Terms And Conditions

Synergy Health plc
Patient Care Division
Matrix Park
Buckshaw Village
Chorley
PR7 7NB
United Kingdom

Tel: 01772 299900
Fax: 01772 299934

1. Definitions

In these Conditions:

• “Buyer”  - means the person whose order for the Goods is accepted by the Seller;
• “Conditions” - means the standard terms and conditions of sale set out in this document;
• "Contract” - means any contract between the Seller and the Buyer for the purchase and sale of the Goods;
• “Delivery Address” - means the address for delivery of the Goods as stated in the Buyer’s order
• “Goods” - means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions;
• “Seller” - means Synergy Health plc; and
• "Writing” - includes facsimile transmission, e-mail and comparable means of communication.

2. Basis of the Sale

1. The Seller shall sell and the Buyer shall purchase the Goods in accordance with any order of the Buyer which is accepted by the Seller, subject to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such order is made, or purported to be made, by the Buyer.
2. No variation to these Conditions shall be binding unless agreed in Writing by a director of the Seller.
3. The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed in Writing by a director of the Seller.  In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
4. Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
5. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
6. All descriptions or illustrations contained in the Seller’s catalogues or brochures are given for the sole purpose of giving an approximate idea of the Goods described in them and do not form part of the Contract.

3. Orders and Specifications

1. No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed by telephone or email by the Seller’s authorised representative or (if earlier) the Seller delivers the Goods to the Buyer.
2. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3. The quantity and description of and any specification for the Goods shall be confirmed at the point of order.
4. If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim of infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
5. The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

4. Price of the Goods

1. The price of the Goods shall be the price set out in the brochure or website which has been confirmed by the Seller.
2. The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost of the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture) or any change in delivery dates, quantities, packaging requirements or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
3. The Seller will not make a charge for deliveries within the UK with a value of or exceeding £24.30. Orders for deliveries outside the UK or with a value of under £24.30, will be subject to a delivery charge.  Delivery charges will be clearly stated at point of order.
4. The price is exclusive of any applicable value added tax which the Buyer shall be additionally liable to pay to the Seller.

5. Samples

The Buyer shall pay the Seller for any samples of the Goods supplied by the Seller to the Buyer at the pro rata price for the Goods.

6. Terms of Payment

1. The Buyer must make full payment to the Seller prior to delivery. The Seller accepts payment by credit/debit card, cheque, bankers draft or postal order.
2. The time of payment of the price shall be of the essence of the Contract.  Receipts for payment will be issued only upon request.
3. If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
1. cancel the Contract or suspend any further deliveries to the Buyer;
2. appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
3. charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 3% per annum above Barclays Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).  The Seller reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
4. All costs, charges and expenses incurred by the Seller in recovering any debt due by the Buyer shall be paid by the Buyer on a full indemnity basis.

7. Delivery

1. Unless otherwise agreed in Writing by the Buyer and the Seller delivery of the Goods shall be made by the Seller delivering the Goods to the Delivery Address.
2. The Seller will aim to deliver goods within 5 working days of receipt of payment.  However, any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused.  The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
3. Where the Goods are to be delivered in instalments, such delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to cancel the entire Contract.
4. If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
5. If the Buyer fails to take delivery of the Goods or fails to give the Seller a specific delivery date or fails to give adequate delivery instructions at the time stated for delivery  then, without prejudice to any other right or remedy available to the Seller, the Seller may:
1. store the Goods until actual delivery and charge the Buyer for the reasonable costs incurred (including without limitation storage and insurance); or
2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall below the price under the Contract.

8. Risk and Property

Risk of damage to or loss of the Goods shall pass to the Buyer:

1. in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
2. in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.

9. Warranties and Liability

1. Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification and will be free from defects in material and workmanship at the time of delivery.
2. Without prejudice to the generality of the foregoing the above warranty is given by the Seller subject to the following conditions:
1. the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer or where the defect arises because the Buyer fails to store the Goods correctly or because the Buyer alters or repairs the Goods without the written consent of the Seller or where the Goods have been misused; and
2. the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.
3. Where the Goods are sold under a consumer transaction as defined by the Consumer Transactions (Restrictions on Statements) Order 1976 the statutory rights of the Buyer are not affected by these Conditions.
4. Notwithstanding any other clause of these conditions, the Seller shall not be obliged to make any refund to the Buyer where the Goods have been destroyed by the Buyer or the Buyer has marked or damaged the Goods in any way.
5. Except in respect of death or personal injury caused by the Seller’s negligence or fraudulent misrepresentation, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which are not reasonably foreseeable and which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.
6. The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control.  Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control;
1. act of God, explosion, flood, tempest, fire or accident;
2. war or threat of war, sabotage, insurrection, civil disturbance, or requisition;
3. acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority
4. import or export regulations or embargoes;
5. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
6. difficulties in obtaining raw materials, labour, fuel, parts or machinery; and
7. power failure or breakdown in machinery.
   

10. Cancellations

The Buyer must notify the Seller of a cancellation, within 7 days after the day on which you receive the Goods. However, this will not apply to (any Goods made to your specification, any perishable goods or any sterile goods where the seals have been broken on the packaging).  The notice must be in writing and sent to  Customer Services, Synergy Health plc, Matrix Park, Buckshaw Village, Chorley, PR7 7NB, United Kingdom.  You shall receive a full refund but you shall be responsible for the cost of postage.  You must return the Goods to us within 14 days.  Until you return the Goods to us at the above address, you have a statutory duty to take reasonable care of the Goods and we shall have a right of action against you if you fail to do so.

11. Product Returns

1. Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be given a reasonable opportunity to examine the Goods and, if it agrees that the Goods are defective, the Seller shall be entitled, at its option, to replace the Goods (or refund to the Buyer the price of the Goods or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
2. No arrangement to refund the Buyer the price of the goods or a proportionate part of the price shall be binding on the Seller unless agreed in Writing by a director of the Seller.

12. Export Terms

1. Where the Goods are supplied for export from the United Kingdom, the conditions of this clause 11 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provisions of these Conditions.
2. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
3. Payment of all amounts due to the Seller shall be made as agreed by the Buyer and the Seller before delivery.
4. The Seller will provide the buyer with a quotation for delivery at the time the order is placed.
   

13. Notices

Any notices required or permitted to be given hereunder by either party to the other may be served personally or left at the residence or place of business of the other party or may be sent by post in which case such notice shall be deemed to have been received in the U.K,. within 48 hours after posting and outside the U.K within 5 days of posting.

14. General

1. The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
3. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
4. A person who is not a party to the Contract shall have no right to enforce any term of the Contract by virtue of the Contract (Rights of Third Parties) Act 1999.

15. Arbitration

If any dispute or difference shall arise between the Seller and the Buyer under these conditions the Buyer agrees that such dispute or difference may at the Seller's election be referred to the Arbitration Tribunal of the Manchester Chamber of Commerce and the decision of such Tribunal shall in such case be final and binding.

16. Law and applicable jurisdiction

The terms and conditions of this contract shall be subject to and interpreted and construed in accordance with English law, including English conflicts of law and the English Courts shall have exclusive jurisdiction in any dispute which may arise save that the Seller may institute and maintain proceedings in respect of this contract in any country.  In the event of any action in respect of this contract being taken the Seller may serve any claim form or other process upon the Buyer by posting it to the Buyer’s last known place of business.