1. Definitions
1.1 "The Buyer" means the purchaser of the Goods.
1.2 “The Company" means MEDACX Limited of 6 Fredrick House, 58 Station Road, Hayling Island, Hampshire PO11 0EL and any of its subsidiaries or associated companies.
1.3 "The Conditions" means the business terms & conditions outlined herein.
1.4 "The Goods" means:
1.4.1 various manufacturers brands of monitoring, rapid test, breathalyser, sensors and other products supplied in the normal course of business by the Company.
1.4.2 various manufacturers brands of Consumables i.e. single use/disposable, rapid tests, sensors and other consumables supplied in the normal course of business by the Company.
1.4.3 Services provided such as calibration and training
1.5 "The Order" means an order for the Goods addressed to the Company in accordance with these Conditions.
1.6 "The Price" means the Order Price for the Goods being the relevant list price, the contract price or the agreed price confirmed by the Buyer or where an Order is the subject of call off by the Buyer the price will be the price relating to the Goods at the date of dispatch.
1.7 ‘’Party and Parties’’ means the Buyer and the Company.
2. Entire Agreement
2.1. These conditions shall apply to all contracts for the sale of Goods by the Company to the Buyer to the exclusion of all other terms and conditions, including any terms and conditions which the Buyer may purport to buy under including any purchase order, confirmation of order or similar document.
2.2. All orders for Goods shall be deemed to be an offer by the Buyer to purchase the Goods pursuant to these Conditions.
2.3. Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing signed by an authorised signatory of the Company.
3. Quotations, Price and Payment
3.1. Any quotation made by the Company to the prospective Buyer is only valid for the period specified within the quotation. The Company reserves the right to amend the quotation upon expiry of the quotation validity period.
3.2. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the invoice
3.3. The Company reserves the right to ammend Price(s) at any time; where possible the Company will endeavour to provide at least 30 days notice of any impending change.
3.4. Payment of the Price and VAT shall become due on or before the date specified in the Company's invoice and the Buyer is responsible for making payment within the terms agreed.
3.5. The Company reserves the right to charge a fee for delivery, postage and packaging which will be itemised on the Buyers invoice.
3.6. Overdue payments shall entitle the Company to:
3.6.1. Terminate the contract, or any other Order with the Buyer.
3.6.2. Suspend delivery until it receives payment in full.
4. Account Facilities
4.1. If Buyer does not have a credit facility ("Account Facility") with the Company:
4.1.1. Payment may be made by cheque or BACS
4.1.2. The Company reserves the right to requirea depositor payment in full prior to delivery;
4.1.3. Where payment by cheque is tendered, or via BACS the Company shall not be bound to deliver the Goods until the Company has cleared funds.
4.2. Account Facilities are set up solely at the Company's discretion on receipt of trade and credit references.
4.3. The Company reserves the right to refuse or withdraw Account Facilities without reason at any time.
5. Delivery
5.1. Unless notified otherwise by the Buyer the Goods will be delivered by the Company to the Buyers premises or its nominated address; and risk shall pass to the Buyer on delivery.
5.2. The Buyer may elect to collect the Goods from the Company warehouse or arrange for its own carrier to collect the Goods from the Company warehouse and risk shall pass to the Buyer on such collection from the Company's premises.
5.3. The Company may elect to deliver the Goods comprising the Order by separate installments.
5.4. The Company at its discretion, may grant to the Buyer standing orders and call off facilities.
5.5. The Company shall endeavour to deliver the Goods to the timescale(s) set out in the Order but those dates are not intended to be binding upon the Company, but indicative of the forcasted delivery timescale(s) only.
5.6. The Buyer agrees to inspect the Goods on delivery and to notify the Company in writing within 5 working days of delivery of any shortfall in delivery or incorrect or damaged Goods.
6. Cancellation
6.1. The Buyer may only cancel an order if:
6.1.1. In the opinion of the Company the Buyer has given sufficient written notice of cancellation; and
6.1.2. None of the order contents have been dispatched.
7. Exchange or Return of Goods
7.1. The Company shall at its discretion consider requests for exchange or return of Goods only if:
7.1.1. Goods are found to be defective or damaged and the Buyer has notified the Company within 5 days of receipt of the goods, in which case the Company shall notify the Buyer by issuing a ‘Returns Goods Number’ under which the Buyer may with the approval of the Company return any damaged or defective goods.
7.1.2. Packaging is undamaged and is not written on or marked in any way.
7.1.3. Boxes are complete - no part boxes will be considered.
8. Warranty & Defective Goods
8.1. Unless otherwise specified by the Company in writing, all Goods (except Consumables and Services) supplied by the Company are subject to a warranty for a period of 12 months from date of despatch against defects in workmanship, materials and construction.
8.2. The exception to warranty expressively applies to Consumables which are supplied as fit for purpose and are provided free from defect and are governed by use before dates and have been operated within the parameters recommended by the Company. Any defective Consumables should be reported in accordance with clause 7.
8.3. Subject to Conditions 4.1, 4.1.1, 4.1.2 and 4.1.3 above the Company is under no obligation to accept Goods returned by the Buyer and will do so only on terms to be agreed in writing in each individual case.
8.4. The Warranty is only applicable where the Goods have been operated within parameters recommended by the Company. Waranty does not apply to Consumable Goods see 8.2.
8.5. The Company will accept no liability for any consequential, economic and incidental damage or loss. Except in respect of death or personal injury caused by the Company’s negligence, the Company will accept no liability for any claim made against the Buyer.
8.6. It is the responsibility of the Buyer to ensure that the Goods comply with any legal requirement for whatever application the Goods are used, specific attention is brought to the labelling and disposal of the Goods.
8.7. The Buyer shall bear responsibility for providing to its respective users good and sufficient warnings concerning the manner and character of usage of the Goods so as to avoid any charge of “failure to warn”.
8.8. Nothing in the relationship between the parties shall be construed as a warranty or representation by the Company that the use or sale of the Goods by the Company or the sale or use of the Goods by the Buyer shall be free from infringement of patent or other intellectual property rights owned by a third person.
8.9. It is agreed that the Company shall not be liable to the Buyer under breach of contract, warranty, negligence, strict liability or any other legal theory for any indirect, incidental, special or consequential loss, expense, damages, demands, actions or any other claims whatsoever (including but not limited to, loss of profit, investment, good will, business or business opportunity) or for any punitive damages arising out of, or resulting from, the passage of title in the Goods to the Buyer or the Buyer’s subsequent sale of the Goods to others.
8.10. The Buyer shall indemnify and hold the Company harmless from any and all loss or liability for any and all claims, causes of action, suits, proceedings, losses, damages, demands, fees, expenses, fines, penalties and costs (including, without limitation, reasonable attorney’s fees, costs and disbursements) arising from any injury or alleged injury to any third person or persons for property damage or personal injury based on allegation of ‘’failure to warn’’.
9. Retention of Title
9.1. Property in the Goods shall pass when:
9.1.1. The Buyer has paid the Price and VAT in full; and
9.1.2. No other sums whatever are due to the Company.
9.2.Until property in the Goods passes to the Buyer in accordance with Clause 9.1 the Buyer shall:
9.2.1. Store the Goods (at no cost to the company) separately from all other goods in its possession;
9.2.2. Clearly identify them as the Company's property;
9.2.3. Upon request deliver up such of the Goods as have not ceased to be in existence or resold to the company and if the Buyer fails to do so the Company may enter upon the Buyer's premises and repossess the Goods;
9.2.4. Insure and keep insured Goods to the price against 'all risks' to the reasonable satisfaction of the Company; and Whenever requested to by the Company, to produce a copy of such insurance policy.
9.3. Notwithstanding that property in any of the Goods has not passed from the Company, the Company shall be entitled to recover the Price and VAT.
10. Intellectual Property Rights
10.1. All intellectual property rights in and relating to the GOODS are and shall remain the sole and exclusive property of the manufacture and originator of the goods and Buyer shall not whether by virtue of purchase acquire any such rights in or in relation to the Goods.
11. Limitation of Liability
11.1.All terms conditions and warranties whether implied or made expressly, whether by the Company or its servants or agents, or otherwise other than those express warranties furnished by the Company relating to the quality and/or fitness for purpose of the Goods or any of the Goods are excluded.
11.2.The Buyer shall inspect the Goods on delivery and within 5 working days notify the Company of any alleged defect, damage or failure to comply with description or sample and shall afford the Company the opportunity to inspect any Goods the subject of such notification if the Buyer fails to comply with these provisions then the Goods shall be conclusively presumed to be in accordance with the Order and free from any defect or damage that would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
11.3.If the Goods are not in accordance with the contract for any reason the Buyer's sole remedy shall be limited to the company making good any shortage or replacing such Good's or if the Company elects by refunding a proportionate part of the Price.
11.4.The Company shall be under no liability whatsoever to the Buyer for any indirect loss and/or expense (including loss of profit, loss of use or loss of revenue) suffered by the Buyer arising out of a breach by the Company of these conditions provided that nothing in these conditions shall restrict or exclude liability for death or personal injury caused by the negligence of the Company.
11.5. Given the specialised medical/clinical use of Goods the Company shall be under no liability to the Buyer in respect of the particular suitability of any Goods for any medical use.
12. Notices
12.1. Any Notices pursuant to the Conditions shall be sent to the Company in writing at the address or the Buyer at the address notified to the Company from time to time.
13. Assignment
13.1. The Company may licence or sub-contract all or any part of its rights and obligations under these Conditions without the Buyer's consent.
14. Force Majeure
14.1. If any party hereto shall be delayed or prevented from the performance of any act required herein by reason of strikes, labour troubles, acts of God or any other cause beyond the reasonable control of the obligated party, performance of such act shall be excused and the obligated party shall be given an additional period of time to perform the obligation save that the Buyer shall not be given any additional period to pay for the Goods by reason of any industrial action by the Buyer’s employees.
14.2. Neither party shall be liable for any default due to any act of God, war, strike, Lockout, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party.
15. Legal Construction
15.1. The Validity, construction and performance of these Conditions shall be governed by English Law.
15.2.All disputes arising out of the conditions shall be subject to the exclusive jurisdiction of the courts of England.
40-T&C-R2.0-JUL-11