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1.  Definitions 
1.1 “The Buyer” means the purchaser of the Goods. 
1.2 “The Company” means ICBT (Medical) Company Limited, of Woodbury Old Farm, Camp Lane, Shelsley Beauchamp, Worcester, WR6 6RL, UK. Registered in England and Wales Number: 2376701
1.3 “The Conditions” means these terms and conditions of sale. 
1.4 “The Goods” means equipment for Veterinary / Animal health use as 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 in writing by both the Buyer’s Purchase order and Company’s Order Acknowledgement.

2. Entire Agreement 
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Company to the Buyer and supersede 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 offer by the Buyer to purchase the Goods pursuant to these Conditions. 
2.3 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing signed by an authorised signatory of the Company.

3. Price and Payment 
3.1 All prices are in GBP, Euro or USD, ex-works, exclusive of statutory VAT. Actually incurred packaging, shipping and transportation costs of the delivery are separately invoiced and payable by the buyer. All Customs duties, fees, taxes and other public charges, if any, are arranged and borne by the buyer. 
3.2 Payment of the Price and VAT shall become due within 30 days of the date of the Company’s invoice which will also be the product despatch date. Any changes to payment terms must be agreed in writing with the Company prior to placement of a purchase order by the buyer. 
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 4% above base rate of The Bank of England. 
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 reasonable control of the Company (including without limitation foreign exchange fluctuations taxes and duties and increases in the manufactures costs). The company will endeavour to avoid this situation where possible. 
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 despatch of future orders until it receives payment in full.

4. Confidentiality 
4.1 Each party will use its reasonable and required efforts to protect the other party's confidential information applying at least the same standard of care that applies to its own confidential information but in no event less than the usual and customary care as applied to the protection of similar confidential information. Each party will ensure that its employees, agents and contractors observe this confidentiality provision. 
4.2 The obligation to keep the exchanged information secret pursuant to para. 1 above does not apply if and to the extent a. the respective party has been released from this obligation by express and written approval of the other party; or b. the information was already known to the other party before the disclosure of the information by Company or the Buyer and the other party was notified thereof without undue delay; or c. the information is or becomes public knowledge by way of publication or otherwise; or d. the information is disclosed to Company or the Buyer other than directly or indirectly by the other party; or e. the information is disclosed to authorities due to applicable provisions. 
4.3 Each party's obligation to protect the other party's confidential information expires ten (10) years after the date of the conclusion of the respective contract. 
4.4 At the other party's request, the party receiving the confidential information has to return or destroy any and all documents and Documentation containing confidential information as defined above as well as any and all copies thereof within a reasonable period of time and at the other party's expense if in compliance with statutory provisions on the preservation of records. In case of documents that cannot be handed over and that contain confidential information, such as hard disks or the like, the receiving party has to delete or otherwise destroy the respective documents. At the other party's request, the receiving party will promptly notify the other party of the return, deletion and/or destruction of any and all documents and papers in accordance with the above obligation. 
4.5 The provisions of this section do not apply to the extent the parties have otherwise agreed upon in writing.

5. Account Facilities 
5.1 Account Facilities are set up solely at the Company’s discretion on receipt of trade and credit references. 
5.2 The Company reserves the right to refuse or withdraw Account Facilities without reason at any time.

6. Delivery 
6.1 Goods will be delivered under incoterms either Ex-works, FCA, CPT or DAP. The buyer will be liable for customs import clearance and payment of all customs charges, fees, VAT and product duties and all associated costs 
6.2 Delivery will be to the Buyer’s premises or its nominated address or customs location; and risk shall pass to the Buyer on delivery. 
6.3 The Buyer may elect to collect the Goods from the Company premises or arrange for its own carrier to collect the Goods from the Company premises and risk shall pass to the Buyer on such collection from the Company’s premises. 
6.4 The Company may elect to deliver the Goods comprising the Order by separate instalments. 
6.5 The Company shall endeavour to deliver the Goods to the timescale(s) set out in the Order, but those dates are not intended to be binding upon the Company unless agreed in writing by the Buyer and Company. 
6.6 The Buyer agrees to inspect the Goods on delivery and to notify the Company in writing within 5 working days of delivery of any shortfall in delivery or incorrect or damaged Goods.
6.7 The information provided by the Company with regard to the product or its performance (eg. Weights, dimensions, tolerances, drawings, descriptions etc..) are intended as approximate. They are not warranted characteristics of the quality but descriptions. Deviations due to improvements or replacement components for comparable parts are permissible unless they affect the usability for the contractually intended purpose.

7. Limitation of Liability 
7.1 The Buyer shall inspect the Goods on delivery and within 5 working days notify the Company of any alleged defect, damage or failure to comply with description or sample and shall afford the Company the opportunity to inspect any Goods the subject of such notification. On request a sample of the alleged defective product will be returned to the Company. The Company must agree with the claim before any further actions will be taken. If there is a dispute the Company will send the alleged product for evaluation by an independent third party who it will choose at its sole discretion. 
7.2 If the Buyer fails to comply with the provisions in 7.1 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 on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods. 
7.3 In the event of a product fault, failure or recall which has been agreed in writing by the company. The company will arrange collection of the faulty product from the original location of delivery as stated on the purchase order at its expense. It will be the buyer’s responsibility and expense to return the items to the original delivery location and make the goods ready for collection. 
7.4 If the Goods are not in accordance with the contract for any reason the Buyer’s sole remedy shall be limited to the Company making good any shortage or replacing such Good’s with delivery to the original delivery location as noted on the Purchase Order or if the Company elects by refunding a proportionate part of the Price. 
7.5 The buyer must grant the company the required period of time and opportunity to conclude 7.2 & 7.3 & 7.4. 
7.6 The Company shall be under no liability whatsoever to the Buyer for any loss of profit, 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. 
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 in connection with the performance or contemplated performance of the Order, shall be limited to the Price for the Order.

8. Cancellation 
8.1 The Buyer may only cancel or modify an Order with good cause and in writing to the Company. 8.2 The company is entitled to, and the Buyer agrees to pay all costs incurred and committed relating to the Order, at the time of cancelling the Order.

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 9.1 the Buyer shall: 
9.2.1 Hold the Goods and each of them on a fiduciary 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 to by the Company, to produce a copy of such insurance policy. 
9.3 Notwithstanding that property in any of the Goods has not passed from the Company, the Company shall be entitled to recover the Price and VAT.

10. Licences and Certificates and product use 
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. 
10.2 It will be the buyer’s responsibility to ensure compliance with all local product regulations, registrations, and applicable law in the country of delivery and all subsequent locations the product may be moved to unless agreed in writing with the company. Any specific requirements must be notified in writing by the buyer and agreed by the company. 
10.3 It will be the buyer’s responsibility to ensure compliance with the product and its intended use including compatibility with the buyers’ products.

11. Notices 
11.1 All notices must be delivered in writing to the addresses as noted on the Buyer and Companies registered address.

12. Assignment 
12.1 The Company may licence or sub-contract (including manufacture) all or any part of its rights and obligations under these Conditions without the Buyer’s consent.

13. Force Majeure

Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party.

14. Patents Copyright and intellectual Property 
14.1 The Buyer shall not be entitled to use the trademarks, logos, copyright or other intellectual property rights of the Company or any supplier of the company other than for express delivery of this contract.

15. Buyers duty to cooperate 
15.1 The buyer must notify the Company without undue delay if it becomes aware that products possibly infringe property rights of third parties. 
15.2 Should the buyer obtain knowledge of incidents affecting the Companies products, they must report the incident without undue delay. The buyer shall consult the company with regard to the measure and response regarding the incident 
15.3 The buyer is not entitled to notify third parties or the public of incidents occurring in connection with the Companies products without prior consultation unless required to by law.

16. Indemnification 
16.1 The buyer undertakes to indemnify the company against any and all third-party claims resulting from (a) a damage to the products during handling, storage and use of the products by the buyer and / or (b) the improper use of the products unless the damage was caused by a defect of the product when supplied. 
16.2 The Buyer is obligated to take out a liability insurance with an adequate insured sum for third party damages caused by the improper storage and / or use of the products.

17 Jurisdiction
17.1 The validity, construction and performance of these Conditions shall be governed by English Law. 
17.2 All disputes arising out of these Conditions shall be subject to the exclusive jurisdiction of the courts of England and Wales


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