contractual force.

2.4. A quotation for the Products given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.

3. PRODUCTS

3.1. The Products are described in the Supplier’s sales literature, price list and product documentation.The Products will be supplied in the minimum units (or multiples) stated in the Supplier’s price list, as specified. Orders received for quantities other than as specified will be adjusted by Supplier accordingly before dispatch.

3.2. The Supplier reserves the right to amend the specification of the Products if required for safety purposes or other statutory or regulatory requirements.

4. DELIVERY

4.1. The Supplier shall deliver the Products to the location set out in the Order or such other location as the parties may agree (“Delivery Location“).

4.2. Any dates quoted for delivery given in the Order (“Delivery Date“) are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

4.3. Delivery is completed on completion of unloading the Products at the Delivery Location.

4.4. If the Customer fails to take delivery of the Products on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations (as applicable) to enable the Products to be delivered on that date, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:

• delivery of the Products shall be deemed to have taken place and the Supplier shall be entitled to invoice the Customer for such Order; and
• the Supplier shall be entitled to store the Products until delivery takes place and charge the Customer for all related costs and expenses (including insurance).

4.5. If the Supplier fails to deliver the Products, its liability shall be limited to a refund of the price for the Products as set out in the Order for the relevant Product(s). The Supplier shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

4.6. The Supplier may deliver the Products in instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. QUALITY

5.1. The Customer shall inspect the Products on delivery.Subject to clause 5.2, if:

• the Customer gives notice in writing to the Supplier within ten (10) Business Days of discovery that some or all of the Products are defective;
• the Supplier is given a reasonable opportunity of examining such Products; and
• the Customer (if asked to do so by the Supplier) returns such Products to the Supplier’s place of business at the Supplier’s cost,
• the Supplier, shall at its option, repair or replace the defective Products, or refund the price of the defective Products in full.

5.2. If there are 6 months or more remaining before a Product’s expiration date, this shall not be sufficient on its own to show a Product is defective. If a Product has less than 6 months remaining before its expiration date then the Customer may follow the process set out at clause 5.1.

5.3. The Supplier shall not be liable for any defect in the Products set out in clause 5.1 in any of the following events:

• the Customer makes any use of such Products after giving notice in accordance with clause 5.1;
• the defect arises because the Customer failed to follow the Supplier’s written instructions as to the storage, use and maintenance of the Products, including using the Products without proper training or using the Products with any consumables or parts that the Supplier has not approved for use;
• the defect arises as a result of the Supplier following the Order or other instructions specified by the Customer or the Customer’s representatives;
• the Customer or any third party alters or attempts to alter such Products without the written consent of the Supplier;
• the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions of the Customer; or
• the Products differ from their description as a result of changes made to ensure they comply with applicable safety, statutory or regulatory requirements.

5.4. Except as set out in this clause 5, the Supplier shall have no liability to the Customer in respect of any defective Products.

5.5. These Conditions shall apply to any repaired or replacement Products supplied by the Supplier.

6. TITLE AND RISK

6.1. Risk in the Products shall pass to the Customer on completion of delivery of such Products.

6.2. Title to the Products delivered to the Customer shall not pass to the Customer until the Supplier has received payment in full for all outstanding sums for the Products and any others sums owing to the Supplier.

6.3. Until title to the Products has passed to the Customer, the Customer shall:

• hold the Products on a fiduciary basis as the Supplier’s bailee;
• store the Products separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
• not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
• maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; and
• notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.1.2 below, but Customer may resell or use the Products in the ordinary course of its business.

6.4. If, before title to the Products passes to the Customer, the Customer becomes subject to any of the events listed in clause 8.1.2 below, or the Supplier reasonably believes that any such event is about to happen and notifies the Supplier accordingly, then, provided that the Products have not been resold, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Products and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.

7. PRICE AND PAYMENT

7.1. The price of the Products shall be the price set out in the Order and shall reflect the Product prices as set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.

7.2. The Supplier may, by giving notice to the Customer at any time before the Order is accepted, increase the price of the Products to reflect any increase in the cost of the Products that is due to any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs), or any request by the Customer to change the delivery date(s), quantities or types of Products ordered or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

7.3. The price of the Products:

• excludes amounts in respect of value added tax (“VAT”), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
• excludes the costs and charges of packaging, insurance and transport of the Products, which may be invoiced to the Customer.

7.4. The Supplier may invoice the Customer for the Products on or at any time after accepting the Order.

7.5. The Customer shall pay the invoice in full and in cleared funds prior to the Delivery Date. Payment shall be made to the bank account nominated in writing by the Supplier, or as otherwise specified on the invoice. Time of payment is of the essence.

7.6. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

7.7. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

8. TERMINATION

8.1. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

• the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within give 30 days of that party being notified in writing to do so;
• the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
• the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
• the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.2. Without limiting its other rights or remedies, the Supplier may suspend provision of the Products under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.1.1 to clause 8.1.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

8.3. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.

8.4. On termination of the Contract Supplier shall be entitled, in respect of the whole or any part of any stocks of Products in Customer’s possession but not yet paid for, to elect between: (a) immediate payment of the invoice(s) or part(s) thereof relevant to such stocks of Products; or (b) the return of such stocks of Products to Supplier at Supplier’s expense.

8.5. Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

8.6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

9. LIABILITY

9.1. Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

• death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
• fraud or fraudulent misrepresentation;
• breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
• any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

9.2. Subject to clause 9.1:

• the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract;
• the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any losses arising from untrained persons using the Product(s); and
• the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid to the Supplier by the Customer in respect of the Products under the Contract.

10. GENERAL

10.1. The parties agree that any condition, warranty representation or other term which might otherwise be implied into or incorporated in these Conditions, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law.

10.2. Any variation of the Contract shall be in writing and signed by or on behalf of the parties.

10.3. Neither party shall have any liability to the other party under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract or from carrying on its business as a result of a Force Majeure Event.

10.4. Any notice, consent, agreement or official communication under the Contract shall be in writing, in English, and shall be delivered by hand or sent by pre-paid post to the other party at its address at its registered office address, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email address as may have been notified by that party for such purposes. A notice, consent, agreement or official communication delivered by hand shall be deemed to have been received when delivered (or if delivery is not during business hours, at 09:00 on the first Business Day following delivery). A correctly addressed notice, consent, agreement or official communication sent by post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice, consent, agreement or official communication sent by email shall be deemed to have been received at the time of transmission provided that no message is received by the sender evidencing a delivery failure.

10.5. No one other than a party to the Contract and their permitted assignees shall have any right to enforce any of its terms.

10.6. A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

10.7. If any provision of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted or modified, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

10.8. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract, however, it will give the Customer written notice of any such assignment, transfer or sub-contract.

10.9. Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

10.10. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

This Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England. The parties irrevocably agree that the courts of England have non-exclusive jurisdiction to settle any dispute or claim that arises under or in connection with the Contract or its subject matter or formation (including non-contractual dispute).

M-MA-UKI-3412 Date of preparation October 2024