Conditions of Sale

1. General

These Conditions of Sale (“the Conditions”) supplied by Salts Healthcare Ltd (“The Company”) to a purchaser (“the Buyer”) shall be incorporated into each contract (“the Contract”) made by the Company for sale of the Company's goods (“the Goods”). The Company contracts as aforesaid upon such terms as are agreed between the Company and the Buyer and upon the terms of the Conditions alone. No conditions or terms of the Buyer shall apply to this contract. No variation of any of the Conditions shall be effective unless in writing and signed by a duly authorised representative of the Company

2. Quotations and Acceptance of Orders

The Contract shall become binding only upon the confirmation of acceptance of any order by the Company in writing and accordingly all quotations or tenders made and price or product lists supplied by the Company shall be treated an invitations to treat only.
Subject to Clause 5.2 any quotation by the Company remains open for acceptance for 30 days from the date on which the Company send the quotation to the buyer unless the quotation specifically refers to an alternative period during which the quotation shall remain valid.
The placing of an order by the Buyer shall be conclusive evidence that the Buyer having checked the quotation is fully satisfied that the quotation is in accordance with its requirements.

3. Specifications

If Goods are supplied in accordance with the Buyer's specifications (“the Specifications”) the Buyer shall be solely responsible for the Specifications and ensuring that they are accurate.
The Buyer shall be responsible for supplying he Specifications an any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms
The specifications and designs of the Company which without prejudice to the generality of the foregoing shall include illustrations, drawings, weights and dimensions are, unless expressly stated other wise, subject to modification or improvement and must be regarded as approximate representations only and are not binding in detail unless expressly stated to be so and such title and copyright in the specifications submitted by the Company shall remain vested in the Company.
The Buyer agrees that it shall not disseminate or disclose to any third party any of the information relating to the Company's specifications without the prior written consent of the Company or the party in whom title and copyright in the specifications is vested.

4. Packaging

Packaging for the Goods shall be at the discretion of the Company which shall have the right to pack the Goods in such manner and with such materials and in such quantities as it in its absolute discretion thinks fit unless detailed packaging instructions are received from the Buyer and agreed in writing by the Company prior to agreeing a price for the Goods.

5. Price

All prices shall be as stated by the Company.
All prices stated shall be subject to variation at the sole discretion of the Company at any time without prior notice and the Company shall notify the Buyer of any variation before delivery of the Goods.

6. Payment

Subject to any special terms agreed in writing between the Company and the Buyer liability for payment for the Goods supplied shall arise on delivery and the Company shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery for the Goods unless the Goods are to be collected by the Buyer or the buyer wrongfully fails to take delivery of the Goods, in which event the Company shall be entitled to invoice the Buyer for the price at any time after the Company has notified the Buyer that the Goods are ready for collection or (as the case may be) the Company has tendered delivery of the Goods and payment is due not later than the end of the month or as the case may be the Company has notified the Buyer that it is awaiting specific delivery instructions and/or that the place for delivery has not been agreed and payment in cash is due thirty days from the date of the Company's invoice. Payment shall be due and the Company shall be entitled to sue for the price whether or not property in the Goods has passed by virtue of Clause 10.
Sums unpaid after the due date shall bear interest until the day payment is received at the rate of 5% per annum above the base rate from time to time of Lloyds Bank plc accruing from day to day from the date of delivery until the date of payment in full.
If the recovery of sums outstanding from the Buyer is passed to a Debt Collection Agency the Buyer shall pay the Company's costs in instructing the said Debt Collection Agency and all ancillary legal costs.
Without prejudice to any other rights or remedies of the Company any default of the Buyer in making payment on the due date shall entitle the Company to suspend deliveries under the Contract or any other contract so long as the default continues and to treat the Contract as repudiated by the Buyer and determined if the Buyer has not within (4 days of receiving written notice from the Company paid all sums due to the Company.

7 Delivery

Delivery shall take place when the Goods are unloaded at or delivered to the Buyer's premises or other delivery location agreed between the Company and the Buyer except that:-

If the Buyer collects or arranges collection of the Goods from the Company's premises, or nominates a carrier for the Goods delivery shall take place when the Goods are loaded on to the collection or Carrier's vehicle; or
If the Goods are ready to be despatched from the premises of the Company to the Buyer and the Buyer has failed or refused to provide the Company with detailed delivery instructions and/or the place for delivery has not been agreed in writing by the Company the delivery shall take place when the Company has notified the Buyer that it is awaiting specific delivery instructions and/or that the place for delivery has not been agreed.

Time for delivery shall not be of the essence unless previously agreed by a director of the Company in writing. The Company will use its reasonable endeavours to complete delivery on or before any delivery dates requested by the Buyer or estimated by the Company but will not be liable for any delay in delivery.
The Buyer shall accept immediate delivery or arrange suitable storage, failing which the Company may either:-

Effect delivery by whatever means it thinks most appropriate; or
Arrange storage at the buyer's risk and expense pending delivery; or
Resell or otherwise dispose of the Goods without prejudice to any other rights the Company may have against the Buyer for breach of contract or otherwise.

Where the Contract provides for delivery by instalments each instalment shall constitute a separate contract and any failure or defect in any one or more instalments delivered shall not entitle the Buyer to repudiate the Contract nor or cancel any subsequent instalments.
The Buyer shall not be entitled to reject the Goods by reason only of short delivery.
The quantity of the Goods delivered under the Contract shall be recorded by the Company upon despatch form the Company's factory or warehouse and the Company's record shall be accepted by the Buyer as conclusive evidence of the quantity delivered.
It is the Buyer's responsibility to notify the Company if the Goods have not been received by the Buyer within seven days of the date of receipt of the Company's invoice therefore. If no notification is made the Buyer shall be deemed to have received the Goods.

8. Examination and Claims

The Buyer shall upon delivery examine the Goods and shall promptly (but in any event within seven working days of delivery) notify in writing the Company and the carrier; where relevant, of any apparent damage, defect or shortage.
The Buyer shall comply with the carriers rules, regulations and requirements so as, when appropriate, to enable the Company to make a claim against the carrier in respect of any damage or loss in transit.
Claims in respect of damage, defects or shortage not apparent on examination under 8.1 must be notified in writing to the Company within twenty-one days of the date of delivery.
Notification under 8.1 and 8.3 above shall be first made by telephone then by notice in writing delivered by facsimile or by first class recorded delivery mail and addressed to Salts Healthcare Ltd, Richard Street, Aston, Birmingham, B7 4AA, England. TEL: 0121 333 2000, FAX: 0121 333 2010.
In default of such notification the Company shall, subject to any claim which the Buyer may have under the Warranty referred to in Clause 9, be deemed conclusively to have properly performed its obligation under the Contract.

9. Guarantee and Warranty

The Goods are subject to the guarantee (“the Guarantee”) if any submitted by the Company in writing to the Buyer which has been agreed as appropriate and fair.
Save as referred to in 9.1 above the Company warrants only (“the Warranty”) that the Goods are reasonably free from defects in design (other than a design submitted or specified by the Buyer) in material or workmanship for twelve months from the date of delivery (“the Warranty Period”) provided always that in respect of goods, materials, parts or components supplied but not manufactured by the Company the Warranty will be equivalent to the Warranty (if any) which the Company may have received from the manufacturer or supplier of such goods, materials, parts or components but not so as to impose a liability greater than that imposed on the Company by the aforesaid Warranty Period and provided that the Buyer has given the Company written notice and satisfactory proof of any defect promptly upon discovery of such defect but in no case later than seven days after expiry of the Warranty Period.
The Company's obligations to the Buyer under the Warranty shall not apply:-

To damage caused by the Buyer's or any third party's act, default or misuse of the Goods (including, without limitation damaged caused by faulty or negligently maintained lifting equipment or the misuse of lifting equipment by any person in connection with which the Goods are used) or by failure to follow any instructions supplied with the Goods;
If the Goods have been stored, handled or applied in such a way that damage is likely to occur;
If the goods are altered, modified or repaired in any place other than the Company's factory or by persons not expressly nominated or approved in writing by the Company;
If the Buyer shall not have paid by the due date for payment for all Goods supplied whether under the Contract or under any other contract between the Company and the Buyer.
In respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer.

Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
Subject to 9.2 on the left, the Company shall at its sole option repair or replace the Goods or refund the purchase price for the Goods found to be defective in design, materials or workmanship.
Save for liability for death or personal injury arising from the Company's negligence and for liability arising under the Consumer Protection Act 1987 (which if proved is not excluded) the Company's obligation to repair, refund or replace as aforesaid shall constitute the full extend of the Company's liability in respect of any loss or damage sustained by the Buyer whether caused by any breach of the Contract or by misrepresentation (unless fraudulent) or by the negligence of the Company its employees or agents or arising from any other cause whatsoever and the Company shall not be liable for any consequential, economic, direct or indirect loss suffered by the Buyer arising therefrom.
The cost to the Company of an incidental to the return by the Buyer of the Company of any of the Good delivered hereunder shall, except to the extent that the Company has accepted responsibility hereunder, be the responsibility of the Buyer who shall indemnify the Company against any such costs of the foregoing costs of transport and testing or any other cost or loss to the company arising therefrom.
Notwithstanding sub-clause 9.5 above the Buyer shall, except where he is a person who suffers personal injury or death or loss or damage to property such as to give rise to a claim under the Consumer Protection Act 1987, indemnify the Company against all loss, damage, liability, legal fees and costs arising from any such claim made against the Company under the Consumer Protection Act 1987.
Save for liability for death or personal injury arising from the Company's negligence and for liability arising under the Consumer Protection Act 1987 (which if proved is not excluded) the Maximum liability of the Company under or in connection with the Contract shall not exceed the price of the Goods.

10. Property and Risk

Risk shall pass to the Buyer at the time of delivery in accordance with Clause 7 of the Conditions and the Goods should be insured accordingly.
Notwithstanding that risk in the Goods shall pass to the Buyer in accordance with Clause 10.1, title to the Goods (whether separate and identifiable or incorporated in or mixed with other goods) shall remain with the Company until payment in full has been received by the Company:-

For those Goods.
For any other Goods supplied by the Company.
Of any other monies due from the Buyer to the Company on any account.

Until title to the Goods passes to the Buyer under Clause 10.2 the Buyer shall:-

Keep the Goods separately and readily identifiable as the property of the Company.
Not attach the Goods to real property

Any resale by the Buyer of Goods in which property has not passed to the Buyer shall (as between the Company and the Buyer only) be made by the Buyer as agent for the Company.
Goods shall be deemed sold or used in the order delivered to the Buyer.
At any time before title to the Goods passes to the buyer (whether or not any payment to the Company is then overdue or the Buyer hereby is otherwise in breach of any obligation to the Company), the Company may (without prejudice to any other of its rights):

Retake possession of all or any part of the Goods and enter any premises for that purpose (or authorise others to do so) which the Buyer hereby authorises;
Require delivery up to it or all or any part of the Goods.

The Company may at any time appropriate sums received from the Buyer, as it thinks fit notwithstanding any purported appropriation by the Buyer.
Each clause and sub-clause of this Clause 10 is separate, severable and distinct and accordingly, in the event of any of them being for any reason whatever unenforceable according to its terms, the others shall remain in full force and effect.

11. Breach by or Insolvency by the Buyer

For the purpose of this Clause 11 the Events are:-

The giving of any notice to the Buyer that a receiver; a manager, administrative receiver supervisor; nominee, administrator or other similar person is to be or has been appointed over any of the property or assets of the Buyer or that a petition to wind up the Buyer as to be or has been presented or that an application for an administration order is to be or has been made or of any notice of a resolution to wind up the buyer (save for the purposes of a bona fida reconstruction or amalgamation):
A decision by the Buyer that the Buyer intends to make any arrangement or composition with its creditors generally;
Where the Buyer pursuant to Section 123 or 268 of the Insolvency Act 1986 appears to be unable to pay its debts or appears to have no reasonable prospect of being able to pay its debts;
Any distress or execution is levied or its threatened to be levied on any property or assets of the Buyer;
The inability of the Buyer to pay its debts as they fall due.
The Buyer (where the Buyer is a natural person) becomes bankrupt of if while the Buyer is a patient within the meaning of the Mental Health Act 1983 an order shall be made in respect of his property under Section 95 or 96 of that act or any statutory amendment re-enactment or modification thereof.

If the Buyer shall not comply with any of its obligations to the Company or upon the occurrence of any of the Events referred to in Clause 11.2, the Company shall have the right forthwith to terminate the Contract but without affecting any other claim, right or remedy of the Company against the Buyer.

12. Cancellation, Suspension and Termination

If the Buyer shall purport to cancel the whole or any part of the Contract the Company may be notice in writing to the Buyer elect to treat the Contract as repudiated and the Buyer shall thereupon be liable to pay to the Company by way of liquidated damages a sum equal to all the expenses incurred by the Company in connection with the Contract including an appropriate amount in respect of administrative overheads, costs and losses of profit. The Company/s reasonable estimate of the expenses incurred shall be final and binding on the parties.
If for any cause whatsoever beyond its control the Company is unable to make any delivery on the applicable delivery date or perform any of its obligations under the Contract the Company may be notice in writing to the Buyer terminate the Contract or suspend the Contract without liability for any loss or damage thereby incurred by the Buyer.

13. Export Sales

In respect of sales of the Goods outside the United Kingdom (“Export Sales”) the provisions of these Conditions shall apply unless inconsistent with the terms of this Clause.
Unless otherwise specifically agreed in writing between the Company and the Buyer all Export Sales shall be made C.I.F to the Buyer's premises and the Company's prices as set out in its Price List shall be increased to cover the Company's costs in making such deliveries.
Unless otherwise agreed in writing payment shall be made by irrevocable letter of credit drawn in England on a United Kingdom Clearing Bank and Licensed Deposit Taker in the United Kingdom on presentation of the bills of lading.
The Buyer warrants that if an import licence or permit is required for the importation of the Goods into the country of destination then such import licence or permit has been obtained or will be obtained prior to shipment.

14. Force Majeure

Insofar as the performance of the Contract by the Company may be affected by an strike, any lack of available shipping or transport or materials, any restriction regulations or decree by any local or municipal authority or government department or by an cause beyond the Company's reasonable control (which shall be construed without reference to the preceding causes) the Company may elect as its absolute discretion either:-

To terminate the Contract or
To proceed to perform or continue performance under the Contract with a reasonable time after the termination of such events or circumstances.

In the event that the Company makes an election under Clause 14.1 the Buyer shall accept the Goods or such part of them as are delivered to it not withstanding any delay.

15. Patents, Registered Designs, Trade Marks, Trade Names and Copyright

The Buyer shall indemnity the Company against all damage, loss, costs, claims and expenses arising out of any infringement of any letters patient, registered design, trade mark, trade name or copyright or any claim for such infringement or any claim for passing off arising out of work carried out in accordance with the Buyers specifications.

16. Right to Sub-Contract/Assignment

The Company shall be entitled to sub-contract the whole or any part of the Contract without the Buyers consent.
The Company shall be entitled to assign or other wise transfer the whole of any part of the Contract or any of the Company's rights and obligations hereunder (including without limitation any debt or indebtedness owed by the Buyer to the Company) whether in whole or in part without the prior written consent of Buyer.

17. Severance

Should any one or more of these Conditions or sub-conditions thereof be found to be or become invalid, illegal or unenforceable in any respect under any law the enforceability and validity of the remaining Conditions and sub-conditions shall not in any way be affected or impaired thereby.

18. Waiver

No waiver by the Company 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.

19. Proper Law

The Contract is and shall be deemed to have been made in England and shall in all respects be governed by English Law and shall be subject to the Exclusive jurisdiction of the English Courts.