Terms and conditions of sale            Increase 'text size'

1 APPLICABLE TERMS

1.1 In these Terms and Conditions of Sale:

1.1.1 the “Buyer” shall mean the person whose order for the Goods is accepted by the Seller;
1.1.2 “Conditions” means the standard terms and conditions of sale set out in this document and any special conditions agreed in writing between the Buyer and the Seller;
1.1.3 “Goods” means the Goods including any instalment of the Goods which the Seller is to supply in accordance with these Conditions; and
1.1.4 the “Seller” shall mean Safe-Point Healthcare Limited (registered number 5010895) whose registered office is at The Old Hayloft, Vantage Business Park, Bloxham Road, Banbury OX16 9UX.

1.2 Any quotation given by the Seller is an invitation to the Buyer to make an offer only and no order placed by the Buyer with the Seller in pursuance of a quotation or otherwise shall be binding on the Seller unless and until it is accepted in writing by the Seller’s acceptance of order form or despatch note or delivery note, or the Goods are despatched.
1.3 All orders are subject to credit approval by the Seller.
1.4 Any contract made with the Seller for the sale of Goods shall incorporate and be subject to these Conditions and any representation or warranty, written or orally made or given prior to the contract is hereby expressly excluded and all brochures, specifications, drawings, catalogues, particulars, shapes, descriptions and illustrations, price lists and other advertising matter are intended only to present a general idea of the Goods described therein.
1.5 Unless otherwise agreed in writing, the Seller reserves the right to despatch or deliver Goods of a modified design provided that any difference does not make the Goods unsuitable for any purpose the Buyer has made known to the Seller.

2.1 The price of the Goods shall be that stipulated on the Seller’s current list price, website or, if applicable, contained in the Seller’s quotation.
2.2 The total purchase price of the Goods shall be inclusive of transport, packing and VAT at the rate prevailing at the date of the invoice.
2.3 The Seller reserves the right to correct clerical errors and omissions.

3.1 All accounts are payable on demand and are strictly net. If no demand is made, then all accounts must be paid within 30 days of invoice date. Time for payment shall be of the essence of the contract.
3.2 If at the date on which the Seller is ready to despatch or deliver the Goods the Buyer delays delivery for any reason, the Seller may present invoices for full settlement within 30 days of that date, in default of payment and without prejudice to any other rights or remedies the Seller reserves the right to demand payment of all outstanding balances whether or not due and/or cancel all outstanding orders.
3.3 Interest shall be charged on outstanding balances at the rate of 2% per annum over HSBC Bank plc’s base rate. The Buyer shall not be entitled to withhold or set-off payment for Goods delivered for any reason whatsoever.

4 CREDIT

This contract shall be subject to the provision that if at any time thereafter the Seller is advised of circumstances casting doubt on the Buyer’s creditworthiness or satisfactory security for payment is not given on request, the Seller may require payment of the whole or part of the purchase price from the Buyer in advance and pending such payment the contract shall be suspended. In the event of such advance payment not being made within a reasonable period stipulated by the Seller, the Seller may cancel the Buyer’s order without liability and the Buyer shall be responsible for any resulting loss to the Seller.

5 RISK

The risk in respect of all Goods sold under the contract shall pass to the Buyer upon the despatch of the Goods by the Seller from its premises notwithstanding agreement by the Seller to bear the cost of delivery or to deliver the Goods itself. In any event the property in the Goods shall not pass to the Buyer except as provided in clause 6 hereof.

6 TITLE RETENTION

6.1 Until the purchase price of the Goods comprised in this or any other contract between the Buyer and the Seller shall have been paid or satisfied in full (if by cheque then only upon clearance):

6.1.1 The property in the Goods comprised in this contract remain vested in the Seller (notwithstanding the delivery of the same and the passing of the risk therein).
6.1.2 The Buyer shall store the Goods in such a way that they can be readily identified as being the Seller’s property.
6.1.3 The Buyer shall on request inform the Seller of the precise location of each item of the Goods identified where applicable by its serial number, by supplying the Seller at its expense within seven days of its request with a written schedule of the said locations.
6.1.4 The Buyer may sell the Goods as the Seller’s agent in the normal course of the Buyer’s business and may pass good title to the Buyer’s customer being a bona fide purchaser for value without notice of the Seller’s rights on the following conditions:

6.1.4.1 The Seller may at any time revoke the Buyer’s said power of sale in the circumstances set out in clauses 3 and 4 of these Conditions.
6.1.4.2 The Buyer’s power of sale shall automatically cease in any of the circumstances set out in clause 12 of these Conditions.
6.1.4.3 The Buyer shall notify the Seller without delay of any attachment of the Goods or actions by third parties which might infringe the Seller’s title to the Goods.

6.1.5 Upon determination of the Buyer’s power of sale the Seller shall be entitled by itself its servants or agents to enter upon any of the Buyer’s premises for the purpose of removing and repossessing such Goods or their proceeds of sale and the Seller shall be entitled to claim from the Buyer the costs and expenses incurred by the Seller in and ancillary to the process of such removal and repossession.
6.1.6 Until title in the Goods has passed to the Buyer the Buyer shall not purport to be the owner of the Goods and shall not show such Goods as stock in its accounts.
6.1.7 The Buyer shall insure the Goods against theft or any damage howsoever caused until their price has been paid or until sale, whichever shall first occur and the Seller shall be entitled to call for details of the insurance policy. If the Buyer shall not insure the Goods or shall fail to supply details of its insurance policy on demand to the Seller the Buyer shall reimburse the Seller for the cost of any insurance which the Seller may reasonably arrange in respect of any of the Goods during the whole or any part of the period from the date of its delivery of the Goods until the date of payment to it of their full purchase price.

6.2 Nothing in these Conditions shall:

6.2.1 entitle the Buyer to return the Goods or to delay payment therefore; or
6.2.2 constitute or be deemed to have constituted the Buyer as the Seller’s agent otherwise than for the purpose of this clause; or
6.2.3 render the Seller liable to any third party for any unauthorised representation or warranty made or given by the Buyer to such third party in relation to the Goods; or
6.2.4 prevent the Seller from maintaining an action for the price notwithstanding that the property in the Goods may not have passed to the Buyer.

7 TITLE RETENTION (SCOTLAND)

In the case of sales of Goods in Scotland, sub-clause 6.1 hereof shall not apply, and in place thereof there shall be substituted the following clause:
“6.1(a) Until the purchase price of the Goods comprised in this contract between the Buyer and the Seller shall have been paid in full:”

8 DESPATCH/DELIVERY

8.1 Any dates given in the contract for despatch or delivery of Goods shall constitute estimates of expectation only and shall not be binding unless the contract otherwise expressly provides and subject to the provisions of sub-clauses 8.4 and 8.5 below the Buyer shall accordingly accept delivery of the Goods when tendered.
8.2 The method and route of despatch of the Goods shall be selected by the Seller which shall use its best endeavours to take into account in such selection the preferences of the Buyer. The Seller shall not be obliged to insure the Goods against loss or damage in transit.
8.3 If notwithstanding the Seller’s best endeavours the Seller fails to despatch or deliver the Goods by such date, such failure shall not constitute a breach of the contract and the Buyer shall not be entitled to claim compensation for such failure or for any consequential loss or damage resulting there from.
8.4 Subject to the provisions of sub-clause 8.3 above, where despatch or delivery is delayed by more than 4 weeks beyond the date given in the contract, the Buyer shall grant the Seller a reasonable extension period and if upon the expiry of the extension period the Goods have not been despatched or delivered, the Buyer shall be entitled to withdraw from the contract upon written notice PROVIDING that if the Seller is prevented or hindered from supplying the Goods or any part thereof by any circumstances beyond its reasonable control further performance of the contract shall be suspended for so long as the Seller shall be so prevented or hindered. In the event of the performance of the contract being suspended for more than 3 consecutive months the Buyer may forthwith by notice in writing terminate the contract and in such circumstances the Buyer shall pay at the contract rate for all Goods sold by the Seller to the actual date of termination.
8.5 If at the date on which the Seller is ready to despatch or deliver the Goods the Buyer delays acceptance thereof for any reason whatsoever, the Goods will be stored by the Seller but the Buyer shall pay to the Seller an amount equivalent to what the Buyer would be liable to pay if the Goods had in fact been despatched or delivered together with reasonable storage charges for the period of delay and the cost of any additional handling and transporting incurred. If on the expiry of 3 months after the date on which the Seller is ready to despatch or deliver the Goods the Buyer has not accepted the Goods, the Seller reserves the right immediately to cancel the Buyer’s order. This cancellation shall entitle the Seller to dispose of the Goods and obtain from the Buyer compensation for loss of profit in addition to any other sums due to the Seller under these Conditions.
8.6 Claims in respect of incomplete or incorrect supplies or of Goods damaged in transit must be notified to the Seller as soon as possible and in any event not later than 10 working days after receipt of the Goods at the place of destination.
8.7 Claims in respect of non-delivery of Goods must be made as soon as possible and in any event within 3 working days of the receipt by the Buyer of the Seller’s invoice.

9.1 Any order which has been accepted by the Seller may only be cancelled by the Buyer prior to delivery and with the prior written consent of the Seller and on terms that the Buyer will indemnify the Seller in full against all losses (including but not limited to loss of profit), costs, damages, charges and expenses incurred (directly or indirectly) by the Seller as a result of such cancellation.
9.2 No Goods delivered to the Buyer which are in accordance with the contract will be accepted for return without the prior written approval of the Seller on terms to be determined at the absolute discretion of the Seller.
9.3 If the Seller agrees to accept any such Goods for return the Buyer shall be liable to pay a handling charge of 10% of the invoice price. Such Goods must be returned by the Buyer carriage-paid to the Seller in their original packaging accompanied by the model number, IMEI number, relevant invoice number and full details of the reason for return. The Seller accepts no liability for returned Goods lost or damaged in transit.
9.4 Goods returned without the prior written approval of the Seller may at the Seller’s absolute discretion be returned to the Buyer or stored at the Buyer’s cost without prejudice to any rights or remedies the Seller may have.

10.1 The Goods shall within 14 days after delivery thereof be inspected and tested by the Buyer. If as a result of defects therein Goods shall fail to work efficiently the Buyer shall lodge with the Seller in writing any claims in respect of defective Goods within 7 days after the conclusion of the said inspection and testing.
10.2 Defects which are not detectable by a careful examination within the said period shall be notified as soon as they are discovered but in any event:
10.2.1 In the cases of “wear parts” not later than 28 days after the delivery of the Goods to the end user.
10.2.2 In the case of items of the Goods other than those listed in sub-clause 10.2.1 hereof no later than 12 months after the delivery of the Goods to the end user .
10.3 The Seller shall make good either by repair or replacement or renewal at its option defects which under proper storage and use appear in the Goods within the time limits set out in sub-clauses 10.1 and 10.2 above and which arise solely from faulty material or workmanship provided that:

10.3.1 The defective Goods are returned to the Seller using the returns label issued by the Seller.
10.3.2 Examination by the Seller of such Goods shall disclose that such defects exist and have not been caused by misuse, neglect, accident, improper storage installation or handling, frost damage or by repair or alteration not effected by the Seller (including the attachment or connection to the Goods of any devices or accessories other than those distributed or officially recommended by the Seller) or non-compliance with the Seller’s operators’ instructions manual.
10.3.3 The Buyer shall pay to the Seller the reasonable cost (as certified by the Seller) of any examination of such Goods as a result of which the Seller shall not be liable under the terms hereof.
10.3.4 The Buyer shall have paid in full all invoices for the Goods supplied by the Seller.
10.3.5 This warranty shall only apply to Goods sold within the U.K and Eire.
10.3.6 The Buyer at all times shall have used in the operation of the Goods only the proper electrical supply voltage, an uncontaminated water supply, and suitable chemicals.
10.3.7 This warranty shall not be effective unless the Seller’s “Warranty Card” is completed and returned to the Seller within 14 days from the delivery of the Goods to the original end-user.

10.4 The Seller’s liability under sub-clause 10.3 hereof shall be in lieu of any warranties and conditions whether express or implied by statute common law or otherwise however, which warranties and conditions are hereby expressly excluded.
10.5 WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, NOTHING HEREIN CONTAINED SHALL OPERATE TO EXCLUDE ANY WARRANTY OR CONDITION IMPLIED BY STATUTE IN THE EVENT OF THE BUYER DEALING AS A “CONSUMER” AS DEFINED BY SECTION 12 OF THE UNFAIR CONTRACT TERMS ACT 1977. IN SUCH A CASE THE BUYER’S STATUTORY RIGHTS ARE UNAFFECTED BY THESE TERMS AND CONDITIONS.
10.6 Save as aforesaid and save in respect of death or personal injury resulting from the negligence of the Seller its Servants or Agents, the Seller shall not be liable for any claim or claims for direct or indirect consequential or incidental injury loss or damage made by the Buyer against the Seller whether in contract or tort (including negligence on the part of the Seller its Servants or Agents) arising out of or in connection with any defect in the Goods or any act, omission, neglect or default (whether or not the same constitutes a fundamental breach of the contract or breach of a fundamental term thereof) of the Seller its Servants or Agents in the performance of the contract.
10.7 The Seller’s obligations contained in this clause shall apply only to the buyer but the Buyer shall not be prevented from having recourse to them solely by reason of the Buyer selling the Goods in the normal course of its business to a third party. Application for transfer to subsequent purchasers of the Goods of the benefit of this warranty for its unexpired period will be considered by the Seller upon submission of a written request.
10.8 The Buyer accepts as reasonable that the Seller’s total liability for any Goods which are defective shall be as set out in these Conditions: in fixing that limit the Seller has had regard to the contract price of the Goods, the nature of the Goods, the use they will receive and the resources available to each party including servicing facilities and insurance cover, to meet any liability.

11 HEALTH AND SAFETY

The buyer’s attention is drawn to the provisions of Section 6 of the Health and Safety at Work Act 1974. The Seller will make available on written request such information as is in its possession to ensure that as far as is reasonably practicable is the Goods are reasonably safe and without risk to health when properly used.

12 INSOLVENCY AND BREACH OF CONTRACT

In the event of any breach of these conditions not being remedied by the Buyer within 30 days of the Seller’s written notice requesting such remedy or upon the Buyer entering into any composition or arrangement with its creditors or passing a resolution for winding up the entering into liquidation (whether voluntary or compulsory) or any similar arrangement or a Receiver is appointed of the Buyer’s assets, the Seller shall be entitled without prejudice to its other rights hereunder to suspend all further deliveries and/or determine the contract or any unfulfilled part thereof and the Buyer shall be responsible for any resulting loss to the Seller.

13 COPYRIGHT

The copyright subsisting or which subsequently subsists in all documents, drawings, specifications, designs, programmes or any other material prepared by the Seller whether readable by humans or by machines shall belong to the Seller absolutely and they shall not be reproduced or disclosed or used in its original or translated form by the Buyer without the Seller’s written consent for any purpose other than that for which they were furnished.

14 PATENTS

Notwithstanding any implied warranty or condition as to title or otherwise in relation to the Goods supplied hereunder, the Seller shall not be liable to indemnify the Buyer in respect of any claim made or threatened against the Buyer by a third party whether by legal proceedings or otherwise based on a right claimed under letters, patent, trade-mark, copyright (whether registered as a design or not) or breach of confidence unless:

14.1 the Seller shall have been promptly notified of the claim or threat and no admissions shall have been made by the Buyer such as would prejudice the defence of any such claim or threat;
14.2 the Goods shall have been designed by the Seller or made to its design and in any event the Seller's liability shall be limited to damages and costs awarded by a court of competent jurisdiction in proceedings conducted in accordance with the wishes of the Seller or such sum as may be paid in compromise of such proceedings with the assent of the Seller.

15.1 Notices – Any notice required to be given hereunder by either party to the other shall be sufficiently given if it is in writing and signed by some person duly authorised by the party giving it and sent by first class pre-paid or recorded delivery post to the last known address of the party to whom notice is to be given and shall be deemed to have been duly served 48 hours from the time of posting and in proving such service it shall be sufficient to prove that the notice was properly addressed and posted in accordance with these provisions.
15.2 Waiver- The waiver by the Seller of any breach of any term hereof shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.
15.3 Severance – Should one clause hereof be invalid the provisions of the remainder hereof shall not be affected and in such case the parties hereto shall co-operate to agree replacement terms which are legally valid in order to achieve as nearly as possible the original intentions of the parties particularly regarding the economic effect of such clause.
15.4 Titles – the titles of the clauses hereof shall not be taken into account in the construction hereof.
15.5 Governing Law – Any contract in which these terms relate shall be governed by English Law and the parties shall submit to the non-exclusive jurisdiction of the English Courts.