1. DEFINITIONS
1.1 “Seller” means Artemis Medical Limited whose Registered Office is Butterly Avenue, Questor Business Park, Dartford, Kent, DA1 1JG
1.2 “Buyer” means any person firm or company placing an order with the Seller.
1.3 “Goods” means all items included in the Buyer’s order.
1.4 “Contract” means the contract between the Seller and the Buyer for the supply of the Goods to the Buyer subject to these conditions
1.5 “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller

2. FORMATION OF CONTRACT
2.1 The Contract shall be formed by the Seller’s acceptance (however made or communicated) of the Buyer’s order and shall be subject to these Conditions.
2.2 These Conditions are the sole terms and conditions of any sale by the Seller to the Buyer.

3. QUOTATIONS AND SAMPLES
3.1 The prices quantities and delivery times stated by the Seller are not binding on the Seller although the Seller takes all reasonable efforts to achieve these commercial estimates.
3.2 Any samples given by the Seller correspond with the Goods as far as is reasonably possible however this is not a sale by sample and the samples are not to be treated as forming part of the Contract.

4. ORDERS
4.1 Orders are accepted by the Seller subject to availability of product. The Seller reserves the right to decline/accept any order.

5. DELIVERY
5.1 Goods shall be delivered by a method of transport the Seller considers suitable to the address requested by the Buyer.
5.2 The Seller shall not be liable to the Buyer for any loss or damage whether direct indirect or consequential if it is delayed in part or in whole in delivering the Goods.
5.3 If the Buyer refuses to take delivery of the Goods within the Buyer’s normal working hours on the date of delivery the Seller may store the Goods at the Buyer’s risk and the Buyer shall be responsible for all costs and expenses of storage and additional carriage incurred.
If after 14 days the Buyer fails to take delivery of the Goods the Seller may rescind the Contract and sell the Goods to a third party. Any costs incurred by the Seller or losses made against the contract price in the resale of the Goods will be borne by the Buyer and payable on demand
5.4 The Buyer must inspect all Goods immediately on delivery. If any Goods are damaged or lost the Buyer must notify the Seller within seven days of the delivery of the Goods. Claims made outside this period will have no validity.

6. RISK
6.1 Except as otherwise provided in these Conditions of Sale the risk of loss or damage to the Goods passes to the Buyer upon delivery.
6.2 The Buyer shall insure the Goods from the time that risk passes.

7. PRICE
7.1 The price payable for the Goods is as stated in the Seller’s price list unless otherwise stipulated in writing by the Seller.
7.2 The price quoted is exclusive of Value Added Tax but inclusive of delivery charges (for orders less than £50 however delivery charges will apply).
7.3 The Seller may at any time increase the price payable for the Goods by an amount equal to the increase in the Seller’s costs in carrying out its obligations under the Contract (limited to an increase in the manufacturers cost). Where delivery is by instalments the Seller shall be entitled to increase the price as stated in this clause in respect of any Goods undelivered at that time.

8. PAYMENT
8.1 If the Seller has agreed in writing to grant the Buyer credit facilities the Contract Price shall be paid within 30 days of the date of the invoice.
8.2 If no credit facilities have been agreed the contract price shall be paid on or before delivery of the Goods.
8.3 In the case of late payment the Seller reserves the right to charge interest at a daily rate equivalent to 4% per annum above the base rate of Barclays Bank Plc from time to time in force on the balance outstanding until payment is made in full.

9. RETENTION OF TITLE
9.1 Title to the Goods remains with the Seller until payment has been received in full for the Goods, and any other goods supplied by the Seller to the Buyer.
9.2 The Buyer shall not assign, lease, charge or grant rights to third parties over the Goods until they have been paid for by the Buyer.
9.3 If the Buyer fails to pay the Seller in full when due, makes arrangements with its creditors, has a bankruptcy order made against him or, being a company, enters into voluntary or compulsory liquidation or has an administrator or administrative receiver or receiver appointed over all or part of its assets or takes or suffers any similar action in consequence of debt or becomes insolvent the Seller shall have the right without prejudice to any other remedies to:-
a) enter without prior notice any premises where Goods owned by it may be and to repossess and dispose of any Goods owned by it so as to discharge any sums owed to it by the Buyer under this or any other contract;
b) to require the Buyer not to resell or part with possession of any goods owned by the Seller until the Buyer has paid in full sums owed to the Seller under this or any other contract, and
c) to withhold delivery of any undelivered Goods. Unless the Seller expressly elects otherwise, any contract between it and the Buyer for the supply of Goods shall remain in existence notwithstanding any exercise by the Seller of its rights under this clause.
9.4 The Buyer hereby irrevocably licences the Seller to enter any premises occupied by the Buyer where the Seller reasonably believes Goods owned by it are stored at any time to inspect and/or remove such Goods.

10. WARRANTIES
10.1 Subject to paragraphs 2, 3, 4, 5 and 6 of this clause the Seller warrants that the Goods shall on delivery:
a) conform as to description and quantity with the particulars stated in the Seller’s invoice for the Goods.
b) be of sound materials and workmanship.
10.2 The warranties contained in sub-clauses a) and b) of paragraph 10.1 of this clause shall only apply if the Buyer shall give notice in writing to the Seller addressed to it at Butterly Avenue, Questor Business Park, Dartford, Kent, DA1 1JG of any matter by reason whereof he may allege that the Goods are not in accordance with the Contract. Such notice shall be given in respect of any complaint arising in respect of the warranty contained in sub-clause a) of paragraph 10.1 of this clause, within seven days of delivery of the Goods to the Buyer and in respect of any complaint arising in respect of the warranty contained in sub-clause b) of paragraph 10.1 of this clause, within six months of delivery of the Goods to the Buyer.
10.3 If the Seller shall so require, after receiving notice in writing from the Buyer of any alleged matter by reason whereof the Goods are not in accordance with the Contract, the Buyer shall return the Goods to such place as the Seller shall specify and the transit of the Goods to and from such place shall be at the Buyer’s expense and risk.
10.4 If it is proved to the Seller’s satisfaction that the Goods are not in accordance with the Contract, the Seller’s sole obligation under the warranties contained in paragraph 10.1 shall at the seller’s option in respect of any short quantities be to make up any such short quantities or to give credit therefore and in respect of any such other warranty, be to repair the faulty Goods or replace them with goods of the same kind or to give the Buyer credit for the faulty Goods.
10.5 The warranties covered in paragraph 10.1 of this clause shall not cover any faults caused by accident, misuse, neglect, tampering with the Goods or any part thereof or any attempt at adjustment or repair by any person other than the Company’s agent or representative.
The warranties contained in paragraph 10.1 of this clause are given in lieu of and to the exclusion of all other conditions, warranties and representations as to the Goods design, specifications, performance, quality or fitness for any particular purpose thereof whether express or implied (by statement or otherwise) and neither the Seller nor its servants or agents shall be liable whether in contract, tort or otherwise for any loss, damage or expense, whether to person or property, howsoever caused, whether direct, indirect or consequential, suffered by the Buyer his servants or agents or any third party arising out of or in connection with the Contract or the Goods.

11. SET-OFF
No claims arising out of or in respect of the Contract or any other contract between the parties shall excuse the payment of the Contract Price when due and no right of set-off shall exist in favour of the Buyer.

12. FORCE MAJEURE
The Seller shall not be liable to the Buyer for any loss or damage caused to or suffered by the Buyer as a direct or indirect result of the supply of the Goods by the Seller being prevented, restricted, hindered or delayed by reason of any circumstances outside the control of the Seller including but without limitation, fire, labour dispute, flood, act of God or any circumstances affecting the provision of any of the Goods or part thereof by the Seller’s usual source of supply.

13. CANCELLATION OF CONTRACT
13.1 The Contract once placed and accepted cannot be cancelled except with the Seller’s written consent and on the terms that will indemnify the Seller against any loss incurred thereby. Where the Buyer returns the Goods without the Seller’s consent other than under the provisions of these Conditions they will not be accepted for credit.
13.2 If the Buyer defaults in complying with any of these Conditions or those of any other Contract between the Seller and the Buyer or in the event of the Buyer becoming bankrupt or being a company, if an order shall be made or resolution passed for the winding-up of the Buyer (except for the purpose of an amalgamation or reconstruction only), or if a receiver shall be appointed of any of the Buyer’s property or if distress or execution shall be levied against the Buyer or if the Buyer should stop payment or shall cease to carry on business or threaten to cease to carry on the same or is deemed to be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if the Buyer shall make any arrangement or composition with creditors, the Seller may refuse to make any further deliveries (if any) under the Contract and may without prejudice to any other rights to which it shall then be entitled, cancel the Contract without notice, and in the event of such cancellation any deposit paid by the Buyer to the Seller shall thereupon be forfeited.

14. PROPER LAW
This contract shall be governed by English Law and by entering into the Contract the parties submit to the jurisdiction of the English Courts.

15. SEVERANCE
If any part of this Contract is ineffective under the law by prohibition or non conformity or formality, it will be deemed to be deleted or alternative to the extend required to insure that the remainder of the contract is unaffected”.