TERMS & CONDITIONS
A.All orders are accepted and executed on the understanding that the Buyer is bound only by these Conditions of Sale. Any other terms and conditions which may have been included in any correspondence between the Buyer and Approach Medical Ltd (hereinafter referred to as ?APPROACH?) shall be treated as excluded and overridden. No variations of these Conditions of Sale shall be binding upon APPROACH unless these variations are in writing and signed by an authorised official of APPROACH.
B. APPROACH is contracting to supply only such devices, equipment, components and accessories (hereinafter referred to as ?goods?) as described in the Order Confirmation.
C. The Buyer shall notify APPROACH in writing within 7 days of receipt by the Buyer of goods which the Buyer considers not to conform with the Order Confirmation. If that notice is not given the Buyer shall be deemed to have accepted the goods.
D. Whilst every effort will be made to ensure that goods supplied under the contract embody the latest relevant specifications APPROACH reserves the right to incorporate different features in goods and to supply goods which therefore may not be strictly in accordance with the specifications required by the Contract.
2. GOVERNMENT CHARGES
Government charges or imposts including customs duty are not included in the price quoted unless so stated in the Order Confirmation.
Installation of any machinery or equipment is not included in the price quoted unless so stated in the Order Confirmation.
4. LIABILITY FOR DELAY
All delivery dates given are estimated in good faith and APPROACH will use all reasonable endeavours to deliver the goods within the stated time but delivery dates are not guaranteed and APPROACH shall not be liable to the Buyer or any third party for any expense, loss or damage arising whether directly or indirectly from any delay or late delivery.
5. FORCE MAJEURE
If APPROACH shall be unable to supply any goods by reason of any cause beyond its control including strike, lockout, fire, explosion, force majeure, accident or delay or suspension of supplies or act of any Government, all obligations of APPROACH relating to the supply of goods shall be suspended and postponed until a reasonable time after the cause preventing the fulfilment of APPROACH?s obligations has ceased.
Subject to the subsequent paragraphs of this condition APPROACH warrants that at delivery the goods will be free from defects in material and/or workmanship and will conform to specifications subject to the qualifications set out in Clause 1(b) and (d) hereof.
The Buyer shall make its own application to any and all relevant authorities for permits or other official approval required for the Buyer to accept and use the goods.
8. CONSEQUENTIAL LOSS
The Buyer and APPROACH agree that the Buyer is to make its own professional evaluation of the suitability of the goods for use in the Buyer?s business. Therefore, to the extent permitted by law, APPROACH shall not be called upon by the Buyer to account for any damage, loss or other claim by the Buyer or any third party resulting from the Buyer?s or third party?s use of the goods.
No photographs, drawings, diagrams or operating manuals supplied by APPROACH shall be reproduced in whole or in part without prior written consent of APPROACH or the owner of the copyright thereto.
Delivery of the goods shall take place as described in the order confirmation and all risk in the goods shall pass to the buyer upon delivery.
11. RETENTION OF TITLE
Notwithstanding delivery of the goods as aforesaid, property in the goods shall not pass to the Buyer until receipt by APPROACH of payment in full of the purchase price.
12. INTELLECTUAL PROPERTY
APPROACH warrants that to the best of its knowledge it is duly authorised by the owner of the Intellectual Property in the goods to distribute the same. However APPROACH shall not indemnify the Buyer against any claims by third parties that the use of the goods by the Buyer is an infringement of the rights of the third party.
13. TERMS OF PAYMENT
A. Unless otherwise agreed in writing payment shall be due 30 days from the date of invoice.
B. Notwithstanding condition 13 (a), APPROACH may, at any time, require the Buyer to make payment in advance of delivery or to advance adequate security for the payment of all amounts due or becoming due.
C. Without prejudice to the right of APPROACH to payment in accordance with the terms of payment specified in13 (a) APPROACH shall at its discretion have the right to charge interest at the rate of 2% per month or part of a month on any amount more than twenty days overdue. Such interest to accrue on a daily basis after as well as before any judgement.
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 instalment.
This contract shall in all respects be governed by English law and subject to the non-exclusive jurisdiction of the English courts.