These terms and conditions ("Terms") govern the sale of the NovuPanel, NovuBed, NovuPod and NovuFlex LED therapy devices, and the wholesale supply of NovuMask units for resale, (each a "Device" and together the "Goods") by BioNovu Ltd to its business customers. Please read them carefully before placing an order.

BioNovu Ltd (company number 16267110), whose registered office is at 109-111 Senhouse Street, Maryport, Cumbria, CA15 7EZ ("the Seller", "we", "us" or "our") sells the Goods on the Terms set out below. By signing an order form, quotation, proforma invoice, or otherwise confirming an order with us, the customer ("the Buyer", "you" or "your") agrees to be bound by these Terms.

These Terms apply to business-to-business sales only. They are not intended for, and do not apply to, consumers purchasing outside the course of a business.

1. Definitions and Interpretation

1.1       In these Terms, the following definitions apply:

1.1.1    "Business Day" means any day other than a Saturday, Sunday or public holiday in England and Wales.

1.1.2    "Confirmation" means our written acceptance of the Buyer's order, which may take the form of an order confirmation, proforma invoice, or countersigned quotation.

1.1.3    "Contract" means the contract between the Seller and the Buyer for the sale and purchase of the Goods, incorporating these Terms and the Confirmation.

1.1.4    "Delivery Location" means the address specified in the Confirmation to which the Goods are to be delivered.

1.1.5    "Finance Provider" means any third-party lender, lease company or finance house through which the Buyer elects to fund the purchase of the Goods.

1.1.6    "Goods" means the NovuPanel, NovuBed, NovuPod, NovuFlex and/or NovuMask Devices supplied (or to be supplied) under the Contract, together with any accessories, consumables or related items specified in the Confirmation.

1.1.7    "Initial Payment" means the non-refundable payment required to confirm and secure the Buyer's order, the amount of which will be set out in the Confirmation.

1.1.8    "Price" means the price for the Goods set out in the Confirmation, exclusive of VAT and delivery charges unless stated otherwise.

1.1.9    "Warranty Period" means the period set out in clause 11.2 for the relevant Device, commencing on the date of delivery, or such extended period as the Buyer has separately purchased in writing.

1.2       Headings are for convenience only and shall not affect the interpretation of these Terms. References to statutes or statutory provisions include any subsequent re-enactment or amendment.

2. Basis of Contract

2.1       These Terms apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2       The Buyer's order constitutes an offer to purchase the Goods in accordance with these Terms. No order shall be deemed accepted until the Seller issues a Confirmation, at which point the Contract shall come into existence.

2.3       Any quotation given by the Seller is not an offer and is valid only for the period stated in the quotation, or (if no period is stated) for 30 days from its date of issue.

2.4       Any samples, drawings, descriptive matter, specifications or advertising issued by the Seller, and any descriptions or illustrations contained in the Seller's catalogues, brochures or website, are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

3. The Goods

3.1       The Goods are specified in the Confirmation. The Seller reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement, or if the amendment does not materially affect their quality or performance.

3.2       The NovuBed, NovuPod, NovuPanel and NovuFlex are professional-grade LED therapy devices intended for use only by appropriately trained professionals in a clinical, medical aesthetic or similar professional environment. The Buyer warrants that it will use those Devices only for such purposes and in accordance with the manufacturer's instructions, applicable safety guidance, and all relevant laws and regulations. NovuMask units are intended for onward retail resale to the Buyer's own clients or customers for home use, in accordance with clause 3.4.

3.3       The Buyer is responsible for ensuring that any premises at which the Goods are used comply with applicable health and safety, electrical, insurance and regulatory requirements.

3.4       NovuMask wholesale orders. Where the Buyer purchases NovuMask units under this Contract for resale to its own clients or customers, this Contract governs only the wholesale transaction between the Seller and the Buyer. The Buyer is responsible for its own compliance with consumer protection law, including any statutory cancellation rights, in respect of its resale of NovuMask units to end customers, and the Seller has no liability to any such end customer under this Contract. Each NovuMask unit is supplied with the Seller's standard consumer-facing documentation, which the Buyer shall pass on to the end customer unaltered.

4. Price

4.1       The Price of the Goods is as set out in the Confirmation. Unless expressly stated otherwise, the Price is exclusive of VAT (which shall be added at the prevailing rate) and any delivery, installation or ancillary charges.

4.2       The Seller may, by giving written notice to the Buyer at any time before delivery, increase the Price to reflect any increase in its costs that is due to: (a) any factor beyond the Seller's control (including fluctuations in exchange rates, taxes, duties, or increases in the cost of materials or labour); (b) any request by the Buyer to change the delivery date(s), quantity or type of Goods ordered; or (c) any delay caused by the Buyer's instructions or the Buyer's failure to give the Seller adequate information or instructions.

5. Payment Terms

5.1       The Seller shall issue the Buyer with a Confirmation setting out the total Price, the Initial Payment required to secure the order, and the schedule for payment of the balance.

5.2       The Initial Payment shall be paid by the Buyer in cleared funds on or before the date specified in the Confirmation. No order shall be progressed, and no Goods allocated or dispatched, until the Initial Payment has been received.

5.3       The Initial Payment is non-refundable in all circumstances except where the Seller is unable or unwilling to supply the Goods in accordance with clause 15.2. The Initial Payment represents a genuine pre-estimate of the administrative, commercial, reservation and procurement costs incurred by the Seller in accepting and preparing the order, and the Buyer acknowledges that this amount is a commercially reasonable sum to secure the Seller's commitment to supply.

5.4       The balance of the Price shall be paid in cleared funds in accordance with the payment schedule set out in the Confirmation. Unless agreed otherwise in writing, the full balance shall be paid before the Goods are dispatched or released for delivery.

5.5       Time for payment is of the essence. If the Buyer fails to make any payment due to the Seller under the Contract by the due date, then without limiting any of the Seller's other rights or remedies the Buyer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time, accruing daily from the due date until actual payment, whether before or after judgment, together with any reasonable debt recovery costs. The Seller may also rely on its statutory rights under the Late Payment of Commercial Debts (Interest) Act 1998.

5.6       All sums payable to the Seller under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax required by law).

6. Finance and Leasing

6.1       The Buyer may, at its discretion, arrange financing of the Price through a Finance Provider. Where the Buyer elects to do so, the specific payment schedule and payment mechanism may differ from the Seller's standard terms. The Seller will cooperate reasonably with the Buyer's nominated Finance Provider to facilitate such arrangements.

6.2       Regardless of whether the Price is paid directly by the Buyer or via a Finance Provider, the Initial Payment remains payable and non-refundable in accordance with clause 5.3.

6.3       The Buyer remains responsible for the performance of its obligations under the Contract and is not relieved of any obligation by reason of its arrangements with a Finance Provider. Any delay, refusal or withdrawal of finance by a Finance Provider shall not entitle the Buyer to cancel the Contract without liability under clause 14.

7. Delivery

7.1       The Seller shall deliver the Goods to the Delivery Location specified in the Confirmation. Standard delivery is included in the Price for destinations within mainland United Kingdom. Northern Ireland, the Scottish Isles, European Union or any other international destination is subject to additional charges, which will be specified in the Confirmation. The Buyer is responsible for any applicable import duties, taxes or customs charges for deliveries outside the United Kingdom.

7.2       Any delivery dates or lead times quoted by the Seller are estimates only and are given in good faith. Time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery that is caused by an event outside its reasonable control, the Buyer's failure to provide adequate delivery instructions or pay any amount due, or any other cause beyond the Seller's control.

7.3       The Buyer shall ensure that suitable access and conditions exist at the Delivery Location to permit safe delivery of the Goods. The Buyer is responsible for ensuring that the Delivery Location has adequate doorways, access routes, flooring, power supply and clearance appropriate for the size and weight of the Goods. Failed or aborted deliveries caused by the Buyer may incur additional charges payable by the Buyer.

7.4       The Seller may deliver the Goods by instalments. Each instalment shall constitute a separate Contract. Any delay or defect in one instalment shall not entitle the Buyer to cancel any other instalment.

7.5       The Buyer shall inspect the Goods on delivery and notify the Seller in writing of any visible damage, shortage or non-conformity within three (3) Business Days of delivery. Latent defects shall be notified in accordance with clause 11 (Warranty).

8. Installation and Site Requirements

8.1       The Seller will arrange for installation and commissioning of the NovuBed and NovuPod at the Delivery Location as part of the delivery visit. The NovuPanel, NovuFlex and NovuMask are standalone units and do not require on site installation by the Seller. References in this clause 8 to installation requirements, including the electrician, lifting assistance, and access provisions below, apply only to the NovuBed and NovuPod.

8.2       Electrician required. As a condition of installation of the NovuBed and the NovuPod, the Buyer must arrange, at its own cost, for a suitably qualified electrician to be present on site throughout the installation visit to carry out any electrical connection, testing and certification required by applicable regulations.

8.3       Lifting assistance. Owing to the weight and size of the Novubed, the Buyer shall provide at least two (2) able bodied persons on the installation date to assist the Seller's personnel with the safe movement, positioning and lifting of the NovuBed.

8.4       Upstairs access and lift requirement. Where the NovuBed is to be installed on any floor above ground level, the Buyer must ensure that a lift of sufficient size and load capacity is available to transport the NovuBed to the installation floor. If no suitable lift is available, the Seller will not be obliged to move the NovuBed above ground level. In that case, the Buyer may, at its sole cost and risk, arrange for the NovuBed to be moved to the installation floor, and the Buyer shall accept full responsibility for the NovuBed and for any damage to the NovuBed, the building, or any person arising from such movement. This may affect the validity of the manufacturer's warranty in respect of any damage caused by such movement.

8.5       Room suitability. The Buyer is responsible for providing accurate room dimensions in advance of delivery and for confirming that the proposed installation room is suitable for the Goods. If, on arrival at the Delivery Location, the Goods cannot be installed in the proposed room because the room is too small, the access is inadequate, or the room is otherwise unsuitable, the Buyer remains liable for the Price in full and shall also be liable for any reasonable additional costs incurred by the Seller in consequence (including costs of redelivery, storage or a further installation visit).

8.6       Incomplete installation. If, on the scheduled installation date, the Buyer has not provided the electrician required under clause 8.2, the lifting assistance required under clause 8.3, suitable lift access (where applicable) under clause 8.4, or any other facility or access reasonably required by the Seller to complete the installation, then:

8.6.1    (a) the Seller may, at its option, leave the Goods at the Delivery Location with installation partially completed or postpone installation to a later date;

8.6.2    (b) any training delivered on that visit will necessarily be limited in scope and the Buyer shall not be entitled to a reduction in the Price or any refund by reason of such limitation;

8.6.3    (c) the Buyer accepts full responsibility for any issues, malfunction, damage or injury arising from the Goods being handled, energised or used while installation is incomplete; and

8.6.4    (d) the Seller may charge the Buyer, at its prevailing rates, for any subsequent site visit(s) required to complete the installation, the Seller's travel time, accommodation, and any associated expenses.

8.7       The Buyer shall, in advance of the installation date, provide the Seller with reasonable information about the Delivery Location including access routes, lift availability and specification, proposed room dimensions, and electrical supply details to enable the Seller to plan the installation safely and efficiently.

9. Training

9.1       The Seller shall provide reasonable operator training in the safe and effective use of the Goods. The format, duration and location of such training shall be agreed between the parties in writing and may take place in-person or via remote videoconference at the Seller's discretion.

9.2       The Buyer shall ensure that all personnel using the Goods are appropriately qualified, have received the Seller's training, and operate the Goods in accordance with the training and the manufacturer's instructions.

9.3       The Seller is not responsible for clinical outcomes, treatment protocols, or professional decisions made by the Buyer or its personnel. Training is provided on the functional operation of the Goods only.

9.4       Where training delivered on the installation visit is limited or curtailed as a result of the Buyer's failure to meet the installation requirements in clause 8, any additional training required shall be arranged at a mutually convenient later date and may be chargeable at the Seller's prevailing rates.

10. Risk and Title

10.1     Risk in the Goods shall pass to the Buyer on completion of delivery to the Delivery Location.

10.2     Title in the Goods shall not pass to the Buyer until the Seller has received payment in full (in cleared funds) of all sums due to it from the Buyer in respect of the Goods and any other goods or services supplied by the Seller under the same or any other contract.

10.3     Until title in the Goods passes to the Buyer, the Buyer shall: (a) hold the Goods as the Seller's fiduciary bailee; (b) store the Goods separately and in good condition; (c) not remove, deface or obscure any identifying mark on the Goods; and (d) maintain adequate insurance covering the Goods against all usual risks for their full replacement value.

10.4     The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or (where the Buyer's right to possession has ended) to recover them.

11. Warranty

11.1     Subject to the remainder of this clause 11, the Seller warrants that, on delivery and for the Warranty Period, the Goods shall: (a) conform in all material respects with their specification; (b) be free from material defects in design, material and workmanship; and (c) be of satisfactory quality within the meaning of the Sale of Goods Act 1979.

11.2     The standard Warranty Period is 24 months from delivery for the NovuBed, NovuPod, NovuPanel, and 12 months from delivery for NovuFlex and NovuMask units purchased under this Contract. The Buyer may, at the time of purchase or otherwise in writing, purchase an extended warranty covering the Goods for an additional period on such terms as are specified by the Seller.

11.3     Subject to clause 11.4, if during the Warranty Period the Buyer gives the Seller written notice of the Goods failing to comply with the warranty in clause 11.1, and the Seller is given a reasonable opportunity of examining the Goods, the Seller shall, at its option, repair or replace the defective Goods, or refund the portion of the Price attributable to the defective Goods in full.

11.4     The Seller shall not be liable for the Goods' failure to comply with the warranty in clause 11.1 if: (a) the Buyer makes any further use of the Goods after giving notice of the defect; (b) the defect arises because the Buyer failed to follow the Seller's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; (c) the defect arises as a result of fair wear and tear, wilful damage, negligence, abnormal working conditions or incorrect cleaning or handling; (d) the Buyer alters, repairs or modifies the Goods without the written consent of the Seller; (e) the defect arises as a result of the Goods being used in conjunction with equipment, parts or consumables not supplied or approved by the Seller; (f) the defect arises as a result of the Goods being handled, moved or used other than in accordance with clause 8; or (g) the Goods differ from their specification as a result of changes required to ensure they comply with applicable statutory or regulatory standards.

11.5     These Terms shall apply to any repaired or replacement Goods supplied by the Seller.

11.6     Except as expressly set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

12. Buyer Obligations

12.1     The Buyer shall: (a) cooperate with the Seller in all matters relating to the Goods; (b) provide the Seller, its employees, agents, consultants and subcontractors with access to the Buyer's premises and data as reasonably required by the Seller to perform its obligations; (c) provide the Seller with such information and materials as the Seller may reasonably require to supply the Goods and ensure that such information is accurate in all material respects; and (d) comply with all applicable laws and regulations in the use and operation of the Goods, including health and safety and product-specific regulatory requirements.

12.2     The Buyer shall not make any representation or warranty about the Goods, or about their clinical or aesthetic efficacy, to any third party which is inconsistent with the documentation provided by the Seller.

13. Limitation of Liability

13.1     Nothing in these Terms limits or excludes the Seller's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title); or (d) any other liability which cannot lawfully be limited or excluded.

13.2     Subject to clause 13.1: (a) the Seller shall not be liable to the Buyer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, for any loss of profit, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill, loss of use or corruption of software, data or information, or any indirect or consequential loss; and (b) the Seller's total liability to the Buyer arising under or in connection with the Contract, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to 100% of the Price paid by the Buyer in respect of the Goods giving rise to the claim.

13.3     This clause 13 shall survive termination of the Contract.

14. Cancellation by the Buyer

14.1     The Buyer may only cancel the Contract with the written consent of the Seller.

14.2     If the Buyer cancels the Contract, or purports to do so, or the Seller accepts a cancellation at the Buyer's request, then the Initial Payment shall be forfeited in full and is non-refundable. In addition, the Buyer shall be liable to the Seller for all reasonable costs already incurred by the Seller in connection with the order, including (without limitation) costs of shipping or freight booked, stock allocated or procured specifically for the Buyer, bespoke configuration or customisation, subcontractor charges, and any other non-recoverable expenditure.

14.3     The Seller shall provide the Buyer, on request, with reasonable evidence of the costs recoverable under clause 14.2. Any amounts payable under clause 14.2 which exceed the Initial Payment already received shall be invoiced to the Buyer and payable within 14 days of the date of invoice.

14.4     Cancellation by the Buyer shall not affect any rights or remedies of the Seller that accrued prior to the date of cancellation, nor any provisions of these Terms which are expressly or by implication intended to survive termination.

15. Cancellation by the Seller

15.1     The Seller may terminate the Contract with immediate effect by written notice to the Buyer if: (a) the Buyer fails to pay any amount due under the Contract on the due date and remains in default not less than 7 days after being notified in writing to make such payment; (b) the Buyer commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so; or (c) the Buyer becomes insolvent, enters into administration, liquidation or any arrangement with its creditors, or suffers any analogous event.

15.2     If the Seller is unable to supply the Goods for any reason (for example, because the product has been discontinued or materials are no longer available), the Seller will notify the Buyer and (at its option) either (a) offer a reasonable substitute or (b) refund any sums paid, including the Initial Payment, in full. The Seller shall have no further liability to the Buyer in such circumstances.

16. Force Majeure

16.1     Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control (including but not limited to acts of God, war, terrorism, epidemic or pandemic, failure of utilities, supply chain interruption, export/import restrictions, or industrial action). In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance was prevented.

17. Data Protection

17.1     Each party shall comply with its obligations under applicable data protection legislation (including the UK GDPR and the Data Protection Act 2018). The Seller's privacy notice, available on request, explains how personal data relating to the Buyer's employees and representatives is processed in connection with the Contract.

18. Confidentiality

18.1     Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as expressly permitted by this clause or required by law or any governmental or regulatory authority.

18.2     Each party may disclose the other party's confidential information to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract, provided that such persons are subject to equivalent confidentiality obligations.

19. Intellectual Property

19.1     All intellectual property rights in the Goods, in the Seller's branding (including the BioNovu, NovuPanel, NovuBed, NovuPod, NovuFlex and NovuMask marks), and in any training materials, manuals, software or documentation supplied with the Goods, are and shall remain the property of the Seller or its licensors.

19.2     The Buyer is granted a non-exclusive, non-transferable licence to use such materials solely for the purpose of operating the Goods in its business in accordance with these Terms. Nothing in the Contract shall be construed as granting the Buyer any right to use the Seller's trade marks or branding for marketing, promotional or any other purpose without the Seller's prior written consent.

20. Notices

20.1     Any notice given under the Contract shall be in writing and shall be delivered by hand, by pre-paid first-class post or other next-working-day delivery service, or by email. Notices to the Seller shall be sent to BioNovu Ltd, 109-111 Senhouse Street, Maryport, Cumbria, CA15 7EZ, or by email to info@bionovu.co.uk. Notices to the Buyer shall be sent to the address and/or email specified in the Confirmation. Either party may update its notice address by giving written notice to the other.

20.2     A notice is deemed received: (a) if delivered by hand, on the date of delivery; (b) if sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting; (c) if sent by email, at the time of transmission, provided no bounce-back or delivery-failure message is received.

21. General

21.1     Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes all previous agreements, promises, representations and understandings between them relating to its subject matter. Each party acknowledges that it has not relied on any statement or representation not expressly set out in the Contract.

21.2     Variation. No variation of the Contract shall be effective unless it is in writing and signed by (or on behalf of) each of the parties.

21.3     Assignment. The Buyer shall not, without the prior written consent of the Seller, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Seller may assign or transfer its rights under the Contract at any time.

21.4     Waiver. A failure or delay by a party to exercise any right or remedy under the Contract shall not constitute a waiver of that or any other right or remedy.

21.5     Severance. If any provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. The remaining provisions of the Contract shall continue in full force and effect.

21.6     Third party rights. A person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

20 Governing law and Jurisdiction

22.1     The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wale, Scotland, NI and EU.

22.2     Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.