Terms & Conditions of Sale of Products

  1. Basis of Terms
    1.1. Huntleigh Healthcare Limited (Company Reg. No. 00942245), (« Huntleigh ») sells products (which may incorporate software), parts, materials, accessories, consumables and/or hardware (collectively, “Products”) to the « Customer » (the customer as identified in the ‘Order Confirmation’ (defined below)) subject to these Terms & Conditions (“Ts&Cs”), all of which constitute, or are otherwise expressly incorporated into and made part of, the agreement between Huntleigh and the Customer (the “Agreement”)
    1.2. No order submitted by Customer shall be deemed to be accepted by Huntleigh unless and until confirmed by Huntleigh by the issue of a written order acknowledgment (« Order Confirmation »). The Product type and quantities shall be set out in the Order Confirmation.
    1.3. The Customer shall be responsible for ensuring the accuracy of the terms of any order (including any applicable specification) submitted and for providing Huntleigh with any necessary information relating to the Products within sufficient time to enable Huntleigh to perform the Agreement in accordance with the T&Cs.
    1.4. All other terms, including any which the Customer seeks to incorporate, or are implied by course of dealing or by custom or practice, will not apply and the Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents issued by the Customer.
    1.5. Any samples, drawings, descriptions, advertising produced by Huntleigh, and any descriptions or illustrations of Products within Huntleigh’s catalogues, brochures or websites are produced for the sole purpose of giving an approximate idea of the Products referred to in them, and shall not form part of the Agreement.
    1.6. Any quotation shall not constitute an offer, and may be withdrawn by Huntleigh at any time. Huntleigh reserves the right to correct any obvious pricing errors set out on its website, or in any other marketing literature or brochures or catalogues.
  2. Delivery & Performance
    2.1. Delivery and/or performance dates are given in good faith but any time or date quoted by Huntleigh for delivery or performance is an estimate only. Time for delivery or performance shall not be of the essence.
    2.2. The Customer shall have no right to terminate or rescind the Agreement on the ground only that delay in delivery or performance has occurred.
    2.3. If Huntleigh fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products. Huntleigh shall have no liability for any failure to deliver the Products to the extent that such failure is caused by the Customer’s failure to provide Huntleigh with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
    2.4. Unless otherwise stated in the Order Confirmation, Huntleigh shall deliver the Products « DAP » (as defined in Incoterms 2020) to the delivery address set out in the Order Confirmation.
    2.5. If the Customer fails to take delivery of the Products or fails to give Huntleigh adequate delivery instructions by the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of Huntleigh’s fault) then Huntleigh may:
    2.5.1. sell the Products at the best price readily obtainable and (after deducting all reasonable storage, transportation costs, freight charges and selling expenses) account to the Customer for the excess over the price under the Agreement or charge the Customer for any shortfall below the price under the Agreement;
    2.5.2. store the Products until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
    2.5.3. if the delivery of the Products is delayed at the Customer’s request more than 30 days after the first day of the week in which delivery is due, Huntleigh is entitled to increase the price of the Products to that shown in Huntleigh’s price list current at the actual date of delivery, together with a charge for storage per clause 2.5.2.
    2.6. Risk of damage to or loss of the Products shall pass to the Customer in accordance with the agreed Incoterm (as defined in Incoterms 2020) set out in the Order Confirmation or, if the Customer wrongly fails to take delivery of the Products, the time when Huntleigh has tendered delivery of the Products.
    2.7. In respect of providing proof of delivery or installation the parties agree that:
    2.7.1. the Customer’s signature on a proof of delivery document (in the case of delivery of Products) (« POD »), or a proof of installation document (in the case of installation of Products) (“POI”) shall constitute acceptance that delivery or installation of Products has occurred;
    2.7.2. the Customer may request a copy of a POD and/or POI from Huntleigh in respect of a delivery and/or installation and Huntleigh will endeavour to provide such POD and/or POI but the Customer shall not be entitled to withhold payment pending receipt of such POD and/or POI from Huntleigh; and
    2.7.3. Huntleigh may levy an administration charge at a rate of £25 per POD/POI requested in addition to any late payment charges and interest (if applicable) as set out at clause 4.
    2.8. A Product may include software and firmware embedded in, installed on, or supplied with the Product (“Embedded Software”), which is required for the proper functioning, safety, or performance of the Product.
    2.9. The Customer may use the Embedded Software solely as incorporated in the Product and only for operating the Product for its intended clinical purpose. No separate software licence or fee is required for such use.
    2.10. As part of the sale of the Product, Huntleigh may make available, from time to time, updates, patches, performance improvements, and safety-related enhancements to the Embedded Software (“Updates”).
    2.11. Updates: (i) will be provided at no additional charge; (ii) may be required to maintain Product safety, compliance, cybersecurity, or performance; and (iii) form part of the Embedded Software and are subject to the clauses around Embedded Software in these Ts&Cs.
    2.12. The Customer shall install Updates within a reasonable timeframe where the Update is identified by Huntleigh as safety-critical or necessary to maintain regulatory compliance. Huntleigh will provide reasonable technical guidance for installation. Huntleigh is not responsible for failures arising from the Customer’s failure to install required Updates.
    2.13. Should Huntleigh be required to install an Update, the Customer shall ensure that any data is deleted from the Product prior to installation of the Update and Huntleigh shall accept no liability in relation to any data lost during its installation of an Update.
    2.14. All intellectual property rights in the Embedded Software and Updates remain vested in Huntleigh or its licensors.
    2.15. Except to the extent not permitted by law, the Customer shall not: (i) copy, modify, adapt, or create derivative works of the Embedded Software; (ii) reverse-engineer, decompile, or disassemble the Embedded Software; (iii) remove or alter any proprietary notices; or (iv) use the Embedded Software independently of the Products.
    2.16. In the event that a Product generates device logs, performance data, diagnostic information, or cybersecurity-related telemetry, Huntleigh may process such data for the purposes of: (i) delivering Updates; (ii) ensuring Product safety and regulatory compliance; and (iii) maintaining or improving Product performance and security. Huntleigh will process such data in accordance with applicable law and any data protection documentation supplied to the Customer.
  3. Price
    3.1. Subject to the provisions of this clause 3 the price of the Products or for the installation of the Products shall be:
    3.1.1. as set out in the Order Confirmation; or
    3.1.2.Where no price has been quoted in or referenced in the Order Confirmation, or the quoted price is no longer valid, the price listed in Huntleigh’s price list current at the date of issue of the Order Confirmation.
    3.2. Huntleigh reserves the right, by giving the Customer written notice at any time before delivery, to increase the price of the Products or the price for the installation of the Products to reflect any increase in cost to Huntleigh which is due to any factor beyond its control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, increases in the cost of labour, material or other costs of manufacture), any change in delivery dates, quantities or specifications for the Products which are requested by Customer (provided always that Huntleigh has no obligation to agree to such requested changes) or any delay in Customer’s instructions or Customer’s failure to give Huntleigh adequate information or instructions.
    3.3. The costs of delivery and installation will be charged in addition to the price of the Products, and specific provisions relating to installation are stated at clause 14 below.
    3.4. The price is exclusive of all applicable taxes and duties, including value added tax which the Customer shall (where applicable) be additionally liable to pay to Huntleigh.
    3.5. Where the Customer considers that Huntleigh has made an error in respect of pricing only on any invoice, the Customer shall have 21 days from the date of the invoice to raise a query with Huntleigh. The Customer shall have no right to withhold or set off the payment of any invoice for any other reason. In the event that the Customer raises no query on pricing within 21 days of the invoice date, the Customer shall be deemed to accept any invoice submitted by Huntleigh.
  4. Payment
    4.1. Unless alternative payment terms are set out in the Order Confirmation, all invoices must be paid net cash no later than 30 days following the date of the invoice. Interest will be charged on all sums overdue at greater of the rate of 4% per annum above the Bank of England’s base rate or under relevant statutory provisions on late payment, to be calculated in each case from day to day, to run from the invoice date to the date of payment both before and after any judgment.
    4.2. The time for payment shall be of the essence.
    4.3. Huntleigh reserves the right to issue and send all documents, including but not limited to notices, invoices, statements, terms and conditions, quotes and order acknowledgements to the Customer in an electronic format, and the Customer accepts to receive all such documents electronically (including receipt of invoices) by e-mail.
  5. Background Checks & Liens
    5.1. Huntleigh may conduct such credit checks, or other background checks as it shall deem appropriate and applicable by law, and the Customer agrees to cooperate and comply with such checks. If Huntleigh does not approve extension of credit to the Customer, or if, at any time, Huntleigh, in its sole determination, should deem itself to have reasonable grounds for insecurity regarding the creditworthiness of Customer (even if Huntleigh has previously extended credit to Customer), terms of payment for any future orders (in respect of which an Order Confirmation has not already been issued) shall become partial or full advance payments at Huntleigh’s exclusive discretion. If Customer fails to comply with the terms of payment or any other terms of the Agreement, Huntleigh reserves the right to cancel the unfilled portion of any order and Customer shall remain liable for all unpaid amounts.
    5.2. Customer agrees that Huntleigh may use the Customer’s data, including any personal data, for the purpose of making credit checks, and the Customer agrees to Huntleigh’s collection, storage and use of such data for this purpose. Personal data will not be shared with third parties without the Customer’s consent.
  6. Warranty
    6.1. Subject to clauses 6.3 and 6.4, Huntleigh warrants that, from the date of shipment from Huntleigh’s premises and for the warranty period set out for the particular Product within the Huntleigh Warranty Statement applicable as at the date of the Order Confirmation (the « Warranty Period »), a copy of which is available upon request to Huntleigh, the Product will:
    6.1.1. conform in all material respects to its description and to any applicable specification as set out in the user manual for the Product enclosed within the delivery, a copy of which is available on Huntleigh’s website (« User Manual »)
    6.1.2. be free from material defects in design, material and workmanship;
    6.1.3. be of satisfactory quality within the meaning of the Sale of Goods Act 1979, as amended; and
    6.1.4. be fit for any purpose held out by Huntleigh within the meaning of the Sale of Goods Act 1979, as amended.
    6.2. If during the Warranty Period the Product does not comply with clause 6.1, then subject to clause 6.3 and following the process at clause 7 below, Huntleigh will at its option, replace any such Product or repair the said Product at its own expense.
    6.3. Huntleigh is not liable for any failure of the Product to comply with the warranties at clause 6.1 if: (i) defects arise from fair wear and tear; (ii) the Customer makes further use of the Product after notifying Huntleigh under clause 7; (iii) the defect arises because the Customer has failed to follow Huntleigh’s instructions as to the storage, use, installation, commissioning or maintenance (including cleaning) of the Product including but not limited to the instructions set out in the User Manual, and good trade practice regarding the same, including but not limited to the Customer re-using a Product which is a single use/disposable item; (iv) the defect arises as a result of a specification supplied by the Customer; (v) the Product differs from specification as a result of changes made to ensure it complies with applicable statutory or regulatory requirements; (vi) the Customer alters or repairs the Product without Huntleigh’s prior written consent; (vii) the defect
    arises due to the Customer’s negligence and/or the customer causing damage to the Product (including accidental damage); and (viii) the Customer has used the Product in conjunction with any accessory not approved for use with the Product by Huntleigh.
    6.4. In any event, should the Customer (or its agent) attempt to replace parts, repair or otherwise maintain any Product during the Warranty Period for any Product, such act will automatically invalidate this warranty.
    6.5. In the event that Huntleigh agrees to extend the Warranty Period or if the Customer purchases an extended warranty (if offered by Huntleigh), the period of warranty for any Product purchased shall endure for any extended warranty period, otherwise the provisions of this clause shall remain applicable.
    6.6. Subject as expressly provided in these terms, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law, including but not limited to the terms implied by sections 13 to 15 of the Sale of Goods Act 1979.
    6.7. The Customer shall not assign the benefit of the warranty contained in this clause.
    6.8. Huntleigh shall be under no liability under the warranty contained in this clause (or any other warranty, condition or guarantee) if the total price for the Product has not been paid by the due date for payment.
  7. Defective Products
    7.1. The Customer shall inspect all Products upon delivery, and if the Customer claims that a Product or parts do not conform to the warranty set out at clause 6.1, or in case there any shortages or errors, the Customer must notify Huntleigh in writing (along with a copy of the proof of delivery) within 7 days of the delivery of the Product.
    7.2. Failure to comply with the foregoing shall be deemed acceptance of the Product as delivered, irrespective of any damage or impaired functionality of the Product, and the Customer shall remain bound to pay the full price of the Product.
    7.3. Payment shall constitute acceptance of Products, and the Customer shall not be permitted to any set off against any amounts due to Huntleigh. All claims for errors, shortages, defective or non-conforming goods, warranty breaches, defective or non-conforming services, installations or allowances (collectively, “Non-Conformance”) must be made to Huntleigh in writing. All claims for any Non-Conformance with respect to any Products will be subject to the terms of any Product warranty and must be made within the time period provided for under any such warranty.
    7.4. Where any valid claim is made by the Customer in accordance with clauses 7.1 and 7.3 Huntleigh shall be entitled to verify the validity of the Customer’s claim, and the Customer will be responsible for sending the Product to Huntleigh’s premises for inspection and assessment (at the risk and cost of the Customer, such costs to be reimbursed if a Product is found to be non-conforming). If, following inspection, Huntleigh is so satisfied, it shall at its option either:
    7.4.1. refund to the Customer the price of the Product (or a proportionate part of the price) and any related transport costs paid by the Customer (including the costs of return); or
    7.4.2. replace the Product as soon as reasonably practicable and redeliver the goods at Huntleigh’s expense; or
    7.4.3. rectify the defect or failure as soon as reasonably practicable and redeliver the Product at Huntleigh’s expense.
    7.5. All claims for any Non-Conformance with respect to any installation must be made within thirty (30) days following performance of the installation at issue.
    7.6. With respect to claims of Non-Conformance for installation, Huntleigh’s only obligation shall be to correct such Non-Conformance or other breach by repair or re-performance of the applicable installation, as determined by Huntleigh.
    7.7. The remedies under a warranty and the repair or replacement remedies under this clause 7, as applicable, shall be the Customer’s sole remedy for any claim related to any Products. If warranty service or replacement is to be provided, Huntleigh shall have a reasonable period of time from the date it receives notification to perform such service or replacements (which reasonable period of time may, in some cases, be the standard lead time required to obtain parts or Products).
    7.8. At reasonable business hours Huntleigh may enter upon the Customer’s premises for the purpose of inspecting any Product subject to a claim of Non-Conformance or other breach and/or to provide the repair or replacement described in this clause 7.
    7.9. Where Huntleigh elect to repair or replace any Product subject to a claim of Non-Conformance, the Customer shall ensure that:
    7.9.1. the Product is decontaminated and shall make the Product available to Huntleigh to collect or repair, and where Huntleigh
    SOP-201-E Rev 04 CN 14185 determines that the Product is still contaminated upon collection or repair, Huntleigh reserves the right to charge a reasonable decontamination fee to the Customer; and
    7.9.2. it informs Huntleigh of the infection status of the Product and its location; and
    7.9.3. where the Customer (or their agent) uninstalls the Product for collection or repair by Huntleigh, the Customer shall indemnify Huntleigh in full for any damage done to the Product or to any other property or for any injury caused by the Customer or their agent to any person.
    7.10. Where Huntleigh has received a notice of Non-Conformance from the Customer, and Huntleigh has informed the Customer on which date Huntleigh shall either collect or repair the Product in question, the Customer shall ensure that Huntleigh has access to such Product and in cases where Huntleigh is not able to gain access to the Product, Huntleigh reserves the right to charge the Customer a call out charge in accordance with clause 11.4.
    7.11. Where Huntleigh inspects any Product subject to a claim of Non-Conformance and determines that the Product is either not faulty or the reason that the Product does not work is due to a factor outside of Huntleigh’s control, the provisions of clause 14.4 shall apply.
  8. Liability
    References to « liability » in this clause include every kind of liability arising under or in connection with the Agreement including liability in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty or otherwise.
    8.1. Huntleigh does not exclude its liability:
    8.1.1. for death or personal injury caused by its negligence, or
    8.1.2. for breach of the terms implied by s 12 of the Sale of Goods Act 1979 and by s 2 of the Supply of Goods and Services Act 1982, or
    8.1.3. for defective products under the Consumer Protection Act 1987, or
    8.1.4. for fraud or fraudulent misrepresentation
    8.1.5. under any indemnity given by Huntleigh hereunder
    8.2. Subject to clause 8.1, Huntleigh excludes its liability and will not be responsible for any damages, liabilities, injuries or claims (including any indemnification or product liability exposure to the Customer), in the event of:
    8.2.1. any unapproved modification or alteration to the Products by the Customer or its employees or agents; or
    8.2.2. any improper use of the Products by the Customer or its employees or agents; or
    8.2.3. any failure of the Customer or its employees or agents to maintain and operate the Products in accordance with all applicable laws, and in accordance with the User Manual and training provided.
    8.3. Subject to clause 8.1, Huntleigh’s total liability to the Customer shall be limited to an amount not to exceed the amount to be paid by the Customer for the Products.
    8.4. Subject to clause 8.1, Huntleigh shall not be liable to the Customer by reason of any representation, or any express or implied warranty, condition or other term or any duty at common law for any:
    8.4.1. loss of data or use; or
    8.4.2. indirect, special or consequential loss, damage, costs or expenses which arise out of or in connection with the supply or installation of the Products (including any delay in supplying or failure to supply or install the Products) or their use or resale by the Customer except as expressly provided by these conditions; or
    8.4.3. loss of or failure to realise expected profit, revenue or savings or any other form of pure economic loss, whether any of the above such losses is direct or indirect, and, in each case, however arising.
    8.5. No possession, use, installation (by other than Huntleigh), operation, selection or return of any of the Products shall impose any liability or obligation for or on behalf of Huntleigh, other than arising from the negligence or misconduct of Huntleigh.
    8.6. Any action against Huntleigh under the Agreement or related to any Products or otherwise related to or arising under or in connection with any order, quote, purchase, installation, service or other agreement must be brought within one (1) year after the cause of action accrues.
  9. Intellectual property
    9.1. Save to the extent that the Products are manufactured, designed or modified (in whole or part) to the Customer’s specification or design, the Customer acknowledges and agrees that Huntleigh is the exclusive owner of or the licensee of any and all intellectual property rights within and relating to the Products.
    9.2. With the exception of Products which are modified or used by the Customer other than in accordance with this Agreement, Huntleigh will defend or, at its option, settle any action brought against the Customer arising from any claim that the use of the Products or receipt by the Customer of any services in accordance with this Agreement infringes any third party intellectual property right, and
    indemnify the Customer against all reasonable costs and expenses incurred by the Customer in connection with such claim, provided that this indemnity is conditional upon Huntleigh having sole conduct of such third party claims, and the Customer shall take no action to defend, compromise or settle any such claim without the prior written consent of Huntleigh.
  10. Customer Indemnities
    10.1. The Customer agrees to indemnify, protect and keep harmless Huntleigh, and its employees, agents, successors, assigns and affiliates (“Related Parties”) from and against any and all liabilities, obligations, losses, damages, injuries, claims, demands, penalties, actions, costs and expenses, including reasonable legal costs and fees, of whatsoever kind or nature, arising out of:
    10.1.1. any breach of the Agreement by the Customer;
    10.1.2. the possession, use, installation (other than by Huntleigh), operation, selection or return of the Products, other than those claims arising from the breach, negligence or misconduct of Huntleigh;
    10.1.3. infringement of patents, designs, copyrights, trademarks or trade names with respect to Products or other goods designed, manufactured or modified, wholly or partially, to Customer’s designs or specifications.
    10.2. The Customer shall indemnify Huntleigh in respect of liability to any person caused by the addition to any Product supplied by Huntleigh of any part which is not an Huntleigh designated part and Huntleigh shall have no liability to the Customer for loss or damage or injury directly or indirectly caused by such addition.
  11. Cancellations & Charges
    11.1. The Customer is responsible for checking the accuracy of all orders, including as to Product type and quantities. No order placed by the Customer or the Customer’s agent may be cancelled or amended unless it is specifically agreed by Huntleigh in advance, and in writing in which case this will be subject to a restocking fee of 20% of invoice value of the Products being returned. Products returned must be authorised in advance by contacting our customer support department and obtaining a collection or cancellation number and shall be subject to clause 11.3 in any event.
    11.2. Where Huntleigh agrees to accept cancellations and order amendments, the Customer hereby agrees to indemnify Huntleigh in full against any loss (including loss of profit), costs (including the costs of collection, transportation and all labour and materials used), damages, charges and expenses incurred by Huntleigh as a result of the cancellation or amendment.
    11.3. Products returned will be subject to inspection, and Huntleigh reserves the right to refuse to accept a cancellation or order amendment if the Product is damaged, destroyed, contaminated or if Huntleigh in its sole discretion would be unable to sell, rent or otherwise dispose of the Product in that condition.
    11.4. Call out charges and charges for abortive installations of Products, are agreed by the Customer to be a legitimate pre-estimate of the loss suffered by Huntleigh as a result of abortive installations, and will be as follows: (i) Abortive installation with no notice – up to £500; (ii) Abortive installation with 0 — 5 days notice – up to £250; (iii) Call out charge – a sum calculated with reference to lost time, opportunity and resource costs to be determined by Huntleigh in each case.
  12. Termination
    12.1. Huntleigh may, without prejudice to any other rights or remedies under the Agreement or at law, terminate this Agreement with immediate effect by giving written notice to the Customer if:
    12.1.1. the Customer fails to comply with any of its obligations under the Agreement;
    12.1.2. the Customer takes any step or action in connection with its entering administration, provision liquidation or any composition or arrangement with its creditors, obtaining a moratorium, being wound up, having a receiver appointed over any of its assets or ceasing to carry on business;
    12.1.3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
    12.1.4. the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Agreement is in jeopardy;
    12.1.5. the Customer fails to pay any amount due under the Agreement on the due date for payment, or the Customer has failed to pay any amounts due under any other contract between the Customer and Huntleigh;
    12.1.6. at any time, pursuant to the background checks conducted as provided for herein, Huntleigh shall determine that the Customer does not meet its criteria to purchase the Products on the terms of the Agreement or at any time.
    12.2. Termination of the Agreement shall not affect any of the parties rights and remedies that have accrued as at termination.
    12.3. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.
    12.4. On termination of the Agreement the Customer shall immediately pay to Huntleigh all of its outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, Huntleigh shall submit an invoice which shall be payable immediately on receipt.
  13. Retention of Title
    13.1. Risk in the Products will pass to the Customer in accordance with clause 2.6;
    13.2. The Products shall remain Huntleigh’s property until they have been paid for in full and all other monies owing by the Customer to Huntleigh whether under this Agreement or under any other contract between the parties have been paid in full and unconditionally, at which point title shall pass to the Customer.
    13.3. Until title to the Products has passed to the Customer, the Customer will:
    13.3.1. hold the Products as bailee for Huntleigh;
    13.3.2. take all reasonable care of the Products and keep them in reasonable condition;
    13.3.3. insure the Products with a reputable insurer from the date of delivery (or the date on which Huntleigh tendered delivery to the Customer, whichever is earlier) against all risks for an amount at least equal to the price of the Products, noting Huntleigh’s interest on the policy;
    13.3.4. not remove or alter any mark on or packaging of the Products without Huntleigh’s consent;
    13.3.5. inform Huntleigh as soon as possible if it becomes subject to any of the events set out in clause 12 (Termination);
    13.3.6. provide Huntleigh with such information concerning the Products as Huntleigh may request from time to time;
    13.4. Notwithstanding clause 13.3.5, the Customer may use the Products in the ordinary course of its business until such time as it becomes aware or ought reasonably to have become aware that an event specified in clause 12 (Termination) is or is likely to occur.
    13.5. If, at any time before title to the Products has passed to the Customer, the Customer informs Huntleigh, or Huntleigh reasonably believes, that the Customer has or is likely to become subject to any of the event specified in clause 12 (Termination), or if the Customer shall fail to pay the price for the Products within the time permitted at clause 4.1, Huntleigh may:
    13.5.1. Require the Customer (at the Customer’s expense) to redeliver the Products to Huntleigh; or
    13.5.2. if the Customer fails to do so promptly, enter any premises where the Products are stored to repossess them and shall have the power to resell (or otherwise deal with) the Products, such power being additional to (not in substitution for) any other power of sale arising by operation of law or otherwise.
    13.6. In the event that the Customer resells the Products prior to title passing to the Customer, Huntleigh’s entitlement shall attach to the proceeds of sale so that such proceeds or any claim therefor shall be assigned to Huntleigh and until such proceeds shall be held on trust in a separate identified account for Huntleigh by the Customer.
  14. Installation
    14.1. In relation to the installation of any Products (whether or not such Products have already been delivered), Huntleigh reserves the right to:
    14.1.1. deliver an installation requirements document to the Customer setting out what actions Huntleigh shall carry out and what actions the Customer is required to carry out to effect an installation of Products; and
    14.1.2. charge the Customer for the installation of any Product which is fitted, placed or otherwise installed.
    14.2. If the Customer provides Huntleigh with incorrect information with regard to the installation of Products, or if the Customer does not undertake the actions required of it per clause 14.1.1 above then Huntleigh shall be entitled to charge the Customer an abortive installation fee in accordance with clause 11.4 in the event that any Product is not able to be delivered or installed to Huntleigh’s reasonable satisfaction.
    14.3. Huntleigh reserves the right to charge the Customer for any work or parts or additional work or any additional parts, or for storage (if necessary) required in accordance with its standard tariff from time to time in force, where:
    14.3.1. any additional work or parts are required to install any Product which work or parts are outside the work and parts to be provided for within the original scope of an installation; or
    14.3.2. Huntleigh spends any time or costs as a result of any Customer act or omission which costs are not already provided for in any quote for work provided by Huntleigh.
    14.4. Huntleigh shall not be responsible for circumstances outside its control which affect the performance of the Products once Products have been installed to Huntleigh’s reasonable satisfaction. Huntleigh reserves the right to inspect any Product which the Customer reports a fault with and in circumstances where the cause of the fault with any Product does not relate to the Product or the installation of the Product, Huntleigh reserves the right to charge a call out fee in accordance with clause 11.4 and in addition all invoices for delivery and installation remain payable per clause 3.5.
    14.5. In relation to the invoicing of charges for installation of Products:
    14.5.1. The Customer notes and agrees that the cost of installation of Products is separate and distinct from the cost of any Products ordered;
    14.5.2. Whereas an invoice is issued by Huntleigh for any Products upon the dispatch of the Products, an invoice for the installation of Products is issued upon successful installation of Products by Huntleigh. Queries in relation to invoices raised for both Products and installation of Products are dealt with per clause 3.5;
  15. Modifications
    15.1. Huntleigh reserves the right to modify any design or specification or to use materials different to those specified provided that the same do not materially alter the specification of the Products and to enter upon the Customer’s premises upon giving the Customer reasonable notice to make modifications to Products.
    15.2. Huntleigh reserves the right to make any changes in the specification of the Products or the provision of any Services which are required to conform with any applicable statutory or EU requirements or, where the Products are to be supplied to the Customer’s specification, which do not materially affect their quality or performance and to enter upon the Customer’s premises upon giving the Customer reasonable notice to make modifications to Products.
  16. WEEE Takeback
    16.1. In accordance with the Waste Electrical and Electronic Equipment Regulations 2013 (as amended) (the « WEEE Regulations »), Huntleigh operates a takeback scheme for « EEE » (‘electrical and electronic equipment’ as defined in the WEEE Regulations).
    16.2. Customers requiring information regarding the EEE takeback scheme should contact Huntleigh for details.
  17. Force Majeure
    17.1. Should the manufacture, delivery or installation of any Product or any part thereof whether by Huntleigh or any contractor or carrier be prevented or hindered due to any event, circumstance or cause beyond the reasonable control of Huntleigh then, Huntleigh shall have the right to suspend any obligation then unperformed without prejudice to any of Huntleigh’s rights including the right to payment in respect of any Product supplied prior to such suspension or cancellation.
  18. Waiver
    18.1. No waiver by Huntleigh of any breach of the Agreement by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provisions.
  19. Notices
    19.1. Notices under this Agreement will be in writing and sent to registered address of the receiving party. They may be given, and will be deemed received:
    19.1.1. by first-class post: two Business Days after posting;
    19.1.2. by airmail: seven Business Days after posting;
    19.1.3. by hand: on delivery; and
    19.1.4. By e-mail: on receipt of a delivery or read return mail from the correct email address as set out in the Order Confirmation.
  20. Invalidity
    20.1. If any provision of this Agreement is held by the court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Agreement and the remainder of the provision in question shall not be affected.
  21. Assignment
    21.1. Neither the Agreement nor any obligations under the same may be assigned by either party without the express written consent of the other party, and any attempt to do so will be void; except that Huntleigh may assign any benefit to any subsidiary, affiliate or holding company of Huntleigh (or any subsidiary or holding company of any member of the Arjo Group of companies from time to time).
  22. Subcontracting and Contracts (Rights of Third Parties) Act 1999
    22.1. Huntleigh may use third party subcontractors or affiliated entities to provide certain Products or perform certain of services. The terms and conditions of the Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Except as expressly provided herein, nothing is intended to confer upon any party, other than the parties hereto, any third party beneficiary rights or any other rights, remedies, obligations or liabilities under or by reason of the Agreement.
  23. Confidentiality
    23.1.1. Each party undertakes that it shall not at any time during this Agreement, and for a period of 3 years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 23.1.2.
    23.1.2. Each party may disclose the other party’s confidential information: (i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 23; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    23.1.3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
  24. Money Laundering & Anti-Bribery Procedures
    24.1. The Customer shall provide all necessary co-operation to Huntleigh so as to ensure that Huntleigh is able to meet its obligations under The Proceeds of Crime Act 2002, The Money Laundering Regulations 2007 and The Bribery Act 2010 and shall itself comply with such obligations.
  25. Entire Agreement
    25.1. The Ts&Cs constitute the entire agreement and understanding of the parties as to the subject matter of the Agreement. They supersede any prior agreement or understanding between the parties and no variation of the Ts&Cs or any other document shall be binding unless agreed in writing.
  26. Law & Jurisdiction
    26.1. The Agreement and its performance is governed in all respects by English law. Each party irrevocably agrees for the sole benefit of Huntleigh that, subject as provided below, the English Courts shall have exclusive jurisdiction over any dispute or difference (including non-contractual disputes or claims) arising out of or in connection with the Agreement. Nothing in this clause limits the right of Huntleigh to take proceedings against the Customer in any other court of competent jurisdiction, nor shall the taking of such proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.