Reliance Medical UK Ltd (‘RMUK’) Standard Terms and Conditions

1. Definitions and Interpretation

1.1. The following words have the following meanings when interpreting this agreement
1.1.1. ‘Agreement’ means these Conditions, the Purchase Order and the Order Acknowledgement
1.1.2. ‘Applicable Law’ means any and all laws and regulations that are applicable to the supply and sale of the Goods in the applicable Purchase Order or Order Acknowledgement
1.1.3. ‘Business Day’ means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business
1.1.4. ‘Conditions’ means these terms and conditions (as amended from time to time)
1.1.5. ‘Customer’ means the company who purchases the Goods from RMUK
1.1.6. ‘Force Majeure Event’ means an event or circumstance beyond a party’s reasonable control
1.1.7. ‘Goods’ means the goods (or any part of them) set out in the Purchase Order
1.1.8. ‘Order Acknowledgment’ means the written acknowledgement of RMUK’s acceptance to supply the described Goods at the quantity and price detailed in the Purchase Order
1.1.9. ‘Purchase Order’ means the Customer’s written order to RMUK for the supply of Goods which includes the required quantity and the price of said goods
1.2. In these terms and conditions, unless the context requires otherwise:
1.2.1. References to numbered clauses are reference to the relevant clause in these terms and conditions
1.2.2. Any obligation on any Party not to do or omit to do anything shall include an obligation not to allow that thing to be done or omitted to be done
1.2.3. The headings to the clauses of these terms and conditions are for information only and do not affect the interpretation of the Agreement
1.2.4. The singular includes the plural and vice versa
1.2.5. Any reference to writing or written includes email
1.2.6. A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; and
1.2.7. The word ‘including’ shall be understood as meaning ‘including without limitation’
1.3. The terms and conditions of this Agreement shall prevail except where:
1.3.1. There is a written agreement signed by authorised signatories of both Parties which is in conflict with this agreement.

2. Scope

2.1. These Conditions apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 2.2. The Agreement covers the aspects relating to the supply of Goods listed on any Purchase Order or Order Acknowledgement
2.3. The Purchase Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Purchase Order are complete and accurate.
2.4. The Purchase Order shall only be deemed to be accepted when RMUK issues an Order Acknowledgement, at which point the Agreement shall come into existence.
2.5. A quotation for the Goods given by RMUK shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.

3. Goods

3.1. The Goods are described in the Order Acknowledgement excluding marketing materials.
3.2. RMUK reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

4. Delivery

4.1. RMUK shall ensure that:
4.1.1. each delivery of the Goods is accompanied by a delivery note that shows the date of the Purchase Order, the type and quantity of the Goods (including the code number of the Goods where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.1.2. if RMUK requires the Customer to return any packaging materials to RMUK, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as RMUK shall reasonably request.
4.2. RMUK shall deliver the Goods to the location set out in the Purchase Order or such other location as the parties may agree (Delivery Location) at any time after RMUK notifies the Customer that the Goods are ready.
4.3. Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
4.4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. RMUK shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide RMUK with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5. RMUK shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide RMUK with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6. If the Customer fails to accept delivery of the Goods within 3 Business Days of RMUK notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or RMUK’s failure to comply with its obligations under the Agreement:
4.6.1. Delivery of the Goods shall be deemed to have been completed at 9:00am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
4.6.2. RMUK shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
4.7. If 10 Business Days after the day on which RMUK notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, RMUK may resell or otherwise dispose of part or all of the Goods.
4.8. If RMUK delivers up to and including 5% more or less than the quantity of Goods ordered, the Customer may not reject them.
4.9. RMUK may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. 5. Title and Risk
5.1. The risk in the Goods shall pass to the Customer on completion of delivery.
5.2. Title to the Goods shall not pass to the Customer until RMUK receives payment in full (in cash or cleared funds) for the Goods.
5.3. Until title to the Goods has passed to the Customer, the Customer shall:
5.3.1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as RMUK’s property;
5.3.2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; 5.3.3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
5.3.4. notify RMUK immediately if it becomes subject to any of the events listed in clause 8.3;
5.3.5. give RMUK such information relating to the Goods as RMUK may require from time to time.
5.4. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.3, then, without limiting any other right or remedy RMUK may have:
5.4.1. RMUK may at any time:
5.4.1.1. require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
5.4.1.2. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

6. Price and Payment

6.1. RMUK shall supply the Products at the prices stated on the Order Acknowledgement, or, if no price is quoted, the price set out in RMUK’s list in force as at the date of delivery
6.2. RMUK may, by giving notice to the Customer at any time up to 3 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
6.2.1. any factor beyond RMUK’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
6.2.2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
6.2.3. any delay caused by any instructions of the Customer or failure of the Customer to give RMUK adequate or accurate information or instructions.
6.3. The prices of the Goods are exclusive of:
6.3.1. amounts in respect of value added tax (VAT) or local equivalent (unless otherwise stated), which the Customer shall additionally be liable to pay to RMUK at the prevailing rate, subject to the receipt of a valid VAT invoice; and
6.3.2. the costs and charges of packaging, insurance and transport of the Goods which shall be invoiced to the Customer.
6.4. RMUK may invoice the Customer for the Goods on or at any time after the completion of delivery. 6.5. Standard settlement terms are 30 days of month. This means that payment will be made on the 30th day (or following business day should this fall on a weekend or public holiday) after the end of the month of invoice. Payment shall be made to the bank account nominated in writing by RMUK. Time of payment is of the essence.
6.6. If the Customer fails to make any payment due to RMUK under the Agreement by the due date for payment, then RMUK may, without limiting its other rights, claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
6.7. The Customer shall pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). RMUK may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by RMUK to the Customer.

7. Recall of Goods

7.1. If the Customer is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (“Recall Notice”) it shall immediately notify RMUK in writing enclosing a copy of the Recall Notice.
7.2. Unless required by law, the Customer may not undertake any recall or withdrawal without the written permission of RMUK and only then in strict compliance with RMUK’s written instructions as to the process of implementing the withdrawal.

8. Termination

8.1. Withdrawal by the Customer of any Purchase Order can be made by notice in writing to RMUK until the point of receipt of Order Acknowledgement.
8.2. Termination by the Customer after receipt of any Order Acknowledgement is liable to a charge at the sole discretion of RMUK in order to cover the costs RMUK have incurred.
8.3. Without limiting its other rights or remedies, RMUK may terminate the Agreement with immediate effect by giving written notice to the Customer if:
8.3.1. the Customer commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of the Customer being notified in writing to do so;
8.3.2. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntary or by order of the court, unless of the purposes of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
8.3.3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
8.3.4. the Customer’s financial position deteriorates to such an extent that in RMUK’s opinion the Customer’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
8.4. Without limiting its other rights or remedies, RMUK may suspend provision of the Goods under the Agreement or any other contract between the Customer and RMUK if the Customer becomes subject to any of the events listed in clauses 8.3.1 to clause 8.3.4, or RMUK reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under the Agreement on the due date for payment.
8.5. Without limiting its other rights and remedies, RMUK may terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.
8.6. On termination of the Agreement for any reason the Customer shall immediately pay to RMUK all of RMUK’s outstanding unpaid invoices and interest.
8.7. Termination of the Agreement shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Agreement that existed before the date of termination.
8.8. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

9. Property and Guarantee of Title

9.1. Goods are to be delivered DDP (INCOTERMS) unless specified otherwise on the Order Acknowledgment

10. Defective goods

10.1. The Customer is entitled to reject any Goods that are defective, provided that:
10.1.1. where the defect is evident from a reasonable visual inspection of a sample of the outers of the Goods the Customer notifies RMUK in writing within fifteen (15) Business Days of delivery of the Goods; and
10.1.2. for a period of 6 months after delivery, where the defect is not evident from a reasonable visual inspection of a sample of the delivery, the Customer notifies RMUK within ten (10) Business Days of discovery of the defect.
10.2. If the Customer rejects the Goods in accordance with clause 10.1, RMUK shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
10.3. RMUK shall not be liable for any defective Goods (and therefore will not be required fulfil its obligations under clause 10.2) in any of the following events:
10.3.1. the Customer makes any further use of such Goods after giving notice in accordance with clause 10.1;
10.3.2. the defect arises because the Customer failed to follow RMUK’s oral or written instructions as to storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
10.3.3. the defect arises as a result of RMUK following any drawing or design supplied by the Customer; 10.3.4. the Customer alters or repairs such Goods without the written consent of RMUK;
10.3.5. the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal storage or working conditions; or
10.3.6. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
10.4. The terms implied by section 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Agreement.
10.5. These Conditions shall apply to any repaired or replacement Goods supplied by RMUK.

11. Data Protection

11.1. Definitions:
11.1.1. ‘Agreed Purposes’ means for the supply of Goods in connection with the Agreement
11.1.2. ‘Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures’ as set out in the Data Protection Legislation in force at the time
11.1.3. ‘Data Protection Legislation’ means all legislation and regulatory requirements in force from time to time to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK)
11.1.4. ‘Permitted Recipients’ means the parties to the Agreement, the employees of each party and any third parties engaged to perform obligations in connection with the Agreement
11.1.5. ‘Shared Personal Data’ means the personal data to be shared between the parties under the Agreement
11.2. Each party acknowledges that one party (Data Discloser) will regularly disclose to the other party (Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes. Each party shall:
11.2.1. ensure that is has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;
11.2.2. give full information to any data subject whose personal data may be processed in connection with the Agreement of the nature of such processing. This includes giving notice that, on the termination of the Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Data Recipients, their successors and assigns;
11.2.3. process the Share Personal Data only for the Agreed Purposes;
11.2.4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
11.2.5. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by the Agreement;
11.2.6. ensure that it has in place appropriate technical and organisational measures reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
11.2.7. not transfer any personal data obtained from the Data Discloser outside of the European Economic Area, unless the prior written consent of the data subject has been obtained and the following conditions are fulfilled:
11.2.7.1. complies with the provisions of Articles 26 of the GDPR (in the event the third party is a join controller); and
11.2.7.2. the transferring party complies with its obligations under the Data Protection Legislation ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR, (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR, or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
11.3. Each party shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate the agreement with immediate effect.
11.4. Each party shall assist the other in complying with applicable requirements of the Data Protection Legislation. In particular, each party shall:
11.4.1. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
11.4.2. promptly inform the other party about the receipt of any data subject access request;
11.4.3. provide the other party with reasonable assistance in complying the any data subject access request without first consulting with and obtaining the consent of the other party;
11.4.4. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
11.4.5. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
11.4.6. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of the Agreement unless required by law to store the personal data;
11.4.7. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfer;
11.4.8. maintain complete and accurate records and information to demonstrate its compliance with this clause 11;
11.4.9. provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.
11.5. Each party shall indemnify the other against all claims and proceedings and all liability, loss, costs and expenses incurred by the other as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to them as a result of any breach by the other party of the Data Protection Legislation by that party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.

12. Liability

12.1. RMUK shall under no circumstances whatsoever be liable to the Customer whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
12.1.1. loss of profit;
12.1.2. loss of goodwill;
12.1.3. loss of business;
12.1.4. loss of business opportunity;
12.1.5. loss of anticipated saving;
12.1.6. loss or corruption of data or information;
12.1.7. special, indirect or consequential damage;
suffered by the Customer arising under or in connection with the Agreement.
12.2. Without prejudice to clause 12.1 or 12.3, the total liability of RMUK to the Customer under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall in no event exceed a sum equal to the value of the Purchase Order or Order Acknowledgement.
12.3. Nothing in the agreement shall be construed to limit or exclude either Party’s liability for death or personal injury caused by its negligence or that of its employees or fraud or fraudulent misrepresentation by it or that of its employees or any other matter which, by law, may not be excluded or limited

13. Miscellaneous

13.1. Force Majeure
13.1.1. Neither Party shall have any liability under or be deemed to be in breach of the Agreement for any delays or failures in performance of the Agreement which result from a Force Majeure Event. Each Party shall promptly notify the other Party in writing when a Force Majeure Event causes a delay or failure in performance and when it ceases to do so. If the period of delay or non-performance continues for a continuous period of more than 30 days, either party may terminate the Agreement by written notice to the other party.
13.2. Confidentiality
13.2.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business affairs, customers, clients or suppliers of the other party (or any member of the group to which the other party belongs), except as permitted by clause 13.2.2. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
13.2.2. Each party may disclose the other party’s confidential information:
13.2.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 13.2; and
13.2.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.2.3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.
13.3. Notices
13.3.1. Any notice or other communication given to a party under or in connection with the Agreement shall 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, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
13.3.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.3.1; if sent by pre-paid first class post or other next working day delivery service, at 9:00am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, 1 Business Day after transmission.
13.3.3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
13.4. Assignment and other dealings
13.4.1. RMUK may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement.
13.4.2. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Agreement without the prior written consent of RMUK.
13.5. Third Party Rights
13.5.1. No one other than a party to the Agreement (and their permitted assignees) shall have any right to enforce any of its terms.
13.6. No Agency
13.6.1. All parties shall act solely as independent contractors and nothing in this Agreement shall be construed to give either the power or authority to enter into or incur any commitments, expenses or liabilities whatsoever on behalf of the other Party.
13.7. Variation
13.7.1. No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.8. Severability
13.8.1. If any provision or part provision of the Agreement is or becomes invalid, illegal or unenforceable by a court or other body of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
13.9. Waiver
13.9.1. A waiver by RMUK of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
13.9.1.1. waive that or any other right or remedy; nor
13.9.1.2. prevent or restrict the further exercise of that or any other right or remedy.
13.10. Entire Agreement
13.10.1. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreement, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.10.2. Each party agrees that it shall have no remedies in respect of any statement, representations, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation (or negligent misstatement) based on any statement in the Agreement.
13.10.3. Nothing in the Agreement shall limit liability for fraud.
13.11. Governing Law and Jurisdiction
13.11.1. The validity, construction and performance of the Agreement, and all contractual and non-contractual matters arising out of it, shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the parties submit.