Conditions of Sale
1. DEFINITIONS
1.1 “Seller” means Artemis Medical Limited whose Registered
Office is Butterly Avenue, Questor Business Park, Dartford, Kent,
DA1 1JG
1.2 “Buyer” means any person firm or company placing
an order with the Seller.
1.3 “Goods” means all items included in the Buyer’s
order.
1.4 “Contract” means the contract between the Seller
and the Buyer for the supply of the Goods to the Buyer subject
to these conditions
1.5 “Conditions” means the terms and conditions of
sale set out in this document and any special terms and conditions
agreed in writing by the Seller
2. FORMATION OF CONTRACT
2.1 The Contract shall be formed by the Seller’s acceptance
(however made or communicated) of the Buyer’s order and shall
be subject to these Conditions.
2.2 These Conditions are the sole terms and conditions of any sale
by the Seller to the Buyer.
3. QUOTATIONS AND SAMPLES
3.1 The prices quantities and delivery times stated by the Seller
are not binding on the Seller although the Seller takes all reasonable
efforts to achieve these commercial estimates.
3.2 Any samples given by the Seller correspond with the Goods as
far as is reasonably possible however this is not a sale by sample
and the samples are not to be treated as forming part of the Contract.
4. ORDERS
4.1 Orders are accepted by the Seller subject to availability of
product. The Seller reserves the right to decline/accept any
order.
5. DELIVERY
5.1 Goods shall be delivered by a method of transport the Seller
considers suitable to the address requested by the Buyer.
5.2 The Seller shall not be liable to the Buyer for any loss or
damage whether direct indirect or consequential if it is delayed
in part or in whole in delivering the Goods.
5.3 If the Buyer refuses to take delivery of the Goods within the
Buyer’s normal working hours on the date of delivery the
Seller may store the Goods at the Buyer’s risk and the Buyer
shall be responsible for all costs and expenses of storage and
additional carriage incurred.
If after 14 days the Buyer fails to take delivery of the Goods
the Seller may rescind the Contract and sell the Goods to a third
party. Any costs incurred by the Seller or losses made against
the contract price in the resale of the Goods will be borne by
the Buyer and payable on demand
5.4 The Buyer must inspect all Goods immediately on delivery. If
any Goods are damaged or lost the Buyer must notify the Seller
within seven days of the delivery of the Goods. Claims made outside
this period will have no validity.
6. RISK
6.1 Except as otherwise provided in these Conditions of Sale the
risk of loss or damage to the Goods passes to the Buyer upon
delivery.
6.2 The Buyer shall insure the Goods from the time that risk passes.
7. PRICE
7.1 The price payable for the Goods is as stated in the Seller’s
price list unless otherwise stipulated in writing by the Seller.
7.2 The price quoted is exclusive of Value Added Tax but inclusive
of delivery charges (for orders less than £50 however delivery
charges will apply).
7.3 The Seller may at any time increase the price payable for the
Goods by an amount equal to the increase in the Seller’s
costs in carrying out its obligations under the Contract (limited
to an increase in the manufacturers cost). Where delivery is by
instalments the Seller shall be entitled to increase the price
as stated in this clause in respect of any Goods undelivered at
that time.
8. PAYMENT
8.1 If the Seller has agreed in writing to grant the Buyer credit
facilities the Contract Price shall be paid within 30 days of
the date of the invoice.
8.2 If no credit facilities have been agreed the contract price
shall be paid on or before delivery of the Goods.
8.3 In the case of late payment the Seller reserves the right to
charge interest at a daily rate equivalent to 4% per annum above
the base rate of Barclays Bank Plc from time to time in force on
the balance outstanding until payment is made in full.
9. RETENTION OF TITLE
9.1 Title to the Goods remains with the Seller until payment has
been received in full for the Goods, and any other goods supplied
by the Seller to the Buyer.
9.2 The Buyer shall not assign, lease, charge or grant rights to
third parties over the Goods until they have been paid for by the
Buyer.
9.3 If the Buyer fails to pay the Seller in full when due, makes
arrangements with its creditors, has a bankruptcy order made against
him or, being a company, enters into voluntary or compulsory liquidation
or has an administrator or administrative receiver or receiver
appointed over all or part of its assets or takes or suffers any
similar action in consequence of debt or becomes insolvent the
Seller shall have the right without prejudice to any other remedies
to:-
a) enter without prior notice any premises where Goods owned by
it may be and to repossess and dispose of any Goods owned by it
so as to discharge any sums owed to it by the Buyer under this
or any other contract;
b) to require the Buyer not to resell or part with possession of
any goods owned by the Seller until the Buyer has paid in full
sums owed to the Seller under this or any other contract, and
c) to withhold delivery of any undelivered Goods. Unless the Seller
expressly elects otherwise, any contract between it and the Buyer
for the supply of Goods shall remain in existence notwithstanding
any exercise by the Seller of its rights under this clause.
9.4 The Buyer hereby irrevocably licences the Seller to enter any
premises occupied by the Buyer where the Seller reasonably believes
Goods owned by it are stored at any time to inspect and/or remove
such Goods.
10. WARRANTIES
10.1 Subject to paragraphs 2, 3, 4, 5 and 6 of this clause the
Seller warrants that the Goods shall on delivery:
a) conform as to description and quantity with the particulars
stated in the Seller’s invoice for the Goods.
b) be of sound materials and workmanship.
10.2 The warranties contained in sub-clauses a) and b) of paragraph
10.1 of this clause shall only apply if the Buyer shall give notice
in writing to the Seller addressed to it at Butterly Avenue, Questor
Business Park, Dartford, Kent, DA1 1JG of any matter by reason
whereof he may allege that the Goods are not in accordance with
the Contract. Such notice shall be given in respect of any complaint
arising in respect of the warranty contained in sub-clause a) of
paragraph 10.1 of this clause, within seven days of delivery of
the Goods to the Buyer and in respect of any complaint arising
in respect of the warranty contained in sub-clause b) of paragraph
10.1 of this clause, within six months of delivery of the Goods
to the Buyer.
10.3 If the Seller shall so require, after receiving notice in
writing from the Buyer of any alleged matter by reason whereof
the Goods are not in accordance with the Contract, the Buyer shall
return the Goods to such place as the Seller shall specify and
the transit of the Goods to and from such place shall be at the
Buyer’s expense and risk.
10.4 If it is proved to the Seller’s satisfaction that the
Goods are not in accordance with the Contract, the Seller’s
sole obligation under the warranties contained in paragraph 10.1
shall at the seller’s option in respect of any short quantities
be to make up any such short quantities or to give credit therefore
and in respect of any such other warranty, be to repair the faulty
Goods or replace them with goods of the same kind or to give the
Buyer credit for the faulty Goods.
10.5 The warranties covered in paragraph 10.1 of this clause shall
not cover any faults caused by accident, misuse, neglect, tampering
with the Goods or any part thereof or any attempt at adjustment
or repair by any person other than the Company’s agent or
representative.
The warranties contained in paragraph 10.1 of this clause are given
in lieu of and to the exclusion of all other conditions, warranties
and representations as to the Goods design, specifications, performance,
quality or fitness for any particular purpose thereof whether express
or implied (by statement or otherwise) and neither the Seller nor
its servants or agents shall be liable whether in contract, tort
or otherwise for any loss, damage or expense, whether to person
or property, howsoever caused, whether direct, indirect or consequential,
suffered by the Buyer his servants or agents or any third party
arising out of or in connection with the Contract or the Goods.
11. SET-OFF
No claims arising out of or in respect of the Contract or any other
contract between the parties shall excuse the payment of the
Contract Price when due and no right of set-off shall exist in
favour of the Buyer.
12. FORCE MAJEURE
The Seller shall not be liable to the Buyer for any loss or damage
caused to or suffered by the Buyer as a direct or indirect result
of the supply of the Goods by the Seller being prevented, restricted,
hindered or delayed by reason of any circumstances outside the
control of the Seller including but without limitation, fire,
labour dispute, flood, act of God or any circumstances affecting
the provision of any of the Goods or part thereof by the Seller’s
usual source of supply.
13. CANCELLATION OF CONTRACT
13.1 The Contract once placed and accepted cannot be cancelled
except with the Seller’s written consent and on the terms
that will indemnify the Seller against any loss incurred thereby.
Where the Buyer returns the Goods without the Seller’s
consent other than under the provisions of these Conditions they
will not be accepted for credit.
13.2 If the Buyer defaults in complying with any of these Conditions
or those of any other Contract between the Seller and the Buyer
or in the event of the Buyer becoming bankrupt or being a company,
if an order shall be made or resolution passed for the winding-up
of the Buyer (except for the purpose of an amalgamation or reconstruction
only), or if a receiver shall be appointed of any of the Buyer’s
property or if distress or execution shall be levied against the
Buyer or if the Buyer should stop payment or shall cease to carry
on business or threaten to cease to carry on the same or is deemed
to be unable to pay its debts within the meaning of section 123
of the Insolvency Act 1986 or if the Buyer shall make any arrangement
or composition with creditors, the Seller may refuse to make any
further deliveries (if any) under the Contract and may without
prejudice to any other rights to which it shall then be entitled,
cancel the Contract without notice, and in the event of such cancellation
any deposit paid by the Buyer to the Seller shall thereupon be
forfeited.
14. PROPER LAW
This contract shall be governed by English Law and by entering
into the Contract the parties submit to the jurisdiction of the
English Courts.
15. SEVERANCE
If any part of this Contract is ineffective under the law by prohibition
or non conformity or formality, it will be deemed to be deleted
or alternative to the extend required to insure that the remainder
of the contract is unaffected”. |
