Terms & Conditions of Sale“Biosense Medical” shall mean Biosense Medical Limited.
“The Customer” shall mean any person, company or firm entering into any contract for the provision of goods services to which these conditions shall apply.
1. Basis of the Contract
1.1 Biosense Medical shall provide, and the Customer shall receive goods or services (“Goods” or “Services” respectively) in accordance with written quotations or estimates of Biosense Medical which are accepted by the customer, or a written order of the Customer which is accepted by Biosense Medical, subject in either case to these conditions, which shall govern the contract between the parties (“the Contract”) to the exclusion of any other terms and conditions subject to which any such quotation or estimate is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.
1.2 For the purposes of these Conditions the definition of “Goods” shall include any goods supplied by the Customer in relation to which the Goods are to be provided.
1.3 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and Biosense Medical.
1.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Biosense Medical shall be subject to correction without any liability on the part of Biosense Medical.
2. Orders and Specifications
2.1 All orders accepted shall be subject exclusively to these Conditions and no others, except when agreed with Biosense Medical.
2.2 The Customer shall be responsible to Biosense Medical for ensuring the accuracy of the terms of any order submitted by the Customer, and for giving Biosense Medical any necessary information relating to the Goods or Services required within a sufficient time to enable Biosense Medical to perform the Contract in accordance with its terms.
2.3 The quantity and description of the Goods required shall be those set out in Biosense Medical’s quotation, estimate or order acknowledgment forms to the exclusion of all others including any forms submitted by the Customer.
2.4 Biosense Medical reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, which do not materially adversely affect quality or performance.
2.5 No order which has been accepted by Biosense Medical may be cancelled by the Customer except with the agreement in writing of Biosense Medical and on terms that the Customer shall pay to Biosense Medical a sum equal to 20% of the value of the order as a contribution to the costs and expenses incurred by Biosense Medical as a result of cancellation.
3.1 The price of the Goods shall be Biosense Medical’s quoted price as described in Biosense Medical ‘s quotation, estimate order, or order acknowledgement forms or, where no price has been quoted (or a quoted price is no longer valid), the price listed in Biosense Medical’s published price list current at the date of acceptance of the order. All the prices quoted are valid for thirty days only, or until earlier acceptance by the Customer (unless otherwise specified in writing by Biosense Medical), after which time they may be altered by Biosense Medical without giving notice to the Customer.
3.2 Biosense Medical reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods or Services to reflect any increase in the cost to Biosense Medical, which is due to any factor beyond the control of Biosense Medical (such as, without limitation, any foreign exchange fluctuation, currency regulations, alterations of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change to delivery dates, quantities or specifications for the Goods which is requested by the quantities or specifications for the Goods which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give Biosense Medical adequate information or instructions.
3.3 Biosense Medical reserves the right to withdraw or cancel any Goods in any price list without notice at any time prior to acceptance of an order.
3.4 Except as otherwise stated under the terms of any quotation or estimate or in any price list of Biosense Medical, and unless otherwise agreed in writing between the Customer and Biosense Medical, all prices for Goods are given by Biosense Medical on an ex works basis, and where Biosense Medical agrees to deliver the Goods other than at Biosense Medical’s premises, the Customer shall be liable to pay Biosense Medical’s charges for transport, packaging and insurance and documentation.
3.5 The price for any Goods is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay Biosense Medical.
4. Terms of Payment
4.1 Subject to any special terms agreed in writing between the Customer and Biosense Medical, Biosense Medical shall be entitles to invoice the Customer for the price of the of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Customer, or the Customer wrongfully fails to take delivery of the Goods, in which event Biosense Medical shall be entitled to invoice the Customer for the price at any time after Biosense Medical has notified the Customer that the Goods are ready for collection or (as the case may be) Biosense Medical has tendered delivery of the Goods.
4.2 The Customer shall pay the price of the Goods within thirty days of the date of Biosense Medical’s invoice unless otherwise agreed with Biosense Medical, notwithstanding that delivery may not have to taken place and the property in the Goods has not been passed to the Customer. The time of payment will be issued only upon request.
4.3 If the Customer fails to make payment on the due date then, without prejudice to any other right or remedy available to Biosense Medical, Biosense Medical shall be entitled to:
4.3.1 Cancel the Contract or suspend any further deliveries to the Customer
4.3.2 Appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other Contract between the Customer and Biosense Medical) as Biosense Medical may think fit (notwithstanding any purported appropriation by the Customer), and
4.3.3 charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of two percent per month from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
5.1 Delivery of Goods shall be made by Biosense Medical, delivering the Goods to the place for delivery agreed by the Customer and Biosense Medical.
5.2 Unless specifically agreed in advance any dates quoted for the delivery of Goods are approximate only, and Biosense Medical shall not be liable for any delay in delivery of Goods however so caused. Time for delivery shall not be of the essence unless previously agreed by Biosense Medical in writing.
5.3 If the Customer fails to take delivery of the Goods or fails to give Biosense Medical adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control, or by reason of Biosense Medical’s fault, such fault not being due to any cause beyond Biosense Medical’s reasonable control as defined in clause 8.7 below) then, without prejudice to any other right or remedy available to Biosense Medical, Biosense Medical may:
5.3.1 store such Goods actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
5.3.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
6. Delivery Charge
A delivery charge as published in Biosense Medical’s current price list will be added to each order.
7. Risk and Property
7.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery of the Goods or, if the Customer wrongfully fails to take delivery of the Goods, at the time when Biosense Medical has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until Biosense Medical has received in cash or cleared funds payment in full of the price of the Goods and all other goods or services agreed to be sold by Biosense Medical to the Customer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the goods as Biosense Medical’s fiduciary agent and baliee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as Biosense Medical’s property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to Biosense Medical for the proceeds of the sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Customer and third parties and, in the case of tangible proceeds properly stored, protected and insured.
7.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold). Biosense Medical shall be entitled at any time to require the Customer to deliver up the Goods to Biosense Medical, and if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
7.5 The Customer shall not be entitles to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Biosense Medical, but if the Customer does so, all monies owing by the Customer to Biosense Medical shall (without prejudice to any other right or remedy o f Biosense Medical) forthwith become due and payable.
8. Warranties and Liability
8.1 Subject to the conditions set out below Biosense Medical warrants that for a period of twelve months form the date of delivery (except for single use or consumer able goods or where stated otherwise by Biosense Medical) the Goods will be free from defects in material and workmanship.
8.2 The above warranty is given by Biosense Medical subject to the following conditions:
8.2.1 Biosense Medical shall be under no liability in respect of any defects arising from fair and tear, wilful damage, negligence, abnormal working conditions, failure to follow Biosense Medical’s instructions (whether oral or in writing), use by untrained and unqualified personnel misuse or alteration or repair of the Goods without Biosense Medical’s approval.
8.2.2 Biosense Medical shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment:
8.2.3 the above warranty does not extend to parts, materials or equipment not manufactured by Biosense Medical, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to Biosense Medical.
8.3 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statue or common law are excluded to the fullest extent permitted by law.
8.4 Any claim by the Customer, which is based on any defect in the quality or condition of the Goods, shall (whether or not delivery is refused by the Customer) be notified to Biosense Medical within five working days from the date of the delivery and complete the claim in writing within seven working days of delivery. If delivery is not refused and the Customer does not notify Biosense Medical accordingly, the Customer shall not be entitled to reject the Goods and Biosense Medical shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered or performed in accordance with the Contract.
8.5 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods is notified to Biosense Medical in accordance with these conditions, Biosense Medical shall be entitled to replace the Goods (or part in question) but Biosense Medical have no further liability to the Customer.
8.6 Except in respect of death or personal injury caused by Biosense Medical’s negligence, Biosense Medical shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss or profit otherwise), costs expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of Biosense Medical, its employees or agents or otherwise) which arise out of or in connection with the supply of Goods (or their use or resale by the Customer) except as expressly provided in these conditions.
8.7 Biosense Medical shall be liable to the Customer or be deemed to be in breach of these Conditions by reason of any delay in performing, or any failure to perform, any of Biosense Medical’s obligations in relation to the Goods, if the delay or failure was due to cause beyond Biosense Medical’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded for the purpose of these conditions as causes beyond Biosense Medical’s reasonable control:
8.7.1 Act of God, explosion or flood, tempest, fire or accident.:
8.7.2 war or threat of war, sabotage, insurrection, civil disturbance, riot, prison mutiny or requisition:
8.7.3 acts restrictions, regulations, bye-laws, prohibitions or policy, measures of any kind or any changes thereto on the part o f any governmental, parliamentary or local authority.
8.7.4 import or export regulations or embargoes:
8.7.5 strike, lock-outs or other industrial actions or trade disputes (whether involving employees of Biosense Medical or of a third party):
difficulties in obtaining raw material, labour, fuel, parts or machinery;
8.7.6 power failure or breakdown in machinery.
9. Insolvency of Customer
9.1 This clause applies if:
9.1.1 the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgation or reconstruction); or
9.1.2 an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Customer, or
9.1.3 the Customer ceases, or threatens to cease, to carry on business, or
9.1.4 Biosense Medical reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
9.2 If this clause applies then, without prejudice to any other right or remedy available to Biosense Medical, Biosense Medical shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable, notwithstanding any previous agreement or arrangement to the contrary in the absence of immediate payment Biosense Medical shall have the right to enter the Customers premises to recover possession of such Goods (which action the Customer hereby agrees and accepts) and recover all damages and losses sustained by it as a result thereof.
10.1 Any notice required or permitted to be given by wither party by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
10.3 The Contract shall be governed by the laws of England and the parties hereto submit to the exclusive jurisdiction of the Courts of England and Wales
Biosense Terms of Carriage and Storage
Liability for all new goods delivered by Biosense shall cease when delivered to the client.
Any goods returned to Biosense will be the responsibility of the customer.
Any goods returned to Biosense utilising Biosense employees or Biosense arranged transport will be the responsibility of Biosense.
Any goods prepared by a client for return to Biosense Medical Limited must be adequately prepared to avoid damage caused by insufficiency or unsuitability of packing.
All returned goods from the time when Biosense assume responsibility, to the time of return to the customer will be insured on an indemnity basis only. An indemnity basis means a second hand replacement cost.