Trading terms and conditions of sale of Biohit Ltd

1. THE CONTRACT

The only terms and conditions of Contract between Biohit Limited – also trading as Gastro Profile - ("the Seller") and the Purchaser / buyer shall be those set out below unless other terms are expressly accepted in writing by an authorised employee of the Seller.
These are perforce of a legal nature. However our policy is to apply them in a sensible and reasonable manner

2. SPECIFICATIONS AND MEASUREMENTS

2.1 All statements (whether written or oral), descriptions, drawings, photographs, diagrams or specifications concerning the Goods or services made or given by or on behalf of the Seller before contract, whether in catalogues, brochures, leaflets, price lists or other documents, are for the purpose of information and guidance only.

2.2 Where Goods are sold by reference to descriptions in a catalogue or brochure, such Goods are sold subject to the tolerances and variations expressed or implied therein. As the design and sources of supply may change from time to time, the Seller shall have the right to supply Goods of altered design or from a new source of supply.

3. PRICES

3.1 All prices shown in catalogues, leaflets or brochures are net ex works prices exclusive of VAT. The Seller reserves the right to vary such prices at any time where currency fluctuations, changes in duty or material costs have occurred.

3.2 Any typographical, clerical or other error in any sales literature, quotation, price list, acceptance of offer, invoice, or other documentation or information issued by the Seller, may be corrected without any liability on behalf of the Seller.

3.3 Quotations expressed to be for a fixed price remain open for acceptance by the Purchaser within the period stated in the quotation or; if no period is stated, within 30 days of the date of the quotation irrespective of when the quotation is received by the Purchaser. All orders requesting discounts must be accompanied by a quotation number previously supplied.

3.4 Any additional tests requested to be undertaken on goods such as Certificates of Conformity may be subject to a charge.
Any specialist documentation requested may similarly attract an extra charge (e.g. Certificate of origin)

4. PAYMENT

4.1 Where the Purchaser does not have a credit account with the Seller; the Goods will not be delivered until the Seller has paid the amount shown on the pro-forma invoice. At the sellers discretion credit accounts may only be opened after receipt of trade and bank references which are considered satisfactory by the Seller.

4.2 The Seller can accept payment by credit card (Visa and Mastercard). A discretionary charge of 3.25% may be applied dependant on transaction value, in which case the buyer will be advised in advance.

4.3 Unless otherwise agreed in writing, payment in full without deduction or settlement discount must be made by the Purchaser within 30 days of the date of the Seller's invoice. We may at our discretion charge interest at the prevailing bank rate plus 1.75% on all overdue accounts to the date of actual payment. Time of payment by the Purchaser shall be of the essence of the contract.

4.4 For a sale Outside the United Kingdom and where the Purchaser does not have a credit account, the Purchaser shall either establish an irrevocable letter of credit confirmed by a London Bank or make full payment in advance. The minimum value of the order for L/C payment is £10,000. On orders below this value, there shall be a minimum handling charge of £250.00 applied to the transaction. This figure may be increased should additional exceptional costs be incurred. All such transactions shall be conducted with bank charges outside the U.K. for the buyer, unless otherwise agreed in writing.

5. SMALL ORDER / PACKAGING CHARGES

5.1 A minimum order value (exclusive VAT) of £50.00* is necessary to avoid the small order delivery surcharge of £6.00 inside the United Kingdom (mainland only) . Please also note that we reserve the right to add a reasonable charge for packing pallets or containers or for the delivery of goods in pack sizes which differ from those offered in our catalogue. Split deliveries of orders requested by customer may also incur an additional carriage charge. Delivery charges will be applied to UK non-mainland deliveries unless specifically agreed in writing.

* Distributor obligations in respect of order values are detailed individually by contract and will be advised annually upon issue of price list revisions. As a guide, orders outside the United Kingdom of less than the minimum order value of £300, excluding VAT and delivery charges, shall be subject to a handling fee of £25, excepting orders exclusively for spare parts.

6. DELIVERY

6.1 The Seller will make every effort to deliver the Goods within the time agreed. The seller shall not be held responsible for delays caused by anything beyond our reasonable control. Any special delivery requirements must be notified to us in writing at the time of placing the order. We shall have the right at our discretion to make a reasonable charge for special handling and/or delivery.

6.2 Deliveries offered ex-stock are subject to the Goods being available at the date of receipt of an order from the Purchaser.

6.3 No claim for damage or shortages will be considered unless the Seller is notified in writing within 2 working days of receipt, failing which proper delivery shall be conclusively presumed to have been made. In the event of breakage, all packaging and damaged Goods must be retained for inspection.

6.4 In the event of non-delivery, the Seller must be notified in Writing within 5 days of receipt of the invoice.

7. WARRANTIES AND SELLER'S LIABILITY

7.1 Subject to Clause 7.2, the Seller warrants that the Goods will be free from defects in materials and workmanship for the Warranty Period. The Warranty Period will be stated in the catalogue, brochure, leaflet or quotation for such Goods and will commence from the date on which the Goods are dispatched by the Seller or the date of commissioning by the Seller, if later. Where the Warranty Period is not stated it will be for 12 months. This does not apply to consumable products.

7.2 The Warranty in Clause 7.1 is given by the Seller Subject to the following conditions;

(a) the Seller will be under no liability in respect of any defect in the Goods arising from fair wear and tear; wilful damage, negligence of the Purchaser or its employees or agents, abnormal working conditions or failure to follow the Seller's installation, user, storage, operating or maintenance instructions.

7.3 The Sellers liability for any loss or damage suffered by the Purchaser and arising by way of defects in the goods or otherwise howsoever shall be limited to the invoice price of the goods in respect of or in relation to which loss or damage is claimed. Our liability under this clause shall be in lieu of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the goods and save as provided. In this clause we shall not be under any liability, whether in contract, tort, breach of statutory duty or otherwise in respect of defects in goods delivered or for any injury (other than death or personal injury caused by our negligence as defined in the Unfair Contract Terms Act, 1977) damage or loss resulting from such defect or from any information, service or advice rendered by us or our employees or agents.
Return of goods for inspection when warranty repair or replacement is claimed shall be at the buyers expense unless otherwise agreed in writing.

8 RETURN OF GOODS

8.1 The buyer must contact the seller to discuss a return prior to despatching the goods. A copy of the original delivery note must be attached to the package to ensure the return can be speedily processed. We cannot accept responsibility for loss or damage to goods being returned to us unless we arranged collection. If the return is as a result of a mistake of the seller there is no charge to the buyer for the return. Where Goods are returned for any reason other than set out in Clause 7.1 or 10.1 , the seller reserves the right to make a charge against the buyer of a percentage of the invoiced value of the goods as a contribution towards the costs incurred by the Seller for inspection, packaging, delivery and administration. Return delivery charges shall be at the cost of the Purchaser, unless agreed in advance. Acceptance of return of goods is discretionary to the seller and decided on a case by case basis.

8.2 The Purchaser is responsible for ensuring that goods returned to the Seller are in a good condition.

9 RISK AND TITLE OF GOODS

9.1 The risk in the Goods shall pass;

(a) on orders for delivery within the United Kingdom , upon delivery to the Purchaser or upon Installation if this has been expressly agreed in writing.

(b) on orders for delivery Outside the United Kingdom, upon delivery FOB to the port notified by the Purchaser or under FCA terms at point of handover to purchasers agent, otherwise as per current Incoterms, dependant upon the terms agreed prior to shipment.

9.2 Notwithstanding delivery and the passing of risk in the Goods, or any other Provision of these Conditions, the property in the Goods will not pass to the Purchaser until the Seller has received full cash or cleared fund payment for the goods and any associated charges.

10 CANCELLATION

10.1 No purchase order which has been accepted by the Seller can be cancelled by the Purchaser without the agreement of the Seller and only then providing the Purchaser indemnifies the Seller against all losses suffered as a result of the cancellation.

10.2 Orders may not be cancelled without our prior written agreement and may be subject to a cancellation charge. Standing orders must be cancelled in writing at least 8 weeks prior to what becomes the next shipment date.

10.3 Cancellations of service clinics away from our premises may incur a cancellation charge equivalent to costs incurred by ourselves. Any such cancellation must be made in writing at least four weeks prior to scheduled commencement of work

11. LIABILITY

Biohit’ liability for any loss or damage suffered by you and arising by way of defects in the goods or otherwise howsoever shall be limited to the invoice price of the goods in respect of or in relation to which loss or damage is claimed. Our liability under this clause shall be in lieu of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the goods and save as provided. In this clause we shall not be under any liability, whether in contract, tort, breach of statutory duty or otherwise in respect of defects in goods delivered or for any injury (other than death or personal injury caused by our negligence as defined in the Unfair Contract Terms Act, 1977) damage or loss resulting from such defect or from any information, service or advice rendered by us or our employees or agents.