MEDEKIT TERMS AND CONDITIONS

Medekit is a trading name of UnitedHealthcare Global Medical (UK) Limited, a company incorporated under the laws of England and Wales having company number 01987495 and having its registered office at Beechdene House, Vantage Point Business Village, Mitcheldean, Gloucestershire, United Kingdom, GL17 0DD.

The Customer's attention is particularly drawn to the provisions of clause 10.

1.   Interpretation

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

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

Commencement Date: has the meaning set out in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 15.7.

Contract: the contract between the Supplier and the Customer for the supply of Goods in accordance with these Conditions.

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

Delivery Location: has the meaning set out in clause 4.2.

Force Majeure Event: has the meaning given to it in clause 14.1.

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

Goods Specification: any specification for the Goods, including any relevant plans or a drawing that is agreed in writing by the Customer and the Supplier.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Incoterms: trade terms published by the International Chamber of Commerce (ICC) that are commonly used to define the obligations of both the buyer and seller in any transaction. May be referenced in the Quotation or written acceptance of Offer if applicable.

Quotation: a written quote provided by the Supplier that includes the specification and price for the Goods.

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

Supplier: Medekit trading as UnitedHealthcare Global Medical (UK) Limited registered in England and Wales with company number 01987495.

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 statutory 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; and

(e)     a reference to writing or written includes e-mails.

       2.    Basis of contract

2.1       The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions.

2.2       The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3       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.

2.4       Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods in the Supplier's catalogues or brochures are issued or published 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.

2.5       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.

2.6       Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

       3. Goods

3.1       The Goods are described in the Quotation.

3.2       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 [reasonable] professional costs and expenses) suffered or incurred by the Supplier 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 Goods Specification. This clause 3.2 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 of Goods

4.1       The Supplier shall ensure that 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, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

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) at any time after the Supplier notifies the Customer that the Goods are ready.

4.3       Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.

4.4       Any dates quoted for delivery of the Goods 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       If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. 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 the Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

4.6       The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5 per cent more or less than the quantity of Goods ordered but a pro-rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.

4.7       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.

5.  Quality of Goods

5.1       The Supplier warrants that on delivery and, subject to product shelf life or expiry, for a period of 12 months from the date of delivery (warranty period),] the Goods shall:

(a)     conform in all material respects with their description as per the Quotation;

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

(c)     be of satisfactory quality; and

(d)     be fit for any purpose held out by the manufacturer.

5.2       Subject to clause 5.3, if:

(a)     the Customer gives notice in writing 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 (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost,

(d)     the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3       The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause 5.1 if:

(a)     the Customer makes any further use of such Goods after giving a 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, installation, commissioning, use or maintenance of the Goods or (if there are none) good practice;

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

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

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

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 of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 5.2.

6.  Title and risk

6.1       The risk in the Goods shall pass to the Customer on dispatch unless otherwise agreed by the Parties in writing.

6.2       Title to the Goods shall not pass to the Customer until the Supplier receives payment in full for the Goods and any other goods that the Supplier has supplied to the Customer in which case title to the Goods shall pass at the time of payment.

       7.  Charges and payment

7.1       The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier's published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, or customs duties and taxes, which, where applicable, shall be paid by the Customer when it pays for the Goods.

7.2       The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:

(a)     any factor beyond the control of the Supplier including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs;

(b)     any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or

(c)     any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.

7.3       In respect of Goods, at the latest, the Supplier shall invoice the Customer on or at any time after dispatch.

7.4       The Customer shall pay each invoice submitted by the Supplier:

(a)     within 30 days of the date of the invoice; and

(b)     in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

7.5       All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods at the same time as payment is due for the supply of the Goods.

7.6       If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

7.7       The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

8.  Intellectual property rights

8.1       All Intellectual Property Rights in or arising out of or in connection with the Goods shall be owned by the Supplier.

8.2       The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Goods, the Customer's use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.

8.3       All Supplier Materials are the exclusive property of the Supplier.

9.  Confidentiality

A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 11 shall survive termination of the Contract.

10.  Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

10.1     Nothing in these Conditions shall limit or exclude the Supplier's liability for:

(a)     death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b)     fraud or fraudulent misrepresentation;

(c)     breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

(d)     breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

(e)     defective products under the Consumer Protection Act 1987.

10.2     Subject to clause 12.1:

(a)     the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract ; and

(b)     the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Order value.

10.3     The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

10.4     This clause 10 shall survive termination of the Contract.

11.  Termination

11.1     Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so.

11.2     Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

11.3     Without limiting its other rights or remedies, the Supplier may suspend the supply of all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 13.2(b) to clause 13.2(m), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

11.4     On termination of the Contract for any reason:

(a)     the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest;

(b)     the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

(c)     the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

(d)     clauses which expressly or by implication have effect after termination shall continue in full force and effect.

12.  Force majeure

12.1     For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

12.2     The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

13.  General

13.1     Notices.

(a)     Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or by commercial courier or e-mail.

(b)     The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action

13.2     Applicable Laws. Customer will comply with all applicable laws and ensure that all appropriate permits, licenses and permissions for Supplier to provide the Goods will be timely obtained and maintained as required. Customer indemnifies and holds harmless Supplier and Supplier’s employees, agents and subcontractors for all costs, fines, losses, or liabilities incurred as a result of the failure of Customer to comply with applicable laws or to obtain required permits, licenses and permissions. Customer is responsible for bringing to Customer’s attention any hazardous or dangerous work areas or conditions, and any restrictions imposed in such areas which Supplier may encounter.

13.3     FCPA and Anti-Bribery. Customer shall abide by applicable anti-bribery laws, including but not limited to the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010. Customer represents that it will make no payments of money, or provide anything of value, nor will such be offered or paid, directly or indirectly, to any officials, foreign or domestic, to influence the acts of such officials, to obtain or retain business or gain an improper advantage in connection with any business venture or contract in which Customer is a participant.   Customer represents, warrants and covenants that neither Customer nor any of its subsidiaries, or its directors, officers, agents, employees, or any other party acting on behalf of the Customer or its subsidiaries, (i) has used, offered to use, or promised to use any funds or thing of value for any unlawful contribution, gift, entertainment, or any other unlawful payments or expenses relating to political activity, (ii) has made, offered to make, or promised to make any unlawful contribution, gift, or any other payment of money or anything of value to any foreign or domestic government official or employee or to any foreign or domestic political party or campaign or any candidate for foreign political office, and (iii) will do any of the foregoing acts in relation to the provision of Goods under the Contract.

13.4     Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.

13.5     Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its 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.

13.6     No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

13.7     Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

13.8     Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Supplier.

13.9     Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

13.10   Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).