Terms and Conditions
1 This Site
This website (our "Site") is operated by Pentland Medical Ltd. ("we", "our", "us"). Our address is 157 Broomhall Crescent, Edinburgh, EH12 7PJ. Our VAT registration number is GB775071812.
2 Our Terms
2.1 These terms (our "Product Supply Terms") set out how you may buy goods from us, what we will supply to you, what we won't do, and what you are obliged to do in relation to the purchase of those goods. They also set out certain rights you have under law, if you are purchasing our goods as a consumer rather than as part of your business.
2.2 If you are buying goods as part of a business, then our Business Terms set out at the link at the bottom of this page (our "Business Terms") shall also apply, and shall form part of these Product Supply Terms. In an event of a conflict between our Business Terms and these Product Supply Terms, our Business Terms shall take precedence.
2.3 For the purposes of our Product Supply Terms, our Site include the websites linked to the following domain names and all associated webpages:
https://www.pentlandmedical.co.uk/
2.4 You should read these Product Supply Terms carefully before seeking to buy goods from us, as they create binding legal obligations upon you. If you do not understand any part of them please let us know using the contact details set out below. If you do not agree with or accept any of these Product Supply Terms, you should not seek to buy goods from us. Please note that we may update our Product Supply Terms from time to time, so if you revisit our Site at a later date you should check the Product Supply Terms again at that time to make sure you have seen the current version.
2.5 If you have any questions about our Site or these Product Supply Terms (or our Business Terms), including if you don't understand any part of these documents, please contact us:
2.5.1 by e-mail at mail@pentlandmedical.co.uk;
2.5.2 by telephone at +44 (0) 131 467 5764;
2.5.3 by fax at +44 (0) 131 476 1574; or
2.5.4 by post at 48 Craighall Road, Edinburgh, EH6 4RU, United Kingdom.
2.6 We will endeavor to respond to you promptly. Please note that our email and telephone facilities are monitored only during the hours of 1000 to 1600 Monday to Friday (excluding public and bank holidays in Scotland).
2.7 Please also note that we may keep a record of correspondence to enable us to properly manage our Site, to deal with your query, and for quality and training purposes.
3 Personal Data
Purchasing goods from us requires us and third parties to process your personal data. Each of us has various rights and obligations in relation to your personal data. Please see our privacy policy at the link at the bottom of this page (our "Privacy Policy") for further information on how we use your personal data.
4 Introduction
4.1 If you buy goods on our Site you agree to be legally bound by these Product Supply Terms.
4.2 These Product Supply Terms are available only in English. No other languages will apply to these Product Supply Terms.
4.3 When buying any goods you also agree to be legally bound by:
4.3.1 our terms of use located at the link at the bottom of this page (our "Terms");
4.3.2 our privacy policy located at the link at the bottom of this page (our "Privacy Policy");
4.3.3 our cookie policy located at the link at the bottom of this page (our "Cookie Policy"); and
4.3.4 if you are purchasing goods from us as part of your business, our Business Terms located at the link at the bottom of this page.
All of the above documents form part of this contract as though set out in full here.
5 Contracts with Us
5.1 Below, we set out how a legally binding contract is made between you and us.
5.2 You place an order for goods from us on our Site by completing our purchase process for goods.
5.3 When you press the button "Complete Order" you make an offer to us to purchase goods from us. We may accept or decline your order. Once your order has been placed, you will receive a message which says "We have received your order". This does not mean a contract has been concluded between you and us. It only means we have received your order.
5.4 Please read and check your order carefully before submitting it. However, if you need to correct any errors you can do so before submitting it to us. Please use the option upon our Site, rather than the back button on your browser, to move back in your order process and correct errors.
5.5 Following the placing of your order, we may contact you to say that we do not accept your order. This is generally for the following reasons:
5.5.1 the goods are unavailable;
5.5.2 we cannot authorise your payment;
5.5.3 you are not allowed to buy the goods from us;
5.5.4 we are not allowed to sell the goods to you;
5.5.5 you have ordered too many goods; or
5.5.6 there has been a mistake on the pricing or description of the goods.
5.6 We only accept your order when we email you our shipping confirmation. At this point a legally binding contract will be in place between you and us for the supply of the goods set out in that confirmation. The basis for that contract shall be these Product Supply Terms.
5.7 If you are under the age of 18 you may not buy any goods from our Site.
6 Delivery
6.1 We use various service providers to deliver our goods. If you want to see your delivery options, please check the information set out upon our Site before you place your order.
6.2 The estimated date for delivery of goods to you will be as set out in our shipping confirmation.
6.3 If something happens which:
6.3.1 is outside of our control; and
6.3.2 affects the estimated date of delivery;
we will let you have a revised estimated date for delivery of the goods.
6.4 Delivery of the goods will take place when we deliver the goods to the address that you gave or they are collected by you from a drop off point specified by our delivery provider.
6.5 Our delivery provider may not be able to make available the goods to you if they are unable to properly identify you. Please ensure that you are able to provide our provider with a form of photographic ID.
6.6 We will endeavor to set a delivery date which is within thirty (30) days of your order.
6.7 If nobody is available to take delivery, please contact us using the contact details at the top of this page.
6.8 Please note that in such circumstances our delivery provider may retain the goods and provide you with various options for redelivery or collection.
6.9 You are responsible for the goods supplied to you when delivery has taken place. In other words, the risk in the goods passes to you when you take possession of the goods.
6.10 Where you order multiple products from us, we may deliver your goods in instalments. Each instalment shall be the subject of a separate contract, on the terms of these Product Supply Terms.
7 Payment
7.1 The price for our goods and the amount of delivery charges you agree to pay will be set out in our order process, just before you submit your order. Further information upon the price of our goods and our delivery charges is set out upon our Site. While we try to make sure that our Site is accurate and up-to-date, we cannot promise that it will be. As such, please ensure you check your order before submitting it.
7.2 We accept the following credit cards and debit cards: Mastercard, Visa, American Express. We do not accept cash.
7.3 Communication via the Internet is not secure. While we try to make sure that the Site is secure, we cannot guarantee the security of any information that you supply to us and therefore we cannot guarantee that it will be remain confidential, for example during its transmission to us. Please note that we use third party payment service providers to allow the purchase of goods from us. These services are PCI DSS compliant (see http://www.pcisecuritystandards.org), and we do not have access to your payment information. In the absence of negligence on our part, any failure by us to comply with these Product Supply Terms, our Cookie Policy or our Privacy Policy or breach by us of our duties under applicable laws we will not be legally responsible to you for any loss that you may suffer if a third party gains unauthorised access to any information that you submit to us or our payment service provider.
7.4 Your credit card or debit card may be charged at any time after you submit your order. Please ensure you have sufficient funds to meet any payment due to us. If your payment is declined, or if your payment is subsequently reversed or charged back, you remain liable to pay us the price for the goods. You shall also be liable to us for any additional costs and expenses we incur, such as charges levied by our payment service providers or our costs of recovering debts from you.
7.5 All payments by credit card or debit card need to be authorised by the relevant card issuer. Extra steps such as the following may also apply.
Verified by Visa (see https://www.visaeurope.com/making-payments/verified-by-visa/)
Mastercard®SecureCodeTM (see https://www.mastercard.co.uk/en-gb/consumers/features-benefits/securecode.html)
American Express SafeKey (see https://www.americanexpress.com/uk/benefits/service-security/safety-fraud/how-amex-protects-you/safekey/)
7.6 Until you have paid us in full for goods we supply to you, you must keep the goods in your possession, take reasonable care of them and not open or use them. If you do not pay for goods, you must return them to us if required by us. If you do not return any goods (such as where you have not paid for them) we may, although we don't have to, collect the goods from you at your expense. We will try to contact you to let you know if we intend to do this.
7.7 Nothing in this clause affects your legal rights as a consumer, as set out below.
7.8 The price of the goods:
7.8.1 is in pounds sterling (£)(GBP);
7.8.2 includes VAT at the applicable rate; and
7.8.3 does not include the cost of delivering the goods, which will be set out separately during our online order process.
8 Nature of the goods
8.1 The goods that we provide to you shall be:
8.1.1 of satisfactory quality;
8.1.2 fit for purpose; and
8.1.3 match the description of them set out upon this Site.
8.2 Please note that the packaging of our goods may be different from that shown on the Site. While we try to make sure that the appearance of our goods matches that on our Site, there may be small differences between what you receive and what is displayed on our Site. All sizes, volumes, content and capacities set out on Our Site have a small tolerance. The size of this tolerance is set by reference to applicable law.
8.3 If you have a problem or an issue with a good we have sold, or if the good appears to be faulty, and particularly if you think that the good or a defect in it has resulted in injury or death, has assisted or resulted in the spread of illness or disease, or has not provided the level of protection that you expected, please let us know immediately giving full details of the matter using the contact means set out above.
9 End of the contract
If this contract is ended it will not affect our right to receive any money which you owe to us under this contract.
10 The Limits of our Liability
10.1 Except for any legal responsibility that we cannot exclude in law (such as for death or personal injury), we are not legally responsible for any losses that were not foreseeable when you accessed our Site, or that were not caused by any breach of these Product Supply Terms or any duty on our part. We exclude to the fullest extent permitted by law, any and all express and implied warranties and guarantees.
10.2 What we say we will do, and what say we won't do, or what we will guarantee and what we don't guarantee, and what we recommend or require you to do, in these Product Supply Terms and the other documents they reference, is therefore very important. Please read these documents carefully and let us know if you don't understand any point.
10.3 The goods we supply must be used for the purposes they are intended, as set out upon our Site. If they are used for any other purpose, we shall not be liable to you for any loss, cost, expense, or damage arising as a result of that use.
10.4 You must use and store the goods we supply in accordance with their instructions. If you do not, we shall not be liable for any defect that arises in those goods.
10.5 We shall have no liability to you for any breach of these Terms caused by any event or circumstance beyond our reasonable control including, but not limited to, strikes, lock-outs or other industrial disputes; breakdown of systems or network access; compliance with governmental order or guidance; outbreak or spread of disease; or flood, fire, explosion or accident.
10.6 Further, no one other than a party to these Product Supply Terms has any right to enforce any of these Terms.
11 Variation
These Product Supply Terms are dated 3 April 2020. No changes to these Product Supply Terms are valid or have any effect unless agreed by us in writing. We reserve the right to vary these Product Supply Terms from time to time.
12 Disputes
12.1 We will try to resolve any disputes with you quickly and efficiently.
12.2 If you are unhappy with us please contact us as soon as possible.
12.3 If you and us cannot resolve a dispute using our complaint handling procedure, we will:
12.3.1 let you know that we cannot settle the dispute with you; and
12.3.2 if you are a consumer, you may also use the online dispute resolution (ODR) platform at http://webgate.ec.europa.eu/odr/ to resolve the dispute with us.
12.4 If you want to take court proceedings, the relevant courts of the United Kingdom or the republic of Ireland will have non-exclusive jurisdiction in relation to these Product Supply Terms, and relevant United Kingdom / Republic of Ireland law will apply to these Product Supply Terms.
13 Consumer Terms
13.1 You can purchase goods from us either as a consumer, which means not as part of your business, trade or profession, or as a business, for example to use as part of a company event. If you purchase goods as a consumer then you have certain additional rights.
13.2 By law, as a consumer we must give you certain key information before a legally binding contract between you and us is made. If you want to see this key information, please visit our key information page, located at the link set out at the bottom of this page, or contact us using the contact details at the top of this page. The key information we give you by law forms part of this contract (as though it is set out in full here). If we have to change any key information once a legally binding contract between you and us is made, we can only do this if you agree to it.
14 Right to cancel this contract
14.1 If you are buying goods from us as a consumer, you have the right to cancel this contract within fourteen (14) days without giving any reason.
14.2 The cancellation period will expire after 14 days from the day that we send you confirmation that your order has been accepted.
14.3 To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement (for example a letter sent by post, a fax or an email). You can use the model cancellation form set out in the box below, but it is not obligatory. You should send it to us using the means of contact set out in these Product Supply Terms.
| Cancellation form |
|---|
| To Pentland Medical Ltd. of 157 Broomhall Crescent, Edinburgh, EH12 7PJ, email address mail@pentlandmedical.co.uk: I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods: Ordered on [*]/received on [*], Name of consumer(s), Address of consumer(s), Signature of consumer(s) (only if this form is notified on paper), Date [*] Delete as appropriate |
14.4 To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired. We advise that you retain some evidence of your dispatch of the communication, for example a copy of your email or proof of postage.
14.5 Please note that you do not have the right to return any goods that have become unsealed or have been opened following delivery.
14.6 If you cancel this contract under this section, we will reimburse to you all payments received from you, including the costs of delivery (except for the supplementary costs arising if you chose a type of delivery other than the least expensive type of standard delivery offered by us).
14.7 We may make a deduction from the reimbursement for loss in value of any goods supplied, if the loss is the result of unnecessary handling by you, for example damage to packaging.
14.8 We will make the reimbursement without undue delay, and not later than fourteen (14) days after the day we received back from you any goods supplied; or (if earlier) 14 days after the day you provide evidence that you have returned the goods.
14.9 We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
14.10 If you have received goods and you wish to exercise you right to cancel:
14.10.1 you must send back the goods or hand them over to us at the address above, without undue delay and in any event not later than fourteen (14) days from the day on which you communicate your cancellation of this contract to us;
14.10.2 please send to us the goods securely packed, to ensure that they are not damaged in transit. If they are damaged you may be liable to pay us the full price for those goods.
1 This Site
This website (our "Site") is operated by Pentland Medical Ltd. ("we", "our", "us"). Our address is 157 Broomhall Crescent, Edinburgh, EH12 7PJ. Our VAT registration number is GB775071812.
2 Definitions
2.1 In these Terms certain words have defined meanings. These are:
"Content" which means any text, images, video, audio or other content or material, software or other information featured on, forming part of, or submitted by you to, the Site;
"Unwanted Submission" means any information you may want to submit to us being an advertising or marketing suggestion, product idea, business idea, or anything that you regard as confidential, commercially sensitive or valuable; and
"Product Supply Terms" means the terms and conditions which apply to you ordering goods using the Site, set out at the links at the bottom of this page.
3 Our Terms
3.1 These terms of use (our "Terms") explain how you may use our Site. The Site include the websites linked to the following domain names and all associated webpages:
https://www.pentlandmedical.co.uk/
3.2 You should read these Terms carefully before using our Site, as they create binding legal obligations upon you. If you do not understand any part of them please let us know using the contact details set out below. By accessing or using our Site, or any part of it, you agree to be bound by these Terms. If you do not agree with or accept any of these Terms, you should stop using the Site immediately. Please note that we may update our Terms from time to time, so if you revisit our Site at a later date you should check the Terms again at that time to make sure you have seen the current version.
3.3 If you have any questions about our Site or these Terms, including if you don't understand any part of these Terms, please contact us:
3.3.1 by e-mail at mail@pentlandmedical.co.uk;
3.3.1 by telephone at +44 (0) 131 467 5764;
3.3.1 by fax at +44 (0) 131 476 1574; or
3.3.1 by post at 48 Craighall Road, Edinburgh, EH6 4RU, United Kingdom.
3.4 We will endeavor to respond to you promptly. Please note that our email and telephone facilities are monitored only during the hours of 1000 to 1600 Monday to Friday (excluding public and bank holidays in Scotland).
3.5 Please also note that we may keep a record of correspondence to enable us to properly manage our Site, to deal with your query, and for quality and training purposes.
4 Personal Data
Each of us has various rights and obligations in relation to your personal data. Please see our privacy policy at the link at the bottom of this page (our "Privacy Policy") for further information on how we use your personal data.
5 Using Our Site
5.1 Our Site is open to persons over eighteen (18) years old and who are resident in the UK or the Republic of Ireland only. If you are under eighteen (18) or not resident in the UK or Republic of Ireland, please leave our Site immediately. If you continue to access the Site from locations outside the UK or Republic of Ireland, you are responsible for compliance with local laws which relate to your accessing this Site, and to the purchase of goods through our Site. We make no guarantee that our Site or the goods supplied through it comply with any laws other than United Kingdom laws.
5.2 Our Site is a place where you can find out information about the goods we sell. It also allows you to buy goods from us. The sale of goods by us is subject also to our Product Supply Terms, available at the link at the bottom of this page. Please check these Terms and our Product Supply Terms carefully before you buy goods from us, as they set out how we will supply goods to you, and various other terms relating to our goods.
5.3 You agree that you are solely responsible for all costs and expenses you may incur in relation to your accessing of and use of the Site.
5.4 Whilst we will try to make sure our Site is available and functions properly at all times, we do not guarantee that our Site will be available all the time, or at any particular time, that our Site will function properly, or that any functionality upon our Site will be available at all, or any, times. Further, we may suspend or terminate operation of the Site at any time as we see fit. If you need to buy goods from us by a particular time, please do this as far in advance of this time -as possible, in case our Site is unavailable at the time you need to access it.
5.5 While we try to make sure that our Site is accurate and up-to-date, we cannot promise that it will be. Furthermore, we cannot promise that the Site will be fit or suitable for any purpose. Our Content is provided for your general information purposes only and to inform you about us and our products and news, features, services and other websites that may be of interest. Our Content is not intended to be specific to your own personal circumstances. It does not constitute medical, healthcare, technical, financial or legal advice or any other type of advice and should not be relied on as advice. Any reliance that you may place on the information on this Site is at your own risk. In relation to your own circumstances, and the applicability of our Content, you should seek advice from a properly qualified professional, such as (as applicable) your doctor, lawyer, accountant or financial advisor.
5.6 Where the Site allows you to login you must keep your password and other account details confidential. Please let us know immediately in the case that you suspect or know your password or other details have become known to any other person. If you give your login details to any person, you are liable for any use they make of our Site via that login.
5.7 We seek to make the Site as accessible as possible. If you have any difficulties using the Site, please contact us at using the details set out in section 3.3 and/or use the website accessibility tools described at:
https://www.microsoft.com/en-gb/accessibility/windows
https://www.apple.com/uk/accessibility/mac/
https://www.apple.com/uk/accessibility/iphone/
https://www.apple.com/uk/accessibility/ipad/
5.8 We may prevent or suspend your access to the Site if you do not comply, or we suspect you have not complied, with any part of these Terms, our Product Supply Terms or any applicable law. This shall be without prejudice to our other rights and remedies in respect of such breach. Please note that we have the ability to trace your IP address and if necessary contact your internet service provider in the event of a suspected breach of these Terms or our Product Supply Terms.
5.9 If your failure to comply may endanger the rights, property or interests of any other person, or we suspect that may be the case, we may disclose your details and any other relevant information we hold about you, to help prevent any damage being suffered.
6 Restrictions on Misuse
6.1 The Site may contain interactive services, including but not limited to discussion groups, news groups, bulletin boards, chat rooms, blogs and other social networking features which may allow you to post, transmit or submit information. We may or may not actively monitor the information submitted via these services. As such, whilst these Terms place restrictions upon what visitors to our Site can post, you may still from time to time be exposed to content upon these services that is inaccurate, fraudulent or deceptive, or that you find offensive or objectionable, and is not endorsed by us.
6.2 You should not post any information upon these services from which you can be identified, as this may cause you risk, for example in relation to the receipt of unsolicited correspondence or identity impersonation.
6.3 We may remove any of the information upon these services, or restrict your ability to use these services, as we see fit. Your use of these services is at your own risk.
6.4 You must not misuse our Site. The following are examples of misuse:
6.4.1 using the Site for any improper, unlawful, or immoral purpose,
6.4.2 causing nuisance through your use of the Site or causing the operation of the Site to be jeopardised or impaired;
6.4.3 using the Site to create, host, or transmit any defamatory, offensive, or obscene material, or engaging in activities which would cause offence to others on grounds of race, religion, sexual orientation or otherwise;
6.4.4 using the Site to harm or attempt to harm other people (including children) in any way;
6.4.5 using the Site to create, host, or transmit any material that threatens or encourages bodily harm or the destruction of property, or would constitute a criminal offence or give rise to civil liability;
6.4.6 using the Site to create, host, or transmit material which infringes the copyright, trademark, patent, trade secret, privacy, right of publicity, or other intellectual property or rights of any other party;
6.4.7 using the Site to create, host, or transmit unsolicited advertising material to other users;
6.4.8 using the Site to create, host, or transmit any material that harasses another person;
6.4.9 using the Site to make false, misleading, deceptive, or fraudulent offers to sell or buy products, items, or services, or to send chain letters or pyramid schemes or the like;
6.4.10 using the Site to access, or to attempt to access, the accounts of others or to penetrate or attempt to penetrate or breach anyone's security measures, computer software, hardware, electronic communication systems, or telecommunications systems;
6.4.11 using the Site to collect, or attempt to collect, personal information about third parties without their knowledge or consent, or to engage in “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other data;
6.4.12 using the Site for any activity which adversely affects the ability of other people or systems to use the services or the internet generally, including, without limitation, flooding and hacking; or
6.4.13 impersonating any person or entity or using a false name that you are not authorised to use.
7 Intellectual Property
7.1 When you submit Content to our Site you grant us the right to use that Content in connection with our business. This includes storing that Content, and making that Content available via our Site. We may permit other people to do this on our behalf. These rights shall be free (you won't be able to charge us for these rights) and irrevocable, and shall exist perpetually. You agree that we do not have to identify you as the author of that material, and that you shall have no right to object to our treatment of that material. This does not affect your rights under laws relating to personal data. However, where any personal data is contained in that Content, you consent, and must have any other identified person's consent, to submit that Content to us and to allow us to use that Content as mentioned above. If we require, you must provide us with details of that consent.
7.2 This Site and all intellectual property in, and all intellectual property relating to the goods for sale through it, it is owned by us, and or licensors and/or suppliers (as applicable). Intellectual property includes the copyright in our Site, our trade marks and domain names, and those of other people, design rights, for example in our user interfaces, database rights, design and patent rights relating to those goods, trade marks upon or relating to those goods, and all other intellectual property or rights of any kind, and whether or not they are registered or unregistered, even if it were possible to register them (and we have not progressed any such registration).
7.3 We and our licensors reserve all of our and their rights. This means, for example, that we (and they) remain owners of their intellectual property and remain free to use them as we (and they) see fit.
7.4 You have the right to access and use our Site, to find out information about us and our goods, to buy goods from us, and to use those, but subject always to these Terms and our Product Supply Terms. Nothing in these Terms, or Product Supply Terms, or otherwise grants you any other right, title or interest in or to the Site or the goods for sale through it.
7.5 Where software is made available through our Site, or by us through any platform such as the Apple App Store or Google Play, please note that your download, installation and use of this software shall be subject to additional terms and conditions, which will be brought to your attention when accessing that software. Where we link to our social media sites, such as Facebook, Twitter and Instagram, please note that these sites have their own terms of use, which you should read and abide by.
7.6 Please note that the following are trade marks owned by us or our licensors:
Pentland Medical
Innovel
Virimask
7.7 If you think any part of our Site, or anything available through our Site, infringes your rights, please contact us using the details set out above. When contacting us please provide:
7.7.1 your address, telephone number, and email address;
7.7.2 description of the rights that you claim have been infringed;
7.7.3 a description of the alleged infringing activity;
7.7.4 a statement by you that you have a good faith belief that infringing activity is not authorised by you, the rights owner, its agent, or the law; and
7.7.5 a statement by you, made under penalty of perjury, that the information is accurate and that you are the rights owner or authorised to act on the rights owner's behalf.
8 Security
8.1 We may apply security measures and certain restrictions to our Site. You agree not to tamper with or try to circumvent, avoid or negate such security measures or restrictions, or ask or help any other person to do so, including by the submission of false information, or using means which obscure the identity of the devices or persons visiting our Site, such as using VPN services or the TOR browsers.
8.2 Our Site contains important notices (including intellectual property notices) including that contained in any digital rights or other security technology embedded or contained within the Site. You must not tamper with or remove any of these notices, including in any printout of our Site.
8.3 Communication via the Internet is not secure. While we try to make sure that the Site is secure, we cannot guarantee the security of any information that you supply to us and therefore we cannot guarantee that it will be remain confidential, for example during its transmission to us. Please note that we use third party payment services to allow the purchase of goods from us. These services are PCI DSS compliant (see http://www.pcisecuritystandards.org), and we do not have access to your payment information.
8.4 In particular, and for that reason, you should not let us have any Unwanted Submissions. While we value your feedback, you agree not to submit any Unwanted Submissions. If you do make any Unwanted Submissions we may use those as we see fit on a free of charge basis.
8.5 Further, we recommend that you have in place up to date antivirus and personal firewall software when accessing and using our Site.
9 Consumer Rights
9.1 You have certain legal rights when using the Site on a personal basis, as a consumer. These are also known as ‘statutory rights’ as they are derived from laws such as the Consumer Rights Act 2015.
9.2 Where you are buying goods from us, a summary of your key rights is referenced within our Product Supply Terms.
10 Third Party Sites
The Site may contain hyperlinks or references to third party websites other than the Site. Any such hyperlinks or references are provided for your convenience only. We do not operate these third party websites and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party website does not mean that we endorse that third party's website, products or services. Your use of a third party site will be governed by the terms and conditions of that third party site, not these Terms.
11 The Limits of our Liability
11.1 Except for any legal responsibility that we cannot exclude in law (such as for death or personal injury), we are not legally responsible for any losses that were not foreseeable when you accessed our Site, or that were not caused by any breach of these Terms or any duty on our part. Our Site is provided “as is,” and your use is at your own risk. We exclude to the fullest extent permitted by law, any and all express and implied warranties and guarantees.
11.2 What we will supply to you, and what say we won't do, what we and will not guarantee, and what we recommend or require you to do, in these Terms and our Product Supply Terms, is therefore very important. Please read these documents carefully and let us know if you don't understand any point.
11.3 We shall have no liability to you for any breach of these Terms caused by any event or circumstance beyond our reasonable control including, but not limited to, strikes, lock-outs or other industrial disputes; breakdown of systems or network access; compliance with governmental order or guidance; outbreak or spread of disease; or flood, fire, explosion or accident.
11.4 Further, no one other than a party to these Terms has any right to enforce any of these Terms.
12 Variation
These Terms are dated 3 April 2020. No changes to these Terms are valid or have any effect unless agreed by us in writing. We reserve the right to vary these Terms from time to time.
13 Disputes
13.1 We will try to resolve any disputes with you quickly and efficiently.
13.2 If you are unhappy with us please contact us as soon as possible.
13.3 If you and we cannot resolve a dispute using our complaint handling procedure, we will:
13.3.1 let you know that we cannot settle the dispute with you;
13.3.2 if you are a consumer, you may also use the online dispute resolution (ODR) platform at https://ec.europa.eu/consumers/odr/main to resolve the dispute with us.
13.4 If you want to take court proceedings, the relevant courts of the United Kingdom or the Republic of Ireland will have non-exclusive jurisdiction in relation to these Terms, and relevant United Kingdom / Republic of Ireland law will apply to these Terms.
Key information
This website (our "Site") is operated by Pentland Medical Ltd. ("we", "our", "us"). Our address is 157 Broomhall Crescent, Edinburgh, EH12 7PJ. Our VAT registration number is GB775071812.
The products we supply consist of personal protective equipment (facemasks). They are for protection against inhalation of particulate matter. Our products are available in the UK and the Republic of Ireland only.
You may contact us in relation to any matter, including with any complaints:
by e-mail at mail@pentlandmedical.co.uk;
by telephone at +44 (0) 131 467 5764;
by fax at +44 (0) 131 476 1574; or
by post at 48 Craighall Road, Edinburgh, EH6 4RU, United Kingdom.
We will endeavor to respond to you promptly. Please note that our email and telephone facilities are monitored only during the hours of 1000 to 1600 Monday to Friday (excluding public and bank holidays in Scotland).
If you have a problem or an issue with a good we have sold, or if the good appears to be faulty, and particularly if you think that the good or a defect in it has resulted in injury or death, has assisted or resulted in the spread of illness or disease, or has not provided the level of protection that you expected, please let us know immediately giving full details of the matter using the contact means set out above.
When you receive our products you must read and follow the instructions which accompany them. If you do not follow the instructions the products may not work properly, and you may expose yourself to risk. The products are not supplied in sterile packaging, so you must store them safely and away from areas where they may attract particulate matter onto their surfaces. Please do not use any products after any expiry dates indicated upon their packaging. Please also exercise care when removing or putting on products, as particulate matter upon your hands or other surfaces can transfer to the products, rendering the products insufficient to protect you against that particulate matter.
When you order products from us we will confirm to you the total price you must pay to us for these products, along with any delivery charges and other costs, inclusive of all taxes. Our arrangements for payment and delivery are set out in our Product Supply Terms and Business Terms, available at the links at the bottom of this page.
If you are buying products from us as a consumer you have a right to cancel your contract with us. Please our Product Supply Terms, available at the link at the bottom of this page. Please note that you cannot cancel any contract where you have received and opened our products. Please also note the requirements regarding return of products to us set out in that section.
Our Product Supply Terms and Business Terms (available here available at the links at the bottom of this page) set out what we will supply to you. We are under a legal duty to adhere to these terms.
The products that we supply are also regulated under medical devices and personal protective equipment regulations. Where products are available on pre-order, they are in the process of certification under these regulations.
The certification details relating to the products we sell, once completed, shall be set out below:
| Product | Certification details |
|---|---|
| Virimask | When available, certified as a class 1 non sterile medical device under the Medical Devices Directive. For a copy of the EC declaration of conformity please contact us using the details set out above. |
| Virimask | When available, the process of certification of the product as class 3 PPE under the PPE Regulations will have commenced but not completed. This section shall be updated when completed. The product has been placed on the market notwithstanding, pursuant to the temporary easement of regulations enacted by the UK government in April 2020. |
| Virimask | Further information on the regulatory status of Virimask is available on the virimask website at https://www.virimask.com/regulatory/. |
The products we sell are manufactured by the following manufacturers. We also set out below details of their authorised representatives in the EU.
| Product | Manufacturer | Authorised Representative |
|---|---|---|
| Virimask | ONEG HAKARMEL LTD - OHK MEDICAL DEVICES 4th Etgar St. Tirat Carmel. 3903215 Israel | MedNet EC-REP GmbH Borkstrasse 10 48163 Münster, Germany |
If you have any questions following your purchase of products from us please contact us using the details set out above.
The contract between you and us for the supply of products lasts from the date of our shipping confirmation to the date that we have delivered the products ordered to you.
In the case of certain orders, we may ask you for a deposit or payment to account, prior to accepting and fulfilling that order.
1 Interpretation
1.1 In these Conditions the following definitions shall apply:
“Buyer” means the person placing an Order with the Seller;
“Change Request” shall have the meaning set forth in clause 3.1;
“Conditions” means these Business Terms;
“Contract” means the contract for the purchase and the sale of Products consisting of these Conditions, along with the relevant Product Description and Order;
“Products” means the products supplied or to be supplied to the Buyer by the Seller;
“Intellectual Property” means all intellectual or industrial property or rights including, without limitation, patents, designs, copyright, trade marks, domain names, database rights, rights in and to confidential information and know-how (whether such rights are registered or capable of registration and including all applications and rights to apply for the aforesaid) and any rights analogous to the same subsisting anywhere in the world at any time whether now or in the future;
“Order” means an order placed by the Buyer with the Seller for the supply of Products whether in writing or otherwise, and “Ordered” shall be construed accordingly;
“Product Description” means a description of Products available for supply, as issued by the Seller; and
“Seller” means Pentland Medical Ltd., a company incorporated in Scotland with registration number SC223422, having its registered office at 157 Broomhall Crescent, Edinburgh, EH12 7PJ, United Kingdom.
1.2 person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a party includes its personal representatives, successors or permitted assignees.
1.4 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted and a reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.5 Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.6 A reference to writing or written includes faxes and e-mails.
2 Basis of the Contract
2.1 The Order constitutes an offer by the Buyer to purchase or otherwise acquire Products in accordance with these Conditions. An Order shall be deemed to be accepted when the Seller issues its acceptance of the Order or takes any action consistent with fulfilling the Order, at which point the Contract shall come into existence.
2.2 All Products sold or otherwise supplied to the Buyer are sold or otherwise supplied subject to these Conditions. These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate (whether referenced in the Order, contained in any correspondence between the parties, or otherwise), or which are implied by trade, custom, practice or course of dealing.
2.3 In the event of a conflict between the parts of the Contract the following order of precedence shall apply: these Conditions, the Product Description and the Order for Products listed in a Product Description.
2.4 No variation to the Contract shall be binding unless agreed in writing in a form executed by a director of the Seller. For the avoidance of doubt, no person other than a director of the Seller is authorised to vary the Contract, or enter into any additional obligations concerning or make any warranties, guarantees or representations concerning the Products.
2.5 In entering into the Contract the Buyer acknowledges that it does not rely on, and expressly waives any claim for breach of, any warranties, guarantees, conditions or representations which are not expressly set out in these Conditions.
2.6 Any typographical, clerical or other error or omission in any Product Description, sales literature, price list, acceptance, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2.7 All samples, drawings, descriptive matter, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract and this is not a sale by sample.
2.8 The Seller shall be under no obligation to accept any Order submitted by the Buyer.
2.9 The Buyer shall ensure the accuracy of any Order submitted by the Buyer (and shall be solely responsible and liable for any inaccuracy in any Order). The Seller shall be entitled to rely on any Order as correct without any obligation upon it or requirement made of it under the Contract or otherwise to verify the accuracy thereof.
3 Changes to the Contract
3.1 In the event that the Buyer wishes to make any changes to any aspect of the Contract, including but not limited to the volume or description of Products it must notify the Seller of such changes in writing (a “Change Request”).
3.2 On receipt of a Change Request the Seller will, within fourteen (14) days, notify the Buyer in writing as to whether it accepts the Change Request and if it is willing to accept the Change Request it will also notify the Buyer of the changes to the Contract (including any change to the price payable for the Products) required. The Buyer must then notify the Seller whether it wishes to proceed with the Change Request within a period of three (3) days of the Seller’s notification. Whilst any Change Request remains undetermined the Seller may suspend the supply of any Products. If the Buyer proceeds with a Change Request it shall notify the
3.3 Seller accordingly and the Contract shall be deemed duly amended as of that date.
The Seller shall be under no obligation to accept any Change Request.
4 Information
The Buyer shall on request and without delay provide all necessary information as required by the Seller to enable the Seller to perform the Contract in accordance with its terms, to enjoy the rights provided to it hereunder and to receive the proper benefit of the Contract. The Buyer warrants that any information provided to the Seller by it (or on its behalf) shall be correct and accurate, and that the Seller shall be entitled to rely thereon without any obligation upon it or requirement made of it under the Contract or otherwise to verify the accuracy thereof.
5 Price of the Products
5.1 The price of the Products shall be as set out in the Product Description, or where the Product Description does not set a price, as notified by the Buyer to Seller prior to the entry into force of the Contract, or where there is no such notification, the price generally charged by the Seller for the Products at the date of entry into force of the Contract.
5.2 All Product Descriptions are valid for thirty (30) days from their date of issue, unless set out otherwise within the Product Description, or withdrawn prior to the expiry of any such period period by the Seller.
5.3 The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Products to reflect any increase in the cost to the Seller of acquiring and/or supplying the Products which is due to any factor beyond the control of the Seller. The Buyer agrees and undertakes to pay any increased price notified to it.
5.4 The price is exclusive of any costs and expenses relating to carriage of the Products to the Delivery Location, costs and expenses relating to any insurance of the Products whilst in transit, and any applicable value added tax or similar sales tax or duty, tariffs or duties, which the Buyer shall be additionally liable to pay to the Seller at the time it becomes liable to pay the price.
6 Terms of Payment
6.1 Subject to 6.3, and unless agreed otherwise in writing in a form executed by a director of the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Products (and any sums due under clause 5.4 in relation to the supply of those Products) at any time after conclusion of the Contract.
6.2 The Seller shall be entitled to invoice the Buyer for any other sum due hereunder on or following the date that the obligation to pay such sum arose.
6.3 The Seller shall be entitled to require payment in full of the price (and any sums due under clause 5.4 in relation to the supply of those Products) when an Order is given for Products or otherwise in advance of delivery of any Products, and shall be entitled to issue an invoice to the Buyer for those sums at that point in time.
6.4 All invoices submitted by the Seller to the Buyer shall be paid by the Buyer within seven (7) days of their date, unless set out otherwise in that invoice.
6.5 In the event that the Seller has not issued an invoice for Products delivered, the Buyer shall notwithstanding pay the price for those Products (and any sums due under clause 5.4 in relation to the supply of those Products) to the Seller within thirty (30) days of the date of delivery.
6.6 All sums due to be paid by the Buyer to the Seller shall be paid by direct bank transfer to such bank account as the Seller may notify to the Buyer from time to time.
6.7 Payment of sums due under the Contract shall be of the essence of the Contract.
6.8 Receipts for sums paid by the Buyer to the Seller will not be issued unless requested, and then only if requested within the calendar month of the date of payment of the relevant sum.
6.9 If the Buyer fails to pay any sum by its due date, then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
6.9.1 cancel or suspend the performance of its obligations under the Contract or any other agreement between the Seller and the Buyer;
6.9.2 appropriate to satisfy (in whole or in part) payment of that sum any payment made by the Buyer to the Seller under any agreement between the Buyer and Seller as the Seller may think fit (notwithstanding any purported appropriation or allocation by the Buyer);
6.9.3 seek recovery of the sum unpaid by employing third parties to enforce the Seller’s claim; and/or
6.9.4 charge the Buyer interest at the statutory rate specified by the Late Payment of Commercial Debts (Interest) Act 1998 to the fullest extent applicable by law, such interest to run from the due date for payment until payment has been received by the Seller in full, whether before or after judgement with such interest being compounded quarterly.
6.10 The Buyer hereby indemnifies the Seller and shall keep the Seller indemnified at all times in respect of all loss, cost, expense, damage or other liability incurred by the Seller and arising in connection with the recovery of any overdue sum from the Buyer, including without limitation all and any professional and legal fees incurred by the Seller as a result of engaging third parties in relation to debt recovery services.
6.11 All payments payable to the Seller under the Contract shall become due immediately on its termination despite any other provision.
6.12 The Buyer shall pay all sums due under the Contract in full without any deduction whether by withholding, set-off, counterclaim, discount, abatement or otherwise.
6.13 No sum shall be deemed to have been received until the Seller has received cleared funds to the amount of that sum.
6.14 The Seller authorises the Buyer to take up references from credit reference agencies and similar persons in order to establish the ability of the Buyer to meet its obligations hereunder. In the event that any such references are not satisfactory to the Seller, the Seller may terminate the Contract without liability to the Buyer.
7 Delivery
7.1 On submission of an Order, the Buyer shall provide the Seller all information and assistance that is required (including by obtaining any necessary permissions) to enable the Seller to deliver the Products to the Buyer, including details of the location to which the Products are to be delivered (the “Delivery Location”).
7.2 Delivery of Products shall be complete upon their arrival at the Delivery Location.
7.3 If the Buyer fails to take actual possession of the Products upon their arrival at the Delivery Location the Products shall be deemed to have been delivered notwithstanding, and the Seller shall store the Products until the Buyer arranges to take, and actually takes, possession thereof, and the Buyer shall be liable to the Seller as a debt due for all costs and expenses incurred by the Seller directly or indirectly arising therefrom.
7.4 If the Buyer fails to take actual possession of any Products within a period of thirty (30) days of any deemed delivery the Seller may (but shall not be obliged to) dispose of the Products as it sees fit (including by way of resale to a third party). In the event that the Seller so disposes of the Products the Buyer shall remain bound to pay all sums due in respect of the Products (including the price of the Products) to the Seller, however the Seller shall within a reasonable period following receipt of the whole of such sums account and pay to the Buyer the amount actually received by the Seller for the disposal of the Products less any costs and expenses incurred by the Seller arising directly or indirectly from the failure of the Buyer to take actual possession of the Products (including any costs and expenses incurred by the Seller in relation to the disposal of the Products).
7.5 Any dates quoted for delivery of the Products are approximate only and the Seller shall not be liable for any delay in delivery of the Products howsoever caused. Time for delivery shall not be of the essence of the Contract.
7.6 The quantity of any consignment of Products as recorded upon dispatch to the Delivery Location shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
8 Instalments
8.1 Where Products Ordered are delivered in instalments the supply of each instalment shall constitute a separate contract on the terms of the Contract (with the amounts and sums due in respect of the Products deemed amended accordingly).
8.2 Any rights or remedies of the Buyer under or in respect of any one agreement with the Seller shall not provide any rights or remedies under or in respect of any other agreement with the Seller.
9 Acceptance
9.1 The Buyer undertakes to check all Products delivered within a period of three (3) days following delivery. If the Buyer does not notify the Seller of any defect relating to the Products within this period then the Buyer shall be deemed to have accepted the Products.
9.2 The Seller shall not be liable for any non-delivery of the Products (even if caused by the Seller’s negligence) unless the Buyer gives written notice to the Seller of the non-delivery within three (3) days of the date when the Products would in the ordinary course of events have been received, and then subject always to the other terms of these Conditions.
9.3 Where the Seller is liable for a defect in or non-delivery of any Products, the liability of the Seller shall be limited to at the Seller’s option either replacing the relevant Products within a reasonable time or refunding the sums paid for the relevant Products, but the Seller shall have no further liability to the Buyer.
9.4 If the Buyer cannot provide written evidence that a defective or non-delivered Product was purchased from the Seller, the Seller shall be under no obligation in respect of such Product.
10 Returns
10.1 The Buyer has no entitlement to return Products to the Seller, and the Seller accepts no liability to credit, either in part or in full, any Products returned by the Buyer against any sums due by the Buyer to the Seller, except as agreed in writing in a form executed by a director of the Seller.
10.2 In the event the Buyer returns Products to the Seller other than as so agreed, the Seller shall be entitled to return such Products to the Buyer and the Buyer shall be liable to pay to the Seller all costs and expenses incurred by the Seller in relation thereto as a debt due.
11 Cancellation and withdrawal of Orders
No Order given may be cancelled or withdrawn by the Buyer except with the agreement of the Seller in writing in a form duly executed by a director of the Seller, and subject to such terms as the Seller may determine, and further subject to the Buyer indemnifying the Seller in full against all loss, cost, expense and damage (including without limitation loss of profit, and costs of all labour and materials) arising as a result of such cancellation or withdrawal.
12 Risk and title
12.1 Risk in the Products shall passes to the Buyer on delivery of the Products.
12.2 Notwithstanding that risk in any Products has passed to the Buyer, title to (including all rights of ownership in) the Products (whether separate and identifiable or incorporated in or mixed with other Products) shall remain with and vested in the Seller (and shall not pass or be deemed to have passed to or vested in the Buyer) until payment in full and cleared funds has been received by the Seller:
for those Products;
12.2.2 for any other goods and/or services supplied by the Seller whether under this or any other agreement; and
12.2.3 of any other sums due from the Buyer to the Seller, or from any person or entity affiliated or connected with the Buyer to the Seller.
12.3 Until title to the Products passes to the Buyer, the Buyer shall:
12.3.1 hold the Products in trust on behalf and for the benefit of the Seller;
12.3.2 keep the Products separately and readily identifiable as the property of the Seller;
12.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Products; and
12.3.4 maintain such Products in satisfactory condition and insure such Products and keep them insured on the Seller’s behalf for their full replacement value against all risks with an insurer that is reasonably acceptable to the Seller (and upon request from the Seller provide written evidence of such insurances having been obtained).
12.4 Any resale by the Buyer of Products in which title has not passed to the Buyer shall as between the Seller and the Buyer only be made by the Buyer as agent for the Seller, on such terms as are approved by the Seller, and without prejudice to the Seller’s other rights, the Seller shall be entitled to all sums received or receivable in relation thereto (and that the Buyer shall procure that all such sums are upon demand by the Seller remitted to the Seller).
12.5 At any time before title to (including all rights of ownership in) the Products passes to the Buyer (whether or not any payment to the Seller is then overdue and/or the Buyer is in breach of any obligation to the Seller) the Seller may (without prejudice to any other of its rights):
12.5.1 retake possession of all or any part of the Products and enter any premises for that purpose (or authorise others to do so), and the Buyer hereby irrevocably grants all licenses, authorisations, consents and permissions required to enable the exercise of such rights, and shall on demand by the Seller undertake, or procure that any third parties undertake, all such actions as may be required to enable the exercise of such rights and/or to confirm any matter which may be relevant to the exercise of such rights; and/or
12.5.2 require delivery up by the Buyer to the Seller of all or any part of the Products.
12.6 In the event that the Seller exercises its rights under clause 12.5 the Seller shall within a reasonable period thereafter refund to the Buyer any part of the price paid for the relevant Products less any sums due from the Buyer to the Seller under this or any other agreement between the Buyer and the Seller.
12.6 Until title to the Products passes to the Buyer, the Buyer shall at all times keep the Seller fully informed as to the location of the Products.
13 Intellectual Property
The Buyer acknowledges that it gains no right, title or interest in or to any Intellectual Property in and relating to the Products or the business of the Seller as a result of the Contract or otherwise.
14 Warranties and exclusions
14.1 Subject to the conditions set out below (including clause 9.2) the Seller warrants that the Products will correspond with the Product Description in all material respects at the time of delivery.
14.2 The warranties granted by the Seller hereunder are granted subject to the following conditions:
14.2.1 the Seller shall have liability in respect of any defect in any Product arising from fair wear and tear, wilful damage, negligence of any person other than the Seller, a failure to follow the Seller’s instructions (whether oral or in writing) relating to the Product, misuse of the Product, or alteration or repair of the Product without the Buyer having first obtained the Seller’s prior written approval therefor; and
14.2.2 in the event of an alleged breach of a warranty the Buyer shall as a condition precedent to the enforcement of its rights under that warranty be required to provide proof of purchase in respect of the relevant Product;
14.2.3 the Seller shall be under no liability under any warranty if the total price for the relevant Product has not been paid by the due date for payment.
14.3 Where Products are supplied on a trial basis, as samples or without charge, the Seller excludes to the maximum extent permitted by law all warranties, guarantees, conditions and representations relating to those Products. In such an event the Buyer acknowledges and agrees that it is solely responsible for evaluating the Products and ensuring that they are fit for any purpose to which they are put by the Buyer. The Buyer indemnifies and shall keep indemnified the Seller against any loss, cost, expense, damage, claim or other liability arising from the use of any such Products.
14.4 Any claim by the Buyer which is based on a breach of any warranty granted hereunder, shall be notified to the Seller within three (3) days from the date of delivery of the relevant Product or (where the breach was not apparent on reasonable inspection) within three (3) days of the date where such breach became apparent or should have reasonably been apparent to the Buyer. If the Buyer does not notify the Seller accordingly the Seller shall have no liability to the Buyer for the breach and the Buyer shall be bound to pay all sums due in respect the Products as if the Products comply with the Contract.
14.5 The Seller may satisfy all and any liability which arises as a result (directly or indirectly) of a breach of any warranty granted hereunder in the manner foreseen in clause 9.3.
14.6 Except as expressly set out in these Conditions, the Seller does not give any warranty, guarantee or representation that the Products will be fit for any purpose and it shall be for the Buyer to determine that such are fit for the Buyer’s purposes prior to placing an Order.
14.7 Except as set out in these Conditions, all warranties, guarantees, representations, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
15 Liability
15.1 This clause 15 sets out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of any breach of the Contract, any use or resale made by the Buyer of the Products or of any Product incorporating any of the Products, and any representation, statement or delictual or tortuous act or omission (including negligence) of the Seller arising under or in connection with the Contract.
15.2 Nothing in these Conditions limits or excludes the liability of the Seller for death or personal injury resulting from the Seller’s negligence, or for any loss incurred by the Buyer as a result of fraud or fraudulent misrepresentation by the Seller, or for any liability that, by law, cannot be limited or excluded as a matter of law.
15.3 Subject to clause 15.2 and in addition to the other limitations of liability of the Seller set down in these Conditions:
15.3.1 the Seller fully excludes all liability in respect of any Product where the Buyer does not use, store and otherwise deal with the Product strictly in accordance with the Seller's instructions and/or the Contract;
15.3.2 the Seller shall not be liable to the Buyer for any loss of profits, loss of business, loss or depletion of goodwill, loss of anticipated savings, loss of goods, loss of contract or custom, loss of use, loss of corruption of data or information, or any special, indirect, secondary, consequential or pure economic loss, costs, damages, charges or expenses; and
15.3.3 the Seller’s total liability in contract, delict or tort (including negligence or for breach of statutory duty), misrepresentation or otherwise shall be limited to where such claim is in relation to Products, the price paid for the relevant Products.
16 General indemnity
16.1 The Buyer indemnifies and shall keep the Seller indemnified in full against all loss, cost, expense, damage or other liability (whether direct or indirect), including any interest, penalties, and legal and other professional fees and expenses awarded against or incurred or paid by the Seller, arising as a result of or in connection with (directly or indirectly):
16.1.1 any claim made against the Seller for actual or alleged infringement of a third party’s Intellectual Property arising out of, or in connection with, the supply or use of the Products, to the extent that the claim is attributable to the acts or omissions of the Buyer;
16.1.2 any breach, negligent performance or failure or delay in performance of the Contract (or any part thereof) by the Buyer; and
16.1.3 any claim made against the Seller by a third party for death, personal injury or damage to property arising out of, or in connection with, the Products, to the extent that the claim is attributable to the acts or omissions of the Buyer.
17 Force majeure
17.1 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Seller’s obligations under the Contract if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Seller’s reasonable control:
17.1.1 act of God, explosion, flood, fire, accident;
17.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
17.1.3 acts, restrictions, regulations, bye-laws, prohibitions, guidance or measures of any kind on the part of any governmental, parliamentary or local authority;
17.1.4 import or export regulations or embargoes;
17.1.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
17.1.6 difficulties in obtaining stocks, materials or parts;
17.1.7 power failure or breakdown in machinery;
17.1.8 outbreak of disease; and
17.1.9 theft of products, or wilful damage to products.
18 Termination and suspension
18.1 If the Buyer becomes subject to any of the events listed in clause 18.2, or the Seller reasonably believes that the Buyer is about to become subject to any of them and notifies the Buyer accordingly, then, without limiting any other right or remedy available to the Seller, the Seller may terminate, or suspend the performance of its obligations under, the Contract or under any other agreement between the Buyer and the Seller, without incurring any liability to the Buyer.
18.2 For the purposes of clause 18.1, the relevant events are:
18.2.1 breach by the Buyer of the Contract;
18.2.2 the Buyer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due;
18.2.3 the Buyer admits inability to pay its debts or is deemed unable to pay its debts or is deemed as having no reasonable prospect of so doing;
18.2.4 the Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts or makes a proposal for or enters into any compromise or arrangement with its creditors;
18.2.5 the Buyer is the subject of a bankruptcy petition or order;
18.2.6 a creditor or encumbrancer of the Buyer attaches or takes possession of, or a distress, diligence, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets;
18.2.7 an application is made to court or an order is made for the appointment of a receiver, administrator or administrative receiver, or if a notice of intention to appoint a receiver, administrator or administrative receiver is given, or if a receiver, administrator or administrative receiver is appointed, over the Buyer or its assets, or any person has become entitled to appoint a receiver, administrator or administrative receiver over the Buyer or its assets;
18.2.8 any event occurs or proceeding is taken with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 18.2.2 to clause 18.2.7 (inclusive);
18.2.9 the Buyer suspends, threatens to suspends, ceases or threatens to cease carrying on all of its business, substantially the whole of its business, or the part of its business to which the Products relate; or
18.2.10 there is a change in control or ownership of the Buyer.
18.3 In the event that the Seller exercises its rights provided under clause 18.1 so that the Contract remains in force between the Seller and the Buyer, the Seller may at its sole option:
18.3.1 exercise its rights as provided under clause 12.5; and / or
18.3.2 require the Buyer to pay to the Seller such sum in security of the performance of the Buyer’s obligations hereunder as the Seller deems in its sole opinion reasonable.
18.4 Termination of the Contract shall not prejudice any of the parties’ rights and remedies which have accrued as at termination.
18.5 On termination of the Contract any provision of the Contract which is intended either expressly or by implication to enter into or continue in force shall (as appropriate) enter into or remain in force. Without limitation termination of the Contract shall not affect in any manner the rights of the Seller provided under clause 12.5 which shall continue in force notwithstanding termination.
18.6 The Contract shall terminate automatically on the full and complete discharge by the Buyer of all of its obligations to the Seller under the Contract and any other agreement between the Buyer and the Seller, and provided always that the Seller has confirmed such discharge in writing in a form executed by a director of the Seller.
19 General
19.1 The Buyer shall keep in strict confidence all confidential information concerning the business of the Seller disclosed to it by the Seller and use such confidential information only for the purpose of discharging its obligations under the Contract. The Buyer shall only disclose such confidential information to those of its employees who need to know the same for the purpose of discharging the Buyer’s obligations under the Contract, and shall ensure that such employees shall keep such information confidential and use it only for the aforesaid purpose.
19.2 The Seller may at any time assign, novate, transfer, charge, subcontract or otherwise deal in any other manner with all or any of its rights or obligations under the Contract without a requirement of prior notice to the Buyer. The Buyer may not assign, novate, transfer, charge, subcontract or otherwise deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Seller.
19.3 The Seller’s rights and remedies under the Contract are in addition to its rights and remedies implied by statute and common law.
19.4 In order to be validly served any notice given to a party under or in connection with the Contract is required to be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause and shall be delivered personally or sent by commercial courier. A notice or other communication shall be deemed to have been received if delivered personally when left at the address referred to in clause 19.4, or if sent by commercial courier on the date and at the time that the relevant delivery receipt is signed by or on behalf of the relevant party. The provisions of this clause 19.4 shall not apply to the service of any proceedings or other documents in any legal action.
19.5 If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were modified, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
19.6 A waiver by the Seller of any right or remedy under the Contract is only effective if given in writing by a director of the Seller and shall not be deemed a waiver of any subsequent breach or default.
19.7 No failure or delay by the Seller in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise by the Seller of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
19.8 A person who is not a party to the Contract shall not have any rights under or in connection with it.
19.9 The Contract contains the whole agreement between the parties and supersedes any prior agreement between them in relation to its subject matter and the parties confirm that they have not entered into this Contract upon the basis of any representations that are not expressly incorporated into this Contract.
19.10 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the law of Scotland, and in respect of the determination of which the parties submit to the exclusive jurisdiction of the courts of Scotland. Notwithstanding the foregoing the Seller shall be entitled to seek enforcement of any judgement of the courts of Scotland in such jurisdiction(s) as it may in its sole discretion determine.
