TERMS AND CONDITIONS OF SALE

The following terms and conditions are the terms and conditions on which Merz Pharma UK Limited ("we", "us", "our") supply any of the products ("Products") listed on our website at www.merzaesthetics.co.uk ("our site") to you. Please read these terms and conditions carefully before ordering any Products from our site. By ordering any of our Products, you agree to be bound by these terms and conditions.

INFORMATION ABOUT US

We are registered in England and Wales under company number 4703428 and with our registered office and principal place of business is at 260 Centennial Park, Elstree Hill South, Elstree, Hertfordshire WD6 3SR.

We are authorised by the Medicines and Healthcare Regulatory Authority to manufacturer, market and sell pharmaceutical products to purchasers who are authorised under applicable law to purchase and receive them.

HOW THE CONTRACT IS FORMED BETWEEN YOU AND US

After placing an order, you will receive an email from us acknowledging that we have received your order. Receipt of our acknowledgment does not mean that your order has been accepted. Your order constitutes an offer to us to buy a Product. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an email that confirms that the Product has been dispatched ("Dispatch Confirmation"). The contract between us ("Contract") will only be formed when we send you the Dispatch Confirmation.

The Contract will relate only to those Products whose dispatch we have confirmed in the Dispatch Confirmation. We will not be obliged to supply any other Products which may have been part of your order until the dispatch of such Products has been confirmed in a separate Dispatch Confirmation.

Products will only be supplied to you in the minimum units (or multiples) stated in our price list or in multiples of the sales outer as specified. Orders received for quantities other than these will be adjusted accordingly. Illustrations, photographs and descriptions of Products on our site are intended as a guide only and shall not be binding on us.

We reserve the right to make any changes in the specification of the Products which are required to conform with any applicable safety or other statutory or regulatory requirements.

AVAILABILITY AND DELIVERY

Your order will be fulfilled by the delivery date set out in the Dispatch Confirmation or, if no delivery date is specified, then within a reasonable time of the date of the Dispatch Confirmation, unless there are exceptional circumstances.

We cannot guarantee that the our site will operate continuously or without interruptions or be error-free. You agree not to attempt to interfere with the proper working of our site and, in particular, you agree not to attempt to circumvent security, tamper with, hack into, or otherwise disrupt our site or any computer system, server, router or any other internet-connected device. We cannot and do not guarantee or warrant that any content of our site is free from infection, viruses and/or other code that has contaminating or destructive properties. You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the safety and reliability of data input and output. We do not accept liability for any losses or claims arising from any inability to access our site or any failure to complete a transaction.

RISK AND TITLE

The Products will be at your risk from the time of delivery.

Ownership of the Products will only pass to you when we receive full payment of all sums due in respect of the Products, including delivery charges.

PRICE AND PAYMENT

The price of any Products will be as quoted on our site from time to time, except in cases of obvious error.

These prices include VAT but exclude delivery costs, which will be added to the total amount due at the time you place your order.

Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Dispatch Confirmation.

Our site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product's correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product's correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of such rejection.

We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you a Dispatch Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.

Payment for all Products must be by credit or debit card. We accept payment with Visa and Mastercard card types.

OUR REFUNDS POLICY

If you return a Product to us for any reason (for instance, you claim that the Product is defective), we will examine the returned Product and if appropriate will notify you of your refund via email within a reasonable period of time. We will process the refund due to you as soon as reasonably practicable and, in any case, within 30 days of the day we confirmed to you via email that you were entitled to a refund for the defective Product. Products returned by you because of a defect will be refunded in full, including a refund of the delivery charges for sending the item to you. Any refund will be made using the same method originally used by you to pay for your purchase.

OUR LIABILITY

We warrant to you that any Product purchased from us through our site is of satisfactory quality and reasonably fit for all the purposes for which products of the kind are commonly supplied.

We shall not be liable to you, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for: (a) loss of profits; (b) loss of business; (c) depletion of goodwill or similar losses; (d) loss of anticipated savings; (e) loss of goods; (f) loss of contract; (g) loss of use; (h) loss or corruption of data or information; (i) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

Our liability for losses you suffer as a result of us breaching the Contract is strictly limited to the purchase price of the Product you purchased. This limit does not include or limit in any way our liability for: (a) death or personal injury caused by ournegligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be excluded or limited.

WRITTEN COMMUNICATIONS

Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

NOTICES

All notices given by you to us must be given to Merz Pharma UK Limited at 260 Centennial Park, Elstree Hill South, Elstree, Herts. WD6 3SR]. We may give notice to you at either the email or postal address you provide to us when placing an order, or in any of the ways specified in clause 9 above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

CONFIDENTIALITY

Each party undertakes that in relation to all confidential information of the other party which is, or may come into, its possession as a result of the Contract ("Confidential Information") it will keep the same confidential and will not disclose the same or permit the same to be disclosed to any third party unless expressly provided for in this clause 11. The obligations of confidentiality contained in this clause 11 shall not extend to any Confidential Information which the recipient party can show by documentary evidence:

is or has become publicly available other than through the default of the recipient party; or

is or becomes lawfully in its possession free of any obligation of confidentiality.

Either party shall be permitted to disclose the other party's Confidential Information:

to its officers, employees, agents, sub-contractors, representatives and consultants on a strictly "need to know" basis and only to the extent necessary to facilitate the performance of its obligations under the Contract PROVIDED THAT any such recipient shall be bound by obligations of confidentiality substantially the same as the provisions of this clause 11;

as may be required by law or any relevant regulatory authority or any relevant Stock Exchange regulation PROVIDED THAT in such circumstances the disclosing party shall notify the other party of such disclosure, shall limit such disclosure to what is strictly necessary and shall ensure that any party to whom Confidential Information is disclosed is made fully aware of the confidentiality obligations attaching to the Confidential Information.

TRANSFER OF RIGHTS AND OBLIGATIONS

The contract between you and us is binding on you and us and on our respective successors and assigns.

You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.

We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

EVENTS OUTSIDE OUR CONTROL

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).

A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

strikes, lock-outs or other industrial action.

civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.

fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.

impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

impossibility of the use of public or private telecommunications networks.

the acts, decrees, legislation, regulations or restrictions of any government.

Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

LINKS TO THIRD PARTY SITES

We may provide links on our site to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking that products you purchase from companies to whose website we have provided a link on our site, will be of satisfactory quality, and any such warranties are disclaimed by us absolutely. This disclaimer does not affect your statutory rights against the third party seller.

WAIVER

If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

A waiver by us of any default shall not constitute a waiver of any subsequent default.

No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 9 above.

SEVERABILITY

If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

ENTIRE AGREEMENT

These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.

Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.

TRADE MARKS

The trade marks, names, logos and service marks (collectively "trade marks") displayed on our site are registered and unregistered trade marks of Merz Pharmaceuticals, its Affiliates, our suppliers, manufacturers and partners. Nothing contained on this website should be construed as granting any licence or right to use any trade mark without the prior written permission of their respective owners.

OUR RIGHT TO VARY THESE TERMS AND CONDITIONS

We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities. You will be subject to the policies and terms and conditions in force at the time that you order products from us.

LAW AND JURISDICTION

Contracts for the purchase of Products through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England.