Terms & Conditions of Sale

General

In these conditions Huntleigh Healthcare Limited is called “The Company”. Your acceptance of our offer includes the acceptance of these conditions of sale which can only be varied expressly and by mutual agreement in writing. Any waiver or waivers of any one or more of these conditions does not constitute a permanent waiver of any condition so waived nor a general waiver of these conditions as a whole. If your written order purports to incorporate any conditions which are or may be a variance with these our conditions are for your own internal purposes and that as between you and us our conditions shall prevail.

Our Offer

Unless previously withdrawn or otherwise agreed in writing our offer is open for acceptance within thirty days of the date on the offer. Oral representations do not constitute part of our offer and liability for them is excluded. Except when incorporated in our offer by specific reference all specifications, drawings, particulars of weights and dimensions shapes and colours, descriptions and illustrations, price lists and other advertising material accompanying our order are intended only to present a general idea of the goods described therein. Unless otherwise agreed in writing we reserve the right to deliver goods of a modified design if we consider that we can make improvement without expense to you.

Your Acceptance

Your acceptance of our offer must be (unless the offer is previously withdrawn or otherwise agreed in writing) by written order, unless this is waived by us where your order is accepted over the telephone, within thirty days of the date on our offer and accompanied by all the information you consider necessary to enable us to determine that the goods are suitable for the purpose stated and by sufficient information including delivery instructions to enable us as soon as the contract comes into force to proceed with the order forthwith.

The Contract

The contract between us comes into force immediately we receive your written acceptance of our offer provided that sixty days thereafter we may cancel the contract if we have not received to our satisfaction either the evidence of your credit worthiness or security for payment. We shall have performed our contract where in accordance with these conditions we have tendered delivery of the goods specified in this offer. Unless within fourteen days of delivery, you reject in writing all the goods or any of them as not in accordance with your order they shall be deemed to be satisfactory except insofar as any other conditions of sale provided for replacement of defective parts.

Design Rights

Our offer and any subsequent contract contains information for your secret and confidential use based on our own design and development work and that our technical collaborators and you are hereby bound not to disclose it to any third party without our consent in writing. You are further bound not to make nor have made by any third party any goods described in the offer and in any drawings designs proposals photographs plans report recommendations specifications or in other visible data accompanying or related to the offer and any subsequent contract. You undertake to indemnify us against all costs should any design or instruction which you give involve us in actual or threatened litigation or arbitration as a result of alleged infringement of any Letters Patent Registered Design Trade Marks or Copyright.

Exhibitions

You may not exhibit goods supplied by us without first obtaining our consent in writing.

Warranty

The Company guarantees to repair, service, adjust or replace free of charge equipment which is proved to The Company satisfaction to be defective due to defects in material or workmanship if such equipment is returned to the company’s address, transportation charges pre-paid, but which the Company undertakes to reimburse within 12 months after the date of purchase by the end user or such other period as may be stated in writing by The Company. Without limitation to the generality of the above or to the requirement for proof this warranty excludes:

i) equipment damaged through shipping, tampering, improper maintenance, failure to follow the manufacturer’s recommended washing and cleaning instructions, failure to follow necessary routine maintenance procedures, carelessness, accident, negligence, misuse or use in conjunction with any accessory not approved for use with the equipment by The Company, and

ii) equipment altered, repaired or dismantled other than with the manufacturer’s written authorisation using its approved procedures and by properly qualified and trained technicians.

No other warranty express or implied is given. In no event shall The Company (including any member of the same group of companies) be liable for any indirect or consequential damages or losses resulting from the use of the equipment. In no event shall The Company accept any liability for any non-compatibility or failure to perform where the equipment is used in conjunction with any accessory not approved for use with the equipment by The Company. In no event shall The Company liability arising from use of the equipment exceed the purchase price of such equipment. Nothing in this warranty shall exclude or limit The Company liability for death or personal injury resulting from use of defective equipment or which is due to The Company negligence.

Packing

Unless otherwise specified in our offer packing is not included in the quoted price.

Delivery

Time of delivery shall not be of the essence of the contract. The period given for delivery starts to run from the date of the contract coming into force, each delivery shall be considered a separate transaction and the failure of any one delivery shall not affect the performance of the contract as regards other deliveries. Delivery is in accordance with the particular trade term stated in our offer and in accordance with the international rule for interpretation of that terms laid down in Incoterms 1990 whilst we can accept no liability for exceeding the period given for delivery or any agreed extension of it, we shall use our best endeavours to avoid delay.

Ownership

We retain a ownership of all our goods still in your possession for any unpaid balance you may owe us.

Storage

If for any reason possession of the goods does not pass in accordance with the contract we shall unless otherwise agreed at your expense and risk store them at our works or elsewhere. If on the expiry date of six calendar months after our tendering delivery the goods remain undelivered we reserve the right immediately to cancel your order. This cancellation shall entitle us to dispose of the goods and obtain from you compensation form loss of profit in addition to any other sum due to us under any conditions of sale.

Loss or Damage in Transit

Unless otherwise agreed we shall not be responsible for loss or damage to goods beyond the point at which the risk passes to you in accordance with Incoterms 1990.

Prices

Unless otherwise agreed we reserve the right to invoice at prices ruling at the time of delivery.

Terms of Payment

Unless otherwise agreed in writing our terms of payment are strictly thirty days from the date of the invoice. Payments must be made in Sterling in the United Kingdom.

a) For goods delivered to the Purchaser in the United Kingdom, Eire, Channel Isles and the Isle of Man, within thirty days from the date of the invoice.
b) For goods for export outside the territories described in paragraph (a) above, on presentation of Shipping Documents or invoices. In addition:-
i) If we are ready to deliver goods on the date agreed in accordance with the Contract and you delay or request to delay our delivery for any reason, we may present invoices to you for full settlement within thirty days of the date previously agreed for delivery.
ii) The full purchase price shall be paid by you without any deduction whatsoever unless otherwise agreed in writing by us. Until payment of the price in full is received by us, ownership and title of the goods supplied by us to you shall not pass to you. However, all the risks relating to the goods, following their delivery, and with immediate effect there from, shall be insured by you.
iii) Payment of the price in full by the due date shall be a condition precedent to future deliveries under the same or any other Contract existing between us and you.
iv) We reserve the right to charge you with interest on all overdue accounts at a rate equal to the base rate of Barclays Bank PLC plus 3%.

Law, Language and Arbitration

We shall endeavour to reach an amicable agreement on all disputes which may arise under this contract which is governed by the Laws of England and has its authorities text in the English language. If amicable agreement is not reached the disputes and differences shall be settled in London under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by a sole arbitrator appointed in accordance with the said rules such appointment to take place by agreement between us within sixty days of the request by one of us to submit such dispute or difference to arbitration for failing such agreement within a further sixty day period by the Chairman of the English Section of the International Chamber of Commerce. New clauses on Health & Safety at Work Act, 1974. “In accordance with the requirements of the Health & Safety at Work Act 1974, and any re-enactment or amendment thereof, any safety precautions required for the handling of the goods are to be clearly indicated on each of the buyers orders.”

Force Majeure

Neither the seller nor the buyer shall be liable to the other for any failure to fulfil its obligations under the contract if such a failure is caused by circumstances beyond its reasonable control.

Variation

No variation from this contract, or any price stated in it, will be recognised unless by formal amendment issued by the seller (The Company).