Glen Dimplex Medical – Terms and Conditons
In these conditions, unless the context requires otherwise:
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
“Buyer” means the company, firm, body or person purchasing the Goods.
“Goods” means the goods which are the subject matter of the Order.
“Conditions” means the terms and conditions set out in this document
“Contract” means a contract between the Company and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.
“Order” means a purchase order in respect of the Goods issued by the Buyer to the Company.
“Company” means GLEN DIMPLEX HOME APPLIANCES LTD whose registered office is at Stoney Lane, Prescot, Merseyside L35 2XW .
“Force Majeure Event” means an event or circumstance beyond a party’s reasonable control.
a. 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.
b. 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.
c. A reference to writing or written includes faxes and emails.
1. BASIS OF CONTRACT
1.1 The Buyer’s Order (in whatever manner communicated) to the Company is an offer to enter into a Contract upon these Conditions. The Buyer is responsible for ensuring that the terms of the Order are complete and accurate.
1.2 Acceptance occurs and a Contract is formed only when the Company accepts the Order by issuing a written acceptance of the Order.
1.3 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing
1.4 All terms and conditions appearing or referred to in the Order or otherwise stipulated by the Buyer at any time shall have no effect and the Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Buyer that is inconsistent with these Conditions
1.5 Any variation of the Contract must be confirmed in writing by the Company.
1.6 The Company’s quotations are not binding on the Company. Where Goods are to be supplied from stock, such supply is subject to availability of stocks at the date of delivery.
2. PRICE AND TERMS OF PAYMENT
2.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Company’s published price list in force as at the date of delivery.
2.2 The Company reserves the right to amend prices quoted on its price list at any time. The price payable for the Goods shall be the ruling price as published in the price list at the time when the Buyer’s Order is made. Changes to the prices quoted will not affect any Buyer’s Order that has already been made.
2.3 There shall be added to the price for the Goods any value added tax and any other tax or duty thereon.
2.4 The Company may also, by giving notice to the Buyer at any time up to 2 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
a) any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
b) any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered; or
c) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate or accurate information or instructions.
2.5 The price of the Goods excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Buyer
2.6 Subject to credit being approved, accounts are due for payment as shown on the face of the invoice: otherwise payment must be received in cleared funds by the Company before delivery. Payment shall be made to the bank account nominated in writing by the Company. Time for payment shall be of the essence.
2.7 If the Buyer does not pay upon the date when payment is due the Company shall be entitled to charge interest on the amount outstanding after and before judgment from the date due until payment is made at the rate of 3% above the base rate of National Westminster Bank Plc. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
2.8 The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Company to the Buyer
3. TITLE AND RISK
3.1 The Goods are at the risk of the Buyer from the earlier of A) the time of collection by customer or customer’s representative or B) the time of delivery and at the point the goods are first unloaded at the Customer’s nominated delivery point.
3.2 Title to Goods shall remain with the Company until payment in full (in cash or cleared funds) has been received by the Company for those Goods and of any other monies due from the Buyer to the Company on any account. The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company. The Company may, at any time, appropriate sums received from the Buyer as its thinks fit notwithstanding any purported appropriation by the Buyer.
3.3 Until title to the Goods passes to the Buyer under condition 3.2 the Buyer shall hold the Goods on a fiduciary basis as the Company’s Bailee, keep the Goods separately and readily identifiable as the property of the Company, not destroy, deface or obscure any identifying mark on or in relation to the Goods, not attach the Goods to real property without the Company’s consent and maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company.
3.4 The Buyer may resell the Goods before ownership has passed to it solely on the condition that any sale shall be effected in the ordinary course of the Buyer’s business at arm’s length and any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale. Goods shall be deemed sold or used in the order delivered to the Buyer.
3.5 The Buyer’s right to possession of the Goods shall terminate immediately if the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed over its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer, or the Buyer is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade (each an “Insolvency Event”), or any event analogous to an Insolvency Event occurs in respect of the Buyer in any jurisdiction in which it is situate, or the Buyer encumbers or in any way charges any of the Goods.
3.6 The Buyer grants the Company, its agents and employees an irrevocable license at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
3.7 At any time before title to the Goods passes to the Buyer (whether or not any payment to the Company is then overdue or the Buyer is otherwise in breach of any obligation to the Company) the Company may (without prejudice to any other of its rights) retake possession of all or any part of the Goods or require delivery up to it of all or part of the Goods.
No cancellation of any order from the Buyer can be accepted without prior written agreement of the Company and if the Company Provides written agreement to cancellation any and all costs and expenses incurred by the Company in disposing of the Contract Shall be paid by the Buyer.
5.1 The Company shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Company notifies the Buyer that the Goods are ready.
5.2 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
5.3 Dates for delivery of the Goods are approximate only and unless otherwise expressly stated time is not of the essence for delivery or performance. Whilst the Company will do its utmost to keep any stated dispatch or delivery date it will not be liable in any circumstances for the consequences of any delay in delivery
5.4 The Company shall not be liable for delay in delivery or failure to make delivery of any Goods due to any Force Majeure Event including but not without prejudice to the generality of the foregoing: war, riot, rebellion, revolution, strikes, lockouts, breakdown of plant, failure of any supplier to provide goods to the Company, act of Company, act of government or other laws, regulations, rules or decrees, or the Buyer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.5 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
5.6 Notification of non-delivery of any Goods must be made to the Company within seven days of the date of dispatch and any complaints relating to defects which would be immediately apparent on inspection must be lodged with the Company in writing within three days of receipt of the Goods.
5.7 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these conditions or any claim by the Buyer in respect of any one or more instalment shall not entitle the Buyer to treat the contract as a whole as repudiated.
6.1 If the Company is asked for advice as to the suitability of any product such advice will be given to the best of the Company’s or its officers’ ability and in good faith. Such advice is only given on the express condition that the Company is exempt from liability for failure in performance or any loss resulting directly or indirectly from such advice.
6.2 Subject to the other terms in this clause 6 and the Contract generally, if within the products warranty period, after delivery a material defect in the Goods shall be discovered and the Buyer notifies the Company within 14 days after discovery of such defect giving particulars including
” The product code for the Goods;
” The serial number of the Goods
” A copy of the original invoice or delivery note
” An indication of the fault or problem
” The address and location of the Goods
and either at its own expense and risk returns the Goods to the Company or (at the Company’s sole option) permits the Company to collect or to inspect the same, the Company warrants that it will (at the Company’s choice) either repair or replace any Goods which are accepted by the Company as being defective or not in accordance with the Contract or any express description or representation given or made by or on behalf of the Company in respect of the Goods.
6.3 In the event that any customer of the Buyer shall submit a claim (other than the return of defective or faulty Goods as referred to above) relating to Goods supplied by the Company the Buyer shall forthwith notify the Company of such claim in accordance with clause 6..2 and shall not settle such claim without prior reference of the matter and agreement of such settlement by the Company.
6.4 The warranty in clause 6.2 does not apply to Goods or parts of Goods deemed consumable including but not exclusively to the following list (for a full list please visit our websites)]:- Consumable items such as batteries, light bulbs and light tubes, fuses, pens, recording paper, printer cartridges, are not covered under the manufacturing guarantee. Items covered for a period of 12 months from the date of purchase include door seals/gaskets, locks and keys, feet, wheels or castors, shelves and supports, drawer fronts or compartment flaps, power leads and plugs, Door handles, Door seals, Locks and Keys.
6.5 The warranty in clause 6.2 covers appliances installed in the UK mainland and Ireland, excluding Highlands, Islands of Scotland, Isle of Wight and Isle of Mann.
6.6 The warranty in clause 6.2 is limited to parts only in respect of non UK or offshore products and products installed in the Highlands, Islands of Scotland, Isle of Wight and Isle of Mann. It is the Buyer’s responsibility to ensure a suitably qualified representative attends to carry out repair. The Company will not cover the cost of said representative.
6.7 The Company shall not be liable for the Goods’ failure to comply with the warranty set out in Clause 6.2 in any of the following events:
(a) any further use is made of such Goods after notice is given in accordance with Clause 6.2;
(b) a failure to follow the Company’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 has not been followed;
(c) the Goods having been altered or repaired without the written consent of the Company;
(d) fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; misuse, inadequate cleaning, failure to de-scale, accidental damage, modification, incorrect or failed services to the unit, failure to follow the Company’s instructions, abnormal storage or working conditions, or adjustment of parameter settings which are only accessible through a maintenance programme without the prior knowledge of the Company.
(e) Parts having been used which are not manufactured or supplied by the Company
6.8 These Conditions shall apply to any repair or replacement Goods supplied by the Company.
6.9 Installation or disconnection is not covered by the warranty in clause 6.2.
6.10 If the unit is damaged outside of 72 hours of delivery from the Company, the Company will view the damage as the Buyer’s responsibility. The Company may offer a repair or replacement; the Company reserves the right to charge for replacement and/or inspection.
6.11 The Company reserves the right to charge the Buyer, if the product is subsequently found not to be faulty, or any fault present falls outside the scope of the warranty in clause 6.2 as a result of one or more of the exclusions listed above. Charges will be made at the Company’s normal service rates and any other associated costs incurred by Company in respect of inspection and subsequent repair or disposal of Goods that falls outside the scope of the warranty in clause 6.2.
6.12 If no fault is found or the fault is intermittent and not witnessed by a Company engineer, and the Buyer still wishes to have the appliance replaced, the Company reserves the right to charge for the replacement and/or repair.
6.13 The Buyer’s remedies in respect of any claim under clause 6.2 or any condition or warranty implied by law to any other claim in respect of the Goods or any workmanship in relation to them (whether or not involving negligence on the part of the Company) shall, in all cases, be limited to the repair or replacement of the Goods or as aforesaid.
6.14 All warranties, conditions and other terms implied by statute or common law save for the Company’s liability for:
a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
b) fraud or fraudulent misrepresentation;
c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
are, to the fullest extent permitted by law, excluded from the Contract.
6.15 Subject to condition 6.14 the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price and the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract including those attributable to loss of or damage to vaccines and/or medicines
6.16 A claim in respect of any Order or any part of it shall not entitle the Buyer to cancel or refuse delivery of or payment for any other Order, delivery or instalment or any part of the same Order, delivery or instalment.
7. HEALTH AND SAFETY AND THE ENVIRONMENT
7.1 All goods are supplied by the Company to the Buyer with appropriate safety, operating and fitting instructions relating to the fitting and installation of Goods. Certain goods are supplied accompanied by written recommendation from the Company that they should only be fitted or installed by expert and skilled workers and it shall be the responsibility of the Buyer to ensure that where Goods are sold on to a third party they are accompanied by all appropriate safety and fitting instructions.
7.2 Where the Buyer fits and install the Goods itself it shall ensure that the contents of all the safety, operating and fitting instructions are specifically drawn to the attention of its employees.
7.3 The Buyer hereby undertakes to take such measures as:
(a) are communicated in writing to the Buyer by the Company; and/or .
(b) are sufficient to ensure, so far as is reasonably practicable,
that the Goods will at all times be safe and without risk to health and/or the physical environment when properly used. In this regard the Buyer accepts that the Goods shall not be regarded as properly used when they are used without regard to any relevant information or advice relating to their use which is communicated to the Buyer by the Company.
7.4 The Buyer shall indemnify and keep indemnified the Company in respect of all claims, actions, proceedings, costs, expenses, loss or damage (whether direct, indirect, economic or consequential) including without prejudice to the generality hereof any monetary penalty or fine in respect of or in connection with the Goods arising out of any one or more of the following:
(a) Under the Health and Safety at work Act 1974 as amended or any regulations orders or directions made thereunder or any applicable equivalent legislation applicable outside the UK
(b) Resulting from any breach of the Buyer’s obligations under this clause 7.
(c) Under the Consumer Protection Act 1987 or any statutory replacement thereof or any applicable equivalent legislation applicable outside the UK in respect of Goods which were not defective at the time when they were supplied to the Buyer.
(d) The Pollution Prevention and Control Act 1999 as amended or any regulations orders or directions made thereunder or any applicable equivalent legislation applicable outside the UK . in this regard the Buyer should take note that there are restrictions on the disposal of electrical products or products containing compressed gases in most jurisdictions.
8.1 If any Insolvency Event occurs in respect of the Buyer, or any event analogous to an Insolvency Event occurs in respect of the Buyer in any jurisdiction in which it is situate, or if the Buyer shall commit any breach of any part of the Contract, the Company may, without prejudice to its rights and remedies under these conditions, stop all Goods in transit and suspend further deliveries and by notice to the Buyer may terminate the Contract immediately.
8.2 On termination of the Contract for any reason the Buyer shall immediately pay to the Customer all of the Company’s outstanding unpaid invoices and interest
8.3 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination
8.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect
9.1 All technical data is subject to modification or correction without notice. Typographical and clerical errors in any material or sales documentation issued or published by the Company are subject to correction
9.2 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.
9.3 The invalidity, illegibility or unenforceability of any provision of these conditions shall not affect the other conditions
9.4 No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
9.5 A person who is not party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of the Contract. This condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
9.6 The Contract between the Company and the Buyer shall be deemed to have been made in England and shall be governed in all respects under the provisions of English Law. The parties hereto submit themselves to the non-exclusive jurisdiction of the English courts.