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1. DEFINITIONS
In this document the following words shall have the following meanings:
1.1 “Buyer” means the organisation or person who buys Goods from the Seller;
1.2 “Goods” means the articles to be supplied to the Buyer from the Seller;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “List Price” means the list of prices of the Goods maintained by the Seller as amended from time to time;
1.5 “Seller” means Flexicare Medical Limited, Cynon Valley Business Park, Mountain Ash, CF45 4ER.
2. GENERAL
2.1 These Terms and Conditions shall apply to all contracts for the sale of the Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
3. PRICE AND PAYMENT
3.1 The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The price is exclusive of VAT and/or any other applicable costs including carriage. The Buyer shall pay for all additional costs including and not limited to certificates of origin, notarisation, legalisation costs and carriage.
3.2 Payment of the price and VAT and any other applicable costs shall be due within 30 days of the date of the invoice supplied by the Seller unless otherwise agreed in writing by both parties.
3.3 The Seller shall be entitled to charge daily interest on overdue invoices from the date when payment becomes due until the date of payment. The interest rate shall be 8 percent per annum above the base rate of Bank of England.
3.4 If payment of the invoice or any part thereof is not made by the due date, the Seller shall be entitled to:
3.4.1 Require payment in advance of delivery in relation to any Goods not previously delivered;
3.4.2 Refuse to make delivery of any undelivered Goods whether ordered under the contract or not, and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
3.4.3 Terminate the contract.
4. DESCRIPTION
Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not, in any way, rely on any description when entering the contract.
5. SAMPLE
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge the quality of the bulk and not so as to constitute a sale by sample.
5.1 Samples may be provided from any of the international Sellers stock holding locations. This does not constitute the origin of the product. Clarification should be sought at time of order by the Buyer.
6. DELIVERY
6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take the delivery of the Goods whenever they are tendered for delivery.
6.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract. The estimated delivery date is effective on the date of receipt of official purchase order only. If additional products are added to the original purchase order and required for a single delivery, the original delivery date will not be applicable and a new delivery date will be given based on the most recent purchase order amendment.
6.3 If the Seller is unable to deliver the Goods as a result of Buyer’s change or delay in carriage or other arrangements, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be affected and the Buyer shall be liable for any expense associated with such storage at the rate of 1.5% per week of the value of the Goods.
The Seller confirms at point of despatch that all Goods comply with the quality and standards of manufacture.
7. RISK
Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the Seller’s premises. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to the Buyer or set aside for the Buyer’s collection, whichever happens first.
8. TITLE
Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
9. WARRANTY
9.1 Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall repair, or in its sole discretion, replace the defective Goods free of charge within 1 Month from the date of delivery, subject to the following conditions:
9.1.1 The Buyer notifying the Seller in writing immediately upon the defect becoming apparent within a reasonable timeframe.
9.1.2 The defect being due to faulty design, materials or workmanship of the seller.
9.2 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller.
9.3 Where the Goods have been manufactured and supplied to the Seller by the third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer.
9.4 The Seller shall be entitled at its absolute discretion to refund the price of the defective Goods in the event that such price has already been paid.
9.5 The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including, but without limitation, Clauses 10 and 11 below.
10. ILLUSTRATIONS AND RECOMMENDATIONS
Photographs, illustrations, specifications and publicity matter are intended to give a general idea of the goods portrayed. They do not constitute a description of the Goods nor shall they be taken to be representations made by the Seller. Recommendations as to maintenance of fabrics and materials are given in good faith by the Seller and shall not be liable for any damages resulting from their observance.
11. COMPLAINT
No claim for non-delivery of part of a consignment or for damage in transit or shortage of delivery can be entertained unless a separate notice in writing is given to the carrier concerned and to the Seller within 7 days of receipt of the goods. In the case of delivery of a non-agreed part consignment, notice in writing must be given to the carrier concerned and to the Seller within 10 days of the date of despatch for UK customers and 10 days upon date of receipt for all export customers. The goods in respect of which such a claim as above is made, shall be preserved intact as delivered for a period of 14 days from notification of the claim, within which time the Seller and the carrier shall have the right to attend the Purchaser’s premises to investigate the complaint. Any breach of this condition shall disentitle the Purchaser to any allowance in respect of the claim. All customers are responsible for checking the Goods on delivery and “Delivered Unchecked or Unexamined” will not be considered a reason for credit at a later date.
12. CANCELLATION AND RETURNS
12.1 The Seller cannot accept cancellation of orders made specifically to the customers’ requirement once a purchase order has been acknowledged.
12.2 Any other goods which have been supplied in accordance with the Purchaser’s order but which are subsequently returned may be credited at the Seller’s absolute discretion, subject to any handling or other charges which the Seller may see fit to impose. Any returns to the Seller will incur a handling charge of 15% and all carriage and associated costs will be borne by the Buyer.
12.3 The seller will not accept returns without original documentation and exceeding a period of 1 month from date of receipt of the Goods.
12.4 Credit Note will be subject to approved inspection of the Goods in conjunction to the above conditions.
13. SUBSTITUTION
13.1 Should any materials or parts specified or required for completion of the Contract hereunder be unavailable for the timely satisfaction of the order, a substitute, reasonably deemed by the Seller to be suitable for the intended purpose, as understood by the Seller will be supplied if available and shall be acceptable by the Buyer in full satisfaction of performance of the Seller’s obligation in that particular.
13.2 In the event that the Seller is unable to obtain a substitute which the Seller deems suitable for the unavailable material or parts, the Sellers obligation shall, upon notification posted to the Buyer, be suspended until such time as the materials previously unavailable or substitute as provided for above, become available and any necessary adjustment to the price shall be made by the Seller.
14. LIABILITY
14.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:
14.1.1 The correspondence of the Goods with any description;
14.1.2 The quality of the Goods; or
14.1.3 The fitness of the Goods for any purpose whatsoever.
14.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:
14.2.1 The correspondence of the Goods with any description;
14.2.2 The quality of the Goods; or
14.2.3 The fitness of the Goods for any purpose whatsoever.
14.3 All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.
15. LIMITATION OF LIABILITY
Where any court or arbitrator determines that any part of the Clause 14 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price.
15.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.
16. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
17. FORCE MAJEURE
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the seller considers unreasonable, it may, without liability on its part, terminate the contract.
18. RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
19. ASSIGNMENT AND SUB-CONTRACTING
The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.
20. WAIVER
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
21. SEVERABILITY
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
22. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of Great Britain and the parties hereby submit to the exclusive jurisdiction of the English courts.
In this document the following words shall have the following meanings:
1.1 “Buyer” means the organisation or person who buys Goods from the Seller;
1.2 “Goods” means the articles to be supplied to the Buyer from the Seller;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “List Price” means the list of prices of the Goods maintained by the Seller as amended from time to time;
1.5 “Seller” means Flexicare Medical Limited, Cynon Valley Business Park, Mountain Ash, CF45 4ER.
2. GENERAL
2.1 These Terms and Conditions shall apply to all contracts for the sale of the Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
3. PRICE AND PAYMENT
3.1 The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The price is exclusive of VAT and/or any other applicable costs including carriage. The Buyer shall pay for all additional costs including and not limited to certificates of origin, notarisation, legalisation costs and carriage.
3.2 Payment of the price and VAT and any other applicable costs shall be due within 30 days of the date of the invoice supplied by the Seller unless otherwise agreed in writing by both parties.
3.3 The Seller shall be entitled to charge daily interest on overdue invoices from the date when payment becomes due until the date of payment. The interest rate shall be 8 percent per annum above the base rate of Bank of England.
3.4 If payment of the invoice or any part thereof is not made by the due date, the Seller shall be entitled to:
3.4.1 Require payment in advance of delivery in relation to any Goods not previously delivered;
3.4.2 Refuse to make delivery of any undelivered Goods whether ordered under the contract or not, and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
3.4.3 Terminate the contract.
4. DESCRIPTION
Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not, in any way, rely on any description when entering the contract.
5. SAMPLE
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge the quality of the bulk and not so as to constitute a sale by sample.
5.1 Samples may be provided from any of the international Sellers stock holding locations. This does not constitute the origin of the product. Clarification should be sought at time of order by the Buyer.
6. DELIVERY
6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take the delivery of the Goods whenever they are tendered for delivery.
6.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract. The estimated delivery date is effective on the date of receipt of official purchase order only. If additional products are added to the original purchase order and required for a single delivery, the original delivery date will not be applicable and a new delivery date will be given based on the most recent purchase order amendment.
6.3 If the Seller is unable to deliver the Goods as a result of Buyer’s change or delay in carriage or other arrangements, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be affected and the Buyer shall be liable for any expense associated with such storage at the rate of 1.5% per week of the value of the Goods.
The Seller confirms at point of despatch that all Goods comply with the quality and standards of manufacture.
7. RISK
Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the Seller’s premises. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to the Buyer or set aside for the Buyer’s collection, whichever happens first.
8. TITLE
Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
9. WARRANTY
9.1 Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall repair, or in its sole discretion, replace the defective Goods free of charge within 1 Month from the date of delivery, subject to the following conditions:
9.1.1 The Buyer notifying the Seller in writing immediately upon the defect becoming apparent within a reasonable timeframe.
9.1.2 The defect being due to faulty design, materials or workmanship of the seller.
9.2 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller.
9.3 Where the Goods have been manufactured and supplied to the Seller by the third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer.
9.4 The Seller shall be entitled at its absolute discretion to refund the price of the defective Goods in the event that such price has already been paid.
9.5 The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including, but without limitation, Clauses 10 and 11 below.
10. ILLUSTRATIONS AND RECOMMENDATIONS
Photographs, illustrations, specifications and publicity matter are intended to give a general idea of the goods portrayed. They do not constitute a description of the Goods nor shall they be taken to be representations made by the Seller. Recommendations as to maintenance of fabrics and materials are given in good faith by the Seller and shall not be liable for any damages resulting from their observance.
11. COMPLAINT
No claim for non-delivery of part of a consignment or for damage in transit or shortage of delivery can be entertained unless a separate notice in writing is given to the carrier concerned and to the Seller within 7 days of receipt of the goods. In the case of delivery of a non-agreed part consignment, notice in writing must be given to the carrier concerned and to the Seller within 10 days of the date of despatch for UK customers and 10 days upon date of receipt for all export customers. The goods in respect of which such a claim as above is made, shall be preserved intact as delivered for a period of 14 days from notification of the claim, within which time the Seller and the carrier shall have the right to attend the Purchaser’s premises to investigate the complaint. Any breach of this condition shall disentitle the Purchaser to any allowance in respect of the claim. All customers are responsible for checking the Goods on delivery and “Delivered Unchecked or Unexamined” will not be considered a reason for credit at a later date.
12. CANCELLATION AND RETURNS
12.1 The Seller cannot accept cancellation of orders made specifically to the customers’ requirement once a purchase order has been acknowledged.
12.2 Any other goods which have been supplied in accordance with the Purchaser’s order but which are subsequently returned may be credited at the Seller’s absolute discretion, subject to any handling or other charges which the Seller may see fit to impose. Any returns to the Seller will incur a handling charge of 15% and all carriage and associated costs will be borne by the Buyer.
12.3 The seller will not accept returns without original documentation and exceeding a period of 1 month from date of receipt of the Goods.
12.4 Credit Note will be subject to approved inspection of the Goods in conjunction to the above conditions.
13. SUBSTITUTION
13.1 Should any materials or parts specified or required for completion of the Contract hereunder be unavailable for the timely satisfaction of the order, a substitute, reasonably deemed by the Seller to be suitable for the intended purpose, as understood by the Seller will be supplied if available and shall be acceptable by the Buyer in full satisfaction of performance of the Seller’s obligation in that particular.
13.2 In the event that the Seller is unable to obtain a substitute which the Seller deems suitable for the unavailable material or parts, the Sellers obligation shall, upon notification posted to the Buyer, be suspended until such time as the materials previously unavailable or substitute as provided for above, become available and any necessary adjustment to the price shall be made by the Seller.
14. LIABILITY
14.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:
14.1.1 The correspondence of the Goods with any description;
14.1.2 The quality of the Goods; or
14.1.3 The fitness of the Goods for any purpose whatsoever.
14.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:
14.2.1 The correspondence of the Goods with any description;
14.2.2 The quality of the Goods; or
14.2.3 The fitness of the Goods for any purpose whatsoever.
14.3 All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.
15. LIMITATION OF LIABILITY
Where any court or arbitrator determines that any part of the Clause 14 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price.
15.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.
16. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
17. FORCE MAJEURE
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the seller considers unreasonable, it may, without liability on its part, terminate the contract.
18. RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
19. ASSIGNMENT AND SUB-CONTRACTING
The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.
20. WAIVER
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
21. SEVERABILITY
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
22. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of Great Britain and the parties hereby submit to the exclusive jurisdiction of the English courts.
Terms & Conditions