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Terms & Conditions

Standard Terms & Conditions

 

Herida Healthcare Limited Year Commencing – 2020

  1. INTERPRETATION

1.1 Definitions

Business Day” means a day other than a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business

Company” means that of Herida Healthcare Limited registered in England and Wales with company number 09918019.

Conditions” the terms and conditions set out in this document as amended from time to time.

Contract” the contract between the Company and the Customer for the sale and purchase of the Goods in accordance with these Conditions

Customer” means the person or firm who purchases the Goods from the Company.

Delivery Location” has the meaning given in clause 5.2.

Force Majeure Event” means an event, circumstance or cause beyond a party's reasonable control.

 “Goods” means the goods completely described within the Order.

Order” means the Customer's order for the Goods, as set out in the Customer's order form or the Customer's written acceptance of the Company’s quotation, as the case may be.

Specification” any specification for the Goods that is agreed in the Order.

Warranty Period” has the meaning given in clause 3.1.

1.2 Interpretation

(a)             A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b)         A reference to a party includes its personal representatives, successors and permitted assigns.

(c)             A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(d)             Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(e)             A reference to writing or written includes email unless otherwise expressly stated in these Conditions.

 

 

  1. BASIS OF CONTRACT

2.1            These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2            The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

2.3            The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.4            The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.5           Any samples, drawings, descriptive matter or advertising produced by the Company and any descriptions or illustrations contained in the Company’s advertising material are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.6            A quotation for the Goods given by the Company shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.

  1. RETURNS AND WARRANTIES

3.1            Unless otherwise specifically stated in the Company’s warranty policy, on the description, Specification or literature relating to the Goods, the Company warrants that on delivery and for a period of six (6) months from the date of shipping (“Warranty Period”), the Goods shall:

                  (a)     Conform in all material respect with the Specification; and

                  (b)    Be free from material defects in design, material and workmanship.

3.2            The Company shall not be liable for the Goods' failure to comply with the warranty set out in clause 3.1 in any of the following events:

(a)             the Customer makes any further use of such Goods after giving notice in accordance with clause 3.7;

(b)             the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(c)             the defect arises as a result of the Company following any drawing, design or Specification supplied by the Customer;

(d)             the Customer alters or repairs such Goods without the written consent of the Company;

(e)             the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;

(f)              the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or

(g)             as otherwise provided for in the Company’s warranty policy.

3.3            The Company and the Customer shall adhere to the terms of the Company’s warranty policy and these Conditions in relation to the return of the Goods.

3.4            Except as provided in this clause 3, the Company shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 3.1.

3.5            The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

3.6            These Conditions shall apply to any repaired or replacement Goods supplied by the Company.

3.7            If the Goods fail to meet the warranty provided in clause 3.1, the Customer must:

(a)             call the Freephone number on +44(0)800 193 6030, and provide the respective Goods serial number, Order number and date purchased to the Company, or if the Goods were obtains via a representative or distributor, the Customer must contact them directly in the first instance;

(b)             ensure that any Goods which are to be returned are cleaned and packaged ready for collection by the Company; and

(c)             conform to the Company’s return policy and warranty policy in force at the time of return of the Goods; and

(d)             prior to the return of any contaminated (used) goods, the MHRA guidelines (DB 2003(05) Management of Medical Devices Prior to Repair, Service or Investigation) states that such Goods should be brought to the attention of whoever is or may be involved with their return.

3.8            If any of the Goods should be found to be defective during (i) the Warranty Period, or (iii) upon delivery and such defects are reported in writing within three Business Days from delivery; the Company may, at its discretion, either:

(a)     repair or replace any part of the Goods; or

(b)             make an equivalent quantity of the Goods available to the customer free of charge (incoterms Ex-Works); or

(c)             repay a corresponding proportion of the price to the Buyer but shall not be under any other liability.

The Company shall be under no obligation to accept returns of Goods (post-delivery) other than for breach of warranty (e.g. in the case of Customer ordering error, surplus stock, etc). If the Company agrees to do so in writing or by agreement of a Director of the Company, a handling charge of 25% of the Order shall apply.

3.9            Goods ordered bespoke to Customer Specification are non-returnable, and non-refundable.

3.10         No Goods should be returned without prior agreement of Company and a returns note number being obtained.

3.11         No cancellation of an Order (prior to delivery) shall be valid unless providing in writing and agreed by an authorised representative of the Company. If written notice of cancellation of an Order is received by the Company, the Company reserved the right to levy a cancellation charge of 20% of the amount of the Order.

3.12         If the Goods arrive damaged, incomplete or incorrect, or if there is a shortage against the quantities specified on the delivery note (subject to the Company’s right to deliver in instalments), the Customer must give notice to the Company within three (3) Business Days, quoting the Order number and the delivery note number. Any claims made outside this period may not be accepted by the Company.

3.13         The Company reserves the right to levy a delivery charge plus 20% of the invoice value of the Goods, for handling and restocking, on all consignments tendered for delivery and which are refused by the Customer without reasonable justification.

3.14         All Goods returned must be in a good condition, and no less than the same condition as the Goods were upon delivery. The Customer shall be charged 100% of the invoice value of any Goods which are returned in an unsaleable condition.

  1. PRODUCT SPECIFICATION

4.1        The Goods are described in the Specification.

4.2            Although the Company ensures that every effort is made to descriptions and illustrations in our literature are clear and accurate. The Company reserves the right to amend the Specification, if required by any applicable statutory or regulatory requirements.

  1. DELIVERY

5.1            The Company shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

5.2            The Company shall deliver the Goods to the location set out in the Order (“Delivery Location”). The Customer may not change the Delivery Location once the Order has been placed unless expressly agreed by the Company in writing prior to delivery.

5.3            Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

5.4            The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.5            Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. For any Orders that are placed during the COVID-19 pandemic, the Customer acknowledges that delivery may be delayed beyond the estimated delivery date, and the Customer shall have no right to terminate the Order, or to obtain a refund due to such delays.

5.6            Delivery shall be made free of charge if the minimum order quantity or value as stated on the Specification is met. Additional charges shall apply to delivery of Goods below the minimum order quantity or value as stated on the Specification, shall be confirmed to the Customer upon Order acknowledgement.

5.7            Goods which consist of beds, hoists and other bulk items will attract additional carriage and handling charges due to additional size and weight restrictions. The Customer shall contact customer services for a complete Goods listing and applicable delivery charges.

5.8            The Company has the facility to roll Goods which are mattresses upon Customer request for logistical efficiency and storage purposes. This service is available on certain mattresses only due to the mattress construction. Advice can be given upon request which mattresses are suitable for rolling. The rolling of mattresses carries a surcharge, unless otherwise agreed in writing and signed by a Director of the Company in advance. Mattresses should not be kept rolled any longer than 6 weeks (CME foam) or 4 weeks (visco elastic based foam), as there is a risk of non-return to manufactured size, should a rolled mattress be returned due to it been mis-sized or mis-shaped by being kept rolled for longer than the recommended time, the Company will be under no obligation to accept the returned Goods.

  1. TITLE TO GOODS

6.1            The risk in the Goods shall pass to the Customer on completion of delivery in accordance with clause 5.3.

6.2            Ownership of, or title to, Goods only passes to the purchaser on full payment of the appropriate invoice. Goods supplied by the Company shall remain the property of the Company until such time as the Goods have been paid for in full.

6.3            Herida Healthcare Ltd is entitled to recover Goods after 60 days of supply with non-payment substantiated. Any returns costs will be fully charged to the Customer.

  1. PAYMENT

7.1            The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Company’s published price list in force as at the date of delivery.

7.2            Company may, by giving notice to the Customer at any time up to 5 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a)             any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, raw materials, manufacture, packing, transport, wages or other overheads and other manufacturing costs);

(b)            any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

(c)             any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions

7.3        The price of the Goods:

(a)             excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Company at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b)             excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

7.4            The Company may invoice the Customer for the Goods on or at any time after the completion of delivery.

7.5            Orders with a value of less than £200 (excluding VAT, net of any discount) will attract a £15.00 surcharge, plus VAT, to cover administration and adhoc delivery costs.

7.6            The Customer shall pay each invoice submitted by the Company:

                  (a)     in pounds sterling within 30 days of the date of the invoice; and

(b)             in full and in cleared funds to a bank account nominated in writing by the Company as specified on the invoice; and

(c)     time for payment shall be of the essence of the Contract

7.7            If the Customer fails to make a payment due to the Company under the Contract by the due date, then, without limiting the Companies remedies under clause 9 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.7 will accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

7.8            All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8            LIMITATION OF LIABILITY

8.1            The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.2        Nothing in in the Contract limits any liability which cannot legally be limited, including liability for:

(a)             death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(b)             fraud or fraudulent misrepresentation;

(c)             breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

8.3            Subject to Clause 8.2, the Company’s total liability to the Customer shall not exceed the value of the Order to which any liability relates.

8.4        Subject to Clause 8.2, the following types of loss are wholly excluded:

(a)     loss of profits;

(b)     loss of sales or business;

(c)     loss of agreements or contracts;

(d)     loss of anticipated savings;

(e)     loss of use or corruption of software, data or information;

(f)      loss of or damage to goodwill; and

(g)     indirect or consequential loss.

8.5            Unless the Customer notifies the Company that it intends to make a claim in respect of an event within the notice period, the Company shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 30 days from that date. The notice must be in writing and

8.6        This clause 8 shall survive termination of the Contract.

9            TERMINATION

9.1            Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Customer if:

(a)             the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;

(b)             the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c)             the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(d)             the Customer's financial position deteriorates to such an extent that in the Company’s opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

9.2            Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Customer and the Company if the Customer becomes subject to any of the events listed in clause 9.1(b) to Clause 9.1(d), or the Company reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

9.3            Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

9.4            On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt.

 

 

9.5            Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

9.6            Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after of the Contract shall remain in full force and effect.

  1. FORCE MAJEURE

The Company shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. Should any such Force Majeure Event occur the Company may cancel or suspend the Contract without incurring any liability for any loss or damage caused.

  1. COPYRIGHT

All copyright shall remain the property of the Company unless otherwise expressly agreed in writing with the Customer.

  1. GENERAL

12.1     Assignment and other dealings.

(a)             The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

(b)             The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.

11.2     Entire agreement.

(a)             This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b)             Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

11.3         Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). Email shall not suffice as writing for the purposes of this clause.

11.4         Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

 

11.5         Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision of the Contract is deemed deleted under this clause 11.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.6     Notices.

(a)             Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i)              delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to the address specified in the Order.

(b)     Any notice shall be deemed to have been received:

(i)              if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and

(ii)             if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

(iii)            if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.6(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c)             This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

11.7         Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

11.8         Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

11.9         Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.

11.10.     Complaints. Should the Customer wish to formally complain, they should write to the Customer service manager. The complaint will be promptly acknowledged and should the complaint not be resolved within five Business Days.

 

Terms & Conditions for the supply of PPE

 

Herida Healthcare Limited Year Commencing – 2020

  1. INTERPRETATION

1.1 Definitions

Business Day” means a day other than a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business

Company” means that of Herida Healthcare Limited registered in England and Wales with company number 09918019.

Conditions” the terms and conditions set out in this document as amended from time to time.

Contract” the contract between the Company and the Customer for the sale and purchase of the Goods in accordance with these Conditions

Customer” means the person or firm who purchases the Goods from the Company.

Delivery Location” has the meaning given in clause 5.2.

Force Majeure Event” means an event, circumstance or cause beyond a party's reasonable control.

 “Goods” means the goods completely described within the Order.

Order” means the Customer's order for the Goods, as set out in the Customer's order form or the Customer's written acceptance of the Company’s quotation, as the case may be.

Specification” any specification for the Goods that is agreed in the Order.

1.2 Interpretation

(a)             A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b)         A reference to a party includes its personal representatives, successors and permitted assigns.

(c)             A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(d)             Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(e)             A reference to writing or written includes email unless otherwise expressly stated in these Conditions.

 

 

  1. BASIS OF CONTRACT

2.1            These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2            The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

2.3            The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, at which point the Contract shall come into existence.

2.4            The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.5           Any samples, drawings, descriptive matter or advertising produced by the Company and any descriptions or illustrations contained in the Company’s advertising material are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.6            A quotation for the Goods given by the Company shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.

  1. RETURNS AND WARRANTIES

3.1            The Goods are sold without warranty, and without the right of return. Once the Order has been placed with the Company, the Customer shall not have the right to cancel the Order, or return the Goods under any circumstances.

  1. PRODUCT SPECIFICATION

4.1        The Goods are described in the Specification.

4.2            Although the Company ensures that every effort is made to descriptions and illustrations in our literature are clear and accurate. The Company reserves the right to amend the Specification, if required by any applicable statutory or regulatory requirements.

4.3            The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

  1. DELIVERY

5.1            The Company shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

5.2            The Company shall deliver the Goods to the location set out in the Order (Delivery Location). The Customer may not change the Delivery Location once the Order has been placed unless expressly agreed by the Company in writing prior to delivery.

5.3            Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

5.4            The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.5            Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. For any Orders that are placed during the COVID-19 pandemic, the Customer acknowledges that delivery may be delayed beyond the estimated delivery date, and the Customer shall have no right to terminate the Order, or to obtain a refund due to such delays.

  1. TITLE TO GOODS

6.1            The risk in the Goods shall pass to the Customer on completion of delivery in accordance with clause 5.3.

6.2            Ownership of, or title to, Goods only passes to the purchaser on full payment of the appropriate invoice. Goods supplied by the Company shall remain the property of the Company until such time as the Goods have been paid for in full.

6.3            Herida Healthcare Ltd is entitled to recover Goods after 60 days of supply with non-payment substantiated. Any returns costs will be fully charged to the Customer.

  1. PAYMENT

7.1            The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Company’s published price list in force as at the date of delivery.

7.2            Company may, by giving notice to the Customer at any time up to 5 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a)             any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, raw materials, manufacture, packing, transport, wages or other overheads and other manufacturing costs);

(b)            any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

(c)             any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions

7.3        The price of the Goods:

(a)             excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Company at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b)             excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

7.4            The Company may invoice the Customer for the Goods on or at any time after the completion of delivery.

7.5            Orders with a value of less than £200 (excluding VAT, net of any discount) will attract a £15.00 surcharge, plus VAT, to cover administration and adhoc delivery costs.

7.6            The Customer shall pay each invoice submitted by the Company:

                  (a)     in pounds sterling within 30 days of the date of the invoice; and

(b)             in full and in cleared funds to a bank account nominated in writing by the Company as specified on the invoice; and

(c)     time for payment shall be of the essence of the Contract

7.7            If the Customer fails to make a payment due to the Company under the Contract by the due date, then, without limiting the Companies remedies under clause 9 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.7 will accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

7.8            All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8            LIMITATION OF LIABILITY

8.1            The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.2        Nothing in in the Contract limits any liability which cannot legally be limited, including liability for:

(a)             death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(b)             fraud or fraudulent misrepresentation;

(c)             breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

8.3            Subject to Clause 8.2, the Company’s total liability to the Customer shall not exceed the value of the Order to which any liability relates.

8.4        Subject to Clause 8.2, the following types of loss are wholly excluded:

(a)     loss of profits;

(b)     loss of sales or business;

(c)     loss of agreements or contracts;

(d)     loss of anticipated savings;

(e)     loss of use or corruption of software, data or information;

(f)      loss of or damage to goodwill; and

(g)     indirect or consequential loss.

8.5            Unless the Customer notifies the Company that it intends to make a claim in respect of an event within the notice period, the Company shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 30 days from that date. The notice must be in writing and

8.6        This clause 8 shall survive termination of the Contract.

9            TERMINATION

9.1            Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Customer if:

(a)             the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;

(b)             the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c)             the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(d)             the Customer's financial position deteriorates to such an extent that in the Company’s opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

9.2            Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Customer and the Company if the Customer becomes subject to any of the events listed in clause 9.1(b) to Clause 9.1(d), or the Company reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

9.3            Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

9.4            On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt. 

9.5            Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

9.6            Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after of the Contract shall remain in full force and effect.

  1. FORCE MAJEURE

The Company shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. Should any such Force Majeure Event occur the Company may cancel or suspend the Contract without incurring any liability for any loss or damage caused.

  1. COPYRIGHT

All copyright shall remain the property of the Company unless otherwise expressly agreed in writing with the Customer.

  1. GENERAL

12.1     Assignment and other dealings.

(a)             The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

(b)             The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.

11.2     Entire agreement.

(a)             This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b)             Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

11.3         Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). Email shall not suffice as writing for the purposes of this clause.

11.4         Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

 

11.5         Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision of the Contract is deemed deleted under this clause 11.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.6     Notices.

(a)             Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i)              delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to the address specified in the Order.

(b)     Any notice shall be deemed to have been received:

(i)              if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and

(ii)             if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

(iii)            if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.6(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c)             This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

11.7         Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

11.8         Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

11.9         Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.

11.10.     Complaints. Should the Customer wish to formally complain, they should write to the Customer service manager. The complaint will be promptly acknowledged and should the complaint not be resolved within five Business Days.

 

COMPANY DETAILS

Herida Healthcare Ltd

Unit 2, Leeds 27 Industrial Estate

Bruntcliffe Avenue

Morley

Leeds LS27 OLL

Tel: 0800 1936030

Registered Office:

As above

Company Registration No: 09918019

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