Terms & Conditions
STANDARD TERMS AND CONDITIONS
FOR SUPPLY OF GOODS AND SERVICES
Medical Engineering Technologies Limited
Our standard terms and conditions of sale are:
The terms and conditions listed herein are MET's Standard Terms and Conditions of Sale and apply exclusively to agreements where the Buyer's purchase order is sent directly to and acknowledged directly by MET. In case of agreements where the Buyer's purchase order is sent directly to and acknowledged directly by one of the OEMs represented by MET, prevailing terms and conditions will be those agreed directly and independently between MET's OEM and the Buyer.
MET's quotations or order acknowledgements may include different or additional terms and conditions, either as a reflection of particular terms imposed on MET by their OEM, or due to the length and cost of certain projects. The terms stipulated in our quotations or order acknowledgements form the basis of our offer of goods or services (Goods) to the Customer and therefore the basis of our supply contract if the Customer places an order.
In the event of any conflict between the standard terms listed herein, those stipulated in a quotation and a Buyer’s purchase order, the terms of this document shall prevail.
The Buyer's assent to all of these terms and conditions shall be conclusively presumed from any conduct which recognizes the existence of a contract, including shipment of any purchase order in whole or part.
In this document the following words shall have the following meanings:
1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable Specification Document;
1.2 "Customer" means the organisation or person who purchases goods and services from the Supplier (this term is used interchangeably herein with the terms Buyer or Client);
1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 "Specification Document" means a statement of work, quotation or other similar document describing the goods and services to be provided by the Supplier;
1.5 "Supplier" means Medical Engineering Technologies Limited
Unit 16 Holmestone Road
Also refered to as MET or us.
2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and services by the Supplier to the Customer.
2.2 Before the commencement of the services the Supplier shall submit to the Customer a Specification Document which shall specify the goods and / or services to be supplied and the price payable (often in the from of a quotation and/or protocol). The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.
2.3 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.
2.4 The Customer is responsible for the provision of all test items and associated apparatus or consumables. For example when the Spcification Document details personal lubricant testing the Customer should supply both lubricants and condoms, or for NIS testing the Customer should supply pens, needles and cartridges.
3 PRICE AND PAYMENT
3.1 Upon approval of the Specification Document the Customer is expected to raise a Purchase Order and Order Number based on this document and MET Limited will accept by issuing an Order Acknowledgement. The services that MET Limited provide frequently require the customer to supply samples for assessment or testing in which case the Supplier shall also issue a Sample Receipt Acknowledgement. The Invoice for the order will usually be raised within one week of the Order Acknowledgement or the Sample Receipt Acknowledgement being issued. Invoices are normally issued for advance payment, other terms may be offered in the specification document or quotation. Sample receipts acknowledgements and order acknowledgements may contain ‘due dates’ or target dates: these dates are for indication only, they are not binding.
3.2 Invoiced amounts shall be due on receipt of samples unless other terms have been agreed in writing by the Supplier. In some cases staged payments are specified in the original Invoice. In such cases a new Invoice will be issued as each stage is reached and this new Invoice will refer back to the original. The Supplier is not under contractual oligation to start or continue work when payments are overdue. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 8% per annum above the base rate of the Bank of England. New customers and customers from outside the United Kingdom are normally required to make payment prior to the commencement of work. Work will not normally commence in the absence of a written purchase order. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order number for payment, the Customer shall be responsible for issuing such purchase order number before the goods and / or services are supplied.
3.3 MET quotes and Specification Documents give prices ex-works. Taxes and duties are addtionally the responsibility of the customer.
3.4 Acceptance of Order
MET will accept the Buyer's purchase order and provide the Goods in accordance with MET's quotation and/or MET's order acknowledgement.
Acceptance of order is strictly according to MET's general and payment terms as stated in MET's quotation and/or order acknowledgement. It is the responsibility of the Buyer to verify those terms and the general contents of MET's quotation and/or
order acknowledgement upon receipt and to notify any disagreements in writing immediately.
a) Prices are given ex-works and carriage is chargeable on all orders, unless otherwise confirmed in MET's quotation and/or order acknowledgement.
b) All prices may be subject to VAT.
3.5 General Payment Terms
The terms listed below apply to all orders sent directly to and acknowledged directly by MET and unless otherwise stipulated in MET's quotation and/or order acknowledgement.
a) Standard payment terms for all Goods are in advance. Terms of 30 days nett from the date printed on our invoice maybe offered to certain Clients.
b) Goods supplied to first-time and overseas Buyers are on a pro-forma invoice basis only.
c) MET reserves the right to rescind its 30 days (or otherwise agreed) credit to any Buyer who fails to settle their invoice(s) on time and in situations where extended payment terms have not been agreed to in writing by MET.
d) When payment of an invoice is overdue, MET reserves the right to suspend or stop the supply of Goods relating to that invoice and/or any other purchase order then in existence between MET and the Buyer until payment has been received.
e) Orders for machines or Services above a certain value are all subject to the payment of a deposit in order to initiate manufacture of the equipment. Failure to pay this deposit may result in delayed production and/or delivery of said equipment.
f) All Goods supplied within the UK are subject to VAT unless the Buyer provides a valid proof of VAT exemption. Goods supplied overseas may be subject to local taxes or duties, these are the responsibility of the Customer.
g) Goods remain the property of MET until paid for in full.
4 SPECIFICATION OF THE GOODS
All goods and services shall be required only to conform to the specification in the Specification Document. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract.
5.1 The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods or services.
5.2 All risk in the goods shall pass to the Customer upon delivery.
5.3 MET shall not be liable for loss or damage of Goods in transit whilst under the care of a third party carrier, unless such loss or damage is caused by our negligence. The Buyer should notify MET of any damage to the Goods within 3 days of delivery or, in case of non delivery, on the day when delivery was scheduled to occur. Whilst MET will endeavour to remedy the situation as part of our customer service, liability remains with the third party carrier.
5.4 Acceptance of Goods
Where MET was the recipient of the Buyer's purchase order, the Goods shall be deemed acceptable by the Buyer unless:
a) Consumables: the Buyer notifies MET within seven (7) days following receipt.
b) Machines not offered with factory acceptance inspection or trial (FAT): the buyer notifies MET within twenty (20) days following receipt of any non-conforming Goods.
c) Machines offered with FAT: the Buyer notifies MET within seven (7) days following completion of the FAT. Failure on the part of the Buyer to arrange a FAT when available, or to attend an agreed FAT shall be considered a formal acceptance of the goods.
d) Where an MET's OEM was the recipient of the Buyer's purchase order and in case of non-conformity of the Goods, that OEM's terms and conditions of acceptance of the Goods will prevail.
5.5 Cancellation of Order & Refusal to Accept Delivery
Cancellation of an order is not considered valid unless explicitly submitted in writing by the Buyer. MET reserves the right to apply cancellation charges, based on the value of the order and the time when MET receives written cancellation notice from the Buyer. Written request for information on cancellation charges is not considered a valid order cancellation. Refusal by the Buyer to accept delivery of Goods made available or manufactured by MET as per the Buyer's purchase order and subsequent order acknowledgement by MET, whether verbally upon notification of readiness of Goods for shipment or at their premises upon receipt of Goods, for any reason other than those expressly agreed to in writing by MET shall be considered a cancellation of order and liable to a 100% cancellation fee, including shipping costs when refusal occurs after collection of the Goods by a third party carrier.
MET's cancellation charges apply to the total value of the Goods as described in MET's order acknowledgement, excluding shipping costs (except for refusal to accept delivery).
5.6 Installation of Goods
Installation and calibration of the Goods, if applicable, are not included as part of the agreement unless expressly stated in MET's quotation and/or order acknowledgement. Installation and calibration may be available for an additional charge or may be provided at no additional cost to the Buyer at the sole discretion of MET.
Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods.
7 CUSTOMER`S OBLIGATIONS
7.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:
7.1.1 co-operate with the Supplier;
7.1.2 provide the Supplier with any information reasonably required by the Supplier; This should include, but will not exclusively contain: -
- Chemical safety data sheets
- Product’s perceived medical usage and classification
- Instructions for use
7.1.3 obtain all necessary permissions and consents which may be required before the commencement of the services; and
7.1.4 comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties.
7.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 7.1.
7.3 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the goods and services agreed to in the Specification Document, the Customer shall be required to pay to the Supplier “as agreed damages” and not “as a penalty” the full amount of any third party costs to which the Supplier has committed and in respect of cancellations, in less than five working days following written notice the full amount of the goods and services contracted for, as set out in the Specification Document, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 7.1 shall be deemed to be a cancellation of the goods and services and subject to the payment of the damages set out in this Clause.
7.4 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:
7.4.1 the Supplier shall have no liability in respect of any delay to the completion of any project;
7.4.2 if applicable, the timetable for the project will be modified accordingly;
7.4.3 the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.
8 ALTERATIONS TO THE SPECIFICATION DOCUMENT
8.1 The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in the Specification Document, which shall reflect the changed goods and/or services and price and any other terms agreed between the parties. This new Specification Document will replace the original document.
8.2 Either party may initiate alterations to the specification document by written request. Response to such a request from the other party regarding acceptability or pricing implications should also be in writing within 5 working days or within time scales agreed between the two parties
8.3 Any written requests for alterations initiated by the Customer will be evaluated for practicality and for price changes by the Supplier in writing
8.4 Any necessary changes to the testing procedure will be at the Supplier’s disgression and justification for the change will be written in the project test report.
9.1 The Supplier warrants that their input into the manufacture of product for immediate market consumption shall be free from, where applicable, any defects in design, workmanship, construction, or materials from the date of delivery for the total period of the shelflife of the device.
9.2 The Supplier warrants that their input into the manufacture of product as the whole or part of a device development project shall be free from, where applicable, any defects in design, workmanship, construction, or materials from the date of delivery for a period of two months unless the Customer requests in writing a further period of time for assessment
9.3 The Supplier warrants that Laboratory services will be performed in accordance with the Specification Agreement prepared between the Supplier and the Customer. The services will be conducted by technicians with the appropriate competency for carrying out such services, using calibrated equipment appropriate for such services without exclusion or falsification. Deviation from the Specification Agreement protocol will be recorded in the Laboratory Report together with reason for the deviation.
9.4 Except as expressly stated in this Agreement, all warranties whether expressed or implied, by operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by the Supplier.
The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any goods and/or services provided by the Supplier in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.
11 LIMITATION OF LIABILITY
11.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates.
11.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
11.3 MET shall not be liable for any special, incidental or consequential damages, or for loss, damage or expense directly or indirectly arising from the use of the Goods, or from customer's inability to use the Goods, or from any other cause.
11.4 MET accepts no responsibility for damages of any description due to late or incorrect delivery of products or services.
Either party may terminate this Agreement forthwith by notice in writing to the other if:
12.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
12.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
12.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
12.4 the other party ceases to carry on its business or substantially the whole of its business; or
12.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
13 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.
14 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
15 INDEPENDENT CONTRACTORS
The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Specification Document.
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, , if given by letter shall be
deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
20 ORDER CANCELLATION CHARGES
Cancellation within 1 week of receipt of purchase order: 30% Cancellation after 1 week following receipt of purchase order: 100% Refusal to accept delivery: 100%
21 ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
22 NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
23 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
If legal action is necessary to enforce an agreement between the Buyer or obtain due payment, the Buyer will be responsible for any costs and legal fees incurred by MET in that pursuit.
a) Goods supplied by MET remain the property of MET until payment has been received in full.
b) Failure by the Buyer to pay for the Goods in full as originally agreed, or according to reviewed payment terms subsequently agreed in writing between MET and the Buyer, will result in MET seeking legal recovery of the Goods from the Buyer and/or seeking financial compensation at the Buyer's expense.
c) MET reserves the right to charge the Buyer interest on overdue accounts at the maximum monthly rate of 8% above base rate.
These terms and conditions may not be modified or rescinded except in document signed by MET and the Buyer.