HEALTH TEC MEDICAL LIMITED - TERMS & CONDITIONS OF SALE
1.1. ‘Company’ means Health Tec Medical Limited whose principal place of business is Unit 11 Hathersage Park, Heather Lane, Hathersage, Hope Valley, S32 1DP. 1.2. ‘Customer’ means the person who buys or agrees to buy the goods from the Company. 1.3. ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Company. 1.4. ‘Delivery Date’ means the date requested by the Customer in the Purchase Order. 1.5. ‘Goods’ means the articles which the Customer agrees to buy from the Company specified in the Purchase Order. 1.6. ‘Purchase Order’ means the written confirmation of an order for Goods sent by the Customer to the Company. 1.7. ‘Price’ means the price for the Goods exclusive of carriage (unless otherwise agreed by the Company) and excluding VAT.
2.1. These Conditions shall apply to all contracts for the sale of Goods by the Company to the Customer to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply under any purchase order confirmation of order or similar document. 2.2. Purchase Orders shall be deemed to be an acceptance by the Customer of an offer by the Company to purchase Goods pursuant to these Conditions. 2.3. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Customer’s acceptance of these Conditions. 2.4. Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing and signed by a director or other authorised representative of the Company.
3.1. The Price shall be the price stated in the catalogue or quoted by the Company and confirmed in a correct Purchase Order. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Company’s s invoice. 3.2. Payment of the Price and VAT shall be due within 30 days of the date of the date of the invoice. Time for payment shall be of the essence and interest on overdue invoices shall accrue from the date of the invoice from day to day until the date of payment at the rate of interest from time to time in force under The Late Payment of Commercial Debts Regulations 2013 and shall accrue at such a rate after as well as before any judgment. 3.3. If the Customer fails to make any payment on the due date then without prejudice to any of the Company’s other rights the Company may suspend or cancel deliveries of any Goods due to the Customer under any contract and/or appropriate any payment made by the Customer to such invoice or part thereof (including for the avoidance of doubt accrued interest) as the Company may in its sole discretion think fit.
The quantity of the Goods shall be as set out in the Purchase Order and the description of the Goods as set out in the Company’s catalogue.
5.1. The Company warrants that the Goods will at the time of delivery correspond to the description given by the Company and will be fit for the purpose specified in the Purchase Order. All other warranties, conditions or terms relating to merchantability or condition of the Goods and whether implied by statute or common law or otherwise (other than those express warranties set out in the current edition of the Company’s catalogue or agreed between the Company and the Customer) are excluded.
6.1. The Company will only arrange delivery of the Goods following receipt of an accurate Purchase Order from the Customer and the Company may require amendment of an incorrect Purchase Order. 6.2. Delivery of the Goods shall be made to the address specified on the Purchase Order. The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. 6.3. The Company shall obtain all necessary import/export licences, clearances and other consents necessary for the supply of the Goods to the delivery address. 6.4. The Company shall not be liable for any loss or damage whatever due to failure by the Company to deliver the Goods (or any of them) on any date specified in the Purchase Order or at all but shall notify the Customer of any lengthy delay anticipated and the Customer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 6 months of the Delivery Date.
7.1. The Customer shall be deemed to have accepted Goods 48 hours after delivery to the Customer. 7.2. After acceptance the Customer shall not be entitled to reject Goods which are not in accordance with the contract. 7.3. If the Customer properly rejects any of the Goods which are not in accordance with the contract the Customer shall nonetheless pay the full Price for such Goods unless the Customer promptly gives notice of rejection to the Company and at the Customer’s cost returns such Goods to the Company before the date when payment of the Price is due. 7.4. Goods returned without the prior written approval of the Company may at the Company’s absolute discretion be returned to the Customer or stored at the Customer’s cost without prejudice to any rights or remedies the Company may have.
8.1. Risk shall pass on delivery of the Goods. 8.2. In spite of delivery having been made property in the Goods shall not pass from the Company until the Customer shall have paid the Price plus VAT in full and no other sums whatever shall be due from the Customer to the Company. 8.3. Notwithstanding that the Goods (or any of them) remain the property of the Company the Customer may use the Goods in the ordinary course of the Customer’s business. 8.4. The Company shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Company. 8.5. Until such time as property in the Goods passes from the Company the Customer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold. If the Customer fails to do so the Company may enter upon any premises owned occupied or controlled by the Customer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Customer under clause 8.3 shall cease. 8.6. The Customer shall insure and keep insured the Goods to the full Price against ‘all risks’ to the reasonable satisfaction of the Company until the date that property in the Goods passes from the Company and shall whenever requested by the Company produce a copy of the policy of insurance.
9.1. Where the Customer rejects any Goods then the Customer shall have no further rights whatever in respect of the supply to the Customer of such Goods or the failure by the Company to supply Goods which conform to the contract of sale. 9.2. Where the Customer accepts or has been deemed to have accepted any Goods then the Company shall have no liability whatever to the Customer in respect of those Goods. 9.3. The Company shall not be liable to the Customer for late delivery or short delivery of the Goods. 9.4. In the event of any breach of this contract by the Company the remedies of the Customer shall be limited to damages and the Company shall be under no liability whatever to the Customer for any indirect loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by the Company of this contract and under no circumstances shall the liability of the Company exceed the Price of the Goods. 9.5. The Customer may not withhold payment of any invoice or other amount due to the Company by reason of any right of set-off or counterclaim which the Customer may have or allege to have or for any reason whatever.
10.1. This contract is subject to the law of England and Wales. 10.2. Any provision of this contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of this contract 10.3. No waiver or forbearance by the Company (whether express or implied) in enforcing any of its rights under this contract shall prejudice its right to do so in the future 10.4. 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. 10.5. The provision of the Contracts (Rights & Third Parties) Act 1999 shall not apply to any contracts for the supply of Goods made between the Company and the Customer