1. General 

1) All quotations are made and all orders are accepted subject to the following conditions. The Company has drawn up these conditions of sale in the light of the Unfair Contract Terms Act 1977 and considers them to be fair and reasonable and its prices are based on contracts made on these conditions. If the Customer considers these terms to be unreasonable, the customer must inform the company in writing before any contract is made, otherwise the customer will be deemed to have accepted that the Company’s Conditions are fair and reasonable.

2) All conditions of the Customer or other conditions whatsoever are excluded from the contract or any variation thereof, unless expressly accepted by the company in writing.

These conditions shall also apply mutatis mutandis to the supply of repaired or replacement goods by the Company in compliance with any obligation to replace defective goods arising hereunder. 

3) Quotations shall only be available for acceptance for a maximum period of 30 days from the date thereof (unless specifically stated in writing by the company) and may be withdrawn at any time by written or oral notice. 

4) If any statement or representation has been made to the customer, other than in the documents enclosed with the Company’s quotation, upon which the customer relies, the customer must set out that statement or representation in a document to be attached to or endorsed on its order in which case the Company may seek clarification and/or submit a new quotation. 

5) All goods tailored to Customer specification are subject to a 10% non-refundable deposit on placement of the Order. 

2. Prices  

1) All prices are quoted nett ex. works and are subject to fluctuation in the event of increased costs. 

2) In the event of any design alteration being required by the customer in design specifications or quantities the Company shall be entitled to make an adjustment of the contract price corresponding to such alteration. 

3. Delivery 

1) Time for delivery is given as accurately as possible but is not guaranteed. The customer shall have no right to damages or to the cancel the order for failure for any cause to meet any delivery time stated. 

2) Date of delivery shall in every case be dependant upon receipt of final instructions or approvals being obtained from the customer. Alterations by the Customer in design specifications or quantities may result in delay in delivery. 

3) The Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery but shall be under no obligation to do so 

4. Risk and Title 

1) Risk shall pass to the Customer when the goods or parts thereof leave the premises of the company notwithstanding that the company may arrange for delivery. 

2) (a) Title in the goods shall pass to the Customer only when payment in full has been made under the contract and the customer shall permit the servants or agents of the company to enter on to the Customer’s premises  and to repossess the goods at any time prior thereto.

 (b) The Customer shall only be at liberty to resell the goods purchased from the company prior to the passing of title on the understanding that if it does resell the goods then it will hold on trust for the Company so much of the proceeds of sale received by it under contracts which include any of the goods hereby sold either in their original or altered state as are necessary to discharge payment in full to the Company. 

5. Cancellation 

Cancellation will only be agreed to by the company on condition that all costs and expenses incurred by the company up to the time of cancellation and all loss or profit and any other loss or damage resulting to the company by reason of such cancellation will be reimbursed by the Customer forthwith 

6. Terms of Payment 

1) Unless otherwise agreed by the Company in writing the terms of payment for the goods shall be net monthly and due payable by the customer 30 days from date of invoice. 

2) All accounts are payable to the Company’s Trading address

Unit 2 Tile Trading estate Dewhurst Road Bamber Bridge Preston Lancs. PR5 6BB 

3) No dispute arising under the contract nor delays beyond the control of the customer shall interfere with prompt payment by the Customer 

7. Shortages and Defects Apparent On Inspection 

1) The Customer shall have no right or claim for shortages or defect apparent on inspection unless: 

a) The Customer inspects the goods immediately on arrival at its premises and

b) a written complaint is made to the Company within seven days specifying the shortage or defect and

C) the Company is given an opportunity to inspect the goods and investigate any complaint before any use is made of the goods 

If a complaint is not made to the Company as herein provided then the goods shall be deemed to be in all respects in accordance with the contract and the Customer shall be bound to the contract and the Customer shall be bound to pay for the same accordingly and in such circumstances Condition 8 (6) hereof shall not apply. 

2) Whether or not the Company arranges delivery the Company is no way responsible for delivery of the goods and is no way liable for loss or damage in transit which must be made by the Customer against the Carrier in accordance with the Carrier’s conditions. 

8. Guarantee 

1) Subject to the other provisions of these conditions the conditions and warrants contained in Sections 12-15 of the Sales of Goods Act 1983 are to be implied in this contract. 

2) Save in relation to consumer sales, no representation or warranty is given as to the suitability or fitness of the goods supplied by the company other than those described in the Company’s literature concerning the Goods current at the date of sale. 

The Company shall be under no liability in respect of any loss or damage whatsoever arising from any use of the Goods not strictly in accordance with its instructions recommendations and specifications and in accordance with the best medical practice. 

3) The Customer shall have no claim or set –off in respect of defects not apparent on inspection at the time of delivery unless:

a)  a written complaint is sent to the Company as soon as the defect is noticed and no use is made of the goods thereafter or alteration made therto by the Customer before the Company is given an opportunity in accordance with sub paragraph 4) of this Condition to inspect the goods. 

b) the complaint is sent within one month of the date of despatch by the Company as specified by the Company’s despatch note.  

 4) The Customer shall not be entitled to any claim or set-off in respect of any repairs or alterations undertaken by the Customer without the prior written consent of the Company, nor in respect of any defect arising by reason of fair wear and tear or damage due to misuse. 

5) The Company may within 15 days of receiving such a written complaint inspect the goods and the Customer if so required by the Company shall takes all steps necessary to enable the company to do so. 

6) In the event of the condition of the goods being such as might or would (subject to these conditions of sale) entitle the Customer to claim damages, or to repudiate the contract (whether or not apparent on inspection), the Customer shall not then do so but shall first ask the Company to repair or supply satisfactory substitute goods and the Company shall thereupon be entitled at its option, to repair or substitute goods free of cost within a reasonable time. If the Company does so repair the goods or supply satisfactory substitute goods the Customer shall be bound to accept such repaired / substitute goods and the Company shall be under no liability in respect of any loss or damage whatsoever arising from the initial delivery the defective goods or from the delay before the defective goods are repaired or the substitute goods are delivered. 

9. Liability 

1) Save where the Company is shown to have failed to exercise reasonable care in the manufacture and/or supply of the goods and such failure results in death or personal injury the Company shall not be liable in respect of claims arising by reason of death or personal injury. Further under no circumstances whatsoever

shall the Company be liable for consequential loss, loss of profits or damage to property and the Customer shall fully indemnify the Company from and against all loss, damage, demand claims, actions and proceedings which are incurred by the Company or threatened, demanded, brought or made against the Company by any person, firm or company or government in respect thereof, together with all costs and expenses incurred in relation thereto. 

10. Confidential Information 

1) All drawings documents and other information  supplied by the Company is supplied on the express understanding that the Customer will not without written consent of the Company: 

a) give away, loan, exhibit or sell any such drawings or extracts therefrom or copies thereof. 

b) use them in any way except in connection with the components for which they are issued. 

11. Customer’s Drawings 

1) The Customer shall be solely responsible for the accuracy of all drawings, advice and recommendations given to the Company by the Customer either directly (e.g. as part of a main contract document) or indirectly or by the Customers own advisers or consultants. Examination or consideration by the Company of such drawings advice or recommendations shall in no way limit the Customer’s responsibility hereunder unless the company specifically agrees in writing to accept responsibility. 

2) The Customer shall indemnify the Company from and against all, claims costs and proceedings which arise due to the manufacture of components to the drawings and specifications of the Customer where such drawings and specifications shall be at fault or where it is alleged they involve an infringement of a Patent Registered Design Copyright or Design Copyright or other exclusive right. 

12. Data 

Illustrations and specifications set out in the sales literature of the Company are statements of opinion, and are provided for Information only and form no part of the contract. 

13. Sub-Contractors 

The Company shall be entitled to appoint one or more sub-contractors to carry out all or any of its obligations hereunder. 

14. Insolvency 

If the Customer shall become bankrupt or insolvent or compound with creditors or proceedings are commenced for the liquidation of the Customer (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or if a Receiver or Manager is appointed of all or any part of its assets or undertaking the Company shall be entitled to cancel the contract in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to the Company 

15. Force Majeure 

The Company shall be under no liability for any delay, loss or damage caused wholly or in part by Act of God governmental restriction condition or control or by reason of any act done or not done pursuant to a trade dispute whether such dispute involves the Company’s servants or not by reason of any other act matter or thing beyond the reasonable control of the Company. 

17. Legal 

The contract shall be governed and interpreted exclusively according to the Law of England and shall be subject to the jurisdiction of the English Courts only.