Terms And Conditions

1    Definitions and interpretation

In these terms and conditions (the “Terms and Conditions”) the following words shall have the following meanings:

Affiliate    means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

Applicable Law    means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;

Business Day    means a day other than a Saturday, Sunday or bank or public holiday when banks are open for non-automated business in England;

Confidential Information    means any commercial, financial or technical information, information relating to the Deliverables, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential;

Contract    means this agreement between You and Us for the sale and purchase, and maintenance (where applicable) of the Deliverables;

Data Protection Laws    means the UKGDPR, the Data Protection Act 2018, any laws which implement any such laws; and any laws that replace, extend, re-enact, consolidate or amend any of them;

Deliverables    means the Goods or Services or both as the case may be;

Documentation    means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Deliverables;

Force Majeure    means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, pandemic or epidemic, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving Our or Our suppliers’ workforce;

Goods    means the goods and other physical material set out in the Order and to be supplied by Us to You in accordance with the Contract;

Intellectual Property Rights    means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case whether registered or not including any applications to protect or register such rights and including all renewals and extensions of such rights or applications whether vested, contingent or future to which the relevant party is or may be entitled, and in whichever part of the world existing;

Location    means the address or addresses for delivery of the Goods and performance of the Services as set out in the Order;

Materials    the content, documentation, materials, data, information and/or any other items provided by You or on Your behalf from time to time in connection with the Contract;

Normal Working Hours    means 8.00am until 5.00pm on Business Days;

Order     means the document identified by Us as the Order which sets out in detail Your order for the Deliverables;

Our Personnel     all Our employees, officers, staff, other workers, agents and consultants and any of Our sub-contractors who are appointed by Us from time to time;

Price    has the meaning given in clause 7.1;

Services    means the services set out in the Order to be supplied by Us to You in accordance with the Contract;

Specification    means the description or Documentation provided for the Deliverables set out or referred to in the Contract; 

UK Mainland    means England, Scotland, Wales and Northern Ireland excluding all and any islands;

We, Us, Our, Ours     means Protec Healthcare Products Ltd or any Affiliate which has agreed to sell, supply or maintain the Deliverables to You and whose details are set out in the Order;

UKGDPR    means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time);

Protec    Protec Healthcare Products Limited registered in England & Wales with company registration number 0769845 registered office at Westgate Business Park, Middleway, St. Blazey PL24 2GE;

You, Your, Yours    means the person, business or organisation which has agreed to purchase the Deliverables from Us and whose details are set out in the Order.

1.1    In these Terms and Conditions, unless the context otherwise requires:

1.1.1    a reference to the Contract includes these Terms and Conditions and the Order, 

1.1.2    any clause or other headings in these Terms and Conditions are included for convenience only and shall have no effect on the interpretation of these Terms and Conditions;

1.1.3    a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;

1.1.4    a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.1.5    words in the singular include the plural and vice versa;

1.1.6    a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time.

2    Application of these Terms and Conditions

2.1    These Terms and Conditions apply to and form part of the Contract between You and Us to the exclusion of all other terms and conditions including any terms and conditions You purport to apply, through Your standard documentation or by any other means, and any terms and conditions which may otherwise be implied by trade, custom practice or course of dealing. 

2.2    You acknowledge that You are relying solely upon Your own skill and judgement in determining the suitability, fitness (general or specific) of the Deliverables. 

2.3    By placing an Order with Us you accept, and agree to comply with these Terms and Conditions.

2.4    Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract. Descriptions and illustrations contained in Our catalogue, price lists and other advertising material are intended only to present a general idea of the goods and services described and none of these form part of the Contract. 

2.5    Unless We otherwise agree in writing, all Specifications and particulars of dimensions are  approximate only. 

3    Orders and Quotations

3.1    Each Order by You shall be an offer to purchase the Deliverables from Us subject to these Terms and Conditions.

3.2    To validly place an Order, You must return a completed and signed copy of the Order.

3.3    We may accept or reject an Order at Our discretion. An Order will not have been accepted, and there will be no binding obligation to supply any Deliverables, until;

3.3.1    We have accepted the Order in writing; or

3.3.2    by Us delivering or performing the Deliverables; or

3.3.3    where We have notified You that the Deliverables are ready to be delivered or performed (as the case may be).

whichever is the earlier.

3.4    You warrant that anyone signing on Your behalf has full capacity and authority to enter into the Contract.

3.5    Quotations are not intended to be legally binding contracts with You and will only be valid for 28 days from the date of the quotation unless We agree otherwise. 

4    Making changes to Your Order

You may not make any changes to Your Order after We have accepted it unless We agree in writing. Where We agree to any changes, We may amend the Price accordingly. 

5    Services

5.1    If We have agreed to provide Services to You, the following additional conditions apply:

5.1.1    We will provide Services to You during Normal Working Hours, unless extended working hours have been agreed between You and Us, at the Location. 

5.1.2    You agree to permit Our Personnel at all reasonable times to have access to such of Your premises as is necessary for the purpose of carrying out the Services. 

5.1.3    You will use Your best endeavours to ensure the health and safety of Our Personnel who visit your premises. Where, in Our opinion, such health and safety provision is inadequate We shall be entitled to suspend or cancel the Services. 

6    Your responsibilities 

6.1    You will promptly provide Us with all information, assistance, access, Materials and resources that We may reasonably require in connection with the Deliverables.

6.2    You will ensure that all information which You provide to Us is accurate, adequate and complete.

6.3    You shall be responsible for determining whether the Deliverables are suitable for their contemplated use whether or not such use is made known Us.

6.4    Where We have agreed to install the Goods, it is Your responsibility to:

6.4.1    ensure that You notify Us of any regulations, rules, guidance and other requirements which apply to You and Your premises but You shall at all times remain responsible for compliance with the same;

6.4.2    determine the location where the Goods will be installed taking into account Our instructions and health and safety matters; and

6.4.3    ensure that the premises are structurally sound for the installation of the Goods and are in a satisfactory condition and technically suitable for the purposes of the Contract.

6.5    You must ensure that You have all consents, licences, authorisations, certificates and permits (whether statutory, regulatory, contractual or otherwise and in any relevant jurisdiction) to perform Your obligations under the Contract.

6.6    Any delay and/or breach of Our obligations under the Contract caused by Your failure or delay in performing any of Your obligations under the Contract will be Your responsibility. In each case that You fail or delay in performing any of Your obligations under the Agreement the date for performance will be extended by a period which is equal to at least the period of Your delay and We will continue to invoice and You will continue to pay the charges.

6.7    You will perform any customer dependencies as reasonably requested by Us from time to time.

6.8    If You fail to perform any of the customer dependencies by the relevant date instructed by Us, We will not be held responsible for any impact that this may have on the Deliverables, the date for performance of any of Our obligations which relate to or are dependent  on such performance by You will be extended by a period reasonably determined by Us to reflect the period of Your delay. 

6.9    You shall promptly obtain and maintain all licences, clearances and other consents that are necessary for the supply of the Deliverables (including import licences). 

7    Price

7.1    The price for t