These Terms of Sale (Terms and Conditions) shall be incorporated in and form part of every contract for the sale by Clear Medical Consulting Ltd. (hereinafter called “we”, or “us”) of any products, materials or other goods (hereinafter called the “Goods”) which shall form the basis of the contract between us and the persons and/or the company (hereinafter called “you”) purchasing the goods.
1. Acceptance of Order
Unless otherwise agreed in writing all orders are accepted by us subject to these Terms and Conditions of Sale which override any other terms or conditions specified or referred to by you, so that these are the only Terms and Conditions of Sale upon which we sell or supply the Goods. The contract for the sale of the Goods between us and you shall be deemed to have been made when we send or otherwise communicate to you an acceptance of the order.
2. Cancellation and alteration
Details of the Goods as described in our sales documentation are subject to alteration without notice. We reserve the right to cancel your order for any reason.
Goods will not be dispatched until payment has been received in full.
i. We will arrange for the delivery of the Goods to the delivery address specified. If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day. If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
a. store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and/or
b. make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
c. after 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
ii. If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
iii. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. We can deliver the Goods by installments, which will be invoiced and paid for separately. Each installment is a separate contract. Any delay in delivery or defect in an installment will not entitle you to cancel any other installment. Contracts for delivery by installments shall be deemed to be inadvisable, unless we deem necessary.
5. Inspection and Acceptance of Goods
You must inspect the Goods on delivery or collection. If you identify any damages or shortages, you must inform us immediately by telephone or email within 24 hours of delivery, providing details. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection. Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them. You bear the risk and cost of returning the Goods. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 24 hours after delivery. We will be under no liability or further obligation in relation to the Goods if:
a. you fail to provide notice as set above; and/or
b. you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
c. the defect arises because you did not follow our oral or written instructions about the storage, use and maintenance of the Goods; and/or
d. the defect arises from normal wear and tear of the Goods; and/or
e. the defect arises from misuse or alteration of the Goods, negligence, willful damage or any other act by you, your employees, or any third parties.
We can terminate the sale of Goods under the Contract where:
a. you commit a material breach of your obligations under these Terms and Conditions;
b. you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
c. you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
d. you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.
9. Warranty and Limitation of Liability
We warrant that the Goods are of merchantable quality and unless otherwise agreed are produced at the tolerance specified in the sales documentation. Our liability under the Contract, and in breach of statutory duty will be limited to this clause. Subject to the clauses above on Inspection and Acceptance of goods, all warranties, conditions, or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
i. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.
ii. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
a. any indirect, special or consequential loss, damage, costs, or expenses; and/or
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
d. any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
e. any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
10. Circumstances beyond control
We shall not be liable for any failure nor delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
11. Law and Jurisdiction
These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
12. Change of Terms of Sale and notice
These terms and conditions are subject to change due to changing business needs. We will send you a notice of change 30 days prior to the term being implemented.
If there is anything you want to ask us, please contact us.