1. General and Variation
1.1 These terms and conditions shall govern any sale of goods by CareFlex Limited (hereinafter called “the Company”) to the exclusion of any other terms and conditions including printed terms proposed by the purchaser in any of its documents.
1.2 Neither the purchaser nor Company shall be bound by any variation, waiver of, or addition to these conditions except as agreed by both parties in writing and signed on their behalf by a Director.
These terms and conditions shall be governed by English Law. The contract shall be deemed to have been made in England and the parties to the contract hereby submit to the jurisdiction of the English Courts.
3. Order Quantities
All orders shall be accepted at the discretion of the Company which shall be free to determine such minimum and maximum order quantities as it deems fit. Orders below the minimum amount specified by the Company from time to time may be accepted upon payment of a surcharge.
The Company gives no guarantee that fabrics used on goods ordered will be an exact match to samples shown to the purchaser, and reserves the right to use the nearest equivalent.
Notwithstanding that a sample of the goods has been exhibited to and inspected by the purchaser, it is hereby declared that such a sample was so exhibited and inspected solely to enable the purchaser to judge for himself the quality of the bulk, and not so as to constitute a sale by sample.
6.1 No liability whatsoever shall be incurred by the Company in respect of any representation of any kind made by the Company or its agents to the purchaser or its agents before the contract was made.
6.2 The liability of the Company in respect of any breach of any express terms or terms implied by statute or common law or any negligence shall be limited to the price of the goods supplied and shall not extend to direct or indirect loss of profit or any consequential losses except where personal injury or death has been caused to any party as a result of any such breach or negligence.
Unless otherwise agreed, packaging and delivery are not included in prices quoted by the Company and shall be quoted and charged as separate items. Value Added Tax (or any other similar government taxes imposed from time to time) will also be charged according to law.
8.1 Payment is due in full within 28 days of the date of the invoice.
8.2 If payment of the price or any part thereof is not made by the due date, the Company shall be entitled:
8.2.i to charge interest on the outstanding amount at the rate of 4% per annum above the base rate of Barclays Bank PLC accruing daily;
8.2.ii to require payment in advance of delivery of undelivered goods;
8.2.iii to refuse to make delivery of any undelivered goods whether ordered under the contract or not and without incurring any liability; and
8.2.iv to terminate the contract without prejudice to the right of the Company to pursue a claim for all outstanding sums (notwithstanding that pursuant to clause 9 hereof, property in the goods has not passed to the purchaser).
8.3 Notwithstanding and without prejudice to these provisions the company reserves the right to require payment of the full price or a deposit with order.
9.1 Until all debts due from the purchaser to the Company have been paid, property in goods shall not pass to the purchaser notwithstanding delivery thereof. Pending payment of all such debts, the goods should be stored by the purchaser in such a way that they are identifiable as those of the Company. Should the purchaser dispose of the goods before property has so passed, the proceeds realised shall if requested by the Company be held in a separate bank account in trust for the Company until all debts due to it by the purchaser have been paid.
9.2 The Company shall have the right at all times to enter upon any premises where goods have been stored or located by the purchaser to inspect or repossess goods.
10. Delivery & Late Delivery
10.1 Should delivery be required by any means other than the Company’s normal distribution arrangements, or to a third party other than the purchaser, a special charge may be made to cover the additional cost.
10.2 Time of delivery will not be of the essence of the contract unless expressly so stipulated in writing. Failure to deliver by a quoted or specified time shall not be a ground for cancellation or refusal to take delivery or entitle the purchaser to any claim by reason of such failure but if delivery shall be delayed by more than six months by any cause, the Company may cancel the contract for sale insofar as it relates to the goods affected by such delay.
10.3 Each delivery represented by the Company’s invoice shall be deemed to be a separate and distinct contract subject to these conditions.
Save as otherwise agreed the risk in goods supplied by the Company shall pass upon delivery by the Company’s carrier to the delivery address nominated by the purchaser.
12. Instalment Orders
In the case of contracts for delivery of stated quantities of goods by instalments over a defined period and contracts whereby the purchaser may call for delivery from time to time of such goods as may be required up to an agreed quantity, it shall be a condition that the total quantities specified shall be accepted by the purchaser within twelve months of the date agreed for the commencement of the arrangement or, if a defined period has been agreed for such an arrangement, before the end of that period. Each delivery and instalment shall be separately paid for at the price relating to the total quantity specified in the contract but should a purchaser fail to call for the full quantity of goods covered by the agreement within the defined period, a surcharge will be made by the Company to reflect the reduction in quantity discount appropriate to the volume of goods actually delivered.
13. Set Off
There shall be no right of set off between debts arising between the Company and the purchaser.
No contract between the Company and the purchaser may be assigned.
15. Short Delivery & Returns
15.1 Where goods are delivered by carrier, and the carrier requires a delivery note to be signed by the purchaser, the delivery note must in all cases be clearly annotated to the effect that the goods are unchecked. The goods must be checked by the purchaser immediately and claims for damage in transit, or believed damage in transit will only be accepted if notified to the Company within 24 hours of delivery.
15.2 Any claims or complaints as to defect or short delivery, in circumstances other than those referred to in clause 15.1, must be made to the Company within 48 hours of receipt by the purchaser of the goods.
15.3 Goods correctly supplied may not be returned without the Company’s prior agreement. The Company will not, in any event, accept returns of goods unless they are in perfect condition. Should the Company agree to accept returns a handling charge will be made based upon the full list price without discounts of any sort. For goods returned within three months of supply, a handling charge of 5% of the list price will be applied, and for goods returned after three months of delivery a handling charge of 10% of the list price will be applied.
16. Force Majeure
If delivery is delayed by fire, accidents, defective materials, delays in receipt of raw materials, bought-in goods or components, or any other cause beyond the reasonable control of the seller or by strikes, lockouts or other industrial action, the terms of clause 8.2 shall not apply and a reasonable extension of time for delivery shall be granted.
If delivery is delayed by more than six months by any such cause, the Company may cancel the contract insofar as it relates to the goods affected by such delay.
17. Intellectual Property Infringements
The Company gives no indemnity in respect of any actual or alleged infringements of patents, trademarks, trade names, registered designs or any other intellectual property right relating to the goods it supplies.
CareFlex®, CareFlex WaterCell Technology®, CareFlexibility®, HydroCare®, HydroTilt®, SmartSeat™, HydroFlex®, Huggle®, Snuggle®, Sprite® logos and the CareFlex wavy lines logo are all trademarks of CliniMed (Holdings) Ltd.
Prices are correct as of 2nd January 2014 and are subject to VAT unless personal exemption applies. All chair options and extras are subject to postage and packaging. All prices are for delivery within the UK mainland only. CareFlex Ltd reserves to right to alter the prices and specification without prior notice.
CareFlex is a member of the British Healthcare Trades Association. For more information visit www.bhta.com