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The following terms and expressions shall have the following meanings:
"MediProcurement" means MediProcurement (WS) Limited (registered in England & Wales; Reg No 07968760) whose registered address is at Arundel Business Associates Ltd, Old Bank House, High Street, Arundel, West Sussex, BN18 9DA, United Kingdom;
"Customer" means any person, company, NHS body, government body or other legal entity placing an order with MediProcurement;
"Conditions" means these terms and conditions;
"Goods" means the goods and materials which are supplied to the Customer in satisfaction of an Order.
1.1 These Conditions shall apply to all orders received by MediProcurement for the supply of Goods in the United Kingdom. The placing of an order indicates acceptance by the Customer of these Conditions and the Customer accepts them as superior to any other terms and conditions.
1.2 MediProcurement is not obligated to accept or fulfil orders that it receives
1.3 No amendment of these Conditions shall be permitted unless made in writing by a director of the MediProcurement
2.1 Each order for Goods will be deemed to be an offer by the Customer to purchase the Goods upon these Conditions.
2.2 Goods are subject to availability. In the event that MediProcurement is unable to supply the Goods, the Customer will be informed as soon as possible. An alternative may be offered or a refund will be given if MediProcurement has received payment for those Goods.
Customer personnel placing Orders for Goods from MediProcurement warrant that they are authorised to place such an order and in so doing accept these Conditions. The Customer agrees that invoices raised for Goods supplied in good faith on this basis will be paid.
Specifications of Goods will be as set out in the Company's marketing materials. The Company reserves the right to alter specifications of any given product and to withdraw any item or promotion without explanation or notification. For the avoidance of doubt, Customers should confirm specifications with MediProcurement by telephone or email if they are in anyway unsure.
5.1 The price for the Goods will be set out in MediProcurement's latest marketing materials or any specific promotional material it may issue from time to time. MediProcurement reserves the right to change any price without notice or explanation.
5.2 Should the price of an item be incorrectly advertised, MediProcurement will ask the Customer if they wish to proceed at the correct price. If not, or if MediProcurement is unable to contact the Customer, the order will be cancelled. If MediProcurement has received payment for Goods a refund will be given.
5.3 MediProcurement shall be entitled to increase the price for the Goods at any time prior to delivery to take account of increases in labour, overheads or transportation costs.
5.4 Costs of packaging, delivery and any applicable expenses in respect of the Goods, may be added to the price where relevant and required.
5.5 All prices quoted are subject to VAT at the prevailing standard rate. Organisations exempt from VAT must provide a validated certificate otherwise VAT will be charged.
6.1 MediProcurement may at its sole discretion agree to set up a credit account for the Customer.
6.2 MediProcurement will invoice the Customer at the end of each calendar month for Good supplied during that month. Invoice information including but not limited to products purchase and price paid are confidential and cannot be shared with any third party.
6.3 The Customer will pay invoices within 21 calendar days from the date of the invoice.
6.4 MediProcurement accepts payments by cheque, credit/debit card or BACS. Transaction charges may be levied.
6.5 In the event of overdue payment MediProcurement may charge interest at the rate of 4% above the base lending rate as set from time to time by Barclays Banks plc. Interest on the unpaid amount will accrue, compounded on a daily basis, from the date upon which payment was due until payment is made. Until trading relations are normalised MediProcurement will not to fulfil new Orders.
6.6 MediProcurement may require prepayment from new Customers with whom it has no trading relationship.
7.1 Except as otherwise provided in these Conditions, the risk of damage to or loss of the Goods shall pass to the Customer upon delivery of the Goods.
7.2 MediProcurement shall retain ownership of the Goods until payment has been made in full.
7.3 If the Customer fails to make any payment due, executes an assignment for the benefit of its creditors, has a bankruptcy order made against it, enters into voluntary or compulsory liquidation, has an administrative receiver appointed to control its assets, becomes insolvent or suffers any similar action then:
7.3.1 the Customer grants MediProcurement or its appointed agents the right to enter the premises where Goods may be, and to repossess and dispose of any Goods so as to discharge any sums owed by the Customer providing always that the Goods are in a resalable condition, and
7.3.2 the Customer's right to use or dispose of the Goods shall terminate immediately; and
7.3.3 all invoices unpaid in respect of the Goods shall become immediately payable.
7.4 The Goods shall remain at the Customer's risk at all times until MediP has retaken possession of them. The Customer shall insure the Goods against loss or damage.
The Customer shall not resell or supply any of the Goods to any third party. Goods are sold on the condition that they may only be supplied to the public by persons who are authorised and qualified to supply them.
9.1 In the event of a recall of any Goods, the Customer shall provide reasonable assistance to MediProcurement in returning all of the affected Goods covered by the recall
9.2 MediProcurement shall make the arrangements for the collection of the affected Goods.
9.3 In the event MediProcurement is unable to replace the affected Goods it shall provide a credit note to the Customer for full value.
MediProcurement shall be under no obligation to accept cancellation or other amendment to any Order once accepted it has been accepted. Where MediProcurement agrees to any such cancellation or amendment a reasonable collection, cancellation or amendment charge may be levied.
11.1 The Goods shall be delivered to the address provided on the Order and a signature of receipt from the Customer's employee or agent at the same address shall be accepted as proof of the delivery. Any special delivery requirements should be made known when placing the Order and may be subject to additional charges.
11.2 MediProcurement will make every reasonable effort to deliver Orders within the time agreed when it accepts an Order or as part of its general business offering. If, however, MediProcurement or its appointed agents are unable for any reason to fulfil any delivery on the agreed or indicated date, MediProcurement or its appointed agents will have no liability to the customer for direct, indirect or consequential loss by any delay or failure in delivery.
11.3 Any delay in delivery will not entitle the Customer to cancel the Order or to receive a refund of any monies paid unless MediProcurement fails to make the delivery in a reasonable time The customer shall have no other remedy in respect of late delivery.
11.4 Irrespective of any promotional offer or commitment in respect to delivery charges, MediProcurement reserves the right to levy a delivery fee at its discretion
11.5 In the case of special or accelerated deliveries, or any orders that are not to main land UK, a separate charge will be levied and notified to the Customer in advance.
11.6 Goods shipped direct from appointed agents may be subject to additional carriage charges. Any additional charges will be advised prior to the Order being despatched to the Customer.
11.7 If the Customer fails to take delivery of the Goods on the date of delivery MediProcurement will be entitled, to either:
11.7.1 to store the Goods at the risk of the Customer and the Customer shall pay all costs and expenses of such storage and any additional costs of carriage; or
11.7.2 to terminate the Contract with immediate effect and dispose of the Goods as MediProcurement may determine.
11.8 MediProcurement reserves the right to deliver in instalments at its discretion. Each instalment shall be treated as a separate Order and the failure by MediProcurement to deliver any one or more instalments, or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Order as a whole as repudiated.
11.9 The Customer shall indemnify and hold MediProcurement harmless from and against any costs or losses incurred as a result of the Customer's failure to take delivery of the Goods on the delivery date.
11.10 In the event of non-arrival of Goods, the Customer must inform MediProcurement within 14 days of the date of the invoice otherwise no claim can be considered.
12.1 At its discretion MediProcurement may make available to Customers it loyalty point reward scheme. MediProcurement is under no obligation to make the scheme available.
12.2 Loyalty points will be added to the account of qualifying Customers which reflect the level of purchasing
12.3 Loyalty points can be redeemed by the Customer only against future purchases from Medi P,
12.4 Loyalty cannot be converted into cash or other benefits
12.5 Loyalty points remain valid for a full 90 days from the day they are awarded and Customers must redeem the points before 90 days have lapsed. Any loyalty points older than 90 days cannot be used.
12.6 In the event that the Customer legally merges with another practice/clinic changes name, the Loyalty points held by either party can be transferred to the new legal entity
12.7 MediProcurement retain the right to alter or vary the terms of the loyalty rewards scheme without notice.
13.1 The following provisions set out MediProcurement's entire liability (including liability for the acts and omissions of its employees, agents and sub-contractors) in respect of:
13.1.1 any breach of the Contract; and
13.1.2 any representation (other than fraudulent misrepresentation) statement or tortious act or omission (including negligence) arising in connection with the Order.
13.2 Goods are supplied according to the descriptions and specifications given in the information materials of MediProcurement. MediProcurement gives no warranty other than that offered by the manufacturers of the Goods. The Company makes no representation as to the suitability of fitness of any goods for any particular purpose unless. Customers are advised to consult the manufacturers own descriptions and specifications.
13.3 In the event of any claim for any defect, loss, damage or non-compliance MediProcurement's only obligations in respect of such defect, loss, damage or non-compliance shall be to:
13.3.1 make good any shortage or non-delivery; and/or
13.3.2 to replace the items concerned or refund the cost of such Goods to the Customer and any transport costs incurred by the Customer in connection with the delivery of the Goods in question and/or their return to MediProcurement
13.4 MediProcurement shall not be liable for a breach of this warranty where the Goods:
13.4.1 have been altered in any way, or been subject to misuse or unauthorised repair;
13.4.2 have been improperly installed or connected by the Customer;
13.4.3 have been opened, partly used or the seals or labels have been removed or tampered with;
13.4.4 have been damaged by fire, water, smoke or chemicals;
13.4.5 have not been maintained by the Customer as per the manufacturers requirements;
13.4.6 the Customer does not notify MediProcurement of any defects or damage within 5 days of delivery. It is the responsibility of the Customer to promptly check the Goods for quantity and defects following delivery.
13.5 If the Customer fails to give notice in accordance with clause 15.5.7 the Goods shall be deemed to have been accepted and the Customer agrees to pay for the same.
13.6 For any Goods returned under clause 15 or clause 16 MediProcurement will supply return address labels to the Customer. Any credit or refund will only be raised after satisfactorily passing inspection by MediProcurement. MediProcurement accepts no responsibility for Goods whilst in transit back to the Company.
13.7 Where a breakage or damage has occurred (be it deliberate of accidental) the Customer should retain the complete packaging and MediProcurement should be notified immediately.
13.8 No replacements are available whilst goods are exchanged, replaced or repaired.
13.9 Subject to condition 15.12 MediProcurement shall not be liable for any costs, claims, damages or expenses, whether arising out of any tortious act or omission, any breach of contract or statutory duty, of an indirect or consequential nature or that are calculated by reference to profits, income, cost, accruals or loss of profits, income, production.
13.10 Subject to condition 15.12 the aggregate liability of MediProcurement to the Customer for any loss or damage shall be limited to the total invoice price of the Goods excluding VAT.
13.11 Nothing in these Conditions shall operate so as to exclude or in any way limit either party's liability for fraud, or for death or personal injury caused by its negligence, or any other liability that may not be excluded for limited as a matter of English law.
13.12 There is no liability upon MediProcurement in respect of any defect in the Goods arising out of the acts, omissions, negligence or default of the Customer or its appointed agents.
13.13 MediP makes no warranty that use of the Goods does not infringe the rights of any third party and duly accepts no liability in this respect.
14.1 Returns of non-faulty goods will be accepted at the sole discretion of MediProcurement and only with their prior permission. Permission must be obtained within 5 working days from time of delivery. In the event that permission is given then the Customer will be refunded for the Goods in full. MediProcurement is not obligated to accept the return of non-faulty Good.
14.2 Returned non-faulty Goods must be unused, in original packaging and must not be relabeled. Tamper evident seals, if present, must be intact and the Goods must be fit for resale. MediProcurement retains the right not to accept non-faulty good if, in its judgement, they could not be resold.
14.3 The cost of packaging and carriage of non-faulty returned Goods is the responsibility of the Customer. MediProcurement shall, at its discretion, be entitled to impose a handling charge all cancellations, amendments and non-faulty returned Goods.
14.4 Any credit or refund will only be raised after the Goods have satisfactorily passed inspection. MediProcurement accepts no responsibility for Goods being returned in transit.
These Terms and Conditions shall be governed by & construed according to the law of England & Wales.
