A&D TM-2655P Bedienungsanleitung PDF herunterladen (Seite 146)

T e r m s & C o n d i t i o n s

www.proactmedical.co.uk

Proact Medical Limited (The Supplier) Terms and Conditions for the Supply of Goods

1 Interpretation

1.1 Definitions. In these Conditions, the following definitions apply:

Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Conditions means the terms and conditions set out in this document as amended from time to time in accordance with clause 11.6.

Contract means the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer means the person or firm who purchases the Goods from the Supplier.

Force Majeure Event means has the meaning given in clause 10.

Goods means the goods (or any part of them) set out in the Order.

Order means the Customer's order for the Goods, as set out in the Customer's purchase order form, the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be.

Specification means any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.

Supplier means Proact Medical Limited, a company registered in England and Wales under company number 03096460.

1.2 Construction. In these Conditions, the following rules apply:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its personal representatives, successors or permitted assigns.

(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made

under that statute or statutory provision, as amended or re-enacted.

(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written includes faxes and Supplier acknowledged e-mail

2 Basis of Contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specifi-

cation [submitted by the Customer] are complete and accurate.

2.3 The Order shall only be deemed to be accepted when the Supplier issues the first of either a written acceptance of the Order, Delivery Note or Invoice, at which point the Contract shall come into existence.

2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or

on behalf of the Supplier which is not set out in the Contract.

2.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose

of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

2.6 Any quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 Days from its date of issue unless otherwise stated in writing on the quotation.

3 Goods

3.1 The Goods are described in the Supplier's catalogue or on the Supplier’s website, as modified by any applicable Specification.

3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages

and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Sup-

plier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification.

This clause 3.1 shall survive termination of the Contract.

3.3 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

4 Delivery

4.1 The Supplier shall ensure that:

(a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers and the type and quantity of the Goods, including the

code number of the Goods, where applicable.

4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location).

4.3 Delivery of the Goods shall be completed:

(a) where the Delivery Location is a location other than the Supplier’s premises, on the Goods’ arrival at the Delivery Location; or

(b) where the Delivery Location is the Supplier’s premises, on the completion of loading of the Goods at the Delivery Location.

4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure

Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate deliv-

ery instructions or any other instructions that are relevant to the supply of the Goods. Any other liability is only applicable if agreed separately and expressly in writing.

4.6 If the Customer fails to take delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready (where the Delivery Location is the Supplier’s premises) or fails

to accept delivery of the Goods on the date that the Supplier attempts to deliver them (where the Delivery Location is somewhere other than the Supplier’s premises), then, except where such failure or delay is

caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready (where the Delivery

Location is the Supplier’s premises) or at 9.00am on the date that the Supplier first attempted to deliver the Goods (where the Delivery Location is somewhere other than the Supplier’s premises); and

(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7 If 10 Business Days after the day on which the Supplier first attempts delivery of the Goods or notifies that the Customer that they are available for collection (as the case may be) the Customer has not ac-

cepted or taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over

the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

4.8 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment

shall not entitle the Customer to cancel any other instalment.

4.9 In the event that any Goods are damaged in transit, the Customer shall notify the Supplier of the nature of such damage (providing such evidence as the Supplier shall, acting reasonably, require) within

three Business Days of delivery. The Supplier should be under no liability to replace any damaged Goods or refund the price paid for any damaged Goods unless such notification is made within the timescale

referred to above.

5 Quality

5.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery or, if different, such period stated in any applicable Specification (warranty period), the Goods shall:

(a) Conform in all material respects with their description and any applicable Specification; and

(b) be free from material defects in design, material and workmanship.

5.2 Subject to clause 5.3, if:

(a) the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

(b) the Supplier is given a reasonable opportunity of examining such Goods; and

(c) the Customer (when approved to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost after first contacting the Supplier for a Return Authorisation Number

(RAN) which must be clearly marked on any returned goods outer packaging. Failure to use the Supplier’s RAN System will result in any return goods being potentially rejected. See Supplier’s Catalogue for

Returns of Goods Procedure details or call Supplier for further information.

The Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. Any non-defective Goods returned due to ordering error must only be returned when ap-

proved for return by the Supplier and issued with a Return Authorisation Number (RAN). The Supplier reserves the right to refuse such returns and also may apply a minimum 15% restocking fee for any ap-

proved returns. Returns are only accepted and approved if they are in new condition, un-used, complete and with undamaged and un-marked packaging. Once they have been inspected as such by the

Supplier, the Supplier may reject (or offer revised settlement value against) any returned goods that do not meet these requirements even if a RAN has been previously issued.

5.3 The Supplier shall not be liable for Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;

(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good

trade practice regarding the same;

(c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;

(d) the Customer alters or repairs such Goods without the written consent of the Supplier;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(f) the Goods differ from their description or any applicable Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6 Title and risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery

6.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:

(a) the Goods; and

(b) any other goods or services that the Supplier has supplied to the Customer [in respect of which payment has become due].

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) hold the Goods on a fiduciary basis as the Supplier's bailee;

(b) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(e) notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.2; and

(f) give the Supplier such information relating to the Goods as the Supplier may require from time to time,

but the Customer may resell or use the Goods in the ordinary course of its business.

6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.2, or the Supplier reasonably believes that any such event is about to happen and

notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the

Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order

to recover them.

14_NPC_PROCAT_2012 17/03/2015 12:22 Page 9

1 2 ... 141 142 143 144 145 146 147 148 149 150 151 152

Kommentare zu diesen Handbüchern

Keine Kommentare

A&D TM-2655P Bedienungsanleitung Seite 146

Kommentare zu diesen Handbüchern

Verwandte Produkte und Handbücher für Nein A&D TM-2655P