FCL Health Solutions Limited
Terms & Conditions of Sale
1.1 ‘The Buyer’ means the purchaser of the goods
1.2 ‘The Company’ means FCL Health Solutions Limited and it’s trading names including ‘Apex Surgical’ and ‘Filler World’
1.3 ‘The Conditions’ means these terms and conditions of sale
1.4 ‘The Goods’ means pharmaceutical, cosmetic, medical, surgical and other products supplied in the normal course of business by the Company to the Buyer 1.5 ‘The Order’ means an order for the Goods addressed to the Company in accordance with these Conditions
1.6 ‘The Price’ means the Order Price for the Goods being either the relevant list price, the contract price or the agreed price confirmed by the Company and the Buyer
2 Entire Agreement
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Company to the Buyer to the exclusion of all other terms and conditions, including any terms and conditions which the Buyer may purport to buy under including any purchase order, confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an o er by the Buyer to purchase the Goods pursuant to these Conditions
2.3 There are no variations of these Conditions
3 Price and Payment
3.1 The Price is exclusive of VAT which shall be due at the rate ruling on the date of the VAT invoice.
3.2 Payment of the price and VAT shall become due within 30 days of the date of the Company’s invoice and timely payment is paramount.
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at the rate of 5% above the base rate of Barclays Bank PLC.
3.4 The Company reserves the right to increase the Price by written notice to the Buyer between the order acknowledgement for the Goods and the dispatch date
to reflect any increase in the cost to the Company which is due to factors occurring after the Buyer’s order is acknowledged which are beyond the control of the Company (including without limitation fluctuation in foreign exchange taxes, duties and rates and increases in manufacturer’s costs).
3.5 The Company reserves the right to charge a fee for delivery, postage and packaging, which will be itemised on the Buyer’s invoice.
3.6 Overdue payments shall entitle the Company to:
3.6.1 Terminate the contract or any other Order with the Buyer, or
3.6.2 Suspend delivery until it receives payment in full.
4 Exchange of Goods and Returns
4.1 The Company shall its discretion consider requests for exchange or return of Goods only within 30 days of delivery of the Goods
5 Account Facilities
5.1 If the buyer does not have a credit facility (Account Facility) with the Company:
5.1.1 Payment may be made by Bank transfer, cheque or credit card; and
5.1.2 The Company reserves the right to require payment in full prior to delivery
5.1.3 Where payment is tendered by cheque, the Company shall not be bound to deliver the Goods until the Company has received cleared funds.
5.2 If the Buyer has an Account Facility and chooses to make a payment by credit card, the Company reserves the right to levy an administration charge. 5.3 Account Facilities are set up solely at the Company discretion on receipt of trade and credit references.
5.4 The Company reserves the right to refuse or withdraw Account Facilities without reason at any time.
6.1 Unless notified otherwise by the Buyer the Goods will be delivered by the Company to the Buyers premises or its nominated address; risk shall pass to the Buyer on delivery.
6.2 Where the Buyer requires urgent delivery of Goods forming an Order or part of an Order then the Company reserves the right to make a reasonable delivery charge for such delivery.
6.3 The Company may elect to deliver the Goods comprising the Order by separate instalments.
6.4 The Company shall endeavour to deliver the Goods under realistic and achievable time-scales but those dates are not binding upon the Company.
6.5 The Buyer agrees to inspect the Goods upon delivery and to notify the Company immediately in writing (email acceptable) within 24 hours of delivery any shortfall in delivery or any incorrect or damaged Goods.
7 Limitation of Liability
7.1 All terms, conditions and warranties (implied or otherwise) whether by the Company or its agents or representatives relating to the quality and/or fitness for purpose of the Goods or any of the Goods are excluded.
7.2 The buyer shall inspect the Goods on delivery and within 24 hours notify the Company of any alleged defect, damage or failure to comply with description and shall afford the Company the opportunity to inspect the Goods subject to such notification. If the buyer fails to comply with these provisions then the Goods shall be conclusively presumed to be in accordance with the Order and free from any defect or damage that would be apparent upon a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
7.3 If the Goods are not in accordance with the contract for any reason the Buyers sole remedy shall be limited to the Company making good any shortage or replacing such Goods or if the Company elects
7.4 The Company shall be under no liability whatsoever to the Buyer for any loss of pro t, loss of use, loss of revenue or any indirect or consequential loss suffered by the Buyer arising out of a breach by the Company of these Conditions provided that nothing in these Conditions shall restrict or exclude liability for death or personal injury caused by the negligence of the Company.
7.5 Given the specialised medical uses of the Goods, the Company shall be under no liability to the Buyer in respect of the particular suitability of any of the Goods for any medical use.
7.6 From time to time the Company may provide the Buyer with promotional material relating to the Goods and makes no warranty of the accuracy of the material.
7.7 To the extent permitted by law the Company’s total liability in contract tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising out of the performance or contemplated performance of the Order, shall be limited to the Price for the Order.
8.1 The Buyer may only cancel an Order at the Company’s sole discretion.
8.2 The Company reserves the right in its discretion, to charge the Buyer an appropriate handling fee of the aggregate Price for an agreed Order cancellation.
9 Retention of Title
9.1 Property in the Goods shall pass when:
9.1.1 The Buyer has paid the Price and VAT in full, and
9.1.2 No other sums whatever are due to the Company
9.2 Until property in the Goods passes to the Buyer in accordance with Clause 8.1, the Buyer shall:
9.2.1 Hold the Goods and each of them on a duciary basis as bailee for the Company
9.2.2 Store the Goods (at no cost to the Company) separately from all other goods in its possession
9.2.3 Clearly identify them as the Company’s property.
9.2.4 Upon request deliver up such of the Goods as have not ceased to be in existence or resold, to the Company and if the Buyer fails to do so, the Company may enter upon the Buyer’s premises and repossess the Goods.
9.2.5 Insure and keep insured the Goods to the Price against ‘all risks’ to the reasonable satisfaction of the Company; and
9.2.6 Whenever requested by the Company, to produce a copy of such insurance policy.
10 Licences and Certificates
10.1 By making an Order, the Buyer warrants that it is in possession of all current licences or certificates or any other requisite documentation to receive and deal in the Goods.
11.1 Any Notices pursuant to the Conditions shall be sent to the Company (FCL Health Solutions Ltd, Hawthorns House, Halfords Lane, Smethwick, West Midlands B66 1DW) or the Buyer at the address notified to the Company from time to time.
12.1 The Company may licence or sub-contract all or any part of its rights and obligations under these Conditions without the Buyer’s consent.
13 Force Majeure
13.1 Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, re, flood, drought, tempest or other event beyond the reasonable control of either party.
14.1 The validity, construction and performance of these Conditions shall be governed by English Law.
14.2 All disputes arising out of these Conditions shall be subject to the exclusive jurisdiction of the courts of England and Wales.