Terms & Conditions
1. Definitions
In these Conditions of Sale:
'Crest' means Crest Medical Limited or any subsidiary undertaking from time to time of First Aid Holdings Limited or any of its other subsidiary undertakings.
'Buyer' means the company, organisation or individual to whom these conditions are addressed;
'Contract' means any Order accepted by Crest.
'Goods' means any goods agreed in a Contract to be supplied by Crest to the Buyer (including any part(s) of them) and for this purpose 'Goods' shall include, but not be limited to, physical goods, cards, coupons and vouchers and fixed assets
'Services' means any services agreed in a Contract to be provided by Crest to the Buyer and for this purpose 'Services' shall include, but not be limited to, the provision of training, marketing data, logistics services such as backloading the provision of promotional processes to the Buyer and management services.
'Order' means the Buyer's written instruction to Crest to supply the Goods or Services
2. General
2.1 These Conditions of Sale have no application to contractual liabilities in leases or allied property transactions.
2.2 All Contracts will be subject to these Conditions to the exclusion of any different terms and conditions issued by the Buyer, except in so far as Crest and the Buyer have otherwise expressly agreed in writing.
2.3 If any provision, clause or application of these Conditions shall be held unlawful or invalid by any court or administrative decision such provision, clause or application shall be deemed severable and such unlawfulness or invalidity shall not, in any way, affect any other provisions, clauses or applications of these Conditions.
2.4 These Conditions (and documents or agreements referred to herein) set out the entire terms of the agreement between the parties in relation to the supply of Goods or Services pursuant to any Contract and supersede all preliminary correspondence, discussions and negotiations, undertakings and arrangements and cancel all previous printed conditions issued by Crest for the sale of goods or services in the United Kingdom and no alteration of or to these Conditions or any Contract shall be effective unless agreed by both parties in writing.
3. Price
3.1 Crest does not bind itself to accept any Orders and reserves the right to alter the price of the Goods or Services without notice at any time before it's acceptance of an Order.
3.2 Unless otherwise notified by Crest in writing the price for the Goods or Services shall be the price set out in Crest’s price list published on the date of acceptance of an Order.
3.3 The price quoted for the Goods or Services shall be exclusive of any value added tax.
4. Payment
4.1 Payment must be made by the Buyer by the date specified on the invoice or before the expiry of thirty (30) days after the last day of the month in which the invoice is issued.
4.2 No extension of credit in excess of this period is permitted.
4.3 All Goods and Services are supplied on condition that the amount due for VAT or any other applicable tax payment on the Goods or Services must accompany payment for them. 4.4 All sums due which are not paid by the due date will bear daily interest at a rate of eight (8) % above the Bank of England daily base rate and applicable charges as per the late payment of commercial debts (interest) act 1998.
4.5 If any sum remains unpaid after the due date then payment for all Goods and Services previously supplied no matter how recently and whether under the same or separate contracts, shall become due immediately
5. Warranty
5.1 Crest warrants that (subject to the other provisions of these Conditions) upon delivery the Goods will:
5.1.1 Be of satisfactory quality within the meaning of the Sale of Goods Act 1979 (as amended by the Sale and Supply of Goods Act 1994); and
5.1.2 Be reasonably fit for any particular purpose for which the Goods are being bought, if the Buyer had made known that purpose to Crest in writing and Crest has confirmed in writing that it is reasonable for the Buyer to rely on Crest’s skill and judgement; and
5.1.3 Conform in all material respects to their specification (if applicable).
5.2 Crest warrants that (subject to the other provisions of these Conditions) it will provide the Services with reasonable skill and care.
5.3 Crest shall not be liable for a breach of any of the warranties in Condition 5.1 unless:
5.3.1 The Buyer gives written notice to Crest of the alleged breach, specifying the details thereof, within fourteen (14) days of the time when the Buyer discovers or ought to have discovered the defect; and
5.3.2 Crest is given a reasonable opportunity after receiving the notice of examining the affected Goods and the Buyer (if asked to do so by Crest) returns such Goods to Crest’s place of business at Crest’s cost for the examination to take place there.
5.4 Crest shall not be liable for a breach of any of the warranties in condition 5.1 if:
5.4.1 The Buyer makes any further use of such Goods after giving such notice; or
5.4.2 The relevant defect arises because the Buyer failed to follow Crest's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
5.4.3 The Buyer alters or repairs such Goods without Crest’s prior written consent.
5.5 Subject to Conditions 5.3 and 5.4,if any of the Goods do not conform with any of the warranties in Condition 5.1, Crest shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if Crest so requests, the Buyer shall, at Crest’s expense, return the Goods or the part of such Goods which is defective to Crest.
5.6 If Crest complies with Condition 5.5 it shall have no further liability for a breach of any of the warranties in Condition 5.1 in respect of such Goods
6. Limitation of Liability
6.1 Subject to Condition 5, the following provisions set out Crest’s entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
6.1.1 Any breach of any Contract incorporating these Conditions; and
6.1.2 Any representation, statement or tortious act or omission including negligence arising under or in connection with any Contract.
6.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from any Contract.
6.3 Nothing in these Conditions excludes or limits the liability of Crest for death or personal injury caused by Crest negligence, or for fraudulent misrepresentation
6.4 Without prejudice to Conditions 5.5 above:
6.4.1 Crest’s total liability in respect of any breach of these Conditions or any representation, statement or tortious act or omission including negligence arising under or in connection with the performance of any Contract shall be limited to the Contract price; and
6.4.2 Crest shall not be liable to the Buyer for any loss of profit, loss of business, loss of revenue, depletion of good will or any indirect consequential loss or damage, costs, expenses whatsoever (however caused) which arise out of or in connection with a contract.
7. Delivery
7.1 Any date or period for delivery or any rate of delivery stated in any Contract is intended by Crest and accepted by the Buyer as being an estimate only, not giving rise to contractual obligations. The Buyer shall not be entitled to rescind a Contract or reject any Goods or claim damages on account of time.
7.2 Delivery shall take place when the Goods are unloaded at the Buyers' premises or collected by the Buyer’s own transport.
8. Risk/title
8.1 Risk in Goods shall pass to the Buyer upon delivery to the Buyer.
8.2 Title in the Goods and in any intellectual property rights created by Crest pursuant to the provision of the Services under a Contract shall not pass to the Buyer until Crest has received in full all sums due to it in respect of the Goods or Services.
8.3 Until title to the Goods has passed to the Buyer, the Buyer must:
8.3.1 Hold the Goods on a fiduciary basis as Crest’s bailee;
8.3.2 Store the Goods (at no cost to Crest) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as Crest property;
8.3.3 Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; 8.3.4 Maintain the Goods in satisfactory condition and keep them insured on Crest's behalf for their full price against all risks to the reasonable satisfaction of Crest. On request the Buyer shall produce the policy of insurance to Crest and receipts for the payment of premium; and
8.3.5 Hold the proceeds of the insurance referred to in Condition 8.3.4 on trust for Crest, not mix them with any other money nor pay the proceeds into an overdrawn bank account.
8.4 Subject to Condition 8.3, the Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
8.4.1 Any sale shall be affected in the ordinary course of the Buyer's business at full market value; and
8.4.2 Any such sale shall be a sale of Crest’s property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale
8.5 The Buyer's right to possession of the Goods shall terminate immediately if:
8.5.1 the Buyer becomes insolvent or being a body corporate has a Receiver appointed or passes a resolution for winding up or a Court makes an order to that effect or being an individual or partnership makes any composition or arrangement with his or their creditors or has a receiving order made against him or them; or
8.5.2 Crest reasonably believes that the Buyer will fail to pay for the Goods; or
8.5.3 the Buyer encumbers or in any way changes any of the Goods.
8.6 Crest shall be entitled to recover payment for the Goods following delivery notwithstanding that title to of any of the Goods has not passed from Crest.
8.7 The Buyer grants Crest, its agents, employees and representatives an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or where the Buyer's right to possession has terminated, to recover them.
9. Claims
9.1 The Buyer will notify Crest in writing: -
9.1.1 In the event of non-delivery of the whole of any consignment within seven (7) days of receipt of invoice or delivery note, whichever is earlier;
9.1.2 In the event of damage to, or partial loss, of Goods in any consignment within three (3) days of delivery of that consignment.
9.2 Crest will have no liability for such loss, damage or non- delivery unless the terms of this clause are strictly complied with.
10. Carriage
Unless otherwise specified by Crest, Goods will be delivered by Crest at Crest's cost to the Buyer's premises in the United Kingdom by road freight. Additional charges will be made for delivery in any other manner.
11. Markings
The Buyer shall not in any way alter, deface, obscure or obliterate any letters, number or other marks or markings whatsoever which appear on or are affixed to the Goods by Crest.
12. Confidentiality
Both Parties will keep the terms of any Contract and all the other information marked or identified as confidential at the time of disclosure strictly confidential and will not use such information or disclose it to any third party except for the purposes of that Contract required by law.
13. Exports
No Goods supplied to the Buyer may be sold or supplied for use or consumption outside the member states of the European Economic Area (EEA) without Crest’s prior written permission.
14. Goods Not for Re-Sale
Where Goods are being supplied to the Buyer as an end-user exclusively for the purpose of use or consumption within the Buyer's organisation, no warranty is given by Crest that the Goods will be suitable (whether by reason of labelling or packaging or otherwise) for re-sale for any purpose whether in the United Kingdom or elsewhere. The Buyer is deemed by entering into the transaction to have agreed not to dispose of the Goods otherwise than for the purpose stated above and to agree to indemnify Crest from and against any liability arising as a result of any disposal in breach of this Condition. For non-Crest errors which are to be returned Crest reserves the right to charge a 15% handling fee.
15. Cancellation
The Buyer shall have no right in any circumstances to cancel a Contract or any instalment or Order which has been accepted by Crest or return Goods without Crest’s prior written consent.
16. Returns, Recalls, complaints and adverse events.
16.1 Crest reserves the right to refuse the return of any goods unless agreement is sought by the Buyer from Crest medical within 14 days of receipt. In the case of any products where the storage conditions categorise the products as cold chain Crest will not accept any returned products, unless it can be shown that the goods were unsuitable for use at the point of delivery.
16.2 In the event of a Recall, Crest will contact the Buyer and arrange collection of Goods at Crest’s expense. The Buyer shall ensure that all items are returned or, if consumed, notification will be provided to Crest for Reconciliation purposes.
16.3 All complaints either from the buyer or from an associate of the buyer should be forwarded to Crest medical immediately to be investigated and reported on by Crest Medical.
16.4 In the event that the Buyer is made aware of an adverse event in connection to goods provided by Crest, the buyer will report the adverse event to Crest immediately, so it can be investigated and reported by Crest Medical.
17. Set Off
17.1 All payments made by the Buyer under a Contract shall be made in full without any set-off or counterclaim.
17.2 Without prejudice to any of its other rights or remedies, Crest shall be entitled to set off any sums due to the Buyer against any sums due to Crest under the Contract or any other agreement or account, including the right, whenever any sum is payable to the Buyer by Crest under any other agreement or account, to reduce the amount payable by the amount of any sum due from the Buyer to Crest under the Contract.
18. Termination
18.1 Crest shall be entitled, without prejudice to its other rights and remedies, to cancel a Contract in whole or in part or to suspend deliveries thereunder if the Buyer is in breach of any term of any Contract or becomes insolvent or being a body corporate has a Receiver appointed or passes a resolution for winding up, or a Court makes an order to that effect, or being an individual or partnership makes any composition or arrangement with his or their creditors or has a receiving order made against him or them.
18.2 Upon termination of a Contract by Crest the Buyer grants to Crest an irrevocable licence to use its trade mark or such other intellectual property rights as may be required without payment and without time limit to sell any Goods manufactured by Crest for which the full purchase price has not been received.
19. Force Majeure
If Crest is delayed or hindered in or prevented from performing any of its obligations under a Contract by reason of Act of God, fire, flood, accident, explosion, breakdown or failure of plant or machinery, labour dispute, acts or regulations of Government, shortage of material or fuel or labour or transport or by reason of any cause whether or not of the same nature as the foregoing beyond it's reasonable control, it shall be under no liability to the Buyer in respect of the non-performance of such obligations but the time for performing the same shall be extended until the operation of the causes preventing, hindering or delaying the performance thereof has ceased.
20. Assignment
No Contract shall be assigned by the Buyer without Crest prior written consent.
21. Proper Law
The construction, validity and performance of all Contracts shall be governed by English law and subject to the non-exclusive jurisdiction of the English courts