Terms of service
Definitions
1.1 Company – Battery Accessories is the webshop for Philadelphia Scientific (UK) Limited. Philadelphia Scientific (U.K.) Ltd is a company registered in England and Wales with company number: 03380727
1.2 Customer – The person, firm or company who buys or agrees to buy the goods from the Company.
1.3 Conditions – The terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Company.
1.4 Goods – the articles, documents and methods/services which the Customer agrees to buy from the Company.
1.5 Contract/Order – a written instruction from the Customer, to purchase Goods from the Company.
1.6 Price – the net price for the Goods excluding carriage, packing, insurance, documentation, duties and Value Added Tax (VAT).
1.7 Dispatch date – the date specified by the Company when the Goods or parts of them are ready for dispatch.
1.8 Delivery date – the date specified by the Company when the Goods or parts of them are likely to be delivered.
1.9 Payment – funds which have cleared the bank of the Company.
Conditions Applicable
2.1 These Conditions shall apply to all Contracts/Orders for the sale of Goods by the Company to the Customer to the exclusion of all the other terms and conditions including terms and conditions which the Customer may purport to apply under any purchase order or similar document.
2.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
2.3 The Company shall have no liability in respect of the performance of any of its obligations if it is prevented or delayed in the performance of such obligations by acts, events, omissions or accidents beyond the reasonable control of the Company (“Force Majeure”)
2.4 All Orders for Goods and/or acceptance of delivery of the Goods shall be deemed conclusive evidence of the Customer’s acceptance of these Conditions.
2.5 Any variation of these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Company.
2.6 The Company reserves the right to correct typographical and clerical errors.
The Price and Payment
3.1 The Price shall be the Company’s quoted net price.
3.2 Quotations are subject to withdrawal at any time. 3
.3 The Price is exclusive of Value Added Tax (VAT) which shall be due at the rate ruling on the day of the Company’s invoice.
3.4 Payment of the Price and VAT shall be due upon despatch unless credit has been agreed in written form in advance.
3.5 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 5% above Bank of England base rate, and shall accrue at such a rate as well as before any judgement.
3.6 Notwithstanding the Conditions contained herein the Company reserves the right to apply a minimum order charge.
The Goods
4.1 The quantity and description of the Goods shall be as set out in the Company’s written quotation.
4.2 Any specification, drawing, publication and particulars issued by the Company are accurate, but the Company does not accept responsibilities for errors or for information which is found to be misleading. Suggestions for or descriptions of the end use or application of Goods or methods of working are for information only and the Company accept no liability in respect of thereof.
4.3 Before using the Goods supplied or manufactured by the Company the Customer must satisfy himself of their suitability.
Warranties & Liability
5.1 The Company warrants that the Goods will at the time of dispatch correspond to the description and quantity given by the Company. Except where the Customer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12) all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law or otherwise are excluded.
5.2 The Company reserves the right to amend the specification of any product in the interests of product improvement.
5.3 The Company’s liability for defective Goods shall be limited to replacing or repairing them free of charge on a return to base warranty.
Delivery of the Goods and Time
6.1 Any time quoted for delivery or completion are based on works condition at the date of tender and are subject to confirmation in written form on receipt of order.
6.2 Unless otherwise agreed in advance in writing delivery of goods shall be ex the Company’s premises.
6.3 All delivery dates given by the Company are estimates only and the time of the delivery shall not be of the essence of the contract. In no circumstances whatsoever shall the Company be liable to compensate the Customer in damages or otherwise for short delivery or non delivery or late delivery of the Goods or any of them for whatever reason or for any loss consequential or otherwise arising thereform. The Company shall be entitled to deliver the Goods in one or more consignments unless otherwise agreed in advance in writing by the Company. If delivery of any item comprised in the goods has not been made within thirty days of the estimated delivery date the Customer may cancel its order in respect of that item only by giving effective notice of cancellation in writing to the Company. Such notice shall be deemed effective only upon the receipt of such notice by the Company. If Goods for delivery in the UK do not arrive within 5 days from confirmation of the dispatch, the Customer must immediately notify the Company of non delivery. Failure to do so may cause claims by the Company to be rejected by the carrier, in which case the Customer may lose his right to claim.
Acceptance of Goods
7.1 The Customer shall be deemed to have accepted the Goods when the Customer or his representative signs the delivery document or, if no Customer representative is available to sign the delivery document, 24 hours after delivery to the Customer
7.2 After acceptance the Customer shall not be entitled to reject Goods which are not in accordance with the contract. General Terms & Conditions of Sales Version 1.5 – 01.06.2018
Retention of Title and Risk
8.1 No property in or title to the Goods shall pass to the Customer until the Company has received confirmed Payment in full of all sums which are due from the Customer to the Company in respect of any goods supplied under this or any other agreement now or in the future subsisting between them. As soon as Goods are ready/delivered for/to the Customer, the Goods shall be held at the risk to the Customer.
8.2 The Customer agrees that until Payment in full has been made for the Goods, the Customer shall act in fiduciary capacity as bailee of the Goods and shall keep the Goods properly stored on its premises, protected and insured and readily identifiable as the Goods of the Company.
8.3 The Customer’s right to retain possession of the Goods and to sell the same shall automatically terminate and the Customer shall deliver up the Goods to the Company upon the happening of any of the following events:-
8.3.1 If the Customer shall become insolvent;
8.3.2 On the appointment of a Receiver;
8.3.3 If the Customer shall fail to make payment for the Goods by the due date or shall otherwise be in breach of the terms of this agreement and the Company shall have served notice in writing terminating the Customer’s right of possession and sale;
8.3.4 If the Customer being a company or a sole trader or partnership as the case may be, shall do anything which would entitle any person as against the Customer and/or its assets to:-
8.3.4.1 Commence proceeding for recovery of debt or damages;
8.3.4.2 Issue execution (in all forms) or distress
8.3.4.3 Cause a statutory demand or bankruptcy petition or winding up petition to be served;
8.3.4.4 Present a petition for the appointment of an Administrator or apply for an Administration Order; or
8.3.4.5 Call a meeting for the purposes of the appointment of a liquidator.
8.4 The Customer grants to the Company an irrevocable licence to enter upon any premises where the Goods are stored or where they may be reasonably be thought to be stored for the purposes of:
8.4.1 Inspecting the same at any time and;
8.4.2 Upon termination of the right to possess the Goods, repossessing the same.
8.5 The Company shall be entitled to maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Customer.
8.6 Patents or other proprietary information remains the Company’s property.
Remedies of Customer
9.1 Where the Customer rejects any Goods then the Customer shall have no further rights whatever in respect of the supply to the Customer of such Goods or the failure by the Company to supply Goods which conform to the contract of sale.
9.2 Where the Customer accepts or has been deemed to have accepted any Goods then the Company shall have no liability whatever to the Customer in respect of those Goods.
9.3 The Company shall not be liable to the Customer for late delivery or short delivery or wrong delivery of the Goods.
Returned Goods
10.1 The Company has no obligation to take back Goods correctly supplied to the Customer against a valid Customer Order.
10.2 Goods may be accepted back only by prior agreement with the Company.
10.3 If the Company agrees to accept return of Goods the Customer shall at its own cost be responsible for arranging that such Goods are delivered in as new condition to the Company.
10.4 Goods specially ordered or manufactured for the Customer shall not be accepted for return.
10.5 In the event of an accepted return a re-stocking fee of 30% is applicable.
Sub Contracting
11.1 The Company shall be entitled to carry out its obligations under this Contract by Sub Contractors but shall be responsible for the quality of subcontractors’ work.
Health and Safety Notice
12.1 Notice is hereby given to the Customer that the instructions of use, cautionary notices, and other technical notices and information are supplied to the Customer with the Goods.
Notices
13.1 All written notices given by the Company to the Customer shall take effect 24 hours after being despatched by the Company in the normal cause of post to the Customer address shown overleaf.
Copyright
14.1 All copyright in the Conditions is and will continue to be vested in the Company.
14.2 All intellectual property rights (including copyright) in the Goods are and continue to remain vested in the Company and may not be used other than as specified in these Conditions.
Trade Marks
15.1 All proprietary rights in any trademarks and service marks, including logos ("Trade Marks") appearing are vested in the Company or third parties. Nothing herein shall be construed as granting any licence or right to use any Trade Mark for any purpose whatsoever.
Law
16.1 The contract shall be governed by and interpreted in accordance with English law and the Customer submits to the jurisdiction of the High Court of Justice in England but the Company enforce the contract in any Court of competent jurisdiction.
16.2 For international contracts 16.1 shall apply with exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980.