The UK's Podiatry Product Specialist

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Terms and Conditions

Terms and Conditions of Sale In these conditions “COMPANY” means Canonbury Products Ltd.; “CUSTOMER” means the person, department, firm, company or organisation who received the COMPANY’S goods or to whom the COMPANY’S quotation or invoice or acknowledgement of order is addressed; “GOODS” mean the products or services supplied by the COMPANY to the CUSTOMER.

1) Conditions (a) The placing of an order with the COMPANY shall constitute unqualified acceptance of these terms unless otherwise agreed in writing.

(b) GOODS supplied by the COMPANY are subject to these terms.

(c) If there is a conflict with the CUSTOMER’S conditions and warranties the COMPANY’S terms shall prevail unless agreed in writing in advance by a Director of the COMPANY.

2) Costing/Prices (a) Quotations where given are without commitment and no contract between the COMPANY and the CUSTOMER shall arise unless and until the COMPANY has accepted in writing the CUSTOMER’S order whether placed on the COMPANY’S quotation or otherwise. (b) Quotations are valid for a period of 60 days only. All stock holding positions are given at the time of quotation and are liable to fluctuation. (c) Prices are subject to alteration without previous notice. All GOODS will be charged at the price ruling at the date of order. (d) Prices quoted are exclusive of VAT which will be charged at the current applicable rate at the time of despatch.

3) Delivery (a) The COMPANY aims to despatch all orders received before 3pm on the same day by either First Class post or a next day courier service. Orders received after 3pm will be despatched the following day. The COMPANY does not guarantee to provide a same day despatch/next day delivery service. (b) The COMPANY takes no responsibility for non-arrival, short delivery or damage of any GOODS, unless notified in writing within 5 working days of receipt of invoice, and/or date of placing the order. (c) The COMPANY will endeavour to deliver the quantity of GOODS ordered by the CUSTOMER. The CUSTOMER may not reject the GOODS or part because of short delivery. (d) The COMPANY may invoice the CUSTOMER for its reasonable additional costs (including storage) arising from any variation or delay in delivery occasioned by the CUSTOMER’S instructions or default. Clause 6 shall apply to such costs. (e) The COMPANY may deliver the GOODS by installments and in such cases any failure or defect in delivery of any one or more installments shall not entitle the CUSTOMER to repudiate the order as a whole nor to cancel subsequent installment(s). (f) Subject to Clause 3)(g) below carriage will be free of charge with internet orders over £50.00 nett value and for all other orders over £100 nett value. Delivery charges for all other orders will apply. These conditions apply only to mainland UK accounts. (g) All orders for heavy items, regardless of value, i.e. equipment etc, will be subject to a delivery charge. (h) Equipment deliveries carried out by our own personnel will be subject to a site survey prior to delivery. The COMPANY reserves the right to refuse to make deliveries if the safety of its employees, members of the public or employees of the CUSTOMER is felt to be at risk.

4) Examinations (a) The CUSTOMER shall immediately upon delivery examine the GOODS and shall notify the COMPANY in writing of any apparent damage, defect or shortage within 48 hours following delivery. Any claims will be subject to documentary and physical verification. (b) Any other claims must be made by the CUSTOMER to the COMPANY within 5 working days of such claim becoming apparent and in any event within 1 month of delivery.

5) Payment (a) Orders placed by all non-UK customers will be subject to payment in advance of despatch (i.e. by Proforma Invoice). (b) Unless otherwise agreed in writing by the COMPANY, payment is due at our offices 30 days from the date of invoice ("the DUE DATE"). Time is of the essence for payment. (c) If payment is not made by the DUE DATE the COMPANY may at its discretion (without prejudice to any other rights) charge interest on any unpaid amount at the daily equivalent rate of 5% per annum above Barclays Bank plc base rate and/or refer the debt to a third party for collection. The COMPANY reserves the right to charge interest under The Late Payment of Commercial Debts (Interest) Act 1998. (d) Credit terms are discretionary and may be withdrawn by the COMPANY at any time.

6) Title and Risk (a) GOODS shall be at the risk of the CUSTOMER from the time of delivery to the CUSTOMER. (b) Title in the GOODS shall pass to the CUSTOMER when the COMPANY receives full payment of:

[i] the price of the GOODS; and [ii] all other sums owed by the CUSTOMER to the COMPANY.

Until that date the CUSTOMER shall hold the GOODS as a fiduciary for the COMPANY and shall store and mark the GOODS so that they are readily identifiable as the property of the COMPANY and shall not mix them with any other GOODS; provided however that the CUSTOMER may sell the GOODS to third parties in the ordinary course of its business, (c) If,

[i] The COMPANY notifies the CUSTOMER that:

(1) the CUSTOMER is in default for more than 7 days in the payment of any sum due to the COMPANY; or (2) it has bona fide doubts as to the solvency of the CUSTOMER; or

[ii] any of the events referred to in Clause 12(b)-(c) occurs; or [iii] any order is terminated for any reason then the CUSTOMER’S rights to deal with GOODS, property in which remains with the COMPANY in the ordinary course of business, shall terminate and the COMPANY shall be entitled; to repossess the COMPANY’S GOODS and [iv] to be paid any sums which the CUSTOMER may hold as its fiduciary.

(d) For the purposes of repossessing the GOODS or establishing that the CUSTOMER has complied with the terms of this Clause, the COMPANY shall be entitled to enter any premises or vehicles in the occupation of the CUSTOMER or to which the CUSTOMER has access, where the COMPANY’S GOODS may be believed to be. The CUSTOMER shall facilitate such access and repossession. (e) The CUSTOMER shall not pledge or allow any lien or charge to arise over the COMPANY’S GOODS or the documents of title and shall only deal with them in the ordinary course of business.

7) Returns (a) GOODS being returned for credit or exchange will not be accepted without prior agreement. Account number, document number, product code and serial number (where applicable) must be stated, otherwise full credit including VAT cannot be given. GOODS being returned due to no fault of the COMPANY will incur a handling charge of 15% (minimum). (b) Imperfect GOODS will be replaced, repaired or credited at the discretion of the COMPANY. Please ensure that you supply a cover letter stating the defect. (c) Orders for GOODS not listed in our catalogue or which are of a special order nature cannot be returned, if supplied correctly. (d) GOODS must be returned within 21 days of the original order date. (e) All returned GOODS must be in resaleable condition as deemed by the COMPANY.

8) Warranty (a) The COMPANY warrants GOODS sold against defects of materials or workmanship for a period of 12 months from the time of delivery. Any alleged defect must be notified to the COMPANY in writing as soon as possible and if the defect is proved to be due to defective materials or workmanship prior to delivery the COMPANY agrees to repair/replace the GOODS at its option free of charge except where the responsibility is established to be against another manufacturer’s warranty in which case the COMPANY will exert its best endeavours to secure benefit of that warranty for the CUSTOMER. No GOODS with alleged defects should be returned to the COMPANY without written authority of the COMPANY in accordance with Clauses 7(a) & (b) and where this is forthcoming such GOODS to be returned at the CUSTOMER’S risk and expense which the COMPANY may credit at its discretion. (b) Such repair or replacement will be the absolute limit of the COMPANY’S liability and the COMPANY will not be liable in any circumstances whatsoever for loss or damage of any kind suffered by the CUSTOMER or any Third Party. (c) The COMPANY does not warrant that the GOODS will be fit for the CUSTOMER’S specific purpose(s) unless exact details of such purposes have been completely specified and then agreed in writing prior to the COMPANY’S acceptance of the CUSTOMER’S order.

9) Liability (a) The COMPANY shall not be liable for any loss arising from the fact that the CUSTOMER is not suitably qualified to supply, operate or otherwise use the GOODS. (b) Subject to Clause (e) below, the COMPANY’S entire liability in respect of any act or omission as referred to in Clause 4 or as otherwise arising under this Agreement will be limited in respect of each such claim or series of claims to

[i] The maximum sum insured by the COMPANY under its Public and/or Product Liability Insurances in respect of physical damage to or loss of tangible property; and [ii] In the case of any other permitted claim under this Clause to the total fee payable under this contract.

(c) The COMPANY excludes to the fullest extent permitted by law all warranties conditions or other terms implied by statute or common law save that nothing in this Clause 9 shall adversely affect the statutory rights of the CUSTOMER if acting as a consumer. (d) Except in the event of death or personal injury caused by the COMPANY’S negligence, the COMPANY will not be liable to the CUSTOMER in any way whatsoever (and this will include any losses as a result of failing to deliver under Clause 4 above), whether that be under contract, tort or otherwise, for any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation (even if due to our negligence) that the COMPANY suffer as a result of the supply of the goods or their use or re-sale. (e) In any event the COMPANY will not be liable for any breach of this contract if the breach is caused by an event beyond the COMPANY’S reasonable control. (f) All GOODS supplied by the COMPANY are intended to be used by suitably qualified persons.

10) Indemnity The CUSTOMER shall indemnify the COMPANY against all actions, claims or demands by Third Parties whether in tort or otherwise howsoever arising directly or indirectly in connection with the use, functioning or state of the GOODS (or in connection with the performance of services).

11) Product Specification and Development Product development and improvement is under continual review by the COMPANY and its suppliers. The COMPANY reserves the right to make alterations, improvements and to discontinue products without prior notice.

12) Termination Without prejudice to any other rights and remedies, the COMPANY shall be entitled to terminate any order if,

(a) The CUSTOMER is in breach of any of the terms or purports to cancel any order between the COMPANY and the CUSTOMER; and/or (b) The CUSTOMER is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any statutory modification or re-enactment thereof; and/or (c) Any step, action, application or proceeding is taken by or in respect of the CUSTOMER in relation to the whole or any part of its undertaking for;

[i] a voluntary arrangement or composition or re-construction of its debts; [ii] winding up, dissolution, administration, receivership (administrative or otherwise) or bankruptcy.

(d) Any event occurs or step, action, application or proceeding is taken by or with respect to the CUSTOMER in any jurisdiction to which it is subject which has an effect equivalent or similar to any of the events mentioned in sub-Clauses 12(c) (i) and (ii) above. If the COMPANY terminates any order as a result of this Clause, without prejudice to its other rights, any sums outstanding in respect of that order shall be immediately payable. Customer’s Responsibilities (e) The CUSTOMER shall co-operate fully in any product hold or recall campaign organised by the COMPANY and assist the COMPANY in recovering affected GOODS and their sale to third parties. (f) All information received by the CUSTOMER from the COMPANY in respect of the COMPANY'S business shall be deemed to be confidential and the CUSTOMER shall not use or disclose such information without the COMPANY'S express authorisation unless it is publicly known (otherwise than by breach of this obligation).

13) Customer’s Responsibilities (a) The CUSTOMER shall co-operate fully in any product hold or recall campaign organised by the COMPANY and assist the COMPANY in recovering affected GOODS and their sale to third parties.

(b) All information received by the CUSTOMER from the COMPANY in respect of the COMPANY'S business shall be deemed to be confidential and the CUSTOMER shall not use or disclose such information without the COMPANY'S express authorisation unless it is publicly known (otherwise than by breach of this obligation).

(c) The CUSTOMER shall ensure that they do not offer for resale medical products (including, but not limited to, Vasyli branded products; Pharmacy products; Prescription Only Medicine products) through their own or third party (e.g. eBay, Amazon etc.) internet sites without first seeking appropriate authorization from the COMPANY.

14) Force Majeure The COMPANY shall not be liable in any way for loss, damage or expense arising directly or indirectly from any failure or delay in performing any obligation under these Terms caused by any circumstance beyond its reasonable control, which shall be deemed to include without limitation industrial action, trade disputes, strikes, lockouts, whether or not the COMPANY or the CUSTOMER are directly involved, Act of God, explosion, flood, tempest, fire or accident, war, threat of war, civil disturbance, power failure or breakdown in machinery, Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.

15) Disputes If any dispute arises in connection with this Agreement, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing ("ADR notice") to the other party to the dispute requesting a mediation. A copy of the request should be sent to CEDR. The mediation will start not later than 30 days after the date of the ADR notice. No party may commence any court proceedings OR arbitration in relation to any dispute arising out of this agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay

16) Waiver No waiver by the COMPANY or any breach of the CUSTOMER'S obligations hereunder shall constitute a waiver of any other prior or subsequent breach or obligation and the COMPANY'S rights shall not be affected by any delay, failure, forbearance or omission in enforcing any obligation of the CUSTOMER.

17) Survival of Provisions Any of these Terms which are intended to have effect after the date of expiration or determination of this contract shall survive such expiration or determination howsoever arising.

18) Severability (a) The partial or complete invalidity of any of these Terms shall not affect the validity of any others. (b) All remedies available to either party for breach of contract are cumulative and may be exercised concurrently or separately.

19) Proper Law This contract shall be subject to English Law.

20) Notices Unless otherwise agreed in writing, all notices required to be given by the CUSTOMER to the COMPANY in respect of this contract shall not be effective unless in writing and sent to the COMPANY at its address given below. Notices may also be given by fax confirmed by first class post on the date of transmission.

21) Headings The headings to these Terms are for convenience of reference only and shall have no effect on the construction of the Terms.

Canonbury Products Limited, Warwick House, St James Road, Brackley, Northants NN13 7XY Tel: (+44) 01280 70 66 61 Fax: (+44) 01280 70 66 71 VAT Registration No. GB 393 7861 02    Company Registration 1703228