Terms & Conditions

TERMS & CONDITIONS OF SALE

The buyer’s attention is in particular drawn to the provisions of condition 10.4.

1. INTERPRETATION
1.1  The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: the person, firm or company who purchases the Goods from the Company.
Company: Medical Wire and Equipment Co (Bath) Limited.
Contract: any contract between the Company and the Buyer for the sale and purchase of the
Goods, incorporating these conditions.
Customer Packaging: means any specifi c packaging required by the Customer in relation to the
Goods (including pallet type).
Delivery Point: the place where delivery of the Goods is to take place under condition 4.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including
any part or parts of them).
Minimum Order Value: in the case of orders where delivery takes place within the United
Kingdom, £60 and in the case of orders where delivery takes place outside the United Kingdom,
£150.
Restocking Charge: an amount equal to 30% of the price paid by the Buyer for such Goods
which the Company agrees may be returned to the Company. United Kingdom Only.
Special Documents: any documentation required by the Buyer in relation to the Goods other
than an invoice.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking
account of any amendment, extension, application or re-enactment and includes any subordinate
legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these conditions.

2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3 and subject (where applicable) to the terms
of any agreement between the parties appointing the Buyer as a distributor of the Company,
the Contract shall be on these conditions to the exclusion of all other terms and conditions
(including any terms or conditions which the Buyer purports to apply under any purchase order,
confi rmation of order, specifi cation or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase
order, confi rmation of order, specifi cation or other document shall form part of the Contract
simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to all the Company’s sales and any variation to these conditions and
any representations about the Goods shall have no effect unless expressly agreed in writing
and signed by a director of the Company. The Buyer acknowledges that it has not relied on
any statement, promise or representation made or given by or on behalf of the Company which
is not set out in the Contract. Nothing in this condition shall exclude or limit the Company’s
liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be
deemed to be an offer by the Buyer to buy Goods subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written
acknowledgement of order is issued by the Company or (if earlier) the Company delivers the
Goods to the Buyer.
2.6 The Buyer shall ensure that the terms of its order and any applicable specifi cation are
complete and accurate.
2.7 Any quotation is given on the basis that no Contract shall come into existence until the
Company despatches an acknowledgement of order or (if earlier) the Company delivers the
Goods to the Buyer. Any quotation is valid for the period of time from its date specifi ed in the
quotation or, where no period is specifi ed, 30 days from its date, provided that the Company
has not previously withdrawn it.

3. DESCRIPTION
3.1 The quantity and description of the Goods shall be as set out in the Company’s quotation,
acknowledgement of order or, where no quotation or acknowledgement of order is issued by
the Company, as set out in the order placed by the Buyer.
3.2 All samples, drawings, descriptive matter, specifi cations and advertising issued by the
Company and any descriptions or illustrations contained in the Company’s catalogues or
brochures are issued or published for the sole purpose of giving an approximate idea of the
Goods described in them. They shall not form part of the Contract and this is not a sale by
sample.

4. DELIVERY
4.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place
at the Company’s place of business.
4.2 Where delivery of the Goods takes place at the Company’s place of business, the Buyer
shall take delivery of the Goods within 3 days of the Company giving it notice that the Goods
are ready for delivery.
4.3 Any dates specifi ed by the Company for delivery of the Goods are intended to be an estimate
and time for delivery shall not be made of the essence by notice. If no dates are so specifi ed,
delivery shall be within a reasonable time.
4.4 Subject to the other provisions of these conditions the Company shall not be liable for any
direct, indirect or consequential loss (all three of which terms include, without limitation, pure
economic loss, loss of profi ts, loss of business, depletion of goodwill and similar loss), costs,
damages, charges or expenses caused directly or indirectly by any delay in the delivery of the
Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Buyer to
terminate or rescind the Contract unless such delay exceeds 180 days.
4.5 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready
for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not
provided appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the
Company’s negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all
related costs and expenses (including, without limitation, storage and insurance).
4.6 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate
equipment and manual labour for loading the Goods.
4.7 If the Company delivers to the Buyer a quantity of Goods of up to 10% more or less than
the quantity accepted by the Company, the Buyer shall not be entitled to object to or reject the
Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the
pro rata Contract rate.
4.8 The Company may deliver the Goods by separate instalments. Each separate instalment
shall be invoiced and paid for in accordance with the provisions of the Contract.
4.9 Each instalment shall be a separate Contract and no cancellation or termination of any
one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other
Contract or instalment.
4.10 The Company shall be under no obligation to take back or offer refunds to the Buyer
in respect of Goods ordered in error but may from time to time, by separate agreement in
writing between the parties, enter into such an arrangement provided that the parties are able
to agree relevant terms which shall include (without limitation) the payment by the Buyer of
the Restocking Charge which the Company shall be entitled to set off against any refund due
to the Buyer. United Kingdom Only.

5. NON-DELIVERY
5.1 The quantity of any consignment of Goods as recorded by the Company on despatch from
the Company’s place of business shall be conclusive evidence of the quantity received by the
Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the
Company’s negligence) unless the Buyer gives written notice to the Company of the nondelivery
within 4 days of the date when the Goods would in the ordinary course of events have
been received.
5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the
Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any
invoice raised for such Goods.

6. RISK/TITLE
6.1 The Goods are at the risk of the Buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full
(in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Company from the Buyer on any
account.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as the Company’s bailee;
(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or
any third party in such a way that they remain readily identifi able as the Company’s property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the
Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on the Company’s
behalf for their full price against all risks to the reasonable satisfaction of the Company. On
request the Buyer shall produce the policy of insurance to the Company.
6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following
conditions:
(a) any sale shall be effected in the ordinary course of the Buyer’s business at full market value;
and
(b) any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the
Buyer shall deal as principal when making such a sale.
6.5 The Buyer’s right to possession of the Goods shall terminate immediately if:
(a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition
with his creditors, or otherwise takes the benefi t of any statutory provision for the time being
in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting
of creditors (whether formal or informal), or enters into liquidation (whether voluntary or
compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction
or amalgamation, or has a receiver and/or manager, administrator or administrative receiver
appointed of its undertaking or any part thereof, or documents are fi led with the court for the
appointment of an administrator of the Buyer or notice of intention to appoint an administrator
is given by the Buyer or its directors or by a qualifying fl oating charge holder (as defi ned in
paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition
presented to any court for the winding-up of the Buyer or for the granting of an administration
order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or
possible insolvency of the Buyer; or
(b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/
its property or obtained against him/it, or fails to observe or perform any of his/its obligations
under the Contract or any other contract between the Company and the Buyer, or is unable to
pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases
to trade; or
(c) the Buyer encumbers or in any way charges any of the Goods.
Medical Wire and Equipment Co (Bath) Limited
Conditions of Sale
6.6 The Company shall be entitled to recover payment for the Goods notwithstanding that
ownership of any of the Goods has not passed from the Company.
6.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time
to enter any premises where the Goods are or may be stored in order to inspect them, or, where
the Buyer’s right to possession has terminated, to recover them.
6.8 Where the Company is unable to determine whether any Goods are the goods in respect
of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have
sold all goods of the kind sold by the Company to the Buyer in the order in which they were
invoiced to the Buyer.
6.9 On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s)
rights contained in this condition 6 shall remain in effect.

7. PRICE
7.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the
price set out in the Company’s price list published on the date of delivery or deemed delivery
or the Minimum Order Value (whichever is the higher).
7.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges
in relation to loading, unloading, carriage, Special Documents, Customer Packaging and
insurance, all of which amounts the Buyer shall (if applicable) pay in addition when it is due
to pay for the Goods.

8. PAYMENT
8.1 Subject to condition 8.4, payment of the price for the Goods is due in pounds sterling within
30 days of the date of the relevant invoice.
8.2 Time for payment shall be of the essence.
8.3 No payment shall be deemed to have been received until the Company has received cleared
funds.
8.4 All payments payable to the Company under the Contract shall become due immediately on
its termination despite any other provision.
8.5 The Buyer shall make all payments due under the Contract in full without any deduction
whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer
has a valid court order requiring an amount equal to such deduction to be paid by the Company
to the Buyer.
8.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer
shall be liable to pay interest to the Company on such sum from the due date for payment at
the annual rate of 4% above the base lending rate from time to time of Barclays Bank Plc,
accruing on a daily basis until payment is made, whether before or after any judgment. The
Company reserves the right to claim interest under the Late Payment of Commercial Debts
(Interest) Act 1998.

9. QUALITY
9.1 Where the Company is not the manufacturer of the Goods, the Company shall endeavour to
transfer to the Buyer the benefi t of any warranty or guarantee given to the Company.
9.2 The Company warrants that (subject to the other provisions of these conditions) on delivery,
the Goods shall:
(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
(b) be reasonably fi t for purpose; and
(c) be reasonably fi t for any particular purpose for which the Goods are being bought if the Buyer
had made known that purpose to the Company in writing and the Company has confi rmed in
writing that it is reasonable for the Buyer to rely on the skill and judgement of the Company.
9.3 The Company shall not be liable for a breach of any of the warranties in condition 9.2
unless:
(a) the Buyer gives written notice of the defect to the Company, within 3 days of the time when
the Buyer discovers or ought to have discovered the defect; and
(b) the Company is given a reasonable opportunity after receiving the notice of examining such
Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company’s
place of business at the Company’s cost for the examination to take place there.
9.4 The Company shall not be liable for a breach of any of the warranties in condition 9.2 if:
(a) the Buyer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow the Company’s oral or written instructions
as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are
none) good trade practice; or
(c) the Buyer alters or repairs such Goods without the written consent of the Company.
9.5 Subject to condition 9.3 and condition 9.4, if any of the Goods do not conform with any of
the warranties in condition the Company shall at its option repair or replace such Goods (or the
defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if
the Company so requests, the Buyer shall, at the Company’s expense, return the Goods or the
part of such Goods which is defective to the Company.
9.6 If the Company complies with condition 9.5 it shall have no further liability for a breach of
any of the warranties in condition 9.2 in respect of such Goods.
9.7 Any Goods replaced shall belong to the Company.

10. LIMITATION OF LIABILITY
10.1 Subject to condition 4, condition 5 and condition 9, the following provisions set out the
entire fi nancial liability of the Company (including any liability for the acts or omissions of its
employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating
any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under
or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for
the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent
permitted by law, excluded from the Contract.
10.3 Nothing in these conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company’s negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude
its liability; or
(d) for fraud or fraudulent misrepresentation.
10.4 Subject to condition 10.2 and condition 10.3:
(a) the Company’s total liability in contract, tort (including negligence or breach of statutory
duty), misrepresentation, restitution or otherwise, arising in connection with the performance
or contemplated performance of the Contract shall be limited to £2,000,000; and
(b) the Company shall not be liable to the Buyer for loss of profi t, loss of business or depletion of
goodwill in each case whether direct, indirect or consequential, or any claims for consequential
compensation whatsoever (howsoever caused) which arise out of or in connection with the
Contract.

11. ASSIGNMENT
11.1 The Company may assign the Contract or any part of it to any person, fi rm or company.
11.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior
written consent of the Company.

12. FORCE MAJEURE
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce
the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented
from or delayed in the carrying on of its business due to circumstances beyond the reasonable
control of the Company including, without limitation, acts of God, governmental actions,
war or national emergency, acts of terrorism, protests, riot, civil commotion, fi re, explosion,
fl ood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either
party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining
supplies of adequate or suitable materials, provided that, if the event in question continues for
a continuous period in excess of 180 days, the Buyer shall be entitled to give notice in writing
to the Company to terminate the Contract.

13. GENERAL
13.1 Each right or remedy of the Company under the Contract is without prejudice to any other
right or remedy of the Company whether under the Contract or not.
13.2 If any provision of the Contract is found by any court, tribunal or administrative body of
competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable
or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability,
unenforceability or unreasonableness be deemed severable and the remaining provisions of the
Contract and the remainder of such provision shall continue in full force and effect.
13.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the
Contract shall not be construed as a waiver of any of its rights under the Contract.
13.4 Any waiver by the Company of any breach of, or any default under, any provision of the
Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and
shall in no way affect the other terms of the Contract.
13.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable
by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party
to it.
13.6 This Contract and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be governed by and
construed in accordance with English law, and the parties submit to the exclusive jurisdiction
of the English courts.

14. COMMUNICATIONS
14.1 All communications between the parties about the Contract shall be in writing and
delivered by hand or sent by pre-paid post or sent by fax or by e-mail:
(a) (in case of communications to the Company) to its registered office or such changed address
as shall be notifi ed to the Buyer by the Company; or
(b) (in the case of the communications to the Buyer) to the registered offi ce of the addressee
(if it is a company) or (in any other case) to any address of the Buyer set out in any document
which forms part of the Contract or such other address as shall be notifi ed to the Company by
the Buyer.
14.2 Communications shall be deemed to have been received:
(a) if sent by pre-paid post, three days (excluding Saturdays, Sundays and bank and public
holidays) after posting (exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery; or
(c) if sent by fax or e-mail on a working day prior to 4.00 pm, at the time of transmission and
otherwise on the next working day.

April 2009