Terms & Conditions
ALXR Limited
Company Registration Number: 11854530
Registered Office: 109 Coleman Road, Leicester, LE5 4LE, United Kingdom
IMPORTANT NOTICE
These Terms and Conditions govern all business conducted with ALXR Limited. They are intended to apply to all procurement consultancy services, supplier and product sourcing services, supplier management services, business development services, commercial cooperation arrangements, and the supply of medical equipment and supplies.
These Terms apply whether or not a formal agreement is signed and may be accepted by conduct as set out below.
DEFINITIONS
In these Terms:
“Agreement” means any contract between ALXR and the Customer incorporating these Terms.
“ALXR” means ALXR Limited.
“Business Day” means any day other than a Saturday, Sunday or public holiday in England and Wales.
“Commercial Margin” means any agreed commission, profit share, sourcing fee, procurement fee, rebate, referral fee, revenue share, margin, mark-up or other commercial benefit payable to ALXR.
“Confidential Information” means all commercial, technical, financial, operational, customer, supplier, pricing, sourcing, procurement, marketing, strategic, intellectual property and business information disclosed by one party to the other.
“Customer” means any company, partnership, sole trader, public body, organisation or person acting in the course of business who engages, instructs, receives services from, or otherwise conducts business with ALXR.
“Goods” means any products, medical equipment, medical devices, consumables, healthcare products, PPE, diagnostics, furnishings or supplies provided by ALXR.
“Introduced Opportunity” means any customer, supplier, manufacturer, distributor, product source, procurement framework, healthcare institution, NHS body, commercial partner, contract opportunity or business relationship identified, sourced, introduced, developed, negotiated or facilitated by ALXR.
“Services” means any service provided by ALXR, including procurement consultancy, supplier sourcing, product sourcing, supplier management, business development, market access, commercial advisory services and supply-chain support.
“Supplier” means any manufacturer, distributor, wholesaler, service provider, contractor or vendor introduced or sourced by ALXR.
- APPLICATION OF THESE TERMS
2.1 These Terms apply to all business conducted between ALXR and the Customer.
2.2 A legally binding Agreement shall arise upon the earliest of:
- a) acceptance of a quotation;
- b) acceptance of a proposal;
- c) issue of a purchase order;
- d) instruction to commence Services;
- e) acceptance of a supplier, customer or commercial introduction;
- f) receipt of consultancy services;
- g) participation in sourcing activities;
- h) purchase of Goods;
- i) acceptance of any commercial opportunity introduced by ALXR;
- j) any conduct that objectively demonstrates acceptance of ALXR’s services or commercial involvement.
2.3 These Terms shall prevail over any terms proposed by the Customer unless expressly agreed in writing by a Director of ALXR.
- ACCEPTANCE BY CONDUCT
3.1 The Customer acknowledges that a legally binding contract may be formed without any requirement for a signed agreement.
3.2 The Customer shall be deemed to have accepted these Terms where:
- a) ALXR has provided, supplied, referred to, attached, published or otherwise made these Terms available to the Customer;
- b) the Customer knew or ought reasonably to have known that ALXR intended these Terms to apply;
and
- c) the Customer continues to engage with ALXR, receives services, uses information supplied by ALXR, participates in sourcing activities, accepts introductions or otherwise benefits from ALXR’s involvement.
3.3 Acceptance shall be deemed to occur where the Customer:
- a) requests information or advice;
- b) requests supplier sourcing;
- c) requests procurement support;
- d) receives commercial introductions;
- e) participates in meetings organised by ALXR;
- f) enters negotiations facilitated by ALXR;
- g) receives supplier information;
- h) receives pricing information;
- i) receives consultancy services;
- j) transacts with an Introduced Opportunity; or
- k) accepts any commercial benefit arising from ALXR’s efforts.
3.4 Continued engagement with ALXR shall constitute conclusive evidence of acceptance of these Terms.
3.5 For the avoidance of doubt, a Customer may not avoid these Terms by arguing that:
- a) no formal contract was signed;
- b) no purchase order was issued;
- c) no consultancy fee was paid upfront;
- d) discussions were informal;
- e) transactions were conducted through another group company, related entity or third party.
- ALXR SERVICES
ALXR may provide one or more of the following services:
4.1 Procurement Consultancy Services
– Procurement strategy
– Contract support
– Spend analysis
– Category management
– Tender support
– Procurement transformation
– Commercial negotiation
4.2 Supplier and Product Sourcing Services
– Supplier identification
– Product sourcing
– International sourcing
– Supplier due diligence
– Market research
– Competitive sourcing
– Supplier introductions
4.3 Supplier Management Services
– Supplier performance reviews
– Supplier governance
– Supplier relationship management
– Contract management support
– Supplier audits
– Supplier risk reporting
4.4 Medical Equipment and Supplies
– Medical devices
– Healthcare consumables
– Clinical products
– PPE
– Diagnostics
– Healthcare technology
– Medical furnishings
4.5 Business Development and Commercial Support
– Customer introductions
– Distribution opportunities
– Market development
– Commercial partnerships
– Strategic growth support
- CUSTOMER OBLIGATIONS
The Customer shall:
- a) provide accurate information;
- b) cooperate fully with ALXR;
- c) make decisions promptly;
- d) comply with all applicable laws and regulations;
- e) undertake its own commercial and technical due diligence;
- f) not misrepresent information provided to ALXR.
The Customer acknowledges that delays caused by it may affect delivery of Services.
- COMMERCIAL ENGAGEMENT MODELS
ALXR may provide Services under either of the following models.
MODEL A – CONSULTANCY FEE BASIS
The Customer agrees to pay:
– day rates;
– project fees;
– retainers;
– fixed consultancy fees; or
– any other agreed professional fee.
Fees remain payable irrespective of whether any transaction is ultimately completed.
MODEL B – COMMERCIAL COOPERATION AND SHARED BENEFIT BASIS
Where ALXR agrees not to charge an upfront consultancy fee, the Customer agrees that ALXR shall instead be remunerated from transactions arising from ALXR’s activities.
The Customer acknowledges that ALXR commits significant expertise, resources, contacts, information, commercial knowledge, sourcing capabilities and business relationships on the basis that ALXR will participate in the economic value subsequently generated.
- INTRODUCED OPPORTUNITIES AND CUSTOMER OWNERSHIP
7.1 Any Introduced Opportunity identified or facilitated by ALXR shall be deemed an ALXR Introduced Opportunity.
7.2 ALXR shall retain a continuing commercial interest in every Introduced Opportunity.
7.3 The Customer acknowledges that ALXR’s introductions and commercial relationships have significant value and form part of ALXR’s business assets.
7.4 ALXR’s entitlement shall apply regardless of whether:
- a) ALXR invoices the end customer;
- b) ALXR appears in the supply chain;
- c) transactions occur directly between other parties;
- d) another company within the Customer’s group is used.
7.5 These protections survive termination of the Agreement.
- SUPPLIER AND PRODUCT SOURCING SERVICES
8.1 ALXR acts as an independent sourcing and procurement specialist.
8.2 Unless expressly agreed, ALXR does not manufacture products.
8.3 ALXR does not guarantee:
- a) stock availability;
- b) manufacturing capacity;
- c) supplier solvency;
- d) future pricing;
- e) delivery capability;
- f) future regulatory approvals.
8.4 The Customer shall undertake its own assessment of product suitability and supplier suitability.
8.5 Any Supplier identified by ALXR shall be treated as an Introduced Opportunity.
- COMMERCIAL MARGIN, COMMISSION AND SHARED BENEFIT ARRANGEMENTS
9.1 Where Services are provided under the Commercial Cooperation Model, ALXR shall be entitled to receive remuneration by way of:
- a) commission;
- b) sourcing fees;
- c) referral fees;
- d) savings share;
- e) revenue share;
- f) gross profit share;
- g) net profit share;
- h) rebate;
- i) procurement success fee;
- j) commercial margin; or
- k) any agreed commercial formula.
9.2 The commercial structure may be based upon:
- a) factory price;
- b) acquisition cost;
- c) landed cost;
- d) supplier price;
- e) customer selling price;
- f) revenue received;
- g) profit generated.
9.3 ALXR’s entitlement shall apply to:
- a) first orders;
- b) repeat orders;
- c) ongoing purchasing arrangements;
- d) contract renewals;
- e) framework agreements;
- f) call-off contracts;
- g) future transactions arising from the original introduction.
9.4 Unless otherwise agreed in writing, ALXR’s entitlement shall continue for five (5) years from the date of the first transaction arising from an Introduced Opportunity.
- NON-CIRCUMVENTION
10.1 The Customer shall not directly or indirectly circumvent ALXR.
10.2 The Customer shall not:
- a) bypass ALXR;
- b) avoid payment obligations;
- c) negotiate arrangements intended to defeat ALXR’s rights;
- d) use associated companies to avoid ALXR’s fees;
- e) redirect opportunities introduced by ALXR.
10.3 Any attempt to avoid ALXR’s remuneration shall constitute a material breach of these Terms.
10.4 The Customer shall remain liable for all amounts that would have been payable had the circumvention not occurred.
10.5 This clause survives termination for five (5) years.
- NON-DEALING
11.1 The Customer shall not engage directly or indirectly with any Introduced Opportunity in a manner intended to deprive ALXR of its commercial entitlement.
11.2 This restriction shall continue during the Agreement and for five (5) years following termination.
- AUDIT AND TRANSPARENCY RIGHTS
12.1 Where remuneration is linked to sales, purchases, commissions, profit, turnover or margins, the Customer shall maintain complete and accurate records.
12.2 ALXR may inspect relevant records on reasonable notice.
12.3 Any underpayment identified shall immediately become due and payable.
12.4 The Customer shall reimburse reasonable audit costs where underpayments exceed five percent (5%).
- SUPPLIER MANAGEMENT SERVICES
13.1 ALXR may manage relationships between Customers and Suppliers.
13.2 ALXR shall not be liable for any act, omission or breach by a Supplier.
13.3 Supplier contracts remain contracts between the Customer and Supplier unless agreed otherwise in writing.
- SALE OF GOODS
14.1 All orders are subject to acceptance by ALXR.
14.2 Delivery dates are estimates only.
14.3 Risk in Goods shall pass upon delivery.
14.4 Title to Goods shall remain with ALXR until all sums due have been paid in full.
14.5 The Customer shall inspect Goods promptly and notify ALXR of defects within a reasonable period.
- MEDICAL EQUIPMENT AND SUPPLIES
15.1 The Customer is responsible for ensuring Goods are suitable for their intended purpose.
15.2 The Customer shall comply with all manufacturer instructions and applicable regulations.
15.3 ALXR shall not be liable for misuse, incorrect installation, improper storage or unauthorised modifications.
- FEES AND PAYMENT
16.1 All invoices are payable within fourteen (14) days unless otherwise stated.
16.2 All amounts are exclusive of VAT.
16.3 The Customer shall not withhold payment by way of set-off or counterclaim.
16.4 Interest shall accrue on overdue sums at the rate of 8% above the Bank of England Base Rate.
16.5 ALXR may suspend Services where invoices remain unpaid.
- CONFIDENTIALITY
17.1 Each party shall keep Confidential Information strictly confidential.
17.2 Confidential Information shall only be used for purposes connected with the business relationship between the parties.
17.3 Confidential Information shall not be disclosed except to employees, professional advisers and representatives who require access and are subject to equivalent confidentiality obligations.
17.4 Upon request, Confidential Information shall be returned or securely deleted.
17.5 These obligations shall survive termination for a period of five (5) years.
- INTELLECTUAL PROPERTY
18.1 All intellectual property belonging to ALXR shall remain the exclusive property of ALXR.
18.2 This includes:
– reports;
– templates;
– supplier databases;
– sourcing methodologies;
– market intelligence;
– procurement tools;
– pricing structures;
– commercial models.
18.3 No ownership rights transfer to the Customer.
- DATA PROTECTION
Each party shall comply with:
– UK GDPR;
– Data Protection Act 2018;
– all applicable data protection legislation.
- NON-SOLICITATION
The Customer shall not solicit, recruit or engage any employee, contractor or consultant of ALXR during the Agreement or for twelve (12) months thereafter without ALXR’s prior written consent.
- WARRANTIES
21.1 ALXR shall provide Services using reasonable skill and care.
21.2 Except as expressly stated, all warranties and conditions are excluded to the fullest extent permitted by law.
- LIMITATION OF LIABILITY
22.1 Nothing excludes liability for:
- a) death or personal injury caused by negligence;
- b) fraud or fraudulent misrepresentation;
- c) any liability that cannot lawfully be excluded.
22.2 ALXR shall not be liable for:
- a) loss of revenue;
- b) loss of profit;
- c) loss of business;
- d) loss of anticipated savings;
- e) indirect loss;
- f) consequential loss.
22.3 ALXR’s total aggregate liability shall not exceed:
The greater of:
(a) the fees paid to ALXR during the previous twelve (12) months; or
(b) £10,000.
- INDEMNITY
The Customer shall indemnify ALXR against all claims, liabilities, losses, damages, costs and expenses arising from:
- a) misuse of Goods;
- b) breach of these Terms;
- c) breach of applicable law;
- d) inaccurate information supplied by the Customer.
24. FORCE MAJEURE
ALXR shall not be liable for delays or failures caused by circumstances beyond its reasonable control including:
– acts of God;
– war;
– terrorism;
– pandemics;
– cyber events;
– labour disputes;
– transportation failures;
– supply chain disruption;
– governmental restrictions.
- TERMINATION
25.1 Termination may only occur by mutual agreement.
25.2 ALXR may terminate immediately where:
- a) invoices remain unpaid;
- b) the Customer commits a material breach;
- c) the Customer becomes insolvent.
25.3 Termination shall not affect accrued rights.
25.4 The following provisions shall survive termination:
– confidentiality;
– non-circumvention;
– non-dealing;
– audit rights;
– intellectual property rights;
– commission rights;
– commercial margin rights;
– profit-share rights;
– Introduced Opportunity protections.
- GENERAL
26.1 Entire Agreement
These Terms constitute the entire agreement between the parties.
26.2 Assignment
The Customer may not assign its rights without ALXR’s prior written consent.
26.3 Severability
If any provision is unenforceable, the remaining provisions shall continue in force.
26.4 Waiver
Failure to enforce a right shall not constitute a waiver.
26.5 Third Party Rights
No person other than the parties shall have rights under the Contracts (Rights of Third Parties) Act 1999.
26.6 Variation
No variation shall be effective unless agreed in writing by ALXR.
26.7 Governing Law
These Terms shall be governed by the laws of England and Wales.
26.8 Jurisdiction
The courts of England and Wales shall have exclusive jurisdiction.
ACCEPTANCE OF TERMS
The Customer acknowledges and agrees that these Terms apply to all dealings with ALXR.
The Customer shall be deemed to have accepted these Terms by:
- signing an agreement;
- accepting a quotation;
- issuing a purchase order;
- requesting Services;
- receiving Services;
- requesting supplier sourcing;
- accepting a supplier introduction;
- accepting a customer introduction;
- participating in procurement activities;
- participating in negotiations facilitated by ALXR;
- receiving market intelligence;
- receiving pricing information;
- purchasing Goods;
- entering transactions arising from Introduced Opportunities;
- accepting any commercial benefit arising from ALXR’s activities; or
- otherwise acting in a manner that objectively demonstrates acceptance of the relationship.
A signature is not required for these Terms to become legally binding. The Customer expressly agrees that continued engagement with ALXR, acceptance of services, acceptance of introductions, participation in sourcing or procurement activities, acceptance of commercial opportunities, or receipt of any benefit arising from ALXR’s activities shall constitute acceptance by conduct and shall bind the Customer to these Terms in their entirety.