In these conditions the following expressions shall have the meanings set opposite them:-
the Company
means B. Braun Medical Ltd
the Customer
means any person, firm or company to whom the company has agreed to sell goods.
Goods
means goods of any description provided by the Company to the Customer.
1 GENERAL
(1) All quotations are made and all orders are accepted solely upon and subject to the
following terms and conditions and all other terms and conditions or warranties
whatsoever are excluded from the contract or any variation thereof, unless expressly
accepted by the Company in writing.
(2) Quotations shall unless otherwise stated only be available for acceptance for
a maximum period of 30 days (90 days for export customers) from the date thereof and
may be withdrawn or amended by the Company within such period at any time by written
or oral notice.
(3) Acceptance of delivery of goods shall constitute acceptance of these conditions where
acceptance has not previously been communicated by the Customer to the Company.
(4) The Customer agrees that apart from the express terms contained herein or in the
quotation or in any document expressly stipulated therein to form part of the contract
and to be outside the provisions of this clause no statement or representation has been
made by the Company relating to the products supplied or if any such statement or
representation has been made the Customer warrants that he understood it to be a
statement of opinion only and did not rely on it.
(5) The Customer must at all times when communicating with the company quote invoice
number, account number, company order number and any relevant information so that any
query may be answered without delay.
2 DELIVERY
(1) Time for delivery is given as accurately as possible but is not guaranteed. The Customer
shall have no right to damages or to cancel the order for failure for any cause to meet any
delivery times stated.
(2) The date of delivery shall in every case be dependent upon prompt receipt of all
necessary informational instructions or approvals from the Customer. Alterations by the
Customer in design specifications or quantities required may result in delay in delivery.
(3) The Company will endeavour to comply with reasonable requests by the Customer for
postponement of delivery but shall be under no obligations to do so.
(4) Failure by the Customer to take delivery of the goods whether due to restrictions on the
import of the goods into the country or otherwise or to make payment in respect of any
one or more instalments of goods delivered hereunder shall entitle the Company
to treat the whole contract as repudiated by the Customer.
(5) Customers outside the UK shall be solely responsible for obtaining all import
authorisations.
3 RISK AND TITLE
(1) Risk shall pass unless otherwise agreed when the goods leave the premises of the
Company.
(2) Title in the goods shall pass to the Customer when payment in full under this
contract and any other sums due from the Customer to the Company has been made
or when the Company serves written notice upon the Customer specifying that title
in the goods or part of the goods has passed whichever shall be the earlier in time
and the Customer shall permit the servants or agents of the Company to enter
on to the Customers premises and to repossess the goods at any time prior thereto.
(3) Until title to the goods has passed to the Customer it shall possess the goods as a bailee
and if the Company so requires it shall store the goods separately and in such a manner so
as to ensure that they are clearly identifiable as belonging to the Company.
4 CANCELLATION
Cancellation will only be agreed to by the Company on condition that all costs and
expenses incurred by the Company up to the time of cancellation and all loss of profits and
other loss or damage resulting to the Company by reason of such cancellation will
be reimbursed by the Customer to the Company forthwith.
5 PRICES
(1) Prices are quoted unless otherwise stated exclusive of VAT and carriage.
(2) The price payable by the Customer shall be the price quoted together with such sum
as is sufficient to cover any increase to the Company after the date of the quotation
in the cost of performance of the contract due directly to government action or to strikes
or to fluctuations in the cost of labour overheads currency exchange rates taxation
customs duties demurrage charges transport charges shipping rates and insurance rates
or to the imposition of surcharges on any of the three latter items or to any unforeseeable
events. Such additional sum shall become part of the agreed contract price without the
necessity for prior notice to or further agreement by the Customer.
(3) In the event of any suspension or interruption of the manufacture and supply of the
goods due to circumstances set out in Clause 16 hereof or due to the Customers
instructions or lack of instructions or in the event of any variations in or additions to the
goods being required by the Customer a reasonable addition shall be made to the
contract price and shall be paid for accordingly in accordance with the terms of the
contract.
(4) Prices quoted are for the total quantities shown and the Company shall not be obliged
to accept any order for a portion only at the rates or prices quoted.
(5) The cost of carriage and packaging and consular and any legalisation costs if required by
the Customer shall unless otherwise stated be charged extra.
6 TERMS OF PAYMENT
(1) Payment is due within 30 days of invoice date.
(2) Each consignment or partial delivery shall be invoiced and paid for separately.
(3) No disputes arising under the contract nor delays beyond the control of the Company
shall interfere with prompt payment in full by the Customer.
(4) In the event of default in payment by the Customer the Company shall be entitled
without prejudice to any other rights or remedy to suspend all further deliveries without
notice and to charge interest on any amount outstanding at the rate of 4% per annum
above the basic rate of HSBC plc during the delay.
7 SPECIFICATIONS
(1 ) The Company reserves the right to alter or change dimensions of the goods supplied
within reasonable limits having regard to the nature of the goods. Dimensions specified
by the Company are to be treated as approximate only unless the Customer specifically
states in writing that exact measurements are required.
(2) Illustrations, weights, measures, performance capabilities, application information and
other data set out in the sales literature of the Company are statements of opinion and are
provided for information only and form no part of the contract.
8 MARKING AND INSTRUCTIONS
(1) No name, mark, numbering, colouring, appearance or logo on the goods or packaging
will be obscured removed or concealed by the Customer. The Customer will not
repackage or alter the presentation of the goods and it will not assist, cause or enable any
other party to do any of the said acts or deal in the goods or packaging which have been
subject to any of the said acts.
(2) The Customer hereby acknowledges that it is under a duty to pass on to its customers
(where appropriate) all instructions, information and warnings supplied by the Company
with the goods.
9 RETURN GOODS POLICY
(1) The company shall be under no contractual obligation to accept the return
of any goods by the customer except in the event of any error on the company’s
part as to the amount or type of goods delivered.
(2) Prior to the return of any product the customer care team must be notified.
Upon acceptance of the return you will be issued with a returns number.
(3) Return of goods for any reason shall require prior consent from the company which shall
be sent at the company’s absolute discretion. Consideration to requests for return may be
given if:
(a) of a bona fide nature
(b) made within 1 week (4 weeks for export customers) of actual delivery and
related to unused, undamaged goods and packaging.
(4) All goods returned under this condition shall be accompanied by a return goods note
quoting the following:
(a) returns au thorisation number issued by the customer care team
(b) customer name and address
(c) quantity, description, size, product code number and batch number
(d) invoice number or purchase order number that the goods are received on
(e) reason for return
(5) There will be a re-stocking charge of not less than 30% of the invoice value charged at
the discretion of the company.
10 SHORTAGE AND DEFECTS APPARENT ON INSPECTION
(1) The Customer shall have no right or claim for shortages of defects apparent on
inspection unless:-
(a) the Customer inspects the goods immediately on arrival at its
premises and
(b) a written complaint is made to the Company within seven days of
receipt of the goods or such shorter period as the carrier’s conditions
(if applicable) require specifying the shortage or defect and
(c) the Company is given an opportunity to inspect the goods and
investigate any complaint before any use is made of the goods. If a
complaint is not made to the Company as herein provided then the goods
shall be deemed to be in all respects in accordance with the contract and
the Customer shall be bound to pay the same accordingly.
(2) Whether or not the Company arranges delivery the Company shall not be responsible for
defective or non-delivery of the goods nor liable for claims for loss or damage in transit
which must be made by the Customer against the carrier in accordance with the carrier’s
conditions.
(3) All allegations of total non -delivery or any consignment of the goods must be made
by notice in writing by the Customer to the carrier and to the Company within 10 days
of the date of the company’s advice note or invoice or other notification of despatch
or such shorter time limit as may be specified in any conditions of the carrier. Failure
by the Customer to give such notice shall render the Customer liable for any temporary
or permanent loss of the goods and all additional costs and expenses incurred
by the Company in relation to such loss.
11 DEFECTS NOT APPARENT ON INSPECTION
(1) The Customer shall have no claim in respect of defects not apparent on inspection
at the time of delivery unless:
(i) a written complaint is sent to the Company as soon as reasonably
practicable after the defect is noticed and no use is made of or alterations
made to the goods thereafter before the Company is given an opportunity
to inspect the goods in accordance with sub paragraph (4) of this Condition.
(ii) the complaint is sent within 12 months of the date of delivery by the
Company or in the case of the items not manufactured by the Company
within the guarantee period specified by the manufacture of such item.
(2) The Customer shall not be entitled to any claim in respect of any repairs or alteration
undertaken by the Customer without prior specific written consent of the Company nor
in respect of any defect arising by reason of fair wear and tear or damage due to misuse.
(3) The Company shall not be liable for loss or damage suffered by reason of use of the
goods after the Customer becomes aware of a defect or after circumstances which should
reasonably have indicated to the Customer the existence of a defect.
(4) The Customer shall in making its written complaint allow the Company 30 days to
inspect the goods and shall take such steps as are necessary to enable the Company
to do so including returning the goods to the Company at its works in the United Kingdom
if requested.
12 GUARANTEE
(1) The Company only warrants that the goods will be constructed in accordance with
the contract specification from sound materials and with good workmanship.
The company’s sole obligation in the event of breach of such warranty shall be to repair
or replace at its option any goods which are proved to have been defective at the time
of despatch. The liability of the Company under this guarantee shall be limited to the
invoice value of the goods replaced or repaired and the Company shall not be liable
for any consequential loss or damage howsoever caused.
(2) Unless otherwise specifically agreed in writing the Company does not warrant the
fitness or suitability of any goods supplied for any particular purpose or application and the
implied warranties and conditions contained in sections 13,14 and 15 of the Sale of Goods
Act 1979 and any other condition or warranty implied by trade custom or usage
are hereby expressly excluded.
(3) It shall be the obligation of the Customer at its expense to determine which of the
goods or parts thereof are defective and to separate or detach them and to install the
repaired or replacement goods if so requested by the Company.
(4) In the case of goods not manufactured by the Company;
(i) the Company gives no assurance or guarantee whatsoever that the sale
or use of the goods will not infringe the patent design right registered
design copyright or other industrial property rights of any other person firm
or Company and
(ii) the guarantee given to the Customer hereunder shall be limited to the
guarantee (if any) which the Company receives from the manufacturer or
supplier of the goods.
13 LIABILITY
(1) Save where goods manufactured by the Company are held to be defective as defined
in Part 1 of the Consumer Protection Act 1987 the Company shall not in the absence
of negligence of its employees be liable in respect of death or personal injury and under
no circumstances whatsoever shall the Company be liable for consequential loss,
loss of profits, damage to property, wasted expenditure or cost of mitigation arising
out of or occasioned by any fault or defect in the goods supplied hereunder.
(2) The company’s liability in respect of items not manufactured by the Company shall
be limited to the liability of the supplier thereof to the Company.
(3) For purpose of the Health and Safety at Work etc. Act 1974 the Company relies upon
the testing examination and research carried out by the suppliers to it of proprietary
equipment and component parts of the goods.
14 CONFIDENTIAL INFORMATION
All drawings, documents and other information supplied by the Company are supplied
on the express understanding that copyright is reserved to the Company and that the
Customer will not without written consent of the Company either give away loan
exhibit or sell any such drawings or extracts therefrom or copies thereof or use them
in any way except in connection with the goods for which they are issued.
15 CUSTOMER’S DRAWINGS
(1) The Customer shall be solely responsible for ensuring that all drawings advice and
recommendations given to the Company either directly or indirectly by the Customer
or by the customer’s own advisors or consultants are accurate correct and suitable.
Examination or Consideration by the Company of such drawings advice or
recommendations shall in no way limit the customer’s responsibility hereunder unless
the Company specifically agrees in writing to accept responsibility.
(2) The Customer shall indemnify the Company from and against all actions claims
costs and proceedings which arise due to the manufacture of goods to the drawings
and specifications which are at fault or where it is alleged that they involve an
infringement of a patent registered design, design right, copyright or other exclusive right.
16 INSOLVENCY
If the Customer shall become bankrupt or under the provision of Section 123 of the
Insolvency Act 1986 is deemed to be unable to pay its debts or compounds with
creditors or in the event of a resolution being passed or proceedings commenced for the
administration or liquidation of the Customer (other than for a voluntary winding up for
purpose of reconstruction or amalgamation) or if a Receiver or Manager is appointed
of all or any part of its assets or undertaking the Company shall be entitled to cancel
the contract in whole or in part by notice in writing without prejudice to any right
or remedy accruing to the Company.
17 FORCE MAJEURE
The Company shall not be under any liability for any delay loss or damage caused wholly or
in part by an act of God government restriction condition or control of laws rules
or regulations of the country of origin of the goods non -arrival of imported goods inability
to obtain transport or loading facilities or by reason of any act done or not done
pursuant to a trade dispute whether such dispute involved its employees or not or by
reason of any other act matter or thing beyond its reasonable control.
18 SUB-CONTRACTORS
The Company shall be entitled to appoint one or more sub-contractors to carry out all
or any of its obligations under the contract.
19 LEGAL
(1) The Contract shall be governed and interpreted exclusively according to the law
of England and shall be subject to the jurisdiction of the English Courts only.
(2) The schedules to the Uniform Law on International Sales Act 1967 shall not in any
circumstances apply to the contract.
20 QUALITY REGISTRATION
Whilst all products manufactured by the B. Braun Medical Ltd. group of companies
are manufactured to the requirement of ISO 9001 Quality Assurance systems,
and all factored products are preferentially obtained from suppliers registered to ISO 9001
Quality Assurance systems, some factored products may fall outside the scope of our BSI
registration. Customers requiring information relating to the scope of registration with
regard to specific products may contact our Customer Services Department who will
confirm registration details of product suppliers.
(All B. Braun Medical Ltd. companies are registered under the ISO 9001s Quality Assurance systems.)
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