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1.1. In these Conditions of Sale (the Conditions) the Company means Full Support Healthcare Limited, the Products mean any item of whatsoever nature which is to be sold or supplied by the company including services; and the Purchaser means the person, association, firm or body corporate (collectively person) which receives a quotation from the Company for, or buys, or has agreed to buy Products.
1.2. All quotations are made and all orders are accepted subject to the following terms and conditions and no addition thereto or variation therein shall be made unless agreed in writing by the parties.
1.3. These Conditions shall apply to and form part of every contract of sale entered into by the Company (a Contract). All orders are accepted and executed on the understanding that the Purchaser is bound by these Conditions. Where there is any inconsistency between these Conditions and any conditions that the Purchaser seeks to impose, these Conditions shall prevail. These Conditions, together with any special terms and conditions agreed in writing by the parties, and any documents referred to in the Conditions or elsewhere in the Contract, shall constitute the entire agreement between the Company and the Purchaser and supersede any previous agreement or arrangement between them relating to the subject matter thereof. This Contract may not be amended or varied except in writing duly executed by the parties.
1.4. A Contract shall be formed when acceptance of the Purchaser's order is confirmed in writing by the Company or by (and to the extent of) the Company's commencement of product build or supply.1.5. No person other than a party to a Contract shall be entitled to enforce any term of it.
2.1. A quotation by the Company does not constitute an offer and the Company may withdraw or revise any quotation at any time prior to the Company's acceptance of the Purchaser's order. The Company's quotation to supply Products is valid from the date submitted to the Purchaser, unless withdrawn prior to receipt of the Purchaser's acceptance or extended by the Company in writing. To the extent a quotation relies on third party information and the Company later determines a material alteration may be needed in the Products specification or method of manufacture, the Company may amend or withdraw the quotation as it sees fit, regardless of the Purchaser's prior acceptance thereof.
2.2. Orders may be accepted in whole or in part, unless previously agreed in writing to the contrary. Shipment of less than an entire order shall be deemed acceptance of only the portion shipped. Written or oral acknowledgement of an order does not constitute acceptance of the unshipped portion of the order.
2.3. No order accepted by the Company may be cancelled or varied by the Purchaser except with the Company's agreement in writing on terms including (without limitation) indemnification of the Company against any cost, loss or damage suffered or incurred as a result of such cancellation or variation.
3.1. The Company will endeavour to give adequate notice to the Purchaser of price rises. Our standard policy is that the price payable for the Products is the price ruling at the time of the Purchaser placing the order. However, circumstances may dictate that it is not possible to keep the price fixed in which case the Company retains the right to change the price for the Products from the price specified on the order. In this case the Company will notify the Purchaser and give the Purchaser the option of accepting the price change or cancelling the order without penalty.
3.2. The Purchaser shall indemnify and hold harmless the Company in respect of any loss, cost or expense incurred by the Company as a result, directly or indirectly, of the Purchaser's instructions or lack of instructions or through any failure or delay whatsoever in taking delivery or through any other act, neglect or fault on the part of the Purchaser, its servants, agents or employees. The price of the Products shall be due in full to the Company in accordance with the terms of the Contract and the Purchaser shall not be entitled to exercise any set-off, lien or any other similar right or claim.
3.3. All prices are subject to the addition of Value Added Tax and all other applicable taxes and duties at the appropriate rate.
4.1. All descriptive and forwarding specifications, drawings and particulars of weights and dimensions issued by the Company are approximated only and are intended only to present a general idea of the Products to which they refer and shall not form part of the Contract.
4.2. Any data, technical information or performance figures provided by the Company are based on tests performed under standard conditions and cannot be guaranteed under different conditions.
4.3. The Company may make any changes in the specification of Products as required to conform to any applicable safety or other statutory or EC requirements and/or which do not materially affect their quality or performance.
5.1. Any times quoted for dispatch are to be treated as estimates only and the Company shall not be liable for failure to Dispatch within such time. In all cases, whether a time for dispatch is quoted or not, the times for dispatch shall beextended by a reasonable period if delay in dispatch is caused by instructions or lack of instructions from the Purchaser, or by individual dispute, or by any cause whatsoever beyond the Company's reasonable control.
6.1. If by reasons of instructions or lack of instructions from the Purchaser dispatch in accordance with the Contract isdelayed for 14 days after the Purchaser has been notified that the Products are ready for dispatch, the Purchaser shall take delivery or arrange for storage and for purposes of Clause 13 (Payments) and Clause 12 (Risk and Retention ofTitle) the Products shall thereupon be deemed to have been delivered, provided that if the Purchaser shall fail to take or arrange for such delivery, without prejudice to any other right or remedy available to the Company, the Company may (a)store the Products until actual delivery and charge the Purchaser for the reasonable costs (including handling and insurance) of storage; or (b) sell the Products at the best price readily obtainable and (after deducting all reasonablestorage and selling expenses) account to the Purchaser for the excess over the price under the Contract or charge the Purchaser for any shortfall below the price under the Contract; or (c) terminate by written notice the Contract withimmediate effect.
7.1. Unless otherwise specified in the Company's tender, the price quoted are ex works. Please contact the Company for current rates.
7.2. Subject to the delivery area, the Company can arrange a Same Day or Next Day delivery service at additional cost. Please contact the Company for current rates.
7.3. Deliveries are to the normal agreed delivery address of the account. Deliveries to alternative addresses are by prior agreement in writing only.
7.4. Products can be collected by the Purchaser, or the Purchaser agent or carrier with prior arrangement with the Company. A collection slot will be advised by the Company and the Purchaser has 48 hours in which to collect theProducts from the Company. Any delay in collection may result in a storage charge being levied at 5% of the order value in any 24 hour period after the 48 hours has expired.
8.1. All claims related to loss, shortage, damage or breakage to Products received shall be registered in writing within 48hours of delivery. Claims outside this period will not normally be considered by the Company. Full notification from the Purchaser shall be received in writing by the Company in the above period, notifying the Company (and carrier whendelivery is arranged by the Purchaser) of the Delivery Note number, date of delivery, catalogue numbers and details of damaged and/or missing Products. In order to speed this process a fax number (+44 (0) 1933 674 215) and an e-mail address (info@fullsupporthealthcare.com) are available.
8.2. Subject to the above, when the price quoted includes delivery, the Company shall repair or replace free of charge orgive credit for Products damaged in transit or not delivered in accordance with the Delivery Note, as verified by the Company, in satisfaction of any liability of the Company in such circumstances. Where the price does not include deliveryand/or the Purchaser makes delivery arrangements, the Products are sent at the Purchaser's risk.
9.1. Products returned without the written permission of the Company cannot be accepted and will be redirected to the Purchaser, at the Purchaser's cost, on the next available delivery.
9.2. The Company will not accept the return of Products for credit for whatever reason without prior written consent by the Company.
9.3. Upon acceptance of a Product return for credit a charge will be levied by the Company at a rate of £15.00 per order plus 10% of the total value of the Product, including VAT.
10.1. Unless otherwise agreed, Products rejected by the Purchaser as not complying with the Contract must be so rejectedwithin 48 hours of receipt by the Purchaser by immediate notice in writing to the Company.
11.1. The Company shall be under no liability for any loss or injury suffered by the Purchaser where the Company is prevented from carrying out any provisions of the Contract as a result of any cause beyond its reasonable controlincluding (but not limited to) Acts of God, legislation, war, fire, drought, adverse weather conditions, failure of plant or power supply or collapse of structure, lock-out, strike or other action taken by employees in contemplation of furtheranceof a trade dispute or owing to any inability to procure materials required for the performance of the Contract. The Contract shall be suspended during such delay but upon cessation of the cause of delay, the Contract shall againbecome fully operative provided that if such delay shall exceed a period of 12 months, either party may give written notice of termination of this Contract and thereupon the Contract shall terminate.
12.1. The Products shall be at the Purchaser's risk of loss or deterioration or of damage to the Products or any partthereof, subsequent to delivery.
12.2. Notwithstanding that the Purchaser, its servants, agents and employees may obtain possession of the Products, theproperty in the Products shall remain with the Company until all sums payable at any time by the Purchaser to the Company whether under this Contract or under any other contract (including interest) have been discharged in full andunconditionally. The Purchaser shall as a mere bailee and on a fiduciary basis for the Company, store the Products while in his possession in such a way that they can be readily identified as the sole and absolute property of the Company.
12.3. Pending payment of the full purchase price of the Products the Purchaser shall at all times keep the Products comprehensively insured against loss or damage by accident, fire and theft, in an amount at least equal to the balance ofthe price for the same from time to time remaining outstanding.
12.4. If before such payment in full, the Products shall be sold or otherwise disposed of to a third party, the Company shallbe entitled to all monies and rights which, but for these provisions, would otherwise be due to the Purchaser arising from such sale or disposition and the Purchaser shall (if required by the Company) assign to the Company, or as theCompany may direct at the Purchaser's cost, any claim against such third party.
12.5. The Company reserves the right to deal with its property in any manner it thinks fit and shall be at liberty at any timeto retake possession of the same or any part thereof and for that purpose the Purchaser irrevocably authorises the Company, its officers, servants and agents to enter without notice into or upon any premises of the Purchaser or uponany premises of which the Purchaser has possession or control. The Purchaser irrevocably instructs all and any of its officers, servants or agents to deliver up any such property in their possession.12.6. If any of the Products shall be incorporated into other Products which are the property of the Purchaser before the price is paid in full the property in the whole of such Products shall be and shall remain with the Company until the pricehas been paid in full and all the Company's rights hereunder in the Products shall extend to those other Products.
13.1. Subject to Clause
13.2. below, payment shall be received by the Company no later than 30 days from the date of the invoice, unless alternative payment terms have been agreed in writing as part of the Contract.13.2. The granting of credit facilities is at the Company's sole discretion and the Contract shall be subject to the Company being satisfied as to the Purchaser's credit references, and without prejudice to the generality of the foregoing, theCompany may (in its absolute discretion), having informed the Purchaser that the Products are ready for dispatch, refrain from delivering the Products until such time as the Purchaser tenders the purchase money to the company together withany outstanding amounts which may be due to the Company on any account whatsoever.
13.3. The time of payment of the invoiced amount shall be of the essence of the Contract.13.4. Without prejudice to any other rights the Company reserves the right to suspend and/or cancel further deliveries of Products under any Contract with the Purchaser without notice if the Purchaser fails to settle his account on the due dateand further to charge the Purchaser interest (both before and after any judgement) on the amount unpaid at the rate of 10% per annum above the Bank of England base rate from time to time until payment in full is made (a part of a monthbeing treated as a full month for the purpose of calculating interest).
14.1. Subject to the limitations on its liability set out in this Clause 14 and elsewhere in these Conditions, the Company warrants that the Products will correspond with the Company's specification and be free of defects in materials orworkmanship at the time of delivery, save as aforesaid, all conditions, warranties and representations express or implied whether by statute, common law or otherwise in relation to the Products (apart from terms implied as to titleunder the Sale of Products Act 1979) are hereby excluded.
14.2. The Company will make good, by repair or by the supply of a replacement at the Company's option, defects which,under proper use and storage, appear in the Products within a period of 6 calendar months (or such period as may be advised on specific Products from time to time) after the Products have been delivered and arise solely on failure toconform to the warranty above; provided always that non conforming parts have been returned to the Company if the Company shall have so required. The Company shall refund the cost of carriage on such returned parts and the repairedor new parts will be delivered by the Company free of charge.
14.3. Nothing in these Conditions shall exclude or limit the Company's liability for fraud or for death or personal injurycaused by its negligence or any other liability to the extent that the same may not be excluded or limited as a matter of law (but except as so provided the Company does not accept, and hereby excludes, any liability for negligence).
14.4. The warranty given in this Clause 14 is subject to the following provisos, namely:
14.4.1. that the Purchaser shall have followed all instructions issued by the Company in relation to and not neglected, misused or improperly altered or repaired or mis-stored the Products;
14.4.2. that (i) in the case of defects which would have been reasonably apparent to the Purchaser on reasonable examination of the Products on delivery, the Purchaser shall have notified the Company of the defects in writing within 48 hours of delivery; or (ii) in the case of any other defects, the Purchaser shall have notified the Company of the defects in writing within 14 working days of the date when the defect became apparent (provided such notice shall have been given during the warranty period set forth in Clause 14.1 above);
14.4.3. that the defect has not arisen from or is attributable to any drawing, design or specification supplied by the Purchaser;
14.4.4. that the warranty in this Clause 14 does not cover fair wear and tear;
14.4.5. that where in discharge of its obligations under the warranty given in this Clause 14 the Company agreesthat the Purchaser may undertake any repair or remedial work on its behalf, the cost of such work shall have been agreed in writing between the Purchaser and the Company before the commencement of any such repair orremedial work.
14.5. The Company shall not be liable for any costs, claims, damages or expenses arising out any tortuous act or omissionor any breach of contract or statutory duty calculated by reference to profits, income, production or accruals or loss of such profits, income, production or accruals or by reference to accrual of such costs, claims, damages or expenses on atime basis.
14.6. Without prejudice to Clause 14.3, and notwithstanding the unenforceability or invalidity of any other provision inthese Conditions, the Company's maximum aggregate liability arising out of or in connection with Products and/or a Contract or any collateral contract, whether arising in contract, tort (including negligence) or otherwise, shall in nocircumstances exceed the contract price of the Products in respect of any single event or series of connected events.
15.1. In the event of any claims being made or action brought against the Purchaser in respect of infringements of patents, copyrights or other rights of third parties by the use, manufacture or sale of any article supplied by the Companyimmediate written notification must be given to the Company, who shall be at liberty with the assistance of the Purchaser if required, at the Company's expense to conduct all negotiations for settlement of the same or any litigation that mayarise therefrom. Subject to such notification and control of any proceedings, the Company will indemnify the Purchaser in respect of such claims, provided always that:
15.1.1. the Products in question have not been used for any purpose other than those for which they were sold;
and
15.1.2. the Purchaser has made no admission, payment or compromise in respect of the alleged infringement without the prior written consent of the Company;
15.1.3. the Purchaser has done nothing which would or might vitiate any insurance policy or cover which the Purchaser might have in relation to such infringement and has used its best endeavours to recover any sums due thereunder (and this indemnity does not apply to the extent that the Purchaser recovers any sums under any such policy or cover);
15.1.4. the Company is entitled to the benefit of, and the Purchaser has accordingly accounted to the Company for, any damages and costs payable to the Purchaser by another party in respect of any such claim; and
15.1.5. without prejudice to any duty of the Purchaser at common law, the Company is entitled to require the Purchaser to take such steps as the Company may reasonably require to mitigate or reduce any such loss,damages, costs or expenses for which the Company is liable to indemnify the Purchaser under this Clause 15.
15.2. The Purchaser shall indemnify and hold harmless the Company at all times from and against any and all actions,claims, losses (including, without limitation, economic loss, loss of profit, revenue or goodwill) damages, costs (including legal costs) and expenses incurred by, or awarded against, the Company in connection with, or paid or agreed to be paidby the Company in settlement of, any claim for alleged infringement of any rights of any third party as a result of the carrying out by the Company, its servant, sub-contractor or agent of any work required to be done to Products inaccordance with the requirements or specifications of the Purchaser.
16.1. All drawings descriptions and other information supplied by the Company together with the copyright therein shall remain the property of the Company.
17.1. This Clause 17 applies if:
17.1.1. the Purchaser becomes insolvent or makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
17.1.2. an encumbrancer takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets of the Purchaser; or
17.1.3. the Purchaser ceases, or threatens to cease, to carry on business; or
17.1.4. the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Purchaser and notifies Purchaser accordingly.
17.2. If this Clause 17 applies, then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to thePurchaser, and if the Products have been delivered but not paid for, the price shall become immediately due and payable not withstanding any previous agreement or arrangement to the contrary.
18.1. If the cost to the Company of performing its obligations under the Contract shall be increased or reduced by reasonof making or amendment after the date of tender of any law or any orders, regulation, or bye-law having the force of law that shall affect the performance of the Company's obligations under the Contract, the amount of such increase or reduction shall be added to or deducted from the contract price as the case may be.
19.1. Failure by the Company to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
19.2. If any provision or part of a provision of these Conditions is or shall be found by any court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of suchprovisions of these Conditions, all of which shall remain in full force and effect.
19.3. The Purchaser may not assign all or any of its rights or obligations under any Contract without the prior written consent of the Company.
19.4. Any notice to be given pursuant to these Conditions shall be deemed to have been duly given to a party if deliveredby hand or sent by special delivery or facsimile to that party's registered office or principal place of business or such other address as may have been notified pursuant to this provision to the party giving the notice. Notices shall bedeemed to have been served on delivery if delivered by hand or 48 hours after Dispatch if sent by special delivery and notices sent by facsimile shall be deemed to have been served when sent. In proving service by hand delivery or by special delivery it shall be necessary to prove that the notice was properly addressed and delivered and in proving service by facsimile an acknowledgement by the Company is required.
19.5. Unless otherwise agreed in writing the Contract shall in all respects be construed and operate as an English contract and in conformity with English law.