- DEFINITIONS AND INCORPORATION
1.1 In these Conditions, “Meditech” means B.N.O.S. Meditech Limited (Company Number 02368331) whose registered office is at Unit 9, Fifth Avenue, Bluebridge Industrial Estate, Halstead, Essex CO9 2SZ; “Contract” means any contract between Meditech and the Customer for the sale and purchase of the Goods and/or Services, including these Conditions; “Customer” means the party purchasing Goods and/or Services from Meditech; “Goods” means the medical equipment, kits and accessories supplied to the Customer by Meditech pursuant to the Contract; and “Services” means the repair, maintenance and related services be supplied to the Customer by Meditech pursuant to the Contract.
1.2 Subject to any variation pursuant to this Condition 1.2, the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document). No variation to these Conditions or any representations about the Goods and/or the Services shall have any effect unless expressly agreed in writing and signed by a duly authorised representative of Meditech.
- ORDERS, DELIVERY, RISK AND TITLE
2.1 Each order for Goods and/or Services by the Customer from Meditech shall be deemed to be an offer by the Customer to purchase Goods and/or Services subject to these Conditions. No order placed by the Customer shall be deemed to be accepted by Meditech until a written acceptance of order is issued by Meditech or (if earlier) Meditech commences performance of the Contract.
2.2 The price of the Goods excludes carriage charges which the Customer shall pay in addition. Unless otherwise agreed in writing by Meditech, delivery of the Goods shall take place upon arrival of the Goods at the location specified in the Customer’s order or otherwise agreed to in writing.
2.4 Any dates specified by Meditech for delivery of Goods and/or performance of the Services are an estimate only. Goods are at the risk of the Customer from the time of delivery but title in Goods shall not pass from Meditech until the Customer has paid all amounts due under the Contract. Until title in Goods passes to the Customer the Customer shall (a) hold Goods and each of them on a fiduciary basis as bailee for Meditech; (b) store Goods separately from all other goods in its possession (marked in such a way that they are clearly identified as Meditech’s property); and (c) (subject to written agreement to the contrary by Meditech) not dispose of them. Further, until such time as title in Goods passes to the Customer, the Customer shall upon request forthwith deliver up such Goods to Meditech. The Customer hereby grants Meditech an irrevocable licence at any time to enter any premises where Goods are or may be stored in order to inspect them, and, until such time as title in Goods passes to the Customer, to recover them.
- PRICE AND PAYMENT
3.1 The price for Goods and/or Services shall be the price set out in Meditech’s quotation issued to the Customer, save that, unless otherwise stated in writing, any such quotation is valid for a period of 30 days from its date. Thereafter, a new quotation must be requested by the Customer.
3.2 All prices shall be exclusive of VAT, which if lawfully chargeable the Customer will pay in addition. Payment is due within [30] days of the date of Meditech’s invoice. The Customer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
3.3 If the Customer fails to pay any sum due pursuant to the Contract the Customer will be liable to pay interest to Meditech on such sum from the due date for payment at the annual rate of [4] % above the base lending rate from time to time of NatWest Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment.
- WARRANTY AND LIABILTY
4.1 Subject to Condition 4.2 Meditech warrants that, provided the Customer and end-users follow Meditech’s instructions as to the storage, installation, commissioning, use or maintenance of Goods or (if there are none) good industry practice. Goods will for a period as per time specified in the devices data sheet , be free of material defects. This is under the condition that the device is sent to Meditech for service at the 5 year period for those devices that have a 7-year warranty. If any Goods do not conform with such warranty Meditech shall at its option repair or replace such Goods as soon as reasonably practicable or refund the price of such Goods. This Condition 4.1 states the exclusive remedy of the customer, and the entire liability of Meditech, for breach of such warranty.
4.2 Meditech shall not be liable for any breach of the above warranty given in relation to Goods unless the Customer gives written notice of the defect to Meditech within 30 days of the time when the Customer discovers or ought to have discovered the defect; and unless Customer (if asked to do so by Meditech) returns such Goods to Meditech at Customer cost for inspection by Meditech.
4.3 Meditech warrants that it will perform Services with reasonable care and skill. If it is shown to be in breach of such warranty in relation to particular Services, it shall at its own cost as soon as reasonably practicable re-perform the relevant Services or instead (if it so decides) waive or refund to the Customer such of the fees payable or paid to Meditech by the Customer under the Contract as are attributable to those particular Services. This Condition 4.3 states the exclusive remedy of the Customer, and the entire liability of Meditech, for breach of such warranty.
4.4 Save as expressly set out herein, all warranties, conditions and other terms implied by statute or common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract save that nothing in these Conditions excludes or limits the liability for fraud or for death or personal injury caused by negligence.
4.5 Subject to Condition 4.4, Meditech’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising out of or in connection with the Contract shall be limited to the price payable for the Goods and/or the Services which are the subject of the Customer’s claim. Meditech shall not be liable to the Customer, in contract in tort or otherwise, for any loss of profits, business, revenue, goodwill or anticipated savings or for any indirect or consequential or economic loss whatsoever howsoever arising out of or in connection with the Contract.
4.6 Meditech shall not be liable or responsible for any loss or damage caused by delay in the performance or non-performance of its obligations hereunder where the same is occasioned by acts or omissions of the Customer, strikes, lock-out or trade dispute, difficulties in obtaining labour or materials or any other cause whatsoever beyond Meditech’s reasonable control including but not limited to any act of God, war, terrorism, transport, civil disturbance, government or parliamentary restrictions, prohibitions or enactments of any kind. If the cause continues for more than 60 days either party may terminate the Contract by giving the other party no less than 30 days’ written notice
- GENERAL
5.1 The Customer may not assign or transfer its rights or delegate its duties under the Contract either in whole or in part. Meditech may assign the Contract in whole or part and/or delegate the performance of its obligations to third parties without reference to the Customer.
5.2 The failure of a party to exercise or enforce any right under the Contract shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.
5.3 The Contract is not intended to confer a benefit on any third party, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.
5.4 If any term of the Contract is held to be void or unenforceable by any reason of law, it shall be void or unenforceable to that extent only and no further and all other terms shall remain valid and fully enforceable.
5.5 Meditech may terminate the Contract forthwith by notice in writing to the Customer if the Customer ceases or threatens to cease to carry on its business or adopts a resolution for it to be wound up or if a petition is presented for the appointment of an administrator or a receiver or an administrative receiver is appointed in respect of any part of the Customer’s undertaking or assets or if the Customer is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 (or any re-enactment of further enactment thereof). Termination of the Contract, for whatever cause, shall be without prejudice to the rights of either party accrued prior thereto, including without limitation any right to payment of any sum and any right to sue in respect of any antecedent breach of the Contract.
5.6 The Contract shall be governed by and construed in all respects in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts in respect of any dispute or claim arising out of or relating to the Contract.