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Terms of Sale

DENBIGHSHIRE COUNTY COUNCIL Trading as "CEFNDY HEALTHCARE"

STANDARD TERMS AND CONDITIONS OF SALE

1. Definitions

1.1 The "Buyer" means the company, firm, or person(s) who buys or agrees to buy goods from the Seller.

1.2 The "Seller" means Denbighshire County Council Trading As "Cefndy Healthcare".

1.3 "Conditions" means the Standard Terms and Conditions of Sale set out in this document and any special conditions agreed in writing by the Seller.

1.4 "Goods" means the articles which the Buyer agrees to buy from the Seller.

1.5 "Contract" means a contract of sale made between the Seller and the Buyer which is subject to these conditions.

2. Conditions

2.1 These "Terms and Conditions" do not affect your statutory rights as a consumer.

2.2 All contracts of sale made by the Seller shall be deemed to incorporate these Conditions which shall prevail over any other document or communication from the Buyer.

2.3 Any variation of these Conditions (including any special terms and conditions agreed between the Seller and Buyer) shall be inapplicable unless agreed in writing by the Seller.

2.4 Placement of an order for Goods shall be deemed conclusive evidence of the Buyer's acceptance of these conditions.

3. Prices

3.1 The price shall be that in the Seller's current catalogue, unless a different price is contained in the Sellers's quotation.

3.2 Should a product's price change between publication of the current catalogue (or quotation if applicable) and placing of an order the Buyer will be notified of the change by the Seller and given the opportunity to cancel the order and receive a full refund.

3.3 All prices are exclusive of VAT.

3.4 The total purchase price, including VAT and delivery charges will be confirmed with the Buyer prior to confirming the order.

3.5 In the case of consumer sales, payment must be made in full before dispatch of any goods.

3.6 In the case of other sales, payment is due in full on the terms of credit agreed which shall not be more than 30 days from the date of invoice. Time for payment shall be of the essence and any failure to pay shall entitle the Seller at its option to treat the Contract as repudiated by the Buyer or to delay delivery until paid.

3.7 Should the Buyer become insolvent or bankrupt or if any act or proceedings shall be commenced in which the Buyers solvency is concerned, all monies under any transaction covered by these Conditions shall become immediately due and payable.

4. Interest on Overdue Invoices

4.1 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at 2% above National Westminster Bank PLC base lending rate for the time being in force per calendar month.

5. Warranty and Liability

5.1 The Seller warrants that the Goods will at the time of delivery correspond to the description given by the seller. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977, Section 12) all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Goods, whether implied by Statute, Common Law or otherwise are excluded and the Buyer is satisfied as to the suitability of the Goods for the Buyer's purpose.

6. Delivery

6.1 The Seller shall bear the cost of delivery of the Goods if the order:-
(a) exceeds £200 (net of VAT); and
(b) is to be delivered to an address within mainland Great Britain

6.2 The Buyer shall bear the cost of delivery of the Goods in all circumstances not covered by clause 6.1 above.

6.3 Where a specific delivery date has been agreed, and if this delivery date cannot be met the Buyer will be given the option to agree a new delivery date or receive a full refund.

6.4 Whilst every reasonable effort shall be made to keep any delivery date, time of delivery shall not be of the essence and the Seller shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any other person or Company arising directly or indirectly out of any failure to meet any estimated delivery date.

6.5 Delivery of the goods shall be made to the Buyer's address and the Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

6.6 Orders made specifying a delivery point outside mainland Great Britain shall be arranged as Ex-Works orders and the Buyer will make, and pay for their own carriage arrangements for the Goods with their designated carrier. All such collections are to be confirmed with the Seller in advance of collection from the Seller.

6.7 Where applicable the Buyer will be responsible for obtaining an import licence and for ensuring compliance with all regulations governing the admission of the Goods into the country of delivery.

6.8 Where Goods are to be exported to countries that require an export licence, it is the sole responsibility of the Buyer whether by himself or by an export agent instructed by the Buyer to obtain all necessary clearance/s. The Seller cannot provide replacement products or refunds in the event of export licences being refused.

7. Ownership and Risk

7.1 The risk in Goods shall pass to the Buyer upon delivery of the Goods or upon the Goods being appropriated to the Buyer but kept at the Seller's premises at the Buyer's request.

7.2 The Seller remains the owner of the Goods affected by the Contract until the Seller has been paid in full for such goods.

7.3 The Buyer shall inspect the Goods immediately upon receipt and shall notify the Seller within three days of delivery if the Goods are damaged or do not correspond with the order. If the Buyer fails to do this he is deemed to have accepted the Goods.

7.4 Any goods in respect of which any claim of defect or damage is made shall be preserved by the Buyer intact together with the original packing at the Buyer's risk and either:-
(a) retained by the Buyer for a reasonable period to enable the Seller or it's agent to inspect or Collect the Goods; or
(b) at the Seller's option returned by the Buyer to the Seller who will refund the cost of postage and packing to the Buyer if the Goods are in fact defective.

8. Cancellation and Returns

8.1 If it is agreed that the goods are to be returned:-
(a) a Goods Return number obtained from the Seller must be clearly shown on the returned parcels.
(b) the Buyer will be liable for the cost of remedying any damage to the Goods returned where such damage has, in the opinion of the Seller, been caused by the Goods being inadequately packaged by the Buyer or through the Buyer's fault.
(c) The Seller reserves the right to make a handling and restocking charge of 25% on Goods which are returned if they were ordered in error or are no longer required. If the goods are faulty or being returned under Clause 8.2 then the restocking charge will not apply.

8.2 If you are a Consumer you have the right, in addition to your other rights, to cancel your Contract with Cefndy Healthcare and receive a refund. You must contact us and inform us in writing of your desire to cancel your Contract within 7 working days of receipt of the relevant product(s). You must return the goods to us at your cost and we advise you to ensure the goods are adequately insured during any return journey.

9. Force Majeure

In the event that the Seller is prevented from carrying out its obligations under a Contract as a result of any cause beyond its control such as but not limited to Acts of God, War, Strikes, Lockouts, Flood and Failure of third parties to deliver goods, the Seller shall be relieved of its obligations and liabilities under such contract for sale as long as such fulfilment is prevented.

10. No Waiver

10.1 The Seller's failure to insist upon strict performance of any provision of these conditions shall not be deemed to be a waiver of it's rights or remedies in respect of any present or future default of the Buyer in performance or compliance with any of theses Conditions.

11. Liability

11.1 Except as may be implied by law where the Buyer is dealing as a consumer, in the event of any breach of these Conditions by the Seller the remedies of the Buyer shall be limited to damages which shall in no circumstances exceed the price of the Goods and the Seller shall under no circumstances be liable for any indirect, incidental or consequential damage.

12. Complaints

12.1 If you have a complaint about our service or any Goods you purchase from the Seller please contact the Seller immediately. You will be contacted as soon as possible and the Seller aims to provide a resolution within 5 working days.

12.2 All complaints will be dealt with in a fair and confidential manner.

13. Severability

If any part of these Conditions that is not fundamental is found to be illegal or unenforceable, such finding will not affect the validity or enforceability of the remainder of these Conditions.

14. Corrupt Gift and Payment of Commission

14.1 The Buyer shall not:
(a) Offer or give or agree to give any person any gift or consideration of any kind as an inducement or reward for doing so or forbearing to do or for having done or forborne to do any act in relation to the obtaining or execution of this or any other contract for the Seller or for showing or forbearing to show favour or disfavour to any person in relation to this or any other contract for the Seller: or
(b) Enter into this or any other contract with the Council in connection with which commission has been paid or agreed to be paid by him or on his behalf or to his knowledge, unless before the Contract is made particulars of any such commission and of the terms and conditions of any agreement for the payment thereof had been disclosed in writing to the representative of the Seller.

14.2 Any breach of this condition by the Buyer or by anyone employed by him or acting on his behalf (whether with or the knowledge of the Buyer) or the commission of any offence by the contractor or by anyone employed by him or acting on his behalf under the Prevention of Compensation Acts 1889 to 1916 in relation to this or any other contract for the Seller shall entitle the Seller to determine the Contract and recover from the Buyer the amount of any loss resulting from such determination and/ or to recover from the Buyer the amount or value of any such gift, consideration or commission.

14.3 The Seller shall not be liable for any loss or damage arising from such cancellation.

15. Jurisdiction and Arbitration Clause

15.1 This contract is subject to the Law of England and Wales.

15.2 If any dispute or difference shall arise between the Buyer and Seller as to the meaning of this Contract or any matter or thing arising out of or connected with this Contract then it shall be referred to the determination of an Arbitrator to be appointed by agreement of the parties or (in default of the agreement within 21 days of the service upon one party of a written request to concur such appointment) by The President for the time being of the Chartered Institute of Arbitrators.