Terms & Conditions

  1. Definitions

Buyer                          the person who buys or agrees to buy the goods from the Seller.

 

Conditions                 the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.

 

Goods                        the articles which the Buyer agrees to buy from the Seller.

 

Group                         any subsidiary of the relevant party, a parent company of that party, or subsidiary of such parent company.

 

Price                           the price for the Goods, excluding VAT and any carriage, packaging and insurance costs.

 

Seller                         means Plinth Medical Limited, a company incorporated in England and Wales with company number 10145265.

 

  1. Conditions

2.1       These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.

2.2       All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions. The Buyer’s order shall only be deemed to be accepted within 2 working days of receipt or if the Seller issues a written confirmation of the order, at which point, a contract shall come into existence between the Buyer and Seller. For smaller items such as spares and accessories the acceptance period shall be reduced to 4 working hours.

2.3       These Conditions may not be varied except by the written agreement of Niall Dyer, Managing Director, of the Seller

2.5       These Conditions represent the whole of the agreement between the Seller and the Buyer.  They supersede any other conditions previously issued.

  1. Price and Cancellation

3.1       The Price shall be the Seller’s current list price unless otherwise agreed.  The Price is exclusive of:

3.1.1    VAT which shall be due at the rate in force on the date of the Seller’s invoice; and

3.1.2    the cost of delivery, shall be advised at time of order and stated in any applicable Seller’s written confirmation of the Buyer’s order.

3.2.1    The Buyer may cancel any order for large Goods such as couches and chairs within 3 days of the receipt or confirmation of order (whichever is later), subject to payment of a re-stocking fee of 10% of the total Price. After this time there will be an additional fee of £50 plus any carriage costs incurred as per 3.1.2

3.2.2    The Buyer may cancel any order for smaller Goods such as accessories and spares within 4 working hours of receipt of the order, subject to payment of a re-stocking fee of 10% of the total Price. After this time there will be an additional fee of £20 plus any carriage costs incurred as per 3.1.2

  1. Payment and Interest

4.1       Payment of the Price, cost of delivery and VAT shall be due within 30 days of the date of the Seller’s invoice unless agreed otherwise.

4.2       Without limiting the Seller’s rights, if the Buyer does not pay any sums when due to the Seller, whether under the contract for the Goods or any other contract, agreement or arrangement:

4.2.1    the Buyer shall pay interest on the overdue sums due under these Conditions, such interest to accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 8% per annum above the Bank of England reference.  Such interest shall accrue after, as well as, before any judgment;

4.2.2    the Buyer shall pay compensation under the terms set out in the Late Payments of Commercial Debts (Interest) Act 1998 or at the actual cost incurred should a debt collecting agent be appointed to recover outstanding amounts due under this Agreement; and/or

4.2.3    the Seller may suspend any deliveries of the Goods or other goods or performance of any services to the Buyer under any contract or agreement or arrangement until all overdue sums (and interest accruing on them) have been paid in full.

4.3       The Buyer shall pay all amounts due to the Seller in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.

4.4       All Goods are made to the Buyer’s order.

  1. Goods

The quantity and description of the Goods shall be as per the purchase order or any agreed revision unless set out in any confirmation of order issued by the Seller.

  1. Warranties

6.1       The warranty period shall be as follows for each part of the Goods:

WARRANTY PERIOD TABLE
PRODUCT FRAME COMPONENTS UPHOLSTERY
All Plinth Couches (excluding 200 Range) Lifetime 5 Years 12 Months
Plinth 200 Range 2 Years 2 Years 12 Months
Operator Chairs & Stools 12 Months 12 Months 12 Months
Harris Chair 5 Years 5 Years 12 Months
Harris Trolley 5 Years 5 Years N/A
Affinity Portable 2 Years 2 Years 12 Months
Spare parts (ie not supplied fitted) 12 Months 12 Months 12 Months

 

6.2       The Seller warrants that on delivery, and for the warranty period, the relevant part of the Goods shall:

6.2.1    conform in all material respects with their description; and

6.2.2    be free from material defects in design, material and workmanship.

6.3       Subject to clause 6.4, if:

6.3.1    the Buyer gives notice in writing to the Seller during the warranty period within a reasonable time of discovery that some part of the Goods does not comply with the warranty set out in clause 6.2;

6.3.2    the Seller is given a reasonable opportunity of examining such Goods; and

6.3.3    the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business at the Buyer’s cost, the Seller shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

6.4       The Seller shall not be liable for the Goods’ failure to comply with the warranty set out in clause 6.2 in any of the following events:

6.4.1    the Buyer makes any further use of such Goods after giving notice in accordance with clause 6.3;

6.4.2    the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

6.4.3    the defect arises as a result of the Seller following any drawing, design or specification supplied by the Buyer;

6.4.4    the Buyer alters or repairs such Goods without the written consent of the Seller;

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

6.4.6    the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

6.5       If any Goods supplied by the Seller are manufactured by a third party:

6.5.1    the Seller may assign the manufacturer’s warranties to the Buyer, in which case the Buyer’s right of action in respect of any defects with Goods shall be against the manufacturer, and the Buyer shall not pursue any claim against the Seller in respect of any defects in the Goods; and

6.5.2    the Seller’s maximum liability or responsibility (whether the warranty is assigned or otherwise) shall be no greater than that of the manufacturer’s liability to the Seller in respect of those Goods.

6.6       Except as provided in this clause 6, the Seller shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranty set out in clause 6.2.

6.7       The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the contract between the Buyer and Seller.

6.8       The Buyer shall carry out a thorough inspection of the Goods upon delivery and shall give notification to the Seller immediately of any upholstery damage. Written notification should be made within 3 working days of any other defects which a reasonable examination would have revealed. Without prejudice to the foregoing provisions of this clause 6, the Buyer will be deemed to have accepted the Goods if it does not give such notice to the Buyer within such time period.

6.9       These Conditions shall apply to any repaired or replacement Goods supplied by the Seller.

6.10     If the Buyer purchases the Goods directly from the Seller for resale to a third party, the Buyer may assign the benefit of the warranty in this clause 6 to any third party purchaser.

  1. Delivery of the Goods

7.1       The Buyer must complete a pre-delivery questionnaire if provided by the Seller.

7.2       Delivery of the Goods shall be made to the Buyer’s nominated address.  The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.

7.3       The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so.  Time of delivery shall not be of the essence of the contract.

7.4       The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods.  If short delivery does take place, the Buyer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the contract.

7.5       If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.

7.5       If any delivery is cancelled because of the Buyer’s failure to complete a pre-delivery questionnaire, or due to any change in the Buyer’s requirements, the Buyer shall still pay the full cost of delivery that would have been due had the delivery been completed, in addition to the cost of any further delivery.

7.6       Without limiting its other rights or remedies, the Seller may suspend provision of the Goods, or the provision of goods or services under any other contract between the Seller and the Buyer or any member of the Buyer’s Group if any of the events listed in clause 9.6 apply to the Buyer or any member of its Group, or the Supplier reasonably believes that such event is likely to occur.

  1. Title and risk

9.1       Risk shall pass on completion of delivery of the Goods to the Buyer’s address.

9.2       Title to the Goods shall not pass to the Buyer until the earlier of:

9.2.1    the Seller receives payment in full (in cash or cleared funds) for the Goods, in which case title to the Goods shall pass at the time of payment of all such sums; and

9.2.2    the Buyer resells those Goods, in which case title to those Goods shall pass to the Buyer immediately before the time at which resale by the Buyer occurs.

9.3       Until title to the Goods has passed to the Buyer, the Buyer shall:

9.3.1    store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s property;

9.3.2    not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

9.3.3    maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

9.3.4    notify the Seller immediately if it becomes subject to any of the events listed in clause 9.7; and

9.3.5    give the Seller such information relating to the Goods as the Seller may require from time to time.

9.4       The Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Buyer resells the Goods before that time, it shall do so as principal and not the Supplier’s agent.

9.5       If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in clause 9.7, then, without limiting any other right or remedy the Seller may have:

9.4.1    the Buyer’s right to use the Goods in the ordinary course of its business ceases immediately; and

9.4.2    the Seller may at any time:

  • require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
  • if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.

9.6       The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.

9.7       The events referred to in clause 9.7 are as follows:

9.7.1    the Buyer, or any member of its Group, fails to pay any sum when due in respect of the Goods, or any other goods or services supplied by the Seller to the Buyer  or any member of its Group;

9.7.2    the Buyer commits a material breach of any term of these Conditions and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;

9.7.3    the Buyer (if a company or corporate body) takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business, or (if an individual or partnership) any step is taken in connection with the appointment a trustee in bankruptcy in respect of the Buyer or any of its partners, or with entering any arrangement with the creditors of a Buyer or any of its partners;

9.7.4    the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

9.7.5    the Buyer’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations under the contract has been placed in jeopardy.

  1. Limitation of Liability

10.1     Nothing in these Conditions shall limit or exclude the Seller’s liability for:

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

10.1.2  fraud or fraudulent misrepresentation;

10.1.3  breach of the terms implied by section 12 of the Sale of Goods Act 1979;

10.1.4  any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.

10.2     Subject to clause 10.1:

10.2.1  the Seller shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

  • loss of profit,
  • liability to any third party (including any customer, client or patient of the Buyer); or
  • any indirect or consequential loss arising under or in connection with the contract or the Goods.

10.2.2  The Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the contract or the Goods, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Price of the Goods.

  1. General

11.1     No failure or delay by the Seller or Buyer to exercise any right or remedy provided under the contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the 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.

11.2     If any provision or part-provision of the Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Conditions or the contract.

11.3

11.3.1              Any notice or other communication given to a party under or in connection with the contract or the Goods 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, sent by pre-paid first class post or other next working day delivery service or commercial courier;

11.3.2              A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.3.1 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.

11.4     The contract and these Conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

11.5     Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these conditions, the contract, or their subject matter or formation.