General Conditions of Sales and Delivery for
Diagmed Healthcare Ltd
These conditions are to be applied unless otherwise agreed upon in writing between the parties.
1. Order Conditions:
Quotations made by Diagmed Healthcare Ltd are valid for 30 days after their submission.
2. Terms of Delivery:
2.1 Place Of Delivery – Delivery is ex seller’s works including necessary packing. Transportation is at buyer’s risk.
2.2 Time of Delivery – The time of delivery indicated in the order confirmation should only be considered as approximate.
3. Price and term of payment:
3.1 Price – The price fixed in the quotation and in the order confirmation is non-negotiable. Unless otherwise agreed upon the price refers to the subject of sale only.
3.2 Terms of payment – Payment must be effected accordingly.
Under the statutory legislation, “The Late Payment of Commercial Debt (Interest) Act 2016” Diagmed Healthcare Ltd will seek interest payments on overdue debts in excess of 30 days. In accordance with the aforementioned legislation, interest will be calculated at 8% over the official Bank of England base rate. Further, buyer shall compensate seller for all expenses resulting from the delay.
If buyer cannot pay or for some reason cannot take over the subject of sale, seller is entitled to sell it, regardless of location, at the best obtainable price, and at the same time to compensations from the buyer for a deficit in the contract amount.
Diagmed Healthcare Ltd cannot be held liable to pay compensation due to neither accidental nor inadvertent delay. The delay of the delivery does not entitle the buyer to cancel the transaction as indicated, if the delay is not essential. Provided the delivery is delayed due to circumstances mentioned in paragraph 6, or due to buyer’s conditions, the time of delivery should be lengthened according to circumstances.
5. Responsibility for Defects
Buyer must, immediately upon delivery of the subject of sale, verify that this fulfils the requirements agreed upon. If buyer ascertains that this is not the case, seller must be advised accordingly in writing within 7 days from the date of the delivery. The only default claim, which can be invoked by the buyer is replacement, repair or reconditioning of the rejected article. Thus buyer cannot cancel the transaction or claim damages from the seller, neither for direct nor for any kind of indirect loss, such as working deficit.
If the seller does not fulfil his replacement obligations, in spite of several attempts, buyer is entitled to cancel the transaction.
If the obligation of remedy is fulfilled by new complete supply or the replacement of some parts, seller is equally responsible for defects in such supplies.
Buyer is obliged to return faulty supplier/delivered parts to the seller according to his instructions and on his account.
6. Product Responsibility
Seller is responsible for product damage i.e. damage to things or persons due to dangerous features of the subject of sale for a period of no more that 12 months provided the damage in question is caused by faults committed by seller.
7. Force Majeure
* exemption from responsibility due to extraordinary delivery difficulties.
The following circumstances exempt the seller from responsibility if they occur after the agreement has been made, preventing its fulfilment. Trade and labour disputes and all other circumstances beyond the control of the parties, like fire, war, mobilisation, or unforeseen call up for military service of corresponding proportions, requisitioning, confiscating currency – or exchange – restrictions, revolts and outbreaks of disturbances, shortages of means of transportation and energy, general shortages of goods, lack or delay of deliveries from sub-contractors if the delay is due to any of the circumstances mentioned in this paragraph.
The party who want to invoke any of the circumstances mentioned in this paragraph must inform the other party in writing at once about the start and termination of same.
When such delivery difficulties exists, both parties are entitled to postpone the installation of articles and the payment respectively, as far as necessary due to the delivery difficulties. Provided such deliveries have been agreed upon, the succeeding deliveries can be postponed correspondingly.
If the delay exceeds six month, each of the parties are hereafter entitled to cancel the agreement in writing, completely or partly, as far as the deliveries are concerned, which should have taken place during the said period.
8. Retention of Ownership
Diagmed Healthcare Ltd retains the proprietary rights to the articles supplied, until the purchase sum has been paid in full. Settlement of this question will be based on the law of the country in which the subject of sale is placed.
9. Venue and Choice of Law
All disputes arising in connection with the present agreement must be settled according to U.K. law.