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Your attention is specifically drawn to Condition 2.4 relating to our acceptance of your order for Goods and/or Services and Condition 9 which excludes and limits our liability
1.1 In these conditions:- "we" / "us" means Eido Healthcare Limited (Company No. 4030383) whose registered office is at 19-21 Main Street, Keyworth, Nottingham, NG12 5AA; "you" means the person who accepts our quotation for the sale of the Goods and/or Services or whose order for the Goods and/or Services is accepted by us; "Conditions" means our standard terms and conditions of supply of the Goods and Services as set out in this document; "Delivery Date" means the date for delivery by us to you of the Goods and/or the date of commencement of provision of the Services as detailed in the Order Acknowledgement; "Goods" means the goods (including any instalment or any parts of them) which we are to supply to you in accordance with these conditions as confirmed on our Order Acknowledgment; "Services" means the services which we are to provide to you in accordance with these Conditions as confirmed on our Order Acknowledgment; "Order Acknowledgment" means the order acknowledgment which we send to you confirming details of your order for Goods and/or Services, the Price and the Delivery Date; "Price" means the total price for the Goods and/or Services as detailed in the Order Acknowledgment subject to variation as provided in Condition 3.4 and including VAT; "Regulations" means the Consumer Protection (Distance Selling) Regulations 2000 as amended from time to time; "VAT" means value added tax; references to "written" or "in writing" include fax and email communications.
1.2 We will sell and you will purchase the Goods and/or the Services in accordance with any order that you place and we accept.
1.3 Any contract entered into by us for the supply of Goods and/or Services is subject to these Conditions.
1.4 Details of your order shall be recorded by our representative in the Order Acknowledgement.
1.5 These Conditions and the Order Acknowledgment represent the entire agreement between you and us (the "Contract"). No other terms or conditions (including any written on or attached to any purchase order, form, document or correspondence) shall be included or implied unless previously agreed upon in writing and signed by an officer authorised by us. No purported variation of the Contract will be effective unless confirmed in writing by us and in no event will your standard terms and conditions of business apply. No liability shall attach to us, our agents or employees in respect of any representations or statements made, whether before or after agreement is reached, unless confirmed in writing by our authorised representative.
2.1 You are responsible for ensuring the accuracy of the terms of your order and for giving all necessary information relating to the Goods and/or Services.
2.2 We reserve the right to make changes in the specification of the Goods and/or Services from time to time.
2.3 If you order Goods that are out of stock we shall either supply alternative goods to you of the same specification or, if paid, refund the Price to you.
2.4 Your order for Goods and/or Services shall be deemed to have been accepted by us only once the Goods have been delivered and/or provision of the Services has commenced.
3.1 The Price shall be the price that we quote from time to time as confirmed on our Order Acknowledgment.
3.2 Carriage and/or installation on deliveries within mainland UK may be payable. It is your responsibility to ensure that we have access to and that your premises are suitable for delivery and installation of the Goods.
3.3 Prices quoted are inclusive of VAT which is chargeable at the current rate.
3.4 You shall have no right to set off any counterclaim or deduction against any monies which are payable by you to us.
4.1 A 5% deposit may be required with your order. The balance of payment is due 30 days after delivery of the Goods or commencement of the provision of the Services. If the Price is payable with return of the Order Acknowledgment signed by you, the Goods will not be delivered and/or the Services not commenced until payment has been received from you. The time for payment shall be of the essence.
4.2 In the event of default in payment by the due date then, without prejudice to any other remedy that we may have, we reserve the right at any time to impose a late payment charge of 2% per annum above Lloyds TSB base rate from time to time (both before and after any judgment) or part thereof on monies overdue, not to carry out any repair or replacement pursuant to Condition 8, to suspend any further deliveries or suspend completion of the provision of the Services, and to recover from you all of our legal or other costs incurred as a result.
5.1 We shall arrange for the delivery and installation of the Goods unless otherwise specified in the Order Acknowledgment.
5.2 Goods may be collected by you from the premises notified to you for those purposes provided payment of the Price is made by you before or at the time of collection or the Price has been charged to an approved credit account beforehand.
5.3 The Goods will be delivered to you and installed (if required) and/or the Services will be provided at the address stated in the Order Acknowledgment.
5.4 Whilst we shall make every reasonable effort to deliver and install the Goods and/or commence provision of the Services by the Delivery Date, the Delivery Date is given as an estimate only and we shall not be liable to make good any damage or loss arising directly or indirectly from delay or advance in delivery.
5.5 Where the Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by us to deliver any one or more of the instalments in accordance with these Conditions shall not entitle you to treat the Contract as a whole as repudiated.
5.6 At least two weeks’ written notice must be given by you to us of any change likely to affect delivery or installation of the Goods or commencement of provision of the Services.
5.7 We reserve the right to charge storage where you delay delivery or installation of the Goods more than three months after the date of delivery or installation stated in the Order Acknowledgment. This rate will be 3% above the current bank base rate, multiplied by the sales contract value of the goods in storage.
5.8 You will be liable for any charges incurred during the delivery and installation of the Goods if any mechanical devices are required to make the physical delivery and installation.
6.1 If you are a consumer for the purposes of the Regulations you may cancel any order for Goods at any time up to 7 days from delivery of the Goods by written notice to us provided that;
6.2 We shall refund to you the price paid for the Goods (less any deductions which we are legally entitled to make) within a period not exceeding 30 days beginning with the day on which the notice of cancellation was given by you.
6.3 If you fail to return the Goods in accordance with Condition 6.1.1 then we may charge you for the direct costs of recovering the Goods.
7.1 Risk or damage to or loss of the Goods will pass to you at the time of delivery.
7.2 Claims for loss or damage to the Goods in transit must be made by you directly to us within three days of receipt of the Goods.
7.3 The Goods should be signed for ‘not examined’ unless opened on receipt and found correct, otherwise we cannot accept responsibility for loss or damage to the Goods caused in transit.
7.4 If you notify us of a claim pursuant to Condition 7.2 and if the Goods, following inspection by us, are not found to be defective, our costs of inspection shall be borne by you. If the Goods are found to be defective, we shall at our option replace them or credit you with the Goods' invoiced value or part thereof and this shall be the limit of our liability.
7.5 Title in the Goods shall not pass to you until we have received in cleared funds payment in full for the Goods and for all other goods agreed to be sold by us to you. Until such time you shall;
8.1 Conditions 8 and 9 are without prejudice to your statutory rights.
8.2 The Goods are guaranteed for the periods shown in Table A from the date of delivery against any manufacturing fault and in respect of defective materials, without any limitation on usage. The delivery date is taken from the date indicated on the Delivery Note. The guarantee only applies to Goods listed in Table A. The guarantee for goods supplied but not manufactured by us that are not listed in Table A, is provided by the manufacturer of those goods.
8.3 Our liability under this Condition 8 is limited to the replacement of parts that in our opinion are defective. These defective parts will be repaired or replaced with new parts, new or reconditioned units, as may be reasonable in the circumstances.
8.4 This Condition 8 does not cover:
8.5 Repairs carried out under this Condition 8 do not extend the period of validity of any guarantee. Parts or units removed for replacement under this Condition 8 become our property. In the case of a change of ownership, subsequent owners will benefit from the remaining period of the guarantee provided that the conditions of application have been followed by each of the owners.
9.1 Our entire financial liability in respect of;
9.2 We shall not be liable to you in any circumstances for any loss of profit, loss of business, depletion of goodwill or for any indirect, special or consequential loss.
9.3 We give no representation or warranty as to any health benefits of use of the Goods or that use of the Goods is a suitable treatment for any medical condition. If your customers or persons who you allow to use the Goods are suffering from any medical condition they must consult a doctor prior to use of the Goods. We shall have no liability to you, your customers or persons who you allow to use the Goods, for death or personal injury caused by use of the Goods otherwise than in accordance with instructions or for the purpose for which the Goods were not designed.
9.4 We shall have no liability to you for damage to your property caused during installation unless you notify us of such damage within 7 days of installation.
If you, if a natural person, die or be subject of an order under the Mental Health Act 1959, of if any distress or execution is levied upon your property or assets, or if you shall offer to make a scheme or arrangement with creditors or commit any act of bankruptcy or, being a company, have a receiver, manager or administrative receiver appointed over any part of your undertaking or assets, or if a resolution for the winding up of the company be passed then we may treat all sums due or to become due on any accounts as immediately payable and suspend or cancel further delivery or require payment in advance or recover any Goods which are unsold wherever they are stored, or treat the Contract as terminated but without prejudice to any other rights which we may have.
Waiver by us of breach by you of any of these Conditions shall not be considered as a waiver of any subsequent breach of that or any other provision.
12.1 Save as otherwise provided you may not assign any rights or delegate any duties hereunder.
12.2 We reserve the right to subcontract any or all of our obligations hereunder.
12.3 These Conditions shall be subject to and construed in accordance with English Law and you submit to the jurisdiction of the English Courts.
12.4 We shall not be liable to you for any failure or delay in performance of the Contract if it is due to any event beyond our reasonable control including, without limitation, acts of God, war, industrial disputes, fire, flood, tempest and national emergencies and if we are so delayed we shall be entitled to a reasonable extension of time for performing our obligations.