Terms and Conditions of Sale
Guest Medical Limited
Registered in England and Wales (Company No: 02137706)
Registered Office: Maidstone Innovation Centre, Gidds Pond Way, Maidstone, ME14 5FY, United Kingdom
1. Definitions and Interpretation
1.1 In these Conditions: “Buyer” means the person, firm, or company who purchases or agrees to purchase Goods from the Seller. “Conditions” means these Terms and Conditions of Sale. “Contract” means the contract between the Seller and Buyer for the sale and purchase of Goods. “Goods” means the products which the Seller agrees to supply to the Buyer. “Seller” means Guest Medical Limited. “Writing” includes email and comparable electronic communication.
1.2 Headings are for convenience only and shall not affect the interpretation of these Conditions.
1.3 References to any statute or statutory provision include any subordinate legislation and any modification or re-enactment thereof.
2. Basis of Contract
2.1 These Conditions apply to all sales by the Seller and shall prevail over any terms or conditions contained in or referred to in the Buyer’s order, confirmation of order, or other documentation, or implied by trade custom, practice, or course of dealing.
2.2 No order shall be binding on the Seller until accepted by the Seller in Writing or by the Seller’s despatch of the Goods.
2.3 Any quotation is valid for 30 days from the date of issue unless otherwise stated, and does not constitute an offer.
2.4 The Buyer acknowledges that it does not rely on any representation, warranty, or other provision not expressly set out in the Contract and waives any claim for breach of any such representation, warranty, or provision.
3. Goods
3.1 The Goods are described in the Seller’s quotation, order acknowledgement, or invoice.
3.2 The Seller reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.
3.3 Where Goods are supplied for use as biocidal products or medical devices, the Buyer is responsible for ensuring compliance with all applicable regulations in the territory of use.
4. Price and Payment
4.1 The price of the Goods shall be the price set out in the Seller’s quotation or, if no price is quoted, the price listed in the Seller’s published price list in force at the date of acceptance of the order.
4.2 Unless otherwise agreed in Writing, all prices are: (a) Exclusive of Value Added Tax (VAT), which shall be payable in addition at the applicable rate; (b) Exclusive of costs of delivery, carriage, packaging, and insurance, which shall be charged to the Buyer.
4.3 Payment shall be due within 30 days of the date of invoice unless otherwise agreed in Writing.
4.4 Payment shall be made in full without any set-off, counterclaim, deduction, or withholding.
4.5 If the Buyer fails to make payment by the due date, the Seller shall be entitled to: (a) Charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, accruing daily until payment is made; (b) Claim statutory compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998; (c) Suspend any further deliveries to the Buyer; (d) Terminate the Contract with immediate effect.
4.6 Time of payment is of the essence.
4.7 All quotations, invoices, and pricing information are subject to correction of errors and omissions (E&OE). The Seller reserves the right to correct any clerical, typographical, or pricing errors and to amend any invoice accordingly, provided that the Buyer is notified promptly of any such correction.
5. Retention of Title
5.1 Ownership of the Goods shall not pass to the Buyer until the Seller has received payment in full (in cleared funds) for the Goods and all other sums owed by the Buyer to the Seller.
5.2 Until ownership of the Goods has passed to the Buyer, the Buyer shall: (a) Store the Goods separately from all other goods and in a manner that clearly identifies them as the Seller’s property; (b) Not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods; (c) Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (d) Hold the proceeds of any insurance in trust for the Seller and not mix them with any other money; (e) Not pledge, charge, or otherwise encumber the Goods; (f) Notify the Seller immediately if any third party takes or threatens any action against the Goods.
5.3 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; (b) Any such sale shall be a sale of the Seller’s property on the Buyer’s own behalf, and the Buyer shall deal as principal when making such sale; (c) The Buyer shall hold the proceeds of such sale on trust for the Seller in a separate account.
5.4 The Seller may at any time before ownership passes: (a) Require the Buyer to deliver up all Goods in its possession that have not been resold or irrevocably incorporated into another product; and (b) If the Buyer fails to do so promptly, enter any premises of the Buyer or any third party where the Goods are stored in order to recover them.
5.5 Risk in the Goods shall pass to the Buyer upon delivery, notwithstanding that ownership may not have passed.
6. Delivery
6.1 Unless otherwise agreed, delivery shall be made by the Seller delivering the Goods to the address specified in the Buyer’s order (or such other location as the parties may agree).
6.2 Delivery dates are estimates only and time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery howsoever caused.
6.3 If the Buyer fails to take delivery or provide adequate delivery instructions, the Seller may: (a) Store the Goods until actual delivery and charge the Buyer for reasonable costs of storage; or (b) Sell the Goods at the best price readily obtainable and charge the Buyer for any shortfall below the Contract price.
6.4 The Buyer shall inspect the Goods upon delivery and shall notify the Seller in Writing within 48 hours of delivery of any damage, shortage, or non-conformity apparent on reasonable inspection. Failure to do so shall constitute acceptance of the Goods.
6.5 Partial deliveries may be made and shall be invoiced separately.
7. International Sales and Export Compliance
7.1 Where Goods are to be delivered outside the United Kingdom: (a) Unless otherwise agreed in Writing, Incoterms 2020 EXW (Ex Works) shall apply; (b) The Buyer shall be responsible for all customs duties, taxes, tariffs, and other charges imposed in the country of destination; (c) The Buyer shall be responsible for obtaining any necessary import licences, permits, registrations, and approvals required in the country of destination.
7.2 REGULATORY COMPLIANCE IN DESTINATION MARKET: The Buyer acknowledges and agrees that: (a) The Buyer is solely responsible for ensuring that the Goods comply with all applicable laws, regulations, standards, and requirements in the country or territory where the Goods will be sold, distributed, used, or otherwise made available; (b) This includes, without limitation, compliance with: (i) Product registration and notification requirements; (ii) Labelling, packaging, and language requirements; (iii) Safety standards and certifications; (iv) Biocidal product regulations (including but not limited to EU Regulation 528/2012 or equivalent local legislation); (v) Medical device regulations (including but not limited to EU MDR 2017/745, UK MDR 2002, FDA requirements, or equivalent local legislation); (vi) Environmental and disposal requirements; (vii) Any other sector-specific or local regulatory requirements; (c) The Seller makes no representation or warranty that the Goods are compliant with, registered under, or authorised for sale or use in any jurisdiction other than the United Kingdom, unless expressly agreed in Writing; (d) The Buyer shall indemnify and hold harmless the Seller against any claims, losses, damages, costs, or expenses arising from the Buyer’s failure to comply with applicable laws and regulations in the destination market; (e) The Buyer shall not export, re-export, sell, or distribute the Goods to any country or territory subject to trade sanctions or embargoes imposed by the United Kingdom, United Nations, European Union, or United States, without the Seller’s prior Written consent and verification that all necessary licences have been obtained.
7.3 The Seller shall provide such export documentation as may reasonably be required, including commercial invoices, statements of origin, certificates of conformity (where available), and packing lists.
7.4 Any technical documentation, safety data sheets, or certificates provided by the Seller are intended for reference purposes only and do not guarantee compliance with the regulatory requirements of any specific jurisdiction outside the United Kingdom.
7.5 The Buyer warrants that it has the necessary expertise, or has sought appropriate professional advice, to assess the regulatory requirements applicable to the Goods in the destination market prior to placing any order.
8. Warranty and Liability
8.1 The Seller warrants that the Goods shall: (a) Conform in all material respects to their description and any applicable specification; (b) Be free from material defects in design, materials, and workmanship for a period of 12 months from delivery.
8.2 The Seller shall, at its option, repair, replace, or refund the price of Goods that do not conform to the warranty in Clause 8.1, provided that: (a) The Buyer notifies the Seller in Writing within 7 days of discovering the defect and in any event within the warranty period; (b) The Buyer returns the defective Goods to the Seller at the Buyer’s cost; (c) The defect is not caused by misuse, negligence, improper storage, failure to follow instructions, modification, or repair without the Seller’s approval.
8.3 Limitation of Liability: (a) Nothing in these Conditions shall exclude or limit the Seller’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited by law. (b) Subject to Clause 8.3(a), the Seller’s total liability to the Buyer in respect of all breaches of duty, whether in contract, tort (including negligence), or otherwise, shall not exceed 100% of the price paid for the Goods giving rise to the claim. (c) Subject to Clause 8.3(a), the Seller shall not be liable for any indirect, special, or consequential loss or damage, loss of profit, loss of business, loss of goodwill, or loss of anticipated savings.
8.4 All warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9. Cancellation and Returns
9.1 The Buyer may not cancel an order without the Seller’s prior Written consent.
9.2 If the Seller agrees to cancellation, the Buyer shall indemnify the Seller against all costs, charges, and expenses incurred by the Seller as a result.
9.3 Goods may only be returned with the Seller’s prior Written authorisation and in accordance with the Seller’s returns procedure. A restocking charge of up to 15% may be applied.
9.4 Custom or bespoke Goods, and Goods with limited shelf life, are non-cancellable and non-returnable.
10. Force Majeure
10.1 The Seller shall not be liable for any failure or delay in performing its obligations where such failure or delay results from any cause beyond the Seller’s reasonable control, including but not limited to: (a) Acts of God, fire, flood, earthquake, or natural disaster; (b) Epidemic, pandemic, or public health emergency; (c) War, threat of war, terrorism, civil unrest, or government action; (d) Failure of suppliers, subcontractors, or third-party logistics providers; (e) Labour disputes (other than involving the Seller’s own workforce); (f) Interruption of energy supplies or transport networks.
10.2 If such event continues for more than 90 days, either party may terminate the Contract by giving Written notice to the other.
11. Data Protection
11.1 Both parties shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
11.2 The Seller’s Privacy Policy, available on request, sets out how personal data is processed.
12. General
12.1 Assignment: The Buyer shall not assign, transfer, or subcontract any of its rights or obligations under the Contract without the Seller’s prior Written consent.
12.2 Entire Agreement: The Contract constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements.
12.3 Variation: No variation of these Conditions shall be valid unless agreed in Writing by a director of the Seller.
12.4 Waiver: A waiver of any right or remedy shall only be effective if given in Writing and shall not constitute a waiver of any subsequent breach or default.
12.5 Severability: If any provision of these Conditions is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
12.6 Third Party Rights: The Contract does not confer any rights on any person other than the parties under the Contracts (Rights of Third Parties) Act 1999.
12.7 Notices: Any notice shall be in Writing and delivered by hand, pre-paid first-class post, or email to the registered office or principal place of business of the relevant party.
13. Governing Law and Jurisdiction
13.1 These Conditions and any Contract shall be governed by and construed in accordance with the laws of England and Wales.
13.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for any dispute arising out of or in connection with the Contract.