Terms & Conditions of Sale
In these Terms and Conditions of Sale references to “the Seller”, “we” and “us” are to Medi-Clear Limited, company registration number 06444421, registered office address Unit 4B Banner Court, Priory Park East, Kingston-upon-Hull, HU4 7DX
The Buyer accepts they are entering into this contract having read these Terms and Conditions of Sale and accepts they are doing so as a commercial entity rather than as an individual consumer.
1. Scope of Contract.
These Terms and Conditions of Sale contain the whole terms of the contract for the supply of the Goods by the Seller to the Buyer as specified herein and are to the exclusion of any and all verbal or printed terms and conditions of the Buyer.
Modifications, changes, additions, cancellations or suspensions will not be binding upon the Seller unless accepted in writing. Any such special conditions so accepted will apply only to the particular order concerned. No salesman, representative, agent or distributor of the Seller is authorised to give any guarantee, warranty or give any representation in addition to, or contrary to these terms.
A binding contract will only be formed when the Seller accepts the Buyer’s order. A quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or amend the same at any time prior to the Sellers acceptance in writing of the Buyer’s order.
3. Prices and VAT.
The Seller reserves the right to vary the price of the Goods by notice to the Buyer given at any time before delivery for and to the extent that there is increase in the price or cost of the Goods to Seller by reason of any foreign exchange fluctuation, changes in currency regulations, alterations in duties or import variations in the Goods or raw materials or labour or utility or transport or by any reason or cause (whether or not of the same nature as the foregoing) beyond the control of Seller.
All amounts stated are exclusive of VAT and/or any other applicable taxes or levy, which shall be charged in addition at the applicable rate in force at the date any payment is required from the Buyer.
4. Terms of Payment.
All payments are due without any deduction whatsoever. If no other terms are agreed in writing, Goods shall be paid for 30 days after the date of despatch or as specified in the Seller’s invoice if applicable. Where any payment is not made on the due date interest thereon at the rate of 5% per annum above the base rate of Lloyds TSB Bank Plc may be demanded from such date. All payments shall be made in the currency stated in the contract at the Seller’s office or Seller’s bank in the United Kingdom, unless otherwise specifically agreed in writing. All bank charges for the transfer of payment to the United Kingdom shall be for the Buyer’s account. 5. Preliminary Work.
All work carried out by the Seller whether experimentally or otherwise at Buyer’s request will be charged for at Seller’s current rate.
Time is not of the essence of the contract and delivery dates agreed are approximate only. The Seller shall not be under any liability to the Buyer in respect of any delay in delivery howsoever arising. In the event of total failure to deliver any Goods, and provided the failure to deliver was solely due to the Seller’s fault, the liability of the Seller shall be limited to the amount of deposits or advance payments which the Buyer may have made. No liability shall attach to the Seller for any loss sustained or alleged to have been sustained by the Buyer as a consequence of the Seller’s inability to deliver the Goods referred to in the relevant invoice.
The Seller has the option to deliver in stages any part (s) of the Goods covered by the contract and to invoice the Buyer for such stages under the same terms and conditions set forth herein.
In the event of the Buyer returning or failing to accept any delivery of the Goods in accordance with the contract the Seller shall be entitled at his option either to deliver and invoice the Buyer for the balance of the goods then remaining undelivered or to suspend or cancel further deliveries under the contract. The Seller shall be entitled to store at the risk of the Buyer any Goods which the Buyer refuses or fails to accept and the Buyer shall in addition to the invoice price pay all costs of such storage and any additional costs or carriage incurred as a result of such refusal or failure. The Seller shall be entitled to recover any costs or charges as described above, or any other expenses or liabilities incurred as a result of the Buyer’s order from the amount of deposit or advance payments which the Buyer may have made. Unless such recovery recoups the Seller’s total costs and expenses or liabilities, however, the liability of the Buyer to pay all invoices and other costs remains unchanged.
The Goods shall, unless delivered by the Seller’s own transport or by carrier on behalf of the Seller be deemed to have been delivered and the risk therein to have passed to the Buyer upon their transfer to the carrier named by the Buyer or (in case of delivery ‘ex – works’ to be collected from the Seller’s premises) upon the Seller notifying the Buyer that the Goods are available for collection. Where the Goods are delivered by the Seller’s own transport or by a carrier on behalf of the Seller risk shall pass upon delivery of the Goods at the point nominated by the Buyer.
If in the case of the contract or any order involving more than one delivery default is made in payment on the due date the Seller shall have the right to suspend all or any further deliveries pending payment or to terminate the contract in it’s entirety by notice in writing to the Buyer and to recover costs, expenses or liabilities as provided above.
7. Claims for Non-Delivery.
All claims for non-delivery of any consignment shall be made in writing to the Seller and any carrier engaged by the Seller within seven (7) days after the date of despatch shown on the Seller’s invoice.
All claims for short delivery shall be made in writing to the Seller and any carrier engaged by the Seller within three (3) days after delivery of the consignment in question and the Seller shall be given an adequate opportunity to recount the Goods as the case may be.
All claims for damage to or deterioration of Goods in transit shall be made in writing to the Seller and to the carrier engaged by the Seller within three (3) days after delivery of the Goods and the Seller shall be given adequate opportunity to inspect the Goods in question.
Any claim which is not made as required by the above paragraphs or in respect of which the Seller is not given an adequate opportunity to recount or inspect as the case may be shall be absolutely barred or at the express discretion of the Seller.
Every endeavour will be made to deliver the correct quantity ordered, but the Seller shall be deemed to have fulfilled his contractual obligations in respect of any delivery though the quantity may be up to 5% more or less than the quantity specified on the contract and in such event the Buyer shall pay for the quantity actually delivered.
9. Seller’s Liability.
The Seller’s liability in connection with any contract or the supply of any Goods (whether new or second-hand or reconditioned) is solely as stated herein and in no way shall exceed the value of the individual order under the contract to which the Goods relate. All other liability for loss or damage or for loss of profits or consequential loss or damage of any nature whatsoever is hereby expressly excluded.
10. Passing of Property and Retention of Title.
Property in the Goods will remain in the Seller and will not pass to the Buyer unless the Seller has received the full invoice price of the Goods. The Buyer will undertake to guarantee the right of property and, to this effect, take all necessary steps at the Buyer’s cost to ensure that such right of property as governed by the law of England and Wales is maintained.
At any time after the due date for payment of the purchase price and so long as the purchase price has not been received by the Seller in full the Seller shall be entitled to require the Buyer to return to the Seller at the Buyer’s expense the Goods. All Goods which remain the property of the Seller will be held by the Buyer on behalf of the Seller in a fiduciary capacity. The Buyer may resell those Goods for which they have paid to third parties in the ordinary course of business for a price not less than the purchase price and in such event, if the Seller has not received the purchase price of other Goods in full, the Buyer will account to the Seller for the proceeds of any such sale and meanwhile will hold all proceeds of such sale of such Goods upon trust for the Seller until the Seller has received the purchase price of the Goods in full.
11. Force Majeure.
Should any event occur whether to the Seller’s plant or otherwise which is beyond the control of the Seller such as by way of example industrial action or dispute (including strike or lockout) shortage of materials or other action of a government or other competent authority accident instructions from the Buyer and the performance of this contract is prevented or delayed then the following shall apply:
Without prejudice to its rights in the event of breach of contract by the Buyer the Seller reserves the right to suspend delivery or other performance of the Seller’s obligations under any contract and to cancel unfulfilled parts of any contract in whole or in the event of the Seller exercising any such right the Sellers liability shall be limited to the repayment to the Buyer (without interest) of any part of the purchase or contract price or charge already received by the Seller and attributed to any unfulfilled and cancelled part of the contract less any expenses incurred by the Seller from the date of cancellation in part performance of the contract.
If such prevention or delay continues for three months the Buyer may elect to cancel the contract or to allow the order on the Seller’s books and to be completed at some later date.
All Goods are produced to quality control standards and are warranted so far as is reasonably possible to be free from defects in material and workmanship. Any individual Goods shown to the Seller’s satisfaction to be defective within 90 days of delivery will be replaced without charge. The Seller’s liability is limited solely to the replacement valuation of defective Goods and in no event shall the Seller be liable for loss of profit or damage to plant or for consequential or special loss or damage sustained by Buyer. Goods should not be stored under extreme conditions and no claim will be entertained if Buyer cannot show that Goods were stored in original containers at normal standard conditions for the Goods in question. . All Goods are sold with the express understanding that Buyer will independently determine the suitability of the materials for the purpose for which they are purchased. Recommendations, information and data sheets and other descriptive materials given by Seller are not to be construed as warranties of any kind.
13. Minimum Order Charge.
The Seller reserves the right to impose a minimum order charge on all orders of less than £100 excluding VAT.
Goods will be at Buyer’s risk from the time of delivery as defined herein.
Once a contract exists between Buyer and Seller the same cannot be cancelled by Buyer except with the Seller’s express written consent and on terms which will indemnify the Seller against all losses and costs.
16. Construction and Proper Law.
The contract shall be construed as and governed in accordance with the laws of England and Wales.