CMS MEDICAL LTD CONDITIONS OF SALE

GENERAL

1. In these conditions reference to the seller shall be reference to CMS Medical Ltd.

2. These conditions apply to all Contracts for the supply of goods, materials, work or services by the seller to the buyer and no variation of these conditions shall be affective unless expressly agreed in writing by the seller.

3. Any verbal or written quotation issued by the seller is not an offer and is made subject to the sellers written acceptance of the buyers order (and always subject to the goods or materials comprised in the quotation not having been sold before a contract is entered into) which order must be placed within 28 days of the date upon which the quotation was made, failing which the seller reserves the right to vary the terms of the quotation.

4. The placing of an order with and its acceptance by the seller shall be deemed an acceptance of these conditions that shall override any terms or conditions stipulated by the buyer. These conditions shall constitute the entire agreement between the seller and the buyer unless specifically varied in writing by the parties.

5. These conditions have been drawn up in the light of Unfair Contract Terms Act of 1997 and the seller considers them to be fair and reasonable and its quotation is based on these Conditions. If the customer considers these terms to be unreasonable it must inform the seller in writing before any contract is made otherwise it will be deemed to have accepted that these conditions are fair and reasonable.

6. Any concession, latitude or waiver allowed by the seller or the buyer at the time shall not prevent the seller or buyer subsequently exercising its full rights under this contract in other respects.

7. Prices All prices are subject to market fluctuation and to alteration without notice. Prices will normally be reviewed 1st March each year.

9. Value Added Tax The price of goods, work or materials quoted to the buyer is exclusive of Value Added Tax which will be charged where appropriate at the rate applicable at the date of invoice.

10. Carriage Carriage is free (UK Mainland only) for all orders over a net value of £75 for Orders under this value a standard carriage/service charge of £6.50 will be made.

11. Delivery and Risk delivery of any goods/materials hereunder shall be made to the Buyer at the place specified in the sellers acceptance of order or as subsequently agreed between the parties and the risk in respect of all goods shall pass to the buyer at the time of delivery. If no place for delivery is specified or agreed, delivery shall take place upon arrival at the buyer’s premises that are nearest to the sellers warehouse. Not withstanding such delivery, the property in and title to the goods/ materials shall not pass to the buyer except as provided in clause 16.

12.a Claims The seller shall not be liable

12b Returns Prior Agreement must be obtained from CMS Medical Ltd before returning goods for credit. See our refund policy

13.a Delivery Date a) Where dates or times are stated for delivery of goods/materials or carrying out work they are given in good faith. The seller will endeavour to deliver goods or carry out work by the date stated, but will not be liable in respect of any loss or damage, direct or indirect, occasioned by delayed delivery or completion of work. Delay shall not be ground for rejecting goods or otherwise rescinding this contract unless time shall specifically have been made of the essence within this document and then subject to sub clause (b) of this clause.

13b Each delivery of a quantity of goods under this contract shall be deemed to constitute a separate contract to which the terms and conditions here of shall apply and any rejection or recission pursuant to sub-clause (a) of this clause shall only be in respect of such delivery as is- time having been made of the essence - late.

13.c If the buyer shall refuse to accept delivery of any goods or materials when due for delivery then in addition to the sellers other rights and remedies, it shall be entitled to:
i) place the goods in storage at the buyers risk and to charge the buyer a commercial rent for storage and any additional carriage charges or insurance charges resulting from such refusal.

ii) sell any goods or materials so refused with no liability or obligation to the buyer save to attempt to obtain the best price reasonably obtainable therefor,

iii) increase the price of the goods remaining undelivered to its standard price or prices ruling on the actual date of delivery.

14a Payment
Unless otherwise agreed in writing by the seller, payment terms are strictly 30 days net from the date of invoice (subject to obtaining satisfactory references).

14b. the time stipulated for payment shall be of the essence of the contract and the failure to pay within the period specified shall entitle

14c. unless otherwise agreed in writing the buyer shall not be entitled to set off against any monies due to the seller under the contract any amount claimed by or due to the buyer by the seller weither pursuant to the contract or on any other account whatsoever.

14d. the seller reserves the right to charge interest on any part of that contract price not paid by its due date from that date until actual payment at the rate of 3%per annum above the base leading rate of HSBC Bank PLC prevailing from time to time during such period.

15. Suspension of Contract
If the buyer makes default in, or commits a breach of, any of its obligations to the seller hereunder; or is involved in any legal proceedings in which its solvency is involved, or (being a company) commences liquidation, ceases or threatens to cease trade, then in such case the seller shall immediately become entitled (without prejudice to its other claims and rights under this contract) to suspend further performance of this contract. For such time not exceeding six months, as it shall in its absolute descression think fit or (whether or not notice of such suspension shall have been given) to treat the contract as wrongfully repudiated by the buyer and forwith terminate the contract. The seller shall notify the buyer of the exercise of its opinion to suspend or terminate this contract within a reasonable time of it becoming aware of the act of default of the buyers part giving rise to the sellers right under this condition.

16. Title
Until the contract price of the goods comprised in this or any other contract between the seller and the buyer shall have been paid or satisfied in full and without prejudice limitation or restriction of the other rights of the seller hereunder.

16a. the title to and property in the goods shall remain vested in the seller ( notwithstanding the delivery of the same and the passing of the risk therein.)

16b. the seller may at any time recover and resell the goods ( in the buyers possession or under its control) if any of the events specified in clause 15 hereof shall occur and/or all other locations where the goods are situated.

16c. the buyer shall possess the goods as bailee of the seller. The buyer shall store the goods for the seller in a proper manner without charge to the seller and ensure that they are clearly identified as belonging to the seller. The seller shall be entitled to examine the goods in storage at anytime during normal business hours and upon giving the buyer reasonable notice thereof.

16d. the buyer is hereby authorised to sell the goods in the ordinary course of its business as agent of and for the account of the seller and to pass good title in the goods to its customers being bona fide purchasers for value without notice of the sellers rights but the buyers right of re-sale shall automatically cease upon the occurrence of any of the event referred to in clause15 and/or if any sum owed by the buyer to the seller under any contract is not paid on the due date for payment.

16e. Nothing in this clause 16 shall: -
i) entitle the buyer to return goods and/or materials or to delay payment thereof; or
ii) constitute or be deemed to have constituted the buyer as the agent of the seller otherwise than for the purpose of this clause16; or
iii) authorise the buyer to give or make any representation or warranty to any third party in relation to the goods which shall be binding on the seller unless the seller shall have authorised the buyer to do so in writing.

17. Law these conditions and each and every contract made pursuant thereto shall be governed by and construed in all respects in accordance with the Laws of England and the buyer and subject to condition18 hereof the seller irrevocable submit to the exclusive jurisdiction of the English courts.

18. Arbitration Any dispute regarding the fulfilment of this contract or any terms hereof shall be referred to the Tribunal of Arbitration of the Manchester Chamber of Commerce, the decision of which is to be binding on both parties hereto.