Repton Medical (Hereinafter referred to as “the Company”) Terms and Conditions of Sale:
1. APPLICATION OF CONDITIONS.
No conditions or stipulations in or attached to the Buyer’s form or order which are inconsistent with the Company Terms and Conditions of Sale or which purport to add to or modify them in any way shall have any effect unless expressly accepted in writing by the Company. In the absence of such acceptance by the Company the Buyer shall be deemed to have withdrawn or waived his said conditions or stipulations and to contract solely on the basis of the Company’s Terms and Conditions of Sale. The Company’s separate Ordering Procedure is an inclusive part of the Company’s Terms and Conditions of Sale and is available on request and to download on the Company’s website (www.reptonmedical.co.uk).
A quotation refers only to the enquiry to which it specifically relates and must be mentioned upon any order placed. It must be considered as withdrawn at the expiration of 30 days from its date unless otherwise stated therein or unless it has been previously withdrawn by the Company in writing.
3. ACCEPTANCE OF ORDER.
All quotations are subject to confirmation by the Company on receipt of Buyer’s official order and no contract shall be concluded until goods have been dispatched by the Company.
4. CANCELLATION, SUSPENSION OR VARIATION OR ORDERS.
No cancellation, suspension or variation of any order shall be effective unless in writing and until accepted by the Company and such acceptance will be given only subject to adequate compensation for costs incurred in connection with the order. Any extra costs incurred by the Company owing to lack of instructions or mistaken instructions from the Buyer shall be added to the quotation price and paid for accordingly. The Company reserves the right to refuse to accept any cancellation of an order and, in particular, no cancellation will be accepted on orders for goods made to special requirements or not normally stocked by the Company if the manufacture or obtaining by the Company of such goods is in process or has been completed.
(a) RETURNS POLICY
i.FAULTY PRODUCTS: Any product that is not working as the manufacturer intended can be replaced for a like for like product and must be returned to Repton Medical at the customer’s expense. This does not include products that have been in use for a long period of time or whose warranty has expired. Before the replacement is sent out, Repton Medical will perform an inspection of the returned product and if it is deemed to be working correctly, no replacement will be provided. Repton Medical will cover carriage costs of the replacement but will not cover the cost of returning products that are discovered to be in good working condition.
ii. INCORRECT PRODUCTS: If there has been an error on the production line and you have received the incorrect products, Repton Medical will arrange with its own designated courier to collect the incorrect item from you. If you prefer a specific time/date for collection, please make Repton Medical aware as we will not be held responsible for a failed collection (where the customer has not been available when the courier arrives). If this occurs, the customer must send the product back at their own expense. Once the product is received by Repton Medical the correct product will be sent in its place. Notification of shortages or incorrect shipment must be made within 7 days of receipt of goods or it will be assumed that all products were received correctly. No exchanges will be given after this date.
(a)STOCK PRODUCTS: Repton Medical reserves the right to reject the return of any unwanted item. Contact our team for details.
Any returns taken will be for Customer Credit only, Repton Medical will not return payment for products that were supplied as requested. No credit will be issued for products purchased over 2 months from the original invoice date.
Repton Medical will also refuse unwanted products if they have been opened or used in any way. Any product returned must be in new, saleable condition and in its original packaging. Product that has come into contact with a patient or resident may not be returned due to infection control regulations.
The customer will be responsible for carriage costs when shipping products back. Repton Medical does not accept responsibility of products returned to them without their knowledge. Products returned without Repton Medical’s knowledge will be kept on their premises but not necessarily in a secure area.
(b) CUSTOMISED PRODUCTS: No returns will be accepted for products that have been customised or made specifically for the customer according to their instructions or request. Replacements will be available if the product is not customised to the agreed specifications.
iv. SPECIAL ORDER: If Repton Medical has ordered and shipped in products from outside the UK at the special request of the customer, no returns will be accepted under any circumstance.
v. RETURNS FEE: For orders of £500 and above, in the event of Customer Credit being provided, there will be a returns fee of 10% to cover administration costs. This value will be removed from the customer’s credit amount.
vi. CARRIAGE COSTS: In the event that Repton Medical provides a refund or Customer Credit, the cost of delivery will not be refunded.
5. LIMITS OF ORDER.
A quotation or an acceptance of order includes only such goods, accessories and work as are specified therein and unless otherwise stated, the Buyer assumes responsibility for the capacity and suitability of the goods for his purpose.
(a) All prices are quoted subject to revision or withdrawal without notice.
(b) All prices in respect of orders for forward delivery are subject to the Company’s right to increase them if they are affected by general increases in cost of labour or raw material or other unforeseen causes.
(c) All goods will be charged for as per quotation or at prices current at the time of dispatch if affected by general increases in cost of labour or raw materials or other unforeseen causes and all orders are accepted by the Company on that understanding.
(d) All prices quoted are “ex Works” unless otherwise agreed and packing will be charged for, but all cases and crates returned to the Company carriage paid and in good condition within 10 days of dispatch thereof by the Company will be credited in full.
(e) All items quoted “ex-Stock” are subject to prior sale.
Goods manufactured by the Company are carefully inspected and, where practicable, submitted to standard tests before dispatch. If special tests or tests in the presence of the Buyer or his representative are required, these unless otherwise agreed, will be carried out at the Company’s works and will be charged as an extra. In the event of any delay on the part of the Buyer in attending such tests after seven days notice, the test shall proceed and the requirement shall be deemed to have been met.
Any tools which the Company may construct or acquire specifically in connection with any order, notwithstanding any charges the Company may make for them, shall be and remain the Company’s property and on the Company’s possession and control. If for two consecutive years no orders are received from the Buyer for products to be made with such tools the Company may make such use thereof as it desires, or otherwise dispose of them without liability to the Buyer.
Any date or period of time stated in a quotation is an estimate and shall date from receipt by the Company of definite instructions to proceed together with the necessary information and completed drawings or patterns, if these are to be supplied by the Buyer. The Buyer shall be bound to accept the goods ordered whether available on or after the date of the termination of the period of time stated. The Company undertakes to make every endeavour to adhere to dates given but accepts no liability for failure to do so or for any delays occasioned by strikes, lockouts, trade disputes or other labour troubles, non-availability of materials defaults of subcontractors war, riot, restraint of Government, fire, accident, stoppage or interference with transport, or other contingencies beyond the Company’s control nor shall such failure be deemed to be a breach of the Contract.
10. PART DELIVERIES.
Repton Medical reserves the right to part-deliver an order unless instructions to the contrary are given in writing.
If the Company does not receive forwarding instruction within ten days after the date of notification that the goods have been tested or are ready for dispatch the Buyer shall take delivery or arrange for storage. Otherwise the buyer shall be liable to the Company for a reasonable charge for care and custody of the goods and the goods shall be invoiced and paid for as if they had been dispatched.
12. DAMAGE IN TRANSIT.
The Company may decline to entertain claims for goods damaged in transit unless such damage is reported by separate notice in writing to the Company within three days of receipt of goods by the Buyer and the goods have been signed for as “not examined”. In the event of non-delivery, no claims can be entertained unless a separate notice in writing of such non- delivery reaches the Company within 7days of dispatch. In the case of goods for shipment abroad the Company shall not be responsible for the loss, damage or deterioration from whatsoever cause arising to goods beyond the point of shipment.
The following warranty is given in lieu of and to the exclusion of any other warranty or condition either expressed or implied by statute or otherwise. All goods manufactured or supplied by the Company are warranted free from defect in workmanship or material when subjected to normal conditions of use but there are no warranties, express or implied, which extend beyond warranties set forth above. Repton Medical makes no warranty of merchantability or fitness for a particular purpose with respect to the products or parts thereof. Goods delivered hereunder which shall be considered to be defective in workmanship or material and returned by the Buyer within the product’s specific warranty period (this does not apply to disposable or consumable goods) taken from date of delivery carriage paid will, if found to be defective on investigation by the Company, at the Company’s discretion be replaced or repaired free of charge and returned to the Buyer with carriage paid in Great Britain. Some items have specific Warranty conditions which apply as specified by the Company. The Company accepts no liability whatsoever in respect of defects caused by incorrect installation, accident, misuse, neglect or wear and tear, and any attempt to strip, repair or modify any unit prior to return to the Company will invalidate the warranty. Any goods supplied or work done in remedying defects shall not extend the Company’s liability under this clause beyond the time stipulated above. At the expiration of such time all further liability on the Company’s part shall cease. Any consequential damage arising from defects, faulty materials or workmanship in any goods supplied by the Company shall not extend the Company’s liability in any way whatsoever.
Any performance figures quoted by the Company are based upon experience and are such as would be expected on test. Goods submitted to performance tests shall satisfy the Company’s or Manufacturer’s standard test Schedules, copies of which may be obtained on request. Special test requested by the Buyer can be carried out, subject to written negotiations between the parties.
(a) All invoices are NETT and no settlement discount is allowed unless otherwise specified.
(b) Accounts are payable on receipt unless written credit terms are specifically offered.
(c) No special terms of payment shall be operative unless confirmed in writing by the Company.
(d) The Company reserves the right to suspend delivery in respect of any order from time to time if any account has not been paid when due.
(e) Repton Medical reserves the right to apply Daily (or pro-rata) compound interest at the Bank of England Interest Rate plus 2% to any invoice, underpayment or Credit or Debit Card Payment greater than 5 days overdue against stated settlement terms.
(f) General: Notwithstanding delivery of the goods, we will still own them until you have paid in full for them in accordance with this contract and until all money owed by you to us pursuant to any other contract between us has been paid in full.
(g) Sale of the goods: You are allowed to sell on the goods in the ordinary course of your business and if you do, title to the goods sold will pass to the person who buys them from you on delivery to them. If you sell the goods to a third party before you have paid for them then you will hold the proceeds of that sale on trust for us pending payment. We will have the right to require you to direct the third party to pay the money they would have paid to you directly to us instead and at our request you will assign to us rights or claims you have against your customers in relations to the goods.
(h) Storage: Goods which are in your possession will be held by you as bailee. You must keep the goods separate and clearly identified as our property until you have paid for them.
(i) Insurance: After delivery and until payment you must keep the goods fully insured. If the goods are lost, destroyed or damaged then you must hold the proceeds of the insurance for and to our order pending payment. If the goods are so damaged you are not entitled to delay paying us until the insurer of the goods has paid you.
(j) Recovery of goods: We may enter your premises without notice and recover the goods, which have not been paid for in full. As between you and us, this sub-clause constitutes your authority for us to enter the premises of any other person holding the goods on your behalf and on whose property the goods may be and remove the goods.
(k) ROMALPA Clause applies – any goods or services supplied by the Company to the Buyer shall remain property of the Company until respective payment has been received in full by the Company.
In addition to any time to which it may be statute or otherwise be entitled, the Company shall, in the event of the Buyer’s insolvency be entitled to a general lien on all goods or property belonging to the Buyer in the Company’s possession (although such goods or some of them may have been paid for), for the unpaid price of any other goods sold and delivered to the Buyer by the Company under this for any other contract. Director’s of any Limited Companies are personally responsible, both jointly and severally, for the full amount of any Debt still owed to the company should their Limited Company or otherwise become insolvent. Placement of any Purchase Order from any Buyer is construed as full acceptance of this condition, published herein, with no exceptions.
All drawings, models, descriptive matter or data are supplied on the terms that they remain the Company’s property and are to be returned to the Company on demand. The Buyer shall not copy, publish or communicate them or particulars of any goods supplied by the company to any other person whatsoever without the Company’s permission in writing. All such drawings, models, descriptive matter or data whatsoever, including advertisement matter are intended to present a general idea of the goods in question and must not be taken as forming part of any contract.
In the event of any claim being made or action being brought against the Buyer in respect of infringement of patents, owing to or arising from the manufacture or sale by the Company of goods supplied to the Buyer hereunder and the user or sale thereof, the Buyer shall forthwith give notice to the Company of such claim or action and the Company shall be at liberty with the Buyer’s assistance if required and in the name of the Buyer, if desired, but at the Company’s expense, to contest the said claim or action, or conduct any negotiations for the settlement of the same. Provided the Buyer shall give such notice as aforesaid and shall render such assistance as may be required in connection with any such claim, action or negotiations and provided that all such goods and all parts thereof shall have been used for the specific purpose for which the Company supplied the same, the Company will indemnify the Buyer in respect of any such claim or action.
If at any time any dispute or difference whatsoever shall arise between the Company and the Buyer in relation to or arising out of a contract and either of the parties shall give to the other notice in writing of the existence thereof, failing agreement such dispute of difference shall be referred to the arbitration in England of a person to be mutually agreed upon or, failing agreement, some person appointed by the President for the time being of the London Chamber of Commerce at the request of either party. This shall be deemed to be a submission to arbitration within the meaning the Arbitration Act 1950, or any statutory modification thereof.
20. LEGAL CONSTRUCTION.
Any contract entered into by the Company shall in all respects be construed in conformity with English Law.
21. SPARE PARTS.
The Company does not accept responsibility for any equipment which contains spare parts not supplied by the Company or spare parts fitted by unauthorised personnel.
22. Under railway regulations, all claims for damages must be reported within 3 days from receipt of goods otherwise liability cannot be admitted.
23. No claims can be entertained for goods lost in transit if complaints not made within 14 days after dispatch. All other claims must be notified within 7 days of receipt of goods.
24. PRICE MATCH.
Repton Medical will beat or match any competitor’s price for the same product or exactly equivalent product except where limited special offers may be presented or if prices are linked to volume. This offer does not apply if the matched price is less than Repton Medical’s cost price or if a competitor is clearing out stock for whatever reason.
25. TRADE MARKS.
Repton Medical recognise and respect the ownership of all Registered Trademarks contained herein to be the property of their respective Owners and do not imply any endorsement or affiliation with Repton Medical or any other company or person/s.