TIMESCO HEALTHCARE LIMITED TERMS AND CONDITIONS OF SALE
These terms and conditions apply to all transactions between the buyer and Timesco Healthcare Limited (THL) and override any conditions the buyer and THL may have except those confirmed by THL. Any variations of these conditions stipulated by any of the buyer’s documents implied by statute, common law or trade usage are inapplicable unless accepted by THL in writing. This transaction will be deemed a contract of sale.
THL will make every effort to deliver orders within the time period quoted (which will commence from the receipt of orders by THL in writing). THL accepts no responsibility or liability of any kind for failure to deliver within the time period quoted. If the delays in the completion of deliveries are beyond the control of THL, the buyer will not be entitled to cancel the order or refuse delivery. THL reserves the option to supply all orders in partial shipments and to invoice the same separately. If the buyer is unwilling or unable to take or accept delivery after 14 days from being informed that the goods are ready for dispatch, the liability for loss or damage and risk to the goods shall pass to the buyer.
THL will not be liable for any delay in delivery or non-delivery due to reasons which are beyond its control. These reasons may include, without limitations, restrictions by governments authorities, fire, flood, strike, industrial disputes, breakdown of machinery, explosions, war, delay in delivery by THL’s suppliers or any other circumstances. Under any of the above, suspension, cancellation or extension of delivery may result at the discretion of THL.
Any quotations made by THL will remain valid for the period stated in writing. If price variations occur within the validity period, which are beyond the control of THL, the quotation may be subject to change before or after the maturity date. In any event, all quotations are E. & O.E. and are subject to acceptance. THL reserves the right to withdraw any offer made on goods or contracts without notice and at any time before acceptance. Delivery dates on quotations are quoted on stock positions prevailing at the time of the quotations, and are liable to change without notice. Prices quoted may be subject to VAT, packaging and delivery charges.
DAMAGE AND LOSS IN TRANSIT
Goods which are lost or damaged in transit will be replaced, repaired, or the cost of the goods refunded at the discretion of THL. THL will not incur any liability further than the value of the goods irrespective of any damages or otherwise to the buyer. Any claims by the buyer regarding loss in transit will not be entertained unless reported in writing within 14 days from the date of invoice. Damage and short deliveries must be reported in writing within 3 days of receipt of the goods to the carrier and THL. Any goods which are returned for replacement due to damage in transit must be done so carriage paid at the buyer’s expense, and THL will reimburse any reasonable costs for carriage, subject to prior approval.
Unless credit terms are agreed in writing by THL, all payment terms are to be on a pro forma basis, confirmed by THL in advance. All credit terms offered by THL are to be net 30 days from the date of the invoice. At any time, THL may suspend credit terms and request payment for goods prior to delivery. THL reserves the right, at its option, unless otherwise agreed in writing, to charge 5% per month interest on all accounts which are overdue for payment. Without prejudice to the above clause, THL reserves the right, at its option, to suspend further supplies and any of its services should the buyer fail to make payment by the due dates.
This contract is divisible. Each delivery made hereunder shall be deemed to arise from a separate contract and shall be invoiced separately; any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein, without reference to and notwithstanding any defect of default in delivery of any other installment.
Goods will not be accepted back for credit if: returned after 30 days from the date of invoice, are produced as specials, are discontinued lines, have been opened, used, or are modified or altered in any way. In any event, written permission is required from THL before any goods may be returned. THL may refuse to accept back goods for credit, refund or replacement or repair at its discretion. Any goods authorised for return by THL are sent at the sender’s own risk. THL will not be liable for goods which are not received by THL due to non-delivery or damage caused by any delivery service the sender has used to return the goods. Insurance and carriage for returned goods is the responsibility of the sender.
All products are guaranteed to be free from defects and manufacturing faults that may affect the appropriate use of the product. Product guarantees will vary depending upon each product range. Please refer to guarantees provided for each product.
In no event shall THL be liable for any direct, indirect, incidental, special or consequential damages, including loss of profits, revenue, data, use or personal injury incurred by the Distributor or any third party, whether in an action or contract or based on a warranty (except where the liability is legally compulsory under UK law), even if the Distributor or any third party has been advised of the possibility of such damages. THL’s liability for damages under this agreement shall in no event exceed the amount paid by the Distributor to THL for the products under this agreement.
The buyer shall determine the application and suitability of the products which the Buyer purchases. THL does not accept or imply any representation of use or suitability of any products it manufactures or supplies.
THL must be informed, in writing, of any product purchased from THL which is found to be faulty due to poor workmanship or material. After inspection by THL, if the products are found to be faulty and are not the result of abuse, misuse, improper care or storage, inadequate maintenance, modification, (branded, stamped or etched), THL will replace or repair the goods at its option. Any product found to be faulty must, after written acceptance from THL, be returned to THL carriage paid. Any products which are returned without written acceptance from THL will remain at the buyer’s risk. THL’s liability is limited to repair and replacement only.
Products and services which are provided by THL for companies which THL acts as a distributor/agent etc. and any product which is not produced by THL will be covered by the guarantees of the represented companies and not by THL. Similarly all risks for the represented companies will be the liabilities of those companies. Any product which is used in any manner for which it was not designated will automatically render this guarantee invalid.
The use of THL products is limited to trained professionals and qualified physicians only, unless stipulated otherwise.
“Intellectual Property Rights” means copyright, moral rights, trademark, patent, registered design, trade secret, unfair competition, and any other intellectual and proprietary rights.
THL accepts no liability when producing goods to the buyer’s specifications or patterns if the specifications or patterns infringe any patents or registered design laws. Any patents or registered designs which are so infringed are the sole responsibility of buyer, and THL will not be liable to any penalties or costs. If the buyer is aware that a design etc. infringes a known registered design or patent, the buyer must inform THL in writing of the same.
Likewise, THL’s products are protected by Intellectual Property Rights. Written technical data, drawings, plans and engineering in technical instructions pertaining to the products are recognised by the Buyer to be secret and confidential and to be the property of THL. Those items shall at all times and for all purposes be held by the Buyer in a confidential capacity and shall not, without the prior written consent of THL, be disclosed by the Buyer to any person, firm or corporation, excepting those salaried employees of the Buyer who are required to utilise such items in connection with the sale, inspection, repair or servicing of products, or be disclosed to any person, firm or corporation, copied or used by the Buyer, its employees or agents at any time.
All documents literature, specifications and statements made or supplied by THL or any company which THL acts as an agent/distributor for are made in good faith. THL accepts no liability to any misrepresentations, errors or omissions therein. Due to continuous product development by THL and the companies which THL represents, specifications for any product may change without prior notice. Any products which have been altered from the specification illustrated or listed will be advised to the buyer before supply. THL reserves the right to discontinue products without prior notice.
BANKRUPTCY/RESERVATION OF TITLE.
In the event that the buyer becomes insolvent, the goods sold against this contract remain THL’s exclusive property until all monies due to THL are paid in full. If the buyer should commit any act of bankruptcy or if a petition or receiving order in bankruptcy should be made against the buyer or a court order made or a resolution passed for the winding up (except for the purposes of reconstruction and amalgamation) or become unable to pay its debts, THL will be entitled to enter upon the buyer’s premises and to repossess any goods to which THL has title to. The buyer will be liable for any damages to the goods and once the goods are in the buyer’s possession, will insure the goods against all risks. The title of any goods or services supplied by THL will remain with THL until paid in full by the buyer.
LAWS OF CONTRACTS
This Agreement is governed and interpreted in accordance with the laws in England and Wales.
Both parties agree to comply with the data protection legislation. All personal data should only be used for the purposes of this Agreement and shall not be further disclosed or processed without the prior consent of both parties.