Terms and Conditions

Please find below:

Surgitrac Instruments UK Limited

TERMS AND CONDITIONS OF SALE

1.           INTERPRETATION
1.1.        In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings “Buyer” means the person who accepts a quotation or offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller; “Contract” means the contract for the purchase and sale of the Goods which shall incorporate, and be subject to, these Terms and Conditions; “Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with the Contract; any gender includes any other gender; headings shall not affect interpretation; any reference to a statutory provision includes a reference to any modification or re-enactment of the provision from time to time in force references to “the Goods”, “the Contract”, or any payment includes any part of any of them.

2.        BASIS OF THE SALE
2.1.       Surgitrac Instruments UK Limited incorporated and registered in England and Wales with company number 3005986 whose registered office is at 10 Wharfside Business Park, Irlam Wharf Road, Manchester M44 5PN (“Surgitrac Instruments UK Limited”) shall sell and the Buyer shall buy the Goods subject to these Conditions, which supersede any other terms and which govern the Contract to the exclusion of any terms and conditions which the Buyer purports to apply or which are implied by trade, custom or course of dealing.
2.2.        No terms or conditions endorsed upon, delivered with or contained in the Buyer’s order or another document will form part of the Contract simply as a result of such document being delivered to Surgitrac Instruments UK Limited or referred to in the Contract.
2.3.        Any variation to these Conditions is of no effect unless agreed in writing by an authorised representative of Surgitrac Instruments UK Limited.
2.4.       These Conditions constitute the entire agreement between Buyer and Surgitrac Instruments UK Limited for the supply of the Goods.
2.5.       Surgitrac Instruments UK Limited’s employees or agents are not authorised to make any representation concerning the Goods unless confirmed by Surgitrac Instruments UK Limited in writing, and the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such unconfirmed representation (unless such representation is made fraudulently).
2.6.        Any advice or recommendation given by Surgitrac Instruments UK Limited or its employees or agents to the Buyer as to the storage, application or use of the Goods which is not confirmed in writing by Surgitrac Instruments UK Limited is followed or acted upon entirely at the Buyer’s own risk.
2.7.        Any typographical, clerical or other error or omission in any document or information issued by Surgitrac Instruments UK Limited shall be subject to correction without any liability on the part of Surgitrac Instruments UK Limited.

3.          QUOTATIONS, ORDERS  AND SPECIFICATIONS

3.1.        A quotation by Surgitrac Instruments UK Limited is not an offer. Quotations are valid for 30 days only and subject to withdrawal or revision at any time before acceptance of the Buyer’s order by Surgitrac Instruments UK Limited.
3.2.        Each order for Goods and/or Services by the Buyer is an offer by the Buyer to purchase the Goods and/or Services subject to these Conditions.
3.3.        No contract for the sale of the Goods shall be binding on the Surgitrac Instruments UK Limited unless the Surgitrac Instruments UK Limited has issued a quotation which is expressed to be an offer to sell the Goods or has accepted an order placed by the Buyer by whichever is the earlier of:
3.3.1.       Surgitrac Instruments UK Limited’s written acceptance;
3.3.2.       delivery of the Goods; or
3.3.3.       Surgitrac Instruments UK Limited’s invoice.
3.4.        The Buyer shall ensure that the terms of any order (including any specification) are complete and accurate and that it gives to Surgitrac Instruments UK Limited any necessary information relating to the Goods within a sufficient time to enable Surgitrac Instruments UK Limited duly to perform the Contract.
3.5       Where the Goods are manufactured or where standard goods of Surgitrac Instruments UK Limited are altered in either case in accordance with information, drawings or instructions supplied by the Buyer:

3.5.        no guarantee or warranty is given by Surgitrac Instruments UK Limited as to the practicability, efficiency, safety or otherwise of the Goods;

3.5.2.         the Buyer shall indemnify Surgitrac Instruments UK Limited against all liability incurred by Surgitrac Instruments UK Limited as a result of:

3.5.2.1.      the Goods infringing any intellectual property right (including patents, trademarks whether registered or otherwise, unregistered or registered design rights and copyright) or any statutory  provision;

3.5.2.2.      any impracticability, inefficiency, lack of safety or defect in the Goods where any of these is due wholly or partly to faults or omissions in any such information, drawings  or instructions;

3.5.2.3.      all work (including design drawings) and any idea, invention or improvement made by or on behalf of Surgitrac Instruments UK Limited pursuant to the Buyer’s commission and all intellectual property rights therein (including any design right in a design created by Surgitrac Instruments UK Limited) belong to Surgitrac Instruments UK Limited; and

3.5.3.       Surgitrac Instruments UK Limited shall not be liable to the Buyer in respect of any loss, damage or claim incurred by or made against the Buyer if any Goods infringe any intellectual property rights (including patents, trademarks whether registered or otherwise, registered and unregistered design rights and copyright).

3.6.       Surgitrac Instruments UK Limited reserves the right to make any changes in the specification of the Goods which are required for the Goods to conform with any applicable safety or other statutory, regulatory or EU requirements or, where the Goods are to be supplied to the Buyer’s specification, which does not materially affect their quality or performance.

4.          DESCRIPTION

4.1.        Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Surgitrac Instruments UK Limited are intended as a guide only and shall not be binding on Surgitrac Instruments UK Limited and do not form part of the Contract.

4.2.        Whilst every effort will be made to supply the Goods in accordance with the quality of samples submitted or quoted for, this cannot be guaranteed and no condition or warranty to this effect shall be implied.

5.           CANCELLATION AND DELAY

5.1.        No order may be cancelled by the Buyer except with Surgitrac Instruments UK Limited’s written agreement and on terms that the Buyer shall indemnify Surgitrac Instruments UK Limited against all loss including loss of profit, costs including the cost of all labour and materials used, damages, charges and expenses incurred by Surgitrac Instruments UK Limited as a result of cancellation.

5.2.        If the Buyer extends or delays the Contractor fails to take delivery of any Goods at the agreed time or, if no time is agreed, within a reasonable time, then the Buyer shall 30 indemnify Surgitrac Instruments UK Limited in full against all loss including loss of profit, costs including the cost of storage and all labour and materials used, damages, charges or expense incurred by Surgitrac Instruments UK Limited as a result of such extension, delay or failure.

5.3.     Surgitrac Instruments UK Limited reserves the right to defer the date of delivery or performance, to cancel the Contract or reduce the volume of Goods ordered without liability to the Buyer if it is prevented from, or delayed in carrying on its business by, any cause beyond Surgitrac Instruments UK Limited’s reasonable control. In such circumstances, the Buyer may also give written notice to cancel the Contract if the cause in question continues for a continuous period in excess of 180 days but in any event, shall remain liable to pay for Goods or Services delivered or supplied before such cancellation by Surgitrac Instruments UK Limited or the Buyer.

6.           PRICE

6.1.        The price of the Goods is Surgitrac Instruments UK Limited’s quoted price or, where no price has been quoted, or a quoted price is no longer valid, the price listed in Surgitrac Instruments UK Limited’s published price list current at the date of delivery or supply. Where the Goods are supplied for export from the United Kingdom, Surgitrac Instruments UK Limited’s published export price list applies.

6.2.       Surgitrac Instruments UK Limited reserves the right at any time before delivery or performance to amend the price of the Goods to take into account any variation in cost to Surgitrac Instruments UK Limited.

6.3.        Any price quoted by Surgitrac Instruments UK Limited for the Goods is exclusive of the cost of delivery to the Buyer (including transport, packaging, insurance and any taxes, duties or surcharges).

6.4.        The price is exclusive of any applicable VAT excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to Surgitrac Instruments UK Limited.

7.           PAYMENT

7.1.        Subject to any special terms agreed in writing between the Buyer and the Surgitrac Instruments UK Limited, the Surgitrac Instruments UK Limited shall invoice the Buyer for the contract price of the Goods on or at any time after delivery of the Goods.

7.2.        The Buyer shall pay the Contract Price of the Goods within 30 days of the date of the invoice. Payment shall be made on the due date notwithstanding that delivery may not have taken place and/or that the property in the Goods has not passed to the Buyer. The time for the payment of the Contract Price shall be of the essence of the Contract.  Payment receipts will be issued only upon request.

7.3.        For the purposes of these Conditions, payment is received when Surgitrac Instruments UK Limited receives it in cleared funds.

7.4.        Payment by the Buyer shall be made without any deduction or set off.

7.5.       Surgitrac Instruments UK Limited reserves the right to claim interest and compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002.

7.6.        Despite any provision allowing credit, payment is due and payable to Surgitrac Instruments UK Limited immediately upon cancellation or termination of the Contract.

7.7.       Surgitrac Instruments UK Limited is entitled to set off sums owed by Surgitrac Instruments UK Limited to the Buyer against sums owed by the Buyer to Surgitrac Instruments UK Limited.

7.8.       Surgitrac Instruments UK Limited is not obliged to accept orders from any customer or buyer who has not supplied the Surgitrac Instruments UK Limited with references satisfactory to Surgitrac Instruments UK Limited.

7.9.        If at any time Surgitrac Instruments UK Limited is not satisfied as to the creditworthiness of the Buyer it may give notice in writing to the Buyer that no further credit will be allowed to the Buyer in which event no further goods will be delivered to the Buyer other than against cash payment and notwithstanding sub-Clause 7.2 of these Terms and Conditions, all amounts owing by the Buyer to Surgitrac Instruments UK Limited shall be immediately payable in cash.

8.           DELIVERY

8.1.        Delivery of the Goods shall be within the time agreed and if no time is agreed, within a reasonable time by the Buyer collecting the Goods at Surgitrac Instruments UK Limited’s premises at any time after Surgitrac Instruments UK Limited has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by Surgitrac Instruments UK Limited, by Surgitrac Instruments UK Limited delivering the Goods to that place at the Buyer’s cost. Surgitrac Instruments UK Limited may make delivery by instalments.

8.2.        Any dates for delivery and/or performance are approximate only and time of delivery and/or performance is not of the essence.

8.3.        No claim for damage or shortages will be considered unless Surgitrac Instruments UK Limited is given written notice within seven days of delivery. If no such notice is received by Surgitrac Instruments UK Limited, the Buyer is deemed to have accepted the Goods.

8.4.        Any claim for damage, shortages or non-delivery must also be notified to the carrier by the Buyer in the manner and within the appropriate time limits prescribed by the carrier’s terms and conditions.

8.5.        Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Surgitrac Instruments UK Limited to deliver any one or more of the instalments in accordance with these Terms and Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

8.6.        In the event of failure by the Buyer to give the appropriate notices as specified by conditions 8.3 to 8.4 any claim by the Buyer is deemed to have been waived.

9.           RISK AND PROPERTY

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

9.1.1.        in the case of Goods to be delivered at the Surgitrac Instruments UK Limited’s premises, the time when Surgitrac Instruments UK Limited notifies the Buyer that the Goods are available for  collection; or

9.1.2.        in the case of Goods to be delivered otherwise than at the Surgitrac Instruments UK Limited’s premises, the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when Surgitrac Instruments UK Limited tendered delivery of the Goods.

9.2.        Once Surgitrac Instruments UK Limited has notified the Buyer that the goods are ready for collection in accordance with clause 9.1.1, it is the Buyers responsibility to insure the Goods against all risk for their full price.

9.3.        In the event that Surgitrac Instruments UK Limited agrees with the Buyer to store the Goods at its premises pending future collection or delivery, Surgitrac Instruments UK Limited shall not be responsible for the risk of the Goods which shall be insured by the Buyer in accordance with clause 9.2.

9.4.        The Buyer must immediately comply with any request made by Surgitrac Instruments UK Limited to produce copies of any insurance policy held by it in relation to the Goods.

9.5.                    Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, the legal and beneficial title of the Goods shall not pass to the Buyer until:

9.5.1.        their full price has been received by Surgitrac Instruments UK Limited in cleared funds or in cash; and

9.5.2.        all other sums which are or which become due from the Buyer on any account with Surgitrac Instruments UK Limited have been received by Surgitrac Instruments UK Limited.

9.6.        If payments received from the Buyer are not stated to refer to a particular invoice Surgitrac Instruments UK Limited may appropriate such payments to any outstanding invoice.

9.7.        The Goods are at the risk of the Buyer from the time of dispatch from Surgitrac Instruments UK Limited’s premises.

9.8.        Until ownership of the Goods passes to the Buyer, the Buyer must:

9.8.1.        store the Goods at its own cost on its premises, in an appropriate environment, separately from any other goods and in a manner which makes them readily identifiable as the goods of Surgitrac Instruments UK Limited;

9.8.2.        not destroy, deface or obscure any identifying mark or packaging of the Goods;

9.8.3.        maintain the Goods in a satisfactory condition insured on Surgitrac Instruments UK Limited’s behalf for their full price against all risks; and

9.8.4.        hold the proceeds of the insurance referred to in condition 9.4.3 on trust for Surgitrac Instruments UK Limited and not mix them with any other money, nor pay the proceeds into an overdrawn account

9.9.        The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Surgitrac Instruments UK Limited, but if the Buyer does so all money owing by the Buyer to Surgitrac Instruments UK Limited shall (without prejudice to any other right or remedy of Surgitrac Instruments UK Limited) forthwith become due and payable

9.10.     Surgitrac Instruments UK Limited reserves the right to repossess any Goods in which Surgitrac Instruments UK Limited retains title without notice. The Buyer irrevocably authorises Surgitrac Instruments UK Limited to enter the Buyer’s premises during normal business hours for the purpose of repossessing the Goods in which Surgitrac Instruments UK Limited retains title or inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 9.5.

9.11.     Surgitrac Instruments UK Limited may discharge any overdue payment under the Contract to recover or resell the Goods.

9.12.       In order to verify the Buyer’s compliance with its obligations under condition 9.4 and to exercise its rights under condition 9.5, Surgitrac Instruments UK Limited shall be entitled by its employees or agents without notice to enter the Buyer’s premises or such other premises where the Goods are stored.

9.13.       The Buyer’s right to possession of the Goods terminates immediately if any of the events set out in condition 12 occurs.

9.14.       If the Goods shall be sold by the Buyer before payment for them has been made, any such sale shall be a sale of Surgitrac Instruments UK Limited’s property on the Buyer’s behalf and the Buyer deals as principal when making such a sale.

10.         WARRANTY AND DEFECTS

10.1.     Surgitrac Instruments UK Limited warrants to the Buyer that the Goods correspond with their specification at the time of delivery.

10.2.     Surgitrac Instruments UK Limited shall not be liable under this warranty (or any other warranty, condition or guarantee) if:

10.2.1.       the total price for the Goods has not been paid by the due date for payment; or

10.2.2.       any defect arises from fair wear and tear willful damage, negligence, abnormal working conditions, failure to follow Surgitrac Instruments UK Limited’s instructions, whether oral or written or maintenance requirements, misuse or alteration or repair of the Goods without Surgitrac Instruments UK Limited’s prior approval.

10.3.       This warranty does not extend to parts, materials or equipment not manufactured by Surgitrac Instruments UK Limited, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to Surgitrac Instruments UK Limited and which Surgitrac Instruments UK Limited is entitled to and able to assign to the Buyer.

10.4.       Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification must (whether or not delivery is refused by the Buyer) be notified to Surgitrac Instruments UK Limited and Surgitrac Instruments UK Limited’s carriers within seven days from the date of delivery or performance or, where the defect or failure was not apparent on reasonable inspection, within a reasonable time after discovery of the defect or failure.

10.5.       In no circumstance shall the Buyer be entitled to reject the Goods based on any defect or failure which is so slight that it would be unreasonable for the Buyer to reject them.

10.6.       If the Buyer does not notify claims in accordance with condition 10.4 then:

10.6.1.       the Buyer shall not be entitled to reject the Goods; and

10.6.2.     Surgitrac Instruments UK Limited shall have no liability for such defect or failure;  and

10.6.3.       the Buyer shall be bound to pay the full price for the Goods.

10.7.       In the event the Buyer has a valid claim which has been notified to Surgitrac Instruments UK Limited under condition 10.4, Surgitrac Instruments UK Limited shall be entitled to repair or replace the Goods or carry out the Services again (or the part or element in question) free of charge or, at Surgitrac Instruments UK Limited’s option, refund to the Buyer the price of the Goods (or a proportionate part of the price), but Surgitrac Instruments UK Limited shall have no further liability to the Buyer.

10.8.       If the Buyer is entitled to reject the Goods because all or part of the Goods is defective, the Buyer must reject all of the Goods and cannot keep some of the Goods and reject the remainder.

10.9.       Except in respect of death or personal injury caused by the Surgitrac Instruments UK Limited’s negligence, or as expressly provided in these Terms and Conditions, Surgitrac Instruments UK Limited shall not be liable to the Buyer because of any representation, or any implied warranty, condition or another term, or any duty at common law or under the statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Buyer (including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of Surgitrac Instruments UK Limited, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer.

10.10.     The Buyer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Buyer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Buyer is carried out in accordance with directions given by Surgitrac Instruments UK Limited or any competent governmental or regulatory authority and the Buyer will indemnify Surgitrac Instruments UK Limited against any liability loss or damage which the Surgitrac Instruments UK Limited might suffer as a result of the Buyer’s failure to comply with this condition.

11.         LIMITATION OF LIABILITY

THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION

11.1.       Subject to condition 10, the following sets out the entire financial liability of Surgitrac Instruments UK Limited, including any liability for the acts or omissions of its employees, agents or subcontractors to the Buyer in respect of:

11.1.1.        any breach of these Conditions;

11.1.2.       any use made (including but not limited to modifications) or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and

11.1.3.       any representation, statement or act or omission, including negligence, arising under or in connection with the Contract and respect of any contemplated performance or lack of performance.

11.2.       All warranties, conditions or other terms implied by statute, common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) trade usage or otherwise are excluded to the fullest extent permitted by law but this exclusion does not apply to:

11.2.1.       any implied condition that Surgitrac Instruments UK Limited has or will have the right to sell the Goods when the property is to pass; or

11.2.2.       where the Goods are sold to a person dealing as a consumer within the meaning of the Unfair Contract Terms Act 1977, any implied term relating to the conformity of the Goods with their description or sample or as to their quality or fitness for a particular purpose.

11.3.       Nothing in these Conditions excludes or limits Surgitrac Instruments UK Limited’s liability for death or personal injury caused by Surgitrac Instruments UK Limited’s negligence or for fraudulent misrepresentation.

11.4.       Subject to conditions 11.2 and 11.3 Surgitrac Instruments UK Limited shall not be liable to the Buyer  for:

11.4.1.       any loss of profit, loss of production, financial loss, depletion of goodwill; and

11.4.2.       any indirect loss, damage, costs or expenses  whatsoever, in each case which arise out of or in connection with the Contract or its contemplated performance of lack of performance; and

11.5.       subject to condition 11.4.1, Surgitrac Instruments UK Limited’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance or lack of performance of the Contract shall be limited to two times the contract price.

11.6.       Nothing in these Terms and Conditions excludes or limits the liability of Surgitrac Instruments UK Limited:

11.6.1.       for death or personal injury caused by Surgitrac Instruments UK Limited’s negligence;

11.6.2.       for any matter which it would be illegal for Surgitrac Instruments UK Limited to exclude or attempt to exclude its liability; or

11.6.3.       for fraud or fraudulent misrepresentation.

12.         TERMINATION

12.1.       The Contract shall terminate immediately upon service of written notice of termination by Surgitrac Instruments UK Limited on the Buyer on the happening of any one or more of the following:

12.1.1.       the Buyer has, suffers or allows any execution to be levied on its assets or obtained against it; or

12.1.2.       the Buyer commits a material breach of any of its obligations under the Contract or under any other contract with Surgitrac Instruments UK Limited; or

12.1.3.       the Buyer is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation ;

12.1.4.       an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer;

12.1.5.       the Buyer ceases or threatens to cease to trade; or

12.1.6.     Surgitrac Instruments UK Limited reasonably apprehends that any of the events mentioned above in clauses 12.1.1 to 12.1.5 is about to occur about the Buyer and notifies the Buyer accordingly.

12.2.       Termination of the Contract shall not affect rights and duties accrued before termination, and in particular, shall not affect Surgitrac Instruments UK Limited’s rights contained in condition 9. However, the Buyer’s rights contained in that Condition shall immediately terminate.

13.         HEALTH AND SAFETY

13.1.       The Buyer agrees to:

13.1.1.       indemnify Surgitrac Instruments UK Limited in respect of any claims arising from the Goods being unsafe as a result of the Buyer’s activities;

13.1.2.       monitor the safety of the Goods, to provide Surgitrac Instruments UK Limited with information in relation to any risks presented by the Goods and to co-operate in any action Surgitrac Instruments UK Limited decides to take to avoid those risks; and

13.1.3.       to keep records of the customers to whom the Goods are sold and to provide Surgitrac Instruments UK Limited with copies of them as and when requested.

14.         EXPORT

14.1.       Where the Goods are to be exported to the Buyer the provisions of this condition 14 shall apply.

14.2.       Payment shall be made in the UK in pounds sterling or such currency as is agreed in writing by Surgitrac Instruments UK Limited.

14.3.       If so requested by Surgitrac Instruments UK Limited, the Buyer shall establish and maintain in favour of Surgitrac Instruments UK Limited an irrevocable letter of credit which shall:

14.3.1.       be in English;

14.3.2.       be confirmed by a UK clearing bank;

14.3.3.       be payable on drafts drawn at sight upon presentation to the bank by Surgitrac Instruments UK Limited of a certified copy of Surgitrac Instruments UK Limited’s invoice;

14.3.4.       be established at least 30 days prior to anticipated shipment date;

14.3.5.       cover the full price of the Goods (including applicable taxes); and

14.3.6.       be transferable.

14.4.       All bank charges and other expenses in relation to the payment or the letter of credit shall be paid by the Buyer.

14.5.       The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties the Goods.

14.6.       Unless otherwise agreed in writing between the Buyer and Surgitrac Instruments UK Limited, the Goods shall be delivered EXW or FCA at the option of Surgitrac Instruments UK Limited (as those terms are defined in Incoterms) and Surgitrac Instruments UK Limited shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

14.7.       The Buyer is responsible for arranging for testing and inspection of the Goods at Surgitrac Instruments UK Limited’s premises before shipment. Surgitrac Instruments UK Limited shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.

14.8.       If there is any conflict between Incoterms and the Contract, the terms of the Contract prevail.

15.         GENERAL

15.1.       Each right or remedy of Surgitrac Instruments UK Limited under the Contract is without prejudice to any other right or remedy of Surgitrac Instruments UK Limited, whether or not under the Contract.

15.2.       If any provision of the Contract, including any provision of condition 9, is found by any competent authority to be invalid, unenforceable or unreasonable, it shall be severed from the remainder of the Contract which shall continue in full force and effect.

15.3.       Failure or delay by Surgitrac Instruments UK Limited in enforcing or partially enforcing any provision of the Contract is not a waiver of any of its rights under the Contract.

15.4.       Any waiver by Surgitrac Instruments UK Limited of any breach by the Buyer is not a waiver of any subsequent breach.

15.5.       Any notice to be given by either party to the other under these Conditions must be in writing addressed to that other party at its registered office or principal place of business or such other address as may have been notified for these purposes.

15.6.       Notices shall be delivered personally or sent by first class post or sent by facsimile transmission.

15.7.       A notice is deemed to have been received:

15.7.1.       if delivered personally, at the time of delivery;

15.7.2.       if sent by prepaid first class post, on the second working day after posting (exclusive of the day of posting);

15.7.3.       if sent by facsimile transmission, on a working day prior to 4.00 pm at the time of completed transmission and otherwise on the next working day.

15.8.       The Contract does not create, confer or purport to confer any benefit or right enforceable by any person not a party to it by virtue of the Contracts (Rights of Third Parties) Act 1999.

16.         ASSIGNMENT

16.1.     Surgitrac Instruments UK Limited may assign or subcontract the Contract or any part of it and may dispose of or deal in any manner with any of its rights or beneficial interests under it.

16.2.       The Buyer may not assign the Contract or dispose of or deal in any manner with any of its rights or beneficial interests under it.

17.         ENGLISH LAW

17.1.       These Conditions and the Contract between Surgitrac Instruments UK Limited and the Buyer shall be governed by, and construed in accordance with, the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts.

17.2.       Condition 17.1 is for the benefit of Surgitrac Instruments UK Limited only and as a result, Surgitrac Instruments UK Limited shall not be prevented from taking proceedings in any other courts with jurisdiction, whether concurrently or not.

It is very important that you read and understand the Terms and Conditions of trade as outlined below. If you have any questions or need to discuss any of the points below please call Surgitrac Instruments UK on 0161 776 7626

 

ONLINE TRANSACTIONS:

We will process online transactions within one working day. You will get an email to confirm that we have processed your order and one when it is dispatched.

In normal circumstances, orders will be delivered within 3 working days, or sooner.

“Working days” means Monday to Friday, excluding Bank or other Public holidays.

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Terms & Conditions On-Line Ordering

 

The information provided on the Surgitrac Website is intended to be used only by the customer. The Company does not authorise the use of such information for any purpose other than your use as an immediate consumer and prohibits the use of this information for commercial purposes Orders placed on the internet shall be mere offers to purchase and shall not be accepted or binding upon the company until confirmed or acknowledged in writing by the company using invoice or statement confirming acceptance of your order or by dispatch of goods to you.

The Company (Surgitrac Instruments UK Limited). All orders received by the Company are subject to the following Terms and Conditions. No variation in these terms and conditions will be accepted and the Company reserves the right to refuse any order without providing a reason.

  1. Pricing and Payment

All prices shown online are inclusive of Value added tax (VAT); Vat will be applied at the current rate on all orders unless a valid Vat zero-rating form is received and authorised. Although every effort will be made to advance notice of price increases, the Company reserves the right to change prices and adjust invoices accordingly to the price ruling at the date of dispatch. We also reserve the right to correct clerical omissions and errors at any time.

  1. Deliveries and Carriage*

The company will use reasonable endeavours to deliver each of the customers’ orders within the time agreed Standard delivery is to the reception desk and/or ground floor at the stated delivery address. It is the customer’s responsibility to inform the Company of any difficulties in delivering or specific requirements at the time of placing the order. Any discrepancy or damage must be notified to Surgitrac within seven working days.

We do not ship to areas outside of the United Kingdom.

If you wish to place an order from outside of the UK please contact us before purchasing, to arrange collection or onward delivery yourself.

Without contact, your order will be cancelled.

*On occasion, there may be delays caused by operational constraints or circumstances beyond our control. During these times we reserve the right to extend the delivery timescales up to 5 working days.

  1. Cancellation and Variation of Orders

The Company will endeavour to meet customers’ individual requirements but the company shall be under no obligation to accept cancellation or amendment to any order or any part of an order. Where the Company agrees to such cancellation or amendment to an Order, it is on the understanding that a cancellation or amendment charge may be levied.

  1. Warranty and Warranty Period

Goods are supplied according to the descriptions and specifications are given in the Company catalogue or online. The Company gives no warranty and makes no representation as to the suitability of any goods for any particular purpose unless expressly given or made in the catalogue.

  1. Retention of Title

All goods supplied by the Company remain Company property until such time as payment has cleared for the aforementioned goods. The risk in goods sold to the customer shall pass to the customer upon tender for delivery

  1. Return of Goods

Goods are not supplied on a sale or return basis and the Company is under no obligation to accept goods for return unless goods prove to be faulty. If goods are accepted for a return this is subject to the customer accepting the following procedure and conditions:

  • The Customer must notify the Company within 5 working days of receipt of goods, their intention to request a product return.
  • Goods must be returned in their original condition and packaging.
  • Goods will be collected by a courier authorised by the Company.
  • Goods authorised and accepted by Surgitrac for credit or return will incur a £10.00 handling charge.
  • If the customer no longer requires the goods, but the goods are not defective, the Company reserves the right to refuse the return of the goods at their absolute discretion. The following category of goods will not be accepted for return:
  • Goods which are single-use.
  • Non-Catalogue product lines.
  • Goods damaged due to misuse.
  • Opened/partly used goods or where the seals/labels have been removed.
  • Goods damaged by fire, water or smoke.

 

Customers are reminded that it is illegal to send contaminated goods through the post.

The company reserves the right not to handle items that do not meet specific requirements.

 

  1. Use of Your Personal Information

We may use information about you as follows:

  • To fulfil our agreement with you, including administering any accounts, processing and obtaining payment.
  • To analyse and profile you’re shopping preferences (e.g. market, customer and product analysis) to enable us to review, develop and improve the products and services that we offer and enable us to provide you and other customers with relevant information through our marketing program.
  • We may use your information to make decisions about you using computerised technology, for example, automatically selecting products or services that we think will interest you from the products we have.
  • We may keep you informed of such products and services (including special offers, discounts, competitions and so on) by any of the following methods: email, telephone, post.
  • We will not disclose or pass on your information to any 3rd party.

 

 

Service Maintenance Terms and Conditions 2018

SURGITRAC INSTRUMENTS LIMITED TERMS AND CONDITIONS OF SALE 

The following T&C’s are applicable to customers outside of the United Kingdom:

1. INTERPRETATION
1.1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Buyer” means the person who accepts a quotation or offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;
“Contract” means the contract for the purchase and sale of the Goods which shall incorporate, and be subject to, these Terms and Conditions;
“Goods” means the goods (including any installment of the goods or any parts for them) which the Seller is to supply in accordance with the Contract;
any gender includes any other gender;
headings shall not affect interpretation;
any reference to a statutory provision includes a reference to any modification or re-enactment of the provision from time to time in force;
references to “the Goods”, “the Contract”, or any payment includes any part of any of them.

2. BASIS OF THE SALE
2.1. Surgitrac Instruments Limited incorporated and registered in Hong Kong with company number 887910 whose registered office is at 303 East Ocean Centre, 98 Granville Road, Tsim Sha Tsui East, Kowloon, Hong Kong (“Surgitrac”) shall sell and the Buyer shall buy the Goods subject to these Conditions, which supersede any other terms and which govern the Contract to the exclusion of any terms and conditions which the Buyer purports to apply or which are implied by trade, custom or course of dealing.
2.2. No terms or conditions endorsed upon, delivered with or contained in the Buyer’s order or other document will form part of the Contract simply as a result of such document being delivered to Surgitrac or referred to in the Contract.
2.3. Any variation to these Conditions is of no effect unless agreed in writing by an authorised representative of Surgitrac.
2.4. These Conditions constitute the entire agreement between Buyer and Surgitrac for the supply of the Goods.
2.5. Surgitrac’s employees or agents are not authorised to make any representation concerning the Goods unless confirmed by Surgitrac in writing, and the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such unconfirmed representation (unless such representation is made fraudulently).
2.6. Any advice or recommendation given by Surgitrac or its employees or agents to the Buyer as to the storage, application or use of the Goods which is not confirmed in writing by Surgitrac is followed or acted upon entirely at the Buyer’s own risk.
2.7. Any typographical, clerical or other error or omission in any document or information issued by Surgitrac shall be subject to correction without any liability on the part of Surgitrac.

3. QUOTATIONS, ORDERS AND SPECIFICATIONS
3.1. A quotation by Surgitrac is not an offer. Quotations are valid for 30 days only and subject to withdrawal or revision at any time before acceptance of the Buyer’s order by Surgitrac.
3.2. Each order for Goods and/or Services by the Buyer is an offer by the Buyer to purchase the Goods and/or Services subject to these Conditions.
3.3. No contract for the sale of the Goods shall be binding on Surgitrac unless Surgitrac has issued a quotation which is expressed to be an offer to sell the Goods or has accepted an order placed by the Buyer by whichever is the earlier of:
3.3.1. Surgitrac’s written acceptance;
3.3.2. delivery of the Goods; or
3.3.3. Surgitrac’s invoice.
3.4. The Buyer shall ensure that the terms of any order (including any specification) are complete and accurate and that it gives to Surgitrac any necessary information relating to the Goods within a sufficient time to enable Surgitrac duly to perform the Contract.
3.5. Where the Goods are manufactured or where standard goods of Surgitrac are altered in either case in accordance with information, drawings or instructions supplied by the Buyer:
3.5.1. no guarantee or warranty is given by Surgitrac as to the practicability, efficiency, safety or otherwise of the Goods;
3.5.2. the Buyer shall indemnify Surgitrac against all liability incurred by Surgitrac as a result of:
3.5.2.1. the Goods infringing any intellectual property right (including patents, trade marks whether registered or otherwise, unregistered or registered design rights and copyright) or any statutory provision;
3.5.2.2. any impracticability, inefficiency, lack of safety or defect in the Goods where any of these is due wholly or partly to faults or omissions in any such information, drawings or instructions;
3.5.2.3. all work (including design drawings) and any idea, invention or improvement made by or on behalf of Surgitrac pursuant to the Buyer’s commission and all intellectual property rights therein (including any design right in a design created by Surgitrac) belong to Surgitrac; and
3.5.3. Surgitrac shall not be liable to the Buyer in respect of any loss, damage or claim incurred by or made against the Buyer if any Goods infringe any intellectual property rights (including patents, trade marks whether registered or otherwise, registered and unregistered design rights and copyright).
3.6. Surgitrac reserves the right to make any changes in the specification of the Goods which are required for the Goods to conform with any applicable safety or other statutory, regulatory or EU requirements or, where the Goods are to be supplied to the Buyer’s specification, which do not materially affect their quality or performance.

4. DESCRIPTION
4.1. Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by Surgitrac are intended as a guide only and shall not be binding on Surgitrac and do not form part of the Contract.
4.2. Whilst every effort will be made to supply the Goods in accordance with the quality of samples submitted or quoted for, this cannot be guaranteed and no condition or warranty to this effect shall be implied.

5. CANCELLATION AND DELAY
5.1. No order may be cancelled by the Buyer except with Surgitrac’s written agreement and on terms that the Buyer shall indemnify Surgitrac against all loss including loss of profit, costs including the cost of all labour and materials used, damages, charges and expenses incurred by Surgitrac as a result of cancellation.
5.2. If the Buyer extends or delays the Contract or fails to take delivery of any Goods at the agreed time or, if no time is agreed, within a reasonable time, then the Buyer shall indemnify Surgitrac in full against all loss including loss of profit, costs including the cost of storage and all labour and materials used, damages, charges or expense incurred by Surgitrac as a result of such extension, delay or failure.
5.3. Surgitrac reserves the right to defer the date of delivery or performance, to cancel the Contract or reduce the volume of Goods ordered without liability to the Buyer if it is prevented from, or delayed in carrying on its business by, any cause beyond Surgitrac’s reasonable control. In such circumstances, the Buyer may also give written notice to cancel the Contract if the cause in question continues for a continuous period in excess of 180 days but in any event shall remain liable to pay for Goods or Services delivered or supplied prior to such cancellation by Surgitrac or the Buyer.

6. PRICE
6.1. The price of the Goods is Surgitrac’s quoted price or, where no price has been quoted, or a quoted price is no longer valid, the price listed in Surgitrac’s published price list current at the date of delivery or supply.
6.2. Surgitrac reserves the right at any time before delivery or performance to amend the price of the Goods to take into account any variation in cost to Surgitrac.
6.3. Any price quoted by Surgitrac for the Goods is exclusive of the cost of delivery to the Buyer (including transport, packaging, insurance and any taxes, duties or surcharges).
6.4. The price is exclusive of any applicable VAT excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to Surgitrac.
7. PAYMENT
7.1. Subject to any special terms agreed in writing between the Buyer and Surgitrac, Surgitrac shall invoice the Buyer for the contract price of the Goods on or at any time after despatch of the Goods.
7.2. The Buyer shall pay the Contract Price of the Goods within 30 days of the date of the invoice. Payment shall be made on the due date notwithstanding that delivery may not have taken place and/or that the property in the Goods has not passed to the Buyer. The time for the payment of the Contract Price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
7.3. For the purposes of these Conditions, payment is received when Surgitrac receives it in cleared funds.
7.4. Payment by the Buyer shall be made without any deduction or set off. The Buyer is responsible for payment of all Bank Charges so that Surgitrac receives the invoiced amount ion full.
7.5. Surgitrac reserves the right to claim interest and compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002.
7.6. Despite any provision allowing credit, payment is due and payable to Surgitrac immediately upon cancellation or termination of the Contract.
7.7. Surgitrac is entitled to set off sums owed by Surgitrac to the Buyer against sums owed by the Buyer to Surgitrac.
7.8. Surgitrac is not obliged to accept orders from any customer or buyer who has not supplied Surgitrac with references satisfactory to Surgitrac.
7.9. If at any time Surgitrac is not satisfied as to the creditworthiness of the Buyer it may give notice in writing to the Buyer that no further credit will be allowed to the Buyer in which event no further goods will be delivered to the Buyer other than against cash payment and notwithstanding sub-Clause 7.2 of these Terms and Conditions, all amounts owing by the Buyer to Surgitrac shall be immediately payable in cash.
8. DELIVERY
8.1. Delivery of the Goods shall be within the time agreed and if no time is agreed, within a reasonable time by the Buyer collecting the Goods at Surgitrac’s premises at any time after Surgitrac has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by Surgitrac, by Surgitrac delivering the Goods to that place at the Buyer’s cost. Surgitrac may make delivery by installments.
8.2. Any dates for delivery and/or performance are approximate only and time of delivery and/or performance is not of the essence.
8.3. No claim for damage or shortages will be considered unless Surgitrac is given written notice within seven days of delivery. If no such notice is received by Surgitrac, the Buyer is deemed to have accepted the Goods.
8.4. Any claim for damage, shortages or non-delivery must also be notified to the carrier by the Buyer in the manner and within the appropriate time limits prescribed by the carrier’s terms and conditions.
8.5. Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by Surgitrac to deliver any one or more of the installments in accordance with these Terms and Conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
8.6. In the event of failure by the Buyer to give the appropriate notices as specified by conditions 8.3 to 8.4 any claim by the Buyer is deemed to have been waived.

9. RISK AND PROPERTY
9.1. Risk of damage to or loss of the Goods shall pass to the Buyer at:
9.1.1. in the case of Goods to be delivered at Surgitrac’s premises, the time when Surgitrac notifies the Buyer that the Goods are available for collection; or
9.1.2. in the case of Goods to be delivered otherwise than at Surgitrac’s premises, the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when Surgitrac tendered delivery of the Goods.
9.2. Once Surgitrac has notified the Buyer that the goods are ready for despatch in accordance with clause 9.1.1, it is the Buyers responsibility to insure the Goods against all risk for their full price.
9.3. In the event that Surgitrac agrees with the Buyer to store the Goods at its premises or at any premises owned or occupied by Surgitrac Instruments Group companies, pending future collection or delivery, Surgitrac shall not be responsible for the risk of the Goods which shall be insured by the Buyer in accordance with clause 9.2.
9.4. The Buyer must immediately comply with any request made by Surgitrac to produce copies of any insurance policy held by it in relation to the Goods.
9.5. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title of the Goods shall not pass to the Buyer until:
9.5.1. their full price has been received by Surgitrac in cleared funds or in cash; and
9.5.2. all other sums which are or which become due from the Buyer on any account with Surgitrac have been received by Surgitrac.
9.6. If payments received from the Buyer are not stated to refer to a particular invoice Surgitrac may appropriate such payments to any outstanding invoice.
9.7. The Goods are at the risk of the Buyer from the time of dispatch from Surgitrac’s premises or premises owned or occupied by Surgitrac Instruments Group Companies.
9.8. Until ownership of the Goods passes to the Buyer, the Buyer must:
9.8.1. store the Goods at its own cost on its premises, in an appropriate environment, separately from any other goods and in a manner which makes them readily identifiable as the goods of Surgitrac;
9.8.2. not destroy, deface or obscure any identifying mark or packaging of the Goods;
9.8.3. maintain the Goods in a satisfactory condition insured on Surgitrac’s behalf for their full price against all risks; and
9.8.4. hold the proceeds of insurance referred to in condition 9.4.3 on trust for Surgitrac and not mix them with any other money, nor pay the proceeds into an overdrawn account
9.9. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Surgitrac, but if the Buyer does so all money owing by the Buyer to Surgitrac shall (without prejudice to any other right or remedy of Surgitrac) forthwith become due and payable
9.10. Surgitrac reserves the right to repossess any Goods in which Surgitrac retains title without notice. The Buyer irrevocably authorises Surgitrac to enter the Buyer’s premises during normal business hours for the purpose of repossessing the Goods in which Surgitrac retains title or inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 9.5.
9.11. Surgitrac may, so as to discharge any overdue payment under the Contract recover or resell the Goods.
9.12. In order to verify the Buyer’s compliance with its obligations under condition 9.4 and to exercise its rights under condition 9.5, Surgitrac shall be entitled by its employees or agents without notice to enter the Buyer’s premises or such other premises where the Goods are stored.
9.13. The Buyer’s right to possession of the Goods terminates immediately if any of the events set out in condition 12 occurs.
9.14. If the Goods shall be sold by the Buyer before payment for them has been made, any such sale shall be a sale of Surgitrac’s property on the Buyer’s own behalf and the Buyer deals as principal when making such a sale.

10. WARRANTY AND DEFECTS
10.1. Surgitrac warrants to the Buyer that the Goods correspond with their specification at the time of delivery.
10.2. Surgitrac shall not be liable under this warranty (or any other warranty, condition or guarantee) if:
10.2.1. the total price for the Goods has not been paid by the due date for payment; or
10.2.2. any defect arises from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow Surgitrac’s instructions, whether oral or written, or maintenance requirements, misuse or alteration or repair of the Goods without Surgitrac’s prior approval.
10.3. This warranty does not extend to parts, materials or equipment not manufactured by Surgitrac, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to Surgitrac and which Surgitrac is entitled to and able to assign to the Buyer.
10.4. Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification must (whether or not delivery is refused by the Buyer) be notified to Surgitrac and Surgitrac’s carriers within seven days from the date of delivery or performance or, where the defect or failure was not apparent on reasonable inspection, within a reasonable time after discovery of the defect or failure.
10.5. In no circumstance shall the Buyer be entitled to reject the Goods on the basis of any defect or failure which is so slight that it would be unreasonable for the Buyer to reject them.
10.6. If the Buyer does not notify claims in accordance with condition 10.4 then:
10.6.1. the Buyer shall not be entitled to reject the Goods; and
10.6.2. Surgitrac shall have no liability for such defect or failure; and
10.6.3. the Buyer shall be bound to pay the full price for the Goods.
10.7. In the event the Buyer has a valid claim which has been notified to Surgitrac under condition 10.4, Surgitrac shall be entitled to repair or replace the Goods or carry out the Services again (or the part or element in question) free of charge or, at Surgitrac’s option, refund to the Buyer the price of the Goods (or a proportionate part of the price), but Surgitrac shall have no further liability to the Buyer.
10.8. If the Buyer is entitled to reject the Goods because all or part of the Goods are defective, the Buyer must reject all of the Goods and cannot keep some of the Goods and reject the remainder.
10.9. Except in respect of death or personal injury caused by Surgitrac’s negligence, or as expressly provided in these Terms and Conditions, Surgitrac shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Buyer (including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of Surgitrac, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer.
10.10. The Buyer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labeling of the Goods, any use or sale of the Goods by the Buyer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Buyer is carried out in accordance with directions given by Surgitrac or any competent governmental or regulatory authority and the Buyer will indemnify Surgitrac against any liability loss or damage which Surgitrac might suffer as a result of the Buyer’s failure to comply with this condition.

11. LIMITATION OF LIABILITY
THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
11.1. Subject to condition 10, the following sets out the entire financial liability of Surgitrac, including any liability for the acts or omissions of its employees, agents or subcontractors to the Buyer in respect of:
11.1.1. any breach of these Conditions;
11.1.2. any use made (including but not limited to modifications) or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
11.1.3. any representation, statement or act or omission, including negligence, arising under or in connection with the Contract and in respect of any contemplated performance or lack of performance.
11.2. All warranties, conditions or other terms implied by statute, common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) trade usage or otherwise are excluded to the fullest extent permitted by law but this exclusion does not apply to:
11.2.1. any implied condition that Surgitrac has or will have the right to sell the Goods when the property is to pass; or
11.2.2. where the Goods are sold to a person dealing as a consumer within the meaning of the Unfair Contract Terms Act 1977, any implied term relating to the conformity of the Goods with their description or sample or as to their quality or fitness for a particular purpose.
11.3. Nothing in these Conditions excludes or limits Surgitrac’s liability for death or personal injury caused by Surgitrac’s negligence or for fraudulent misrepresentation.
11.4. Subject to conditions 11.2 and 11.3 Surgitrac shall not be liable to the Buyer for:
11.4.1. any loss of profit, loss of production, financial loss, depletion of goodwill; and
11.4.2. any indirect loss, damage, costs or expenses whatsoever, in each case which arise out of or in connection with the Contract or its contemplated performance of lack of performance; and
11.5. subject to condition 11.4.1, Surgitrac’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance or lack of performance of the Contract shall be limited to two times the contract price.
11.6. Nothing in these Terms and Conditions excludes or limits the liability of Surgitrac:
11.6.1. for death or personal injury caused by Surgitrac’s negligence;
11.6.2. for any matter which it would be illegal for Surgitrac to exclude or attempt to exclude its liability; or
11.6.3. for fraud or fraudulent misrepresentation.

12. TERMINATION
12.1. The Contract shall terminate immediately upon service of written notice of termination by Surgitrac on the Buyer on the happening of any one or more of the following:
12.1.1. the Buyer has, suffers or allows any execution to be levied on its assets or obtained against it; or
12.1.2. the Buyer commits a material breach of any of its obligations under the Contract or under any other contract with Surgitrac; or
12.1.3. the Buyer is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation ;
12.1.4. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer;
12.1.5. the Buyer ceases or threatens to cease to trade; or
12.1.6. Surgitrac reasonably apprehends that any of the events mentioned above in clauses 12.1.1 to 12.1.5 is about to occur in relation to the Buyer and notifies the Buyer accordingly.
12.2. Termination of the Contract shall not affect rights and duties accrued before termination, and in particular shall not affect Surgitrac’s rights contained in condition 9. However, the Buyer’s rights contained in that Condition shall immediately terminate.

13. HEALTH AND SAFETY
13.1. The Buyer agrees to:
13.1.1. indemnify Surgitrac in respect of any and all claims arising from the Goods being unsafe as a result of the Buyer’s activities;
13.1.2. monitor the safety of the Goods, to provide Surgitrac with information in relation to any risks presented by the Goods and to co-operate in any action Surgitrac decides to take to avoid those risks; and
13.1.3. to keep records of the customers to whom the Goods are sold and to provide Surgitrac with copies of them as and when requested.

14. EXPORT
14.1. Where the Goods are to be exported to the Buyer the provisions of this condition 14 shall apply.
14.2. Payment shall be made in Hong Kong in USD or such currency as is agreed in writing by Surgitrac.
14.3. If so requested by Surgitrac, the Buyer shall establish and maintain in favour of Surgitrac an irrevocable letter of credit which shall:
14.3.1. be in English;
14.3.2. be payable on drafts drawn at sight upon presentation to the bank by Surgitrac of a certified copy of Surgitrac’s invoice;
14.3.3. be established at least 30 days prior to anticipated shipment date;
14.3.4. cover the full price of the Goods (including applicable taxes); and
14.3.5. be transferable.
14.4. All bank charges and other expenses in relation to the payment or to the letter of credit shall be paid by the Buyer.
14.5. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties.
14.6. Unless otherwise agreed in writing between the Buyer and Surgitrac, the Goods shall be delivered EXW or FCA at the option of Surgitrac (as those terms are defined in Incoterms) and Surgitrac shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
14.7. The Buyer is responsible for arranging for testing and inspection of the Goods at Surgitrac’s premises before shipment. Surgitrac shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
14.8. If there is any conflict between Incoterms and the Contract, the terms of the Contract prevail.

15. GENERAL
15.1. Each right or remedy of Surgitrac under the Contract is without prejudice to any other right or remedy of Surgitrac, whether or not under the Contract.
15.2. If any provision of the Contract, including any provision of condition 9, is found by any competent authority to be invalid, unenforceable or unreasonable, it shall be severed from the remainder of the Contract which shall continue in full force and effect.
15.3. Failure or delay by Surgitrac in enforcing or partially enforcing any provision of the Contract is not a waiver of any of its rights under the Contract.
15.4. Any waiver by Surgitrac of any breach by the Buyer is not a waiver of any subsequent breach.
15.5. Any notice to be given by either party to the other under these Conditions must be in writing addressed to that other party at its registered office or principal place of business or such other address as may have been notified for these purposes.
15.6. Notices shall be delivered personally or sent by first class post or sent by facsimile transmission.
15.7. A notice is deemed to have been received:
15.7.1. if delivered personally, at the time of delivery;
15.7.2. if sent by prepaid first class post, on the eighth working day after posting (exclusive of the day of posting);
15.7.3. if sent by facsimile transmission, on a working day prior to 4.00pm at the time of completed transmission and otherwise on the next working day.
15.8. The Contract does not create, confer or purport to confer any benefit or right enforceable by any person not a party to it by virtue of the Contracts (Rights of Third Parties) Act 1999.

16. ASSIGNMENT
16.1. Surgitrac may assign or subcontract the Contract or any part of it and may dispose of or deal in any manner with any of its rights or beneficial interests under it.
16.2. The Buyer may not assign the Contract or dispose of or deal in any manner with any of its rights or beneficial interests under it.

17. ENGLISH LAW
17.1. These Conditions and the Contract between Surgitrac and the Buyer shall be governed by, and construed in accordance with, the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts.
17.2. Condition 17.1 is for the benefit of Surgitrac only and as a result Surgitrac shall not be prevented from taking proceedings in any other courts with jurisdiction, whether concurrently or not.

TERMS AND CONDITIONS: WEBSITE USE

Surgitrac Instruments UK Limited Terms and conditions. This terms of use (together with the documents referred to in it) tell you the terms of use on which you may make use of our website www.surgitrac.com (our site), whether as a guest or a registered user. Use of our site includes accessing, browsing, or registering to use our site. Please read these terms of use carefully before you start to use our site, as these will apply to your use of our site. We recommend that you print a copy of this for future reference. By using our site, you confirm that you accept these terms of use and that you agree to comply with them. If you do not agree to these terms of use, you must not use our site.

These terms of use refer to the following additional terms, which also apply to your use of our site:

Our Privacy Policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.

Our Cookie Policy, which sets out information about the cookies on our site.

Information about us

www.surgitrac.com is a site operated by Surgitrac Instruments UK Limited (“We”). We are registered in England and Wales as a limited company under company number 3005986 address 10 Wharfside, Business Park, Irlam Wharf Road, Irlam, Manchester, M44 5PN. Part of the Surgitrac Instruments UK Limited.

Changes to these terms

We may revise these terms of use at any time by amending this page. Please check this page from time to time to take notice of any changes we made, as they are binding on you.

Changes to our site

We may update our site from time to time and may change the content at any time. However, please note that any of the content on our site may be out of date at any given time, and we are under no obligation to update it. We do not guarantee that our site, or any content on it, will be free from errors or omissions.

Accessing our site

Our site is made available free of charge. We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period. You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions and that they comply with them.

Intellectual property rights

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. You may print off one copy and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organization to content posted on our site. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged. You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors. If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

No reliance on information

The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site. Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied that the content on our site is accurate, complete or up-to-date.

Limitation of our liability

Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied. We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

 use of, or inability to use our site; or
use of or reliance on any content displayed on our site.
If you are a business user we will not be liable for:
loss of business opportunity, goodwill or reputation; or
any indirect or consequential loss or damage.
If you are a consumer user, please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it. We assume no responsibility for the content of websites linked on our site. Such links should not be interpreted as an endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them. Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any goods by use to you, which will be set out in our Terms and conditions of supply.

Viruses

We do not guarantee that our site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software. You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

Linking to our site

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our site in any website that is not owned by you. Our site must not be framed on any other site, nor may you create a link to any part of our site other than the homepage. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy. If you wish to make any use of the content on our site other than that set out above, please contact us. Third party links and resources in our site. Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources.

Applicable law

If you are a consumer, please note that these terms of use, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland. If you are a business, these terms of use, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.