IPRS MEDIQUIPE – TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES
Part A – General Terms and Conditions
1. Interpretation
1.1 Definitions
“Business Day” means a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
“Business Hours” means the period from 9am to 5pm on any Business Day.
“Company” means IPRS Mediquipe Limited, registered in England and Wales with company number 04460776 and registered office at Speed Medical House, Matrix Park, Chorley, Lancashire, PR7 7NA.
“Conditions” means the terms and conditions set out in this document, as amended from time to time in accordance with clause 2.1.
“Contract” means the contract between the Company and the Customer for the sale and purchase of Goods and (where applicable) Services in accordance with these Conditions.
“Customer” means the person(s) or firm who places an Order for the supply of Goods and/or Services with the Company, as detailed in the Order Form.
“Delivery Date” means the date set out in the Order Form.
“Delivery Location” means the address detailed in the Order Form.
“Force Majeure Event” means an event or circumstance beyond a party’s reasonable control, as defined in clause 12.
“Goods” means the goods (or any part of them) set out in the Order Form.
“Goods Specification” means any specification for the Goods, as set out in the brochure relevant to those Goods.
“New Goods” means Goods purchased from the Company that have not been previously owned.
“Order” means the Customer’s order for Goods and/or Services, as set out in the Order Form.
“Order Form” means the form detailing the Customer’s Order.
“Second Hand Goods” means Goods sold by the Company which have been previously owned or used, and which the Company has notified as such.
“Services” means the installation and training services supplied by the Company, as set out in the Order Form.
“Service Specification” means the description or specification for the Services provided by the Company.
“Territory” means the United Kingdom and the Republic of Ireland.
1.2 Interpretation
a) A person includes a natural person, corporate or unincorporated body.
b) A reference to a party includes its successors and permitted assigns.
c) A reference to legislation includes all amendments and subordinate legislation.
d) Words such as including or in particular do not limit the generality of the preceding words.
e) A reference to writing or written excludes fax but includes email.
2. Basis of Contract
a) The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
b) The Order shall only be deemed to be accepted when the Company issues written acceptance or dispatches the Goods or commences provision of the Services, at which point the Contract shall come into existence.
c) These Conditions apply to the Contract to the exclusion of any other terms.
3. Goods
a) The Goods are described in the Company’s catalogue or as modified by any applicable Goods Specification.
b) The Company reserves the right to amend the Goods Specification if required by law or applicable regulatory requirements.
4. Delivery
a) The Company shall ensure that each delivery of Goods is accompanied by a delivery note.
b) Delivery shall occur at the Delivery Location specified in the Order Form.
c) Any dates quoted for delivery are approximate only.
5. Quality
The Company warrants that on delivery, and for any warranty period set out in the Order Form, the Goods shall:
(a) conform with the Goods Specification;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality.
The Customer shall give notice of any defect within a reasonable time.
6. Title and Risk
a) Risk in the Goods shall pass to the Customer on completion of delivery.
b) Title to the Goods shall not pass to the Customer until the Company receives full payment.
7. Supply of Services
a) The Company shall supply the Services using reasonable care and skill.
b) The Company shall use reasonable endeavours to meet performance dates but such dates shall be estimates only.
8. Charges and Payment
a) The price for Goods shall be as set out in the Order Form.
b) Charges for Services shall be on a time and materials basis.
c) Invoices shall be payable within 30 days of the date of invoice.
9. Limitation of Liability
9.1 Nothing in the Contract shall limit or exclude the Company’s liability for:
– death or personal injury caused by its negligence; or
– fraud or fraudulent misrepresentation; or
– any other liability which cannot be lawfully excluded or limited.
9.2 Subject to clause 9.1, the Company’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total price paid or payable by the Customer under the relevant Order in the twelve (12) months preceding the event giving rise to the claim.
9.3 Subject to clause 9.1, the Company shall not be liable to the Customer for any:
– loss of profits, revenue, anticipated savings, or goodwill;
– loss or corruption of data or software;
– indirect, special, or consequential loss; or
– loss or damage suffered by the Customer arising from third-party claims.
10. Termination
Either party may terminate the Contract by written notice if the other party commits a material breach and fails to remedy it within 14 days.
11. Consequences of Termination
On termination, the Customer shall immediately pay all outstanding unpaid invoices and interest.
12. Force Majeure
Neither party shall be liable for any delay or failure in performing its obligations due to a Force Majeure Event.
13. General
13.1 The Company may assign or transfer its rights and obligations without consent.
13.2 The Contract constitutes the entire agreement.
13.3 The Contract shall be governed by the laws of England and Wales.
Part B – Hire of Equipment
B1. Title and Ownership
The Company always retains title to all hired equipment. The Customer shall ensure equipment is not sold, pledged, or used as security.
B2. Use of Equipment
The Customer shall use the hired equipment only for its intended purpose and in accordance with any operating instructions supplied by the Company.
B3. Alterations and Repairs
The Customer shall not alter, modify, repair, or service the equipment without the prior written consent of the Company.
B4. Damage or Loss
The Customer shall be responsible for any damage (other than fair wear and tear), theft, or loss of the hired equipment while in their possession or control.
B5. Hire Period
The hire period shall be as defined in the relevant Order Form and may only be extended by agreement in writing between the parties.
B6. Maintenance and Return
The Customer shall, at their own expense, keep the equipment in good repair, condition, and working order and return it to the Company at the end of the hire period in that condition (subject to reasonable wear and tear).
B7. Late Return
Where the Customer fails to return the equipment on time, the Company reserves the right to charge for each day the return is delayed at the agreed daily hire rate.
B8. Replacement Costs
If the equipment is damaged or lost, the Company may charge the Customer the full cost of repair or replacement.
B9. Insurance
The Customer shall maintain adequate insurance to cover the equipment against all usual risks of loss, damage, or theft for the full replacement value during the hire period. The Customer must name the Company as loss payee and provide proof of insurance upon request. The Company may procure insurance on the Customer’s behalf and recover premiums as a debt if the Customer fails to comply.
B10. Inspection Rights
The Company may inspect or require return of the equipment at reasonable times upon giving the Customer prior notice and shall be permitted reasonable access to the Customer’s premises for such purposes.
B11. Customer Obligations
The Customer shall use the equipment safely and only for lawful purposes. The Customer shall ensure competent use by authorised personnel. The Customer shall maintain it in good condition. The Customer shall not allow third-party possession or security interests. The Customer shall notify the Company immediately of damage or loss. The Customer shall permit access for recovery or inspection. The Customer shall indemnify the Company against all loss, costs or claims arising from misuse or breach.
B12. Termination & Consequences
Either party may terminate for breach, insolvency, or non-payment. Upon termination, the Company may recover the equipment immediately. All outstanding amounts become immediately due. Any costs for recovery or damage are chargeable to the Customer. Any further loss of revenue (up to hire period end) is recoverable as compensation.
Schedule 1 – Clarius-Specific Provisions
17.3 Software and Data Ownership
All rights, title, and interest in and to the Clarius software, including any improvements, customisations, and updates, shall remain the sole and exclusive property of Clarius. Nothing in these Terms shall be construed to grant IPRS Mediquipe or its Customers any ownership rights in the software or associated intellectual property. IPRS Mediquipe agrees that use of the software shall be limited to the licence provided by Clarius and only for the purposes and within the scope set out in the Order Form or other governing agreement.
17.4 Indemnity for Use of Clarius Software
IPRS Mediquipe shall indemnify and hold harmless Clarius from and against any and all claims, damages, liabilities, costs, and expenses (including legal fees) arising out of or related to (a) the unauthorised use of the Clarius software by IPRS Mediquipe or its Customers; (b) any breach of Clarius’ software licence terms by IPRS Mediquipe or its Customers; or (c) any claim that use of the software by IPRS Mediquipe or its Customers violates applicable laws or infringes the rights of any third party.
This Schedule is deemed to be incorporated into and to supplement the general Terms and Conditions where the supply of Clarius equipment and services is concerned.
Schedule 2 – Additional Customer-Specific Provisions
S2.1 Customisation and Integration Support
Where agreed, IPRS Mediquipe shall provide installation and integration support for Goods and Services supplied, in accordance with the agreed implementation plan. Any additional development or integration beyond the scope of the Order Form may be subject to a separate agreement and additional charges.
S2.2 Data Privacy and Processing
IPRS Mediquipe shall process any Customer Personal Data in accordance with applicable Data Protection Laws, acting as a Processor or Controller as determined by the circumstances and as further detailed in the Privacy Notice. Where IPRS Mediquipe acts as a Processor, it shall only process Personal Data in accordance with the Customer’s instructions and ensure appropriate technical and organisational measures are in place to protect such data.
S2.3 Escalation and Dispute Resolution
The parties agree to first attempt to resolve any dispute in connection with these Terms and Conditions through good faith discussions between senior representatives. If unresolved within 30 days, the matter shall be referred to mediation before resorting to legal proceedings in accordance with clause 13.8.
