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Terms & Conditions

Standard Terms and Conditions

In these Conditions the following words shall have the following meanings:- "the Company" means Sunflower Medical Limited "the Customer" means the purchasing entity "the Conditions" means these Terms and Conditions "Goods" means any and all of the goods products or services supplied by the Company to the Customer in accordance with an Order in any format 1. Conditions applicable

1.1 The Conditions shall apply to all commercial dealings between the Company and the Customer and all quotations given orders accepted and contracts made for the sale of Goods by the Company to the Customer to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply under any purchase order confirmation of order or similar document

1.2 All orders for Goods shall be deemed to be an offer by the Customer to purchase those Goods pursuant to these Conditions

1.3 Continuing instructions from the Customer to the Company confirmation of any specifications for the Goods and/or acceptance of delivery or transmission of the Goods shall be deemed conclusive evidence of the Customer's acceptance of these Conditions

1.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in advance in writing by a director of the Company

1.5 The Conditions comprise the entire agreement between the Company and the Customer and the Company's liability under any warranties contained in the Conditions (or otherwise implied by law) shall not be affected by any statements made to the Customer unless the same has been reduced to writing and agreed with the Customer

2. Orders and approval

2.1 An "Order" is any request or instruction by the Customer for the Company to supply Goods

2.2 The Customer is wholly responsible for providing the correct specifications for the Order and for highlighting any specific purpose or any critical deadlines to be met. The Company shall not be liable for any loss whatsoever resulting from inaccurate defective or inadequate instructions from the Customer.

2.3 All Orders shall be recorded in writing and shall be signed by the Customer as confirmation that the Order is correct. Following such signature the Company will commence any work as is necessary in the Company's absolute discretion in the circumstances. Any resulting amendments are to be recorded in writing

2.4 In all respects the Customer shall determine the suitability of the Goods for the Customer's intended purpose and all Goods supplied by the Company to the Customer in accordance with an Order shall be deemed to meet the Customer's particular requirements 2.5 If the Customer or anyone acting on behalf of the Customer alters or amends the Order (as specified in clause 2.3) in any way then the Company may adjust its quoted Price accordingly 2.6 The Customer undertakes to notify the Company without delay of any circumstances which may materially affect a contract such as changes to the Order or delay and costs or expenses arising from such circumstances shall be payable by the Customer

2.7 Any quotation given or offer made by the Company shall be open for acceptance by the Customer for a period of 30 days from the date thereof and may be withdrawn by the Company within such period by giving written or oral notice to the Customer of its' intention to withdraw the same

2.8 Cancellation by the Customer will only be agreed by the Company on the condition that all costs and expenses incurred by the Company at the time of cancellation including the loss of any profit shall be paid by the Customer on demand by the Company

3. Price and payment

3.1 Unless otherwise agreed, the price shall be the Company's quoted price plus any of the following as applicable:-

3.1.1 any additional costs expenses or sums payable by the Company resulting from variations to the Order requested by the Customer after the quotation was given or

3.1.2 any additional costs expenses or sums incurred as a result of delay caused by the Customer for whatever reason or

3.1.3 any fluctuations caused by but not restricted to increases in costs incurred by the Company as a consequence of any increase in the cost of raw materials manufacture packaging transport or other direct or indirect costs or

3.1.4 any costs of carriage of the Goods or related insurance expense any such costs expenses or sums shall be added to the price quoted (together referred to as "the Price") and the adjusted amount shall be invoiced to the Customer

3.2 The Price is exclusive of value added tax which shall be due at the rate ruling on the date of the Company's invoice and shall be added to the Price together with any other statutory tax

3.3 Payment of the Price and value added tax shall be due within 30 days of the date of the Company's invoice and shall be made by the Customer without any deduction whatsoever. Time for payment shall be of the essence. In the event that the Customer defaults in the payment to the Company when is payment is due and payable in accordance with the provisions of these Conditions, the Company shall have the right to cancel the agreement and any other contract between the Company and the Customer and to suspend all further deliveries of Goods to the Customer until the default is made good

3.4 Without prejudice to any other right or remedy available to the Company against the Customer interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 4% above National Westminster Bank Plc's base rate from time to time in force and shall accrue at such a rate after as well as before any judgment

3.5 If requested to do so by the Company the Customer shall pay the Price prior to delivery of the Goods and, in such circumstances, the Company shall not be required to deliver the Goods until the Price has been paid in cleared funds

3.6 No dispute arising under any contract between the Company and the Customer shall interfere with the Customer's obligation to make prompt payment in full for all Goods sold and delivered by the Company or to the Customer's order

4. Delivery.

Standard delivery charge is £15.00 (for orders under £500) per delivery, £25.00 (for orders over £500) or £30.00 for large/heavy items (net, ex.VAT) for most of the UK mainland. Northern Scotland, Highlands and overseas are charged at cost. An Additional charge of £30.00 applies to deliveries above/below ground floor

4.1 The Goods shall be collected by the Customer or delivered Customer at the Customer's address or to such other address as the Customer shall have specified in writing in advance. The risk in the Goods shall pass to the Customer upon leaving the Company's premises.

4.2 The Company will at the Customer's request arrange for carriage of the Goods to the Customer's address or such other address as shall have been properly notified the costs of such carriage and any insurance which the Customer reasonably directs the Company to incur shall be reimbursed by the Customer without any set off or other withholding whatever and shall be due on the date for payment of the Price. The carrier shall be deemed to be the Customer's agent

4.3 Any time for delivery given by the Company its' servants or its' agents shall be an estimate only and although the Company shall endeavour to deliver the Goods within the period of time stated, time is not of the essence of the contract and the Company shall not be liable for any loss, costs, damage or expense caused to the Customer whether directly or indirectly by reason of the Company's failure to comply with any delivery time stated and further the Customer shall have no right to cancel any order given to the Company or refuse to accept delivery of the Company's Goods

4.4 The Company may deliver the Goods by separate installments. Failure of the Company to deliver any one or more of the said installments of the Goods on the due dates shall not entitle the Customer to treat this contract as repudiated

4.5 The Company shall not be liable for any loss or damage whatever due to failure by the Company to deliver the Goods (or any of them) promptly or at all

4.6 Notwithstanding that the Company may have delayed or failed to deliver the Goods (or any of them) promptly the Customer shall be bound to accept delivery and to pay for the Goods in full

5. Property in Goods pending payment

5.1 In spite of delivery having been made property in the Goods shall not pass from the Company until:-

5.1.1 the Customer shall have paid the Price plus value added tax in full; and

5.1.2 no other sums whatever shall be due from the Customer to the Company

5.2 Until property in the Goods passes to the Customer in accordance with clause 5.1 the Customer shall hold the Goods and each of them on a fiduciary basis as bailee for the Company. The Customer shall store the Goods (at no cost to the Company) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Company's property

5.3 Notwithstanding that the Goods (or any of them) remain the property of the Company the Customer may sell or use the Goods in the ordinary course of the Customer's business at full market value for the account of the Company. Any such sale or dealing shall be a sale or use of the Company's property by the Customer on the Customer's own behalf and the Customer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Company the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Company's money

5.4 The Company shall be entitled to recover the Price (plus value added tax) notwithstanding that property in any of the Goods has not passed from the Company

5.5 Until such time as property in the Goods passes from the Company the Customer shall upon request deliver up such of the Goods as have not ceased to be in existence or re-sold to the Company. If the Customer fails to do so the Company may enter upon any premises owned occupied or controlled by the Customer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Customer under clause 5.3 shall cease

5.6 The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Company. Without prejudice to the other rights of the Company, if the Customer does so all sums whatever owing by the Customer to the Company shall forthwith become due and payable

5.7 The Customer shall insure and keep insured the Goods to the full price against "all risks" to the reasonable satisfaction of the Company until the date that property in the Goods passes from the Company and shall whenever requested by the Company produce a copy of the policy of insurance.

5.7 The Customer shall insure and keep insured the Goods to the full price against "all risks" to the reasonable satisfaction of the Company until the date that property in the Goods passes from the Company and shall whenever requested by the Company produce a copy of the policy of insurance. Without prejudice to the other rights of the Company, if the Customer fails to do so all sums whatever owing by the Customer to the Company shall forthwith become due and payable

5.8 The Customer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 part XII as amended. Without prejudice to the other rights of the Company, if the Customer fails to do so all sums whatever owing by the Customer to the Company shall forthwith become due and payable

6. Interpretation and liability

6.1 The Goods shall be supplied in accordance with the description and specification agreed between the Company and the Customer the final details of which shall have been confirmed in writing by the Customer

6.2 The Company may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods

6.3 The Customer shall inspect the Goods on delivery and shall within 3 days of delivery notify the Company in writing of any alleged defect shortage in quantity damage or failure to comply with description. If the Customer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Customer shall be deemed to have accepted the Goods

6.4 The Customer shall notify the Company of any non-delivery within 14 days of the date of despatch (as stated on the invoice). Notwithstanding the receipt by the Company of any such notice a clear signature on a carrier's delivery advice sheet shall be deemed to signify the receipt of the quantity indicated on the advice sheet

6.5 In the event that the Customer alleges that the Goods are defective the Customer must give the Company the opportunity to examine the Goods and investigate any complaint made and if upon inspection the Goods are shown to be defective, the Company will at its' sole discretion repair or replace with a satisfactory alternative or substitute the Goods or refund to the Customer the cost of the defective Goods. If the Company repairs the Goods or replaces them with alternative or substitute goods, the Customer shall be bound to accept such Goods and the Company shall not be responsible or liable for any delay, damage, detriment or expense to the Customer arising from the initial delivery to the time that such Goods are repaired or replaced and in no circumstances shall the liability of the Company exceed the cost of the replacement or the price paid by the Customer for them

6.6 If the Goods are not in accordance with the contract for any reason the Customer's sole remedy shall be limited to the Company making good any shortage by replacing such Goods or if the Company shall elect by refunding a proportionate part of the Price

6.7 The Company shall be under no liability whatever to the Customer for any indirect loss and/or expense (including loss of profit) howsoever arising suffered by the Customer arising out of a breach by the Company of this contract

6.8 In the event of any breach of any contract by the Company the remedies of the Customer shall be limited damages. Under no circumstances shall the liability of the Company exceed the Price of the Goods

6.9 All warranties and conditions whether implied by statute or otherwise are excluded from this contract provided that nothing in this contract shall restrict or exclude liability for death or personal injury caused b the negligence of the Company or affect the statutory rights of the Customer dealing as consumer

6.10 The Company shall not be liable for any loss damage cost detriment or expense whatsoever however arisi if manufacture or delivery of the Goods is delayed or hindered by act of God governmental intervention o restriction hostilities civil commotion fire flood accident machinery breakdowns strike lock out non-deliver of goods by the Company's suppliers or any other cause or circumstance whatsoever beyond the reasonable control of the Company and on the occurrence of any of the above events the Company reserves the right to cancel this agreement or suspend delivery of the Goods to the Customer

6.11 Complaints made by the Customer shall not be ground for the Customer to delay payment of monies due the Company and shall not give rise to any right of set off

7. Intellectual Property

7.1 "Intellectual Property" means all industrial and intellectual property rights including without limitation pate trade marks and/or service marks (whether registered or sun-registered) registered designs unregistered designs and copyrights and any applications for any of the foregoing in any part of the world and the copyright in all drawings plus specifications designs and computer software and all know how (that is all information (including that comprised in or derived from data disks tapes manuals source codes flow char catalogues and instructions) relating to services provided and/or products manufactured by the parties) an confidential information owned and used by the parties

7.2 Subject to clause 7.4 the components contained in and the specifications and designs of the Goods including the Intellectual Property in them shall as between the parties be the property of the Company.

7.3 Where any designs or specifications have been supplied by the Customer for manufacture by or to the or of the Company then the Customer warrants that the use of those designs or specifications for the manufacture processing assembly or supply of the Goods shall not infringe the rights of any third party

7.4 Where any specifications and designs of the Goods or any of the Goods have been provided by the Customer the Intellectual Property in them shall remain the property of the Customer. Not withstanding th foregoing the Intellectual Property in any components created by or incorporated within the Goods shall a all times be the property of the Company

7.5 No right or licence is granted under this contract to the Customer under any Intellectual Property right except the right to use or re-sell the Goods

7.6 All Goods sold in retail packaging may be resold by the Customer only in the packaging supplied by the Company and in no case may any trademark other than those applied by the Company be marked on or applied in relation to the Goods

7.7 The Customer undertakes to respect and keep confidential all confidential information whether relating to Intellectual Property rights or otherwise supplied to it during as well as after each contract with the Compa

8. Assignment The Customer may not without the Company's written consent assign all or any part of its rights and obligations under this contract but the Company may licence or subcontract all or any part of its rights an obligations under this contract without the Customer's consent

9. Breach of contract and Insolvency If the Customer fails to make payment for the Goods in accordance with this contract or commits any oth breach of this contract or if any distress or execution shall be levied upon any of the Customer's goods or the Customer offers to make any arrangement with its creditors or if any petition in bankruptcy is presente against the Customer or the Customer is unable to pay its debts as they fall due or if being a limited company a resolution or petition to wind up the Customer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver administrative receiver or manager shall be appointed over the whole or any part of the Customer's business or assets or if any petition for the appointment of an administrator is presented against the Customer or if the Customer sha suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately. The Company may in its absolute discretion and without prejudice to any other rights or remedies which it may have:-

9.1 suspend all future deliveries of Goods to the Customer and/or terminate the contract without liability upon its part; and/or

9.2 exercise any of its rights pursuant to clause 5

10. Cancellation The Company may cancel this contract at any time before the Goods are delivered by giving written notice On giving such notice the Company shall promptly repay to the Customer any sums paid in respect of the Price. The Company shall not be liable for any loss or damage whatever arising from such cancellation.

11. Termination In the event that this agreement shall be terminated for any reason then in addition to any other rights and remedies available to it the Company shall be entitled to charge for all work undertaken to that date and a costs and expenses incurred and all such sums shall be payable immediately

12. Third party rights. or the purposes of the Contracts (Rights of Third Parties) Act 1999 this agreement is no intended to and does not give any person who is not a party to it any right to enforce any of its provisions

13. General

13.1 If any term or provision of this agreement shall be found to be unenforcable for any reason whatsoever then this agreement shall be constructed as if such term or provision was specifically excluded from it

13.2 The waiver by the Company of any breach of any of the terms of this agreement shall not prevent the subsequent enforcement of that term and shall not be deemed to be a waiver of a subsequent breach

13.3 This agreement shall be governed by and construed in accordance with English law and the Company and the Customer shall submit in all matters or disputes arising out of this agreement to the exclusive jurisdict of the courts of law of England

13.4 Unless the context otherwise requires the singular includes the plural and vice versa references to person include references to firms companies or corporations and vice versa and references in the masculine gender include references to the feminine or neuter genders and vice versa

13.5 The clause headings do not form part of this agreement and shall not be taken into account in its construction or interpretation

13.6 Where the Customer is two or more persons then the liability of those persons shall be joint and several