Terms and Conditions

1. THE CONTRACT

In these terms and conditions of sale (“Terms of Business”) Alium Medical Limited (company number 4233261) shall be described as the “Supplier” and the entity placing an order shall be described as the “Customer”. There can be no variance to these Terms of Business whatsoever unless varied by written documentation and signed by an authorised signatory of the Supplier.

The placing of an order by a Customer shall be deemed in acceptance of these Terms of Business in their entirety and the contract (“Contract”) between the Supplier and the Customer for the goods (including any part or parts of them) shall incorporate these Terms of Business. Any subsequent verbal or written orders will be bound by the same Terms and Conditions unless otherwise agreed in writing. Any terms and conditions of the Customer (including any conditions of purchase) shall not apply to any orders for the goods.

Each order or acceptance of a quotation for the goods by the Customer from the Supplier shall be deemed to be an offer by the Customer to buy the goods subject to these Terms of Business. No order placed by the Customer shall be deemed to be accepted by the Supplier until a written acknowledgement of order is issued by the Supplier or (if earlier) the Supplier delivers the goods to the Customer.

2. DELIVERY

All dates given to the Supplier for the delivery are estimated dates only and therefore the Supplier shall incur no liability for any loss or damage whatsoever as a result of a failure to adhere to any such dates.

The Supplier shall be entitled to make partial deliveries and invoice for any goods delivered. All carriage charges are to be borne by the Customer at all times.

All goods supplied for any destinations whether inside or outside the United Kingdom are sold ex-works and acceptance by a carrier on behalf of the Customer shall constitute delivery of the goods, and insurance and risk liability shall pass to the Customer at this point. The Customer shall in any event take delivery of the goods within 5 working days of the Supplier giving the Customer notice that the goods are ready for delivery unless otherwise agreed in writing.

Subject to any of these Terms of Business the Supplier shall not be liable for any direct, indirect of subsequent loss (all three of which terms include, without limitation, pure economic loss, loss of profits, 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, nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 60 days.

It is the Customer’s responsibility to inform the Supplier of any short delivered or damaged goods. Items notified to the Supplier as damaged/short delivered must be returned within 3 working days from the date of delivery having been kept in temperature controlled storage under the proper conditions (where applicable) and subject to the provisions of paragraph three (3) (Returns) below. The Supplier may only consider items for full refund/credit if they are returned within 3 working days from date of delivery in the condition they were sold in and in the original boxes/packaging. Notwithstanding any other provisions of these Terms of Business the Supplier’s liability for non-delivery of the goods shall be limited to replacing the goods within a reasonable time or issuing a pro rata credit note.

3. RETURNS

Returns must be agreed by Alium Medical Limited in writing prior to despatch by the Customer.

Unless otherwise agreed in writing by the Supplier, the goods must be returned within three working days from the date of delivery. Items requiring temperature controlled storage will be accepted to correct a delivery error only; in this case the goods must be returned no later than next working day from delivery and must have been stored correctly whilst on the Customers premise.

To be considered for return the goods must be accompanied by a picking note or copy of the invoice showing:

The name and address of the Customer returning the goods
The quantity, description, strength pack size and price of thegoods.
The serial number of the invoice on which the goods weresupplied.
The reason for the return
ORDERED IN ERROR, WRONGLY SUPPLIED, RECEIVED DAMAGED, MANUFACTURER’S RECALL ,OTHER (please specify)

The package must be labelled FOR THE ATTENTION OF THE WAREHOUSE. The goods must be perfect condition, not marked in any way and should not show any evidence of having been tampered with.

In the event of the above conditions not being met, goods will not normally be accepted for return.

Immediately upon request, returned goods will be quarantined in a secure area pending appropriate action and no goods may be returned to shelf stock without the authority of a designated person in accordance with internal operating procedures.

4. PRICES

All prices quoted are exclusive of VAT and are subject to the prevailing rate of VAT at the date of invoice.

All prices quoted apply to a specific order only and are subject to change in writing by the Supplier prior to the Supplier’s acceptance of the relevant order as set out in paragraph 1 above. Unless varied in writing by Supplier, all prices quoted are exclusive of carriage charges, and all costs or charges in relation to packaging, loading, unloading and insurance, all of which amounts the Customer shall pay in addition when it is due to pay for the goods.

5. TERMS OF PAYMENT

The Supplier shall at its discretion render invoices as at the date of despatch or the date when an order is completed and such goods are available for collection/despatch. Time for payment shall be of the essence.

Payment by the Customer in full is due within 30 days of the invoice date. These payment terms shall apply at all times unless varied by the Supplier in writing. Terms of payment shall apply to all goods delivered or where delivery has been attempted but not effected or where the Supplier advises the Customer that the goods are ready for delivery.

All remittances received will be allocated to invoices and credited to the Customer’s account in chronological order.

If the Customer fails to pay the Supplier any sum due pursuant to the Contract, the Customer shall be liable to pay interest to the Supplier 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 HSBC Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. In addition all costs of recovery shall be borne by the Customer. The Supplier reserves the right to claim interest under the late payment of Commercial Debts (Interest) Act 1998.

In the event of the Supplier having indication of the Customer being unable to settle its accounts as and when they fall due, notwithstanding any other remedies, all amounts due to the Supplier shall become payable in full immediately. In addition the Supplier reserves the right to uplift the price of goods supplied to mitigate amounts due to it and shall assess such goods and credit such values, as it deems reasonable. All invoices issued on a Pro-Forma basis are due for immediate payment.

All invoices shall be paid in full free and clear of any charges or reductions whether by way of set off, counterclaim or otherwise

6. TITLE AND RISK

Risk and therefore responsibility for insurance of all items Supplied shall pass to the Customer upon delivery within the United Kingdom. The Customer shall bear the risk for any items Supplied to the Customer for displaying purposes.

Title to any goods supplied by the Supplier will not pass to the Customer until all outstanding amounts due to the Supplier, for any reason whatsoever, have been settled in full including any sums due for late payment accruing under these Terms of Business or at law.

Until ownership of the goods has passed to the Customer the Customer shall:

Hold the goods on a fiduciary basis as the Supplier’s Bailee:
Store the goods (at no cost to the Supplier) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Supplier’s property;
Not destroy, deface or obscure any identifying mark or packaging on or relating to goods; and
Maintain the goods in satisfactory condition and keep them insured on the Supplier’s behalf for their full price against all risks to the reasonable satisfaction on the Supplier. On request the Customer shall produce the policy of insurance to the Supplier. The Customer may resell the goods before ownership has passed to it provided that any sale is in the ordinary course of business at full market value and such sale shall be a sale of the Supplier’s property on the Customer’s own behalf and the Customer shall deal as principal when making such a sale. The Supplier shall be entitled to recover payment for the goods notwithstanding that ownership of any goods has not passed from the Supplier.
The Customer grants the Supplier, 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 and/or recover any goods where the Supplier retains title.

No goods are supplied on a “sale or return” basis unless agreed in writing by the Supplier.

7. WARRANTY

The Supplier warrants that all goods supplied are to the best of their knowledge of satisfactory quality, fit for the purpose upon which they are supplied and are free of any defects due to materials, design, or workmanship.

Should the Supplier accept the validity of any claim, total liability shall be limited to replacement or value of such items. The method of settlement of any claim is at the discretion of the Supplier. No third party claims will be entered whatsoever.

The Supplier reserves the right to make alterations in design, colour, finish or content of the goods sold from the samples shown or displayed in brochures and catalogues.

All goods are supplied subject to availability.

The Supplier will use his best endeavours to produce final products to the same specification as proofs or samples; however no guarantee is expressed or implied.

The Supplier at all times reserves the right, notwithstanding any other remedies available to it, to refuse to supply and or suspend further deliveries and or stop goods in transit or fulfil any other obligations of this contract without having to give a reason, whether or not the Customer fails to fulfil any of its obligations under this contract. 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. This paragraph 7 is subject to paragraph 8.

8. LIABILITY

In the event of insolvency, liquidation, administration, receivership or bankruptcy of the Customer or any composition with its creditors then notwithstanding any other remedies available to the Supplier the Contract between the Supplier and the Customer will be terminated immediately and the Customer’s right to sell any goods in which title is retained by the Supplier shall automatically terminate.

The Supplier has no liability to the Customer for loss of profit, loss of revenue or business, goodwill, or any indirect or consequential loss whatsoever due to short, late or incomplete deliveries or damaged or defective goods or any breach of contract.

The Supplier shall not get held responsible for the Customer and therefore has no liability of the Customer whatsoever for any non-performance whether in whole or in part of its obligations as conferred under the terms of this Contract or any reason of cause beyond its reasonable control. Such reasons shall include without limitation strikes, lockouts, disruption to power, transport, materials or fuel supplies, acts of war and civil disturbance. Without prejudice to paragraph 6, no refund shall be payable to the Customer upon recall of the goods by the manufacturer of the goods, the MHRA, or any other regulatory body. The Supplier shall use its best endeavours to verify that the goods were first placed on the market in the EEA by the trademark proprietor or with his consent. Without prejudice to the foregoing, the Supplier shall not be held responsible to the Customer, and therefore has no liability where the goods are subsequently found to have originated from the outside of the EEA.

The Supplier’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 in any event be limited to the Contract price provided always that nothing in these Terms of Business shall exclude or limit the liability of the Supplier:

(a) for death or personal injury caused by the Supplier’s negligence; or

(b) under section 2(3) Consumer Protection Act 1987; or

(d) for fraud or fraudulent misrepresentation.

9. CANCELLATION

Should the Customer decide at any time after placing an order, to cancel or change their instructions, the Supplier shall, at his discretion, be entitled to invoice as if the order has been fulfilled in its entirety, such entitlement shall be in addition to other rights conferred upon the Supplier as contained in these Terms of Business.

10. GENERAL

A notice required or permitted to be given by either party to the other under these Terms of Business shall be in writing addressed to that other party as its principal place of business or such other address as may at the relevant time have been notified under this provision to the party giving notice.

If any provision of these Terms of Business is held by any court or other competent authority to be invalid or unenforceable in whole or in part of the validity of the other provisions of these Terms of Business shall not be effected.

Each right or remedy of the Supplier under the Contract is without prejudice to any other right or remedy of the Supplier whether under the Contract or not. Failure or delay by the Supplier in enforcing or partially enforcing any provisions of the Contract shall not be construed as a waiver of any of its rights under the Contract. Any Waiver by the Supplier of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver or any subsequent breach or default and shall in no way affect the other terms of the Contract. The parties to the Contract do no intend that any term of the Contract shall be enforceable to virtue of the Contracts (Rights to Third parties) Act 1999 by any person that is not a part to it. The Supplier may assign the Contract or any part of it to any person, firm or company. The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier. These Terms of Business and any contracts are governed by and shall be interpreted in accordance with the laws of England and Wales, and the Customer agrees to submit to the non-exclusive jurisdiction of the English Courts.