Ultraspec Medical

Terms & Conditions

1. Introduction:

1.1.        The following conditions (‘these Conditions’) apply to the sale of any goods, products or services, and to the servicing or repair of Goods supplied, by Splice Cast Limited, (’the Company’) to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any offer or similar document or in correspondence. No alterations or additions to nor exclusion of, any part of these conditions shall be valid in law unless specifically agreed in writing by a Director or authorised employee of the Company. Nothing in the Buyer’s Terms of Purchase shall override, cancel or modify any of these Conditions.

1.2.        By issuing a purchase order, email confirmation or verbal instruction to proceed, the Buyer accepts these Conditions

1.3.        ‘Buyer’ includes buyer, hirer, lessee, owner or any other person who is in charge of Goods supplied by the Company. ‘Goods’ shall include products, services, materials, equipment, spare parts and any other items supplied, serviced, repaired, loaned or hired by the Company.

2. Formation of contract and Legal Ownership:

2.1.        The Order is accepted and a contract formed on issuance of a written order acknowledgement from the Company. Whichever version of these Conditions is current at the date of the Order shall apply.

2.2.        Ownership and title to Goods supplied by the Company shall remain within the Company until:

   2.1.1.   The Buyer shall have paid the price plus VAT in full; and

   2.1.2.   No other sums whatever shall be due from the Buyer to the Company.

2.3.        In the event of non-payment of sums due to the Company from the Buyer by the due date, the Company shall be entitled to enter the Buyer’s premises and to physically re-possess and remove from their goods supplied by the Company for which payment has not been received. It will be assumed that where the Buyer purchases similar Goods from the Company on a regular basis that a stock rotation system has operated and Goods still held relate to invoices still outstanding for which full payment and VAT has not been made.

3. Credit

3.1.        An application for the opening of a credit account with the Company shall be on the basis that the applicant has read and agreed to these Conditions, as amended from time to time.

3.2.        Where the Buyer has an account, payment shall be made by the end of the month following the date of invoice.

4. Buyer’s Default

4.1.        Should the Buyer fail to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

   4.1.1      Cancel the order or suspend any further deliveries to the Buyer;

   4.1.2      Appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and,

   4.1.3      Charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of four percent (4%) per annum above the base lending rate from time-to-time of Barclays Bank Plc., until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

4.2         This condition applies if:

   4.2.1      The Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;

   4.2.2      The Buyer becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;

   4.2.3      An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer;

   4.2.4      The Buyer ceases, or threatens to cease, to carry on business; or,

   4.2.5      The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

4.3         If sub-clause 4.2 above applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Order or suspend any further deliveries without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

5. Specification of Goods

It is the responsibility of the Buyer to examine Goods supplied by the Company and to identify defects which might cause injury or damage. The onus rests on the buyer to ensure that the goods supplied are fit for their intended purpose before use. Illustrations, recommendations, specifications, descriptions, weights and measurements shall be taken by the Buyer as a guide only, and are not binding. The Company reserves the right without notice and without affecting the validity of the Contract to make such changes in material, dimensions and design as are reasonable and desirable. No goods are warranted or guaranteed, expressed or implied unless agreed in writing. Goods will only be accepted for return with copies of original paperwork and in original packaging.

6. Acknowledgements

The Buyer acknowledges and agrees:-

6.1.        That the Buyer has had a reasonable opportunity to inspect the Goods before accepting delivery.

6.2.        That the Buyer has inspected the Goods before accepting delivery.

6.3.        That the Buyer has satisfied itself as to the condition of the Goods before accepting delivery.

6.4.        The Company gives no representation or undertaking, and shall be bound by no condition, warranty, innominate term or other obligation (whether express or implied, and whether imposed or implied by statute, at common law or otherwise) concerning the condition, quality, physical state or attributes, location, origin, fitness or suitability for any purpose, or conformity with description or sample, of the Goods

6.5.        That the entry or inscription of the Buyer’s signature on the Company’s delivery note or delivery company paperwork or manifest on delivery of the goods to the Buyer shall be conclusive evidence that the Buyer has examined the goods and that the goods correspond in every respect with the Goods that the Buyer is entitled to receive under these conditions.

7. Advice, Information & Opinion:

Advice, information and opinion given by any Director, Manager, Employee or Agent of the Company is given without legal responsibility. Any recommendation or suggestion made by the Company relating to the design, legal or IP status, material choice or use of Goods, whether in technical literature or in response to a specific enquiry is made in good faith but it is for the Buyer and user to satisfy himself of the accuracy or validity of advice, information & opinions given prior to acting on it.

8. Limit of Liability:

The Company shall not be liable for direct or consequential damage, injury or loss (including any costs incurred in any recall of the Goods) caused by its Goods or workmanship, design or materials used beyond replacement of the Goods or work on verification of the Buyer’s complaint. The Company shall not be liable for any consequential loss caused by its failure or delay in supplying, servicing or repairing Goods, whether the loss arises from the actions or from the omissions of the Company, its Employees, Agents or Subcontractors.

9. Custom Product Development:

9.1.        Clauses 9.2 to 9.7 inclusive below shall apply where any Goods or Services provided by the Company are supplied to the Buyer’s own specification, description, sample or drawing, or to meet the Buyer’s specific requirements.

9.2.        While the Company’s advice relating to new projects is given in good faith, it is the Buyer’s responsibility to ensure before proceeding with any order that the proposal put forward by the Company (including, without limitation, designs and advice on equipment needed), meets the Buyer’s requirements.

9.3.        The Buyer acknowledges that it is responsible for submitting clear, accurate and complete instructions to the Company and acknowledges that any inaccuracies in the Company’s designs or final product must be notified to the Company promptly on discovery. By making an instalment or final payment to the Company, the Buyer approves all design work submitted to that point.

9.4.        The Buyer acknowledges and agrees that the Company shall have no liability for the use or misuse of the design, the manufactured product or any associated component;

9.5.        All liability in regard to the manufactured product is accepted by the Buyer and the Company will be not be held liable for any subsequent claims for compensation, damages, patent or registered design infringement or other liability made against the customer or their agents or licensees relating to any aspect of the design work or advice given during, before or upon completion of the project.

9.6.        the Buyer indemnifies the Company against all liabilities, costs, expenses, damages and losses (including legal and professional costs and expenses) suffered or incurred by the Company arising out of or in connection with any claim made against the Company of any nature whatsoever, including (among other things) the liabilities referred to in sub-clauses 9.4 and 9.5 above, for death and personal injury, product liability, or product failure, and for actual or alleged infringement of a third party’s intellectual property rights.

9.7.       The Buyer understands and acknowledges that the Company carries no professional indemnity insurance and by engaging the Company, the Buyer accepts this.

10. Deliveries:

Any time named by the Company for the delivery of its Goods is an estimate only, and while every effort will be made to deliver on time, the Company will not be liable for any consequences of a delay in delivery. Claims by the Buyer for damage during transit, shortages or non-delivery must be made to the company in writing within three (3) days of the suggested date of delivery. Despatch or delivery of the goods by the Company to the buyer shall be deemed to be conclusive evidence of the buyer’s acceptance of these conditions, and such acceptance shall take effect notwithstanding any purported prior, contemporary or subsequent notice or incorporation by the buyer of any provision at variance with these conditions.

11. Guarantees:

Guarantees given shall not be applicable outside the United Kingdom unless expressly stated otherwise by the Company in writing. Any guarantee given will be invalidated if the goods supplied by the Company are subjected to misuse or accidental damage after the Buyer has taken delivery of them.

12. Risk Insurance:

12.1. Risk in the Goods and responsibility for insuring the Goods passes to the Buyer on delivery.

12.2. Other goods belonging to the Buyer such as material, components, tooling, moulds, dies, patterns, technical information, and held on the Company’s premises on behalf of the Buyer, shall be deemed to have been insured by the Buyer, and the Company shall not be responsible for any loss in the event of fire or other occurrence on the premises of the Company nor for any consequential damage or loss caused by such an event.

12.3 Where the buyer’s tools, moulds, packaging, material or equipment has not been used within a 2 year period, it is the buyer’s responsibility to remove these from the Company.  After the 2 year period, these will be considered redundant and will be disposed of.

13. Force Majeure

Neither party shall owe or incur any liability under or in connection with, or be deemed to be in breach of, these conditions by reason of any delays in, revisions to, or failures in performance of these conditions that result from circumstances beyond the reasonable control of that party.

14. Intellectual Property Rights

All intellectual property rights in the Company’s Goods supplied shall belong to the Company unless specifically agreed in writing by a Director of the Company.

15. Third Parties

For the purposes of the Contracts (Rights of Third Parties) Act 1999 these conditions are not intended to and do not confer any rights, benefits or privileges on any person who is not a party to these conditions.

16. No Waiver

No inaction, omission, failure or delay by the Company in exercising or securing the enforcement or validity of any right, power, privilege or demand arising under or in connection with these conditions, and no single or partial exercise of any such right, power, privilege or demand shall impair the existence, operation, content, effect and enforcement of the said right, power, privilege or demand, or operate as a waiver of it.

17. Assignment

The Buyer may not assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of their rights and obligations under these conditions without the prior written agreement of the Company.

18. Severance

If any provision of these conditions is prohibited by law, or is determined by any court of law or other binding adjudicatory authority or conceded by the parties to be unlawful, void or unenforceable, the provision shall to the extent required and as far as possible, be severed from these conditions and rendered ineffective without modifying the remaining provisions of these conditions and shall not in any way effect any other particular provisions of these conditions or the validity or enforcement of these conditions generally.

19. Notices

Notices shall be served on the Company at its registered office address. Notices shall be served on the Buyer at the address given in the Purchase Order (or otherwise, the address used by the Buyer in correspondence between the parties).

20. Entire Agreement:

These conditions constitute the entire understanding between the Company and the Buyer with respect to the subject matter covered by these conditions and supersedes all previous agreements and understandings between the parties.

21. Law and Jurisdiction

The validity, construction and performance of these conditions and of all other rights and liabilities arising in connection with these conditions shall be governed by English law and shall be subject to the exclusive jurisdiction of the courts of England & Wales, to which the parties submit.