CONTRACTS
1.1 These conditions shall be incorporated in all contracts for the sale of goods by APC Cardiovascular Limited (“the Company”) to the exclusion of any terms or conditions referred to by the customer. Acceptance of any delivery by or on behalf of the customer shall in any event be conclusive evidence of the customer’s acceptance of these conditions.
1.2 None of the Company’s personnel or any other person is authorised to make any variation of these conditions or any contract or give any representations on behalf of the Company unless confirmed in writing and signed by a director of the Company.

PRICE ETC
2.1 The Company’s prices exclude VAT where applicable and all other taxes or duties.
2.2 The Company reserves the right at any time to change the prices of its goods and to vary the terms it allows to any customer without notice, and in respect of any goods delivered after such a change or variation the price shall be that current at the date of despatch of the goods and the terms shall be those so varied.

PAYMENT
3.1 Unless otherwise agreed by the Company in writing, payments shall be made by the 30th day following the date of the invoice without any discount, set-off or other deduction whatsoever.
3.2 In addition to any other rights of the Company, if the invoice is not paid in full when due (i) interest shall be payable on any overdue amount from the date on which payment was due to that on which it is made (whether before or after judgement) on a daily basis at the rate of eight (8) per cent over the base rate currently used by the Bank of England, compounded daily, (ii) all other invoices, whether or not they are due for payment, shall become immediately due and payable, and (iii) the Company reserves the right to apply amounts received first in settlement of any interest on overdue debts then on debts due beginning with the oldest. The customer shall also pay all legal and other costs incurred by the Company in recovering any amounts owing from the customer and any goods in which title has been retained by the Company and such costs shall be due for payment immediately on invoice in line with current government legislation.
3.3 The Company shall have the right at its discretion and without being required to give any reason, notwithstanding any agreement or arrangement with the customer or any contract which the customer may have with a third party, without liability to the customer, at any time, to exercise any one or more of the following rights, namely (i) withdraw or limit the amount of any credit granted to the customer, (ii) to require the price of any goods to be paid in a manner satisfactory to the Company and (iii) to refrain from delivering the goods until the price has been so paid.

DELIVERY
4.1 Trade terms referred to by the Company shall, to the extent consistent with these conditions, be as defined in the edition of “Incoterms” then current. Unless otherwise stated by the Company in writing, delivery of goods shall take place at the customer’s address and risk in the goods shall pass to the customer upon such delivery taking place. The goods shall be consigned carriage paid and the form of packaging and transport shall be at the Company’s discretion. The costs of carriage and insurance shall be paid by the customer without any set-off or other withholding whatever and shall be due on the date of payment of the price. Other arrangements made at the customer’s request will be subject to any additional costs being paid by the customer.
4.2 The Company will make reasonable efforts to meet any dates or times of delivery or availability requested by the customer and, at its discretion where it identifies any inability or failure to satisfy such a request, to inform the customer accordingly, but the Company shall not be liable for any loss, damage or expense arising from any delay or failure in delivery from any cause whatsoever nor shall any such delay or failure entitle the customer to refuse to accept any delivery or repudiate any contract.
4.3 If the customer fails to take delivery of any goods when tendered or to provide adequate delivery instructions or to collect them when notified they are ready for collection the Company, at its discretion, may exercise any or all of the following rights, namely (i) to store the goods at the risk of the customer, (ii) to require the customer to pay all storage, transportation, handling or other charges (including expenses in connection with the delay or detention of vehicles) incurred by the Company as a result of such failure and (iii) to require the customer to pay for the goods as though delivery had taken place.
4.4 The Company may deliver the goods by installments each of which shall be deemed to be the subject of a separate contract and, unless otherwise agreed in writing, no failure by the Company in any one or more installments shall entitle the customer to repudiate any contract for goods previously delivered or to refuse to accept any undelivered goods.

TITLE
5.1 Whether or not risk in the goods has passed to the customer, title in the goods shall remain in the Company until the Company has received in cash or cleared funds payment in full of the price of the goods and for all other goods or services supplied by the Company to the customer.
5.2 Until title passes:
5.2:1 the customer shall hold the goods as bailee for the Company and ensure that they are at all times clearly identified as the property of the Company;
5.2:2 the Company shall be entitled at any time on demand to:
5.2:2:1 repossess and sell all or any of the goods and thereby terminate (without any liability to the customer) the
customer’s right to use or sell them; and
5.2:2:2 enter any premises where the goods are located for the purpose of inspecting or repossessing them.
5.3 The Company shall, without prejudice to any other remedy, be entitled to maintain an action for the price of the goods although title in them has not passed to the customer.
5.4 The Company transfers to the customer only such title and rights of use as the Company has in any goods and in the case of material provided by any third party shall transfer only such title and rights as that party had and has transferred to the Company.

MISSING, LOST OR DAMAGED GOODS ETC
6.1 If on delivery any goods are missing, lost or damaged the Company will at its own expense make good the discrepancy within a reasonable period by replacing the goods concerned at the original point of delivery or, at its option, allowing credit for their invoice value.
6.2 The Company shall have no liability in respect of any such discrepancy unless the customer has given written notice of the claim:
6.2:1 in the case of missing or damaged goods to the Company (otherwise than on the carrier’s documents) within 7 working days of receipt, and to the carrier in accordance with the carrier’s claims procedure;
6.2:2 in the case of loss of a whole consignment, to the Company within 14 days from the date of the invoice; or
6.2:3 in the case of any damage which could not reasonably be detected on inspection immediately on the discrepancy becoming apparent and in any event within 30 days from receipt of the goods.

WARRANTY
7.1 To the extent that it is able to do so, the Company shall assign to the customer the benefit of any manufacturer’s warranty enjoyed by the Company in respect of the goods.
7.2 Except as expressly provided in these conditions or as otherwise specified or agreed in writing by the Company the Company accepts no liability, express or implied, for any life or wear of any goods or their quality or suitability for any particular purpose or use under specific conditions (whether or not known to the Company) and it is the sole responsibility of the customer to ensure that the goods will meet it’s requirements.
7.3 Product returns may be considered in exceptional circumstances, but purely at the company’s discretion. Any product returns that result in a credit, will be subject to a minimum 10% restocking charge on the original invoice value.

CLAIMS
8.1 The Company shall have no liability in respect of any claim by the customer under these conditions unless:
8.1:1 the customer has afforded the Company reasonable opportunity and facilities for the investigation of any claim and the making good of any discrepancy and, if the Company so requests, the collection or return of any goods (but no goods may be returned without the Company’s prior written authorisation); and
8.1:2 the opportunity for the Company to investigate any claim is given (in the case of any discrepancy which is reasonably apparent on inspection) within not less than three (3) days from the date on which notice of the claim is given and in any event before the goods are used or re-sold.
8.2 Where a claim is accepted, any replaced items shall belong to the Company and may be disposed of only in accordance with the Company’s instructions.

EXTENT OF LIABILITY
9.1 Except to the extent stated in these conditions or otherwise agreed in writing by it:
9.1:1 the Company shall have no obligation, duty or liability in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever under or in connection with any contract for the sale of any goods other than for death or personal injury resulting from its negligence or for fraud on the part of any of its employees whilst acting in the course of their employment; and
9.1:2 in particular, the Company shall have no liability for any consequential loss or damage suffered, directly or indirectly, by the customer under or in connection with any contract for the sale of any goods, including but not limited to wasted time or expenditure, loss of profits, production, business revenue, expected savings or goodwill or any claim against the customer by any person.
9.2 The Company’s liability under or in connection with any contract for the sale of any goods shall in no circumstances exceed their invoice value.
9.3 The Company shall be discharged of all liability to which these conditions apply unless proceedings are begun within twelve (12) months after the customer became aware (or should reasonably have become aware) of the facts giving rise to such liability.

TERMINATION OR SUSPENSION
10. If the customer fails to make any payment when and as due or otherwise defaults in any of its obligations under any contract for the supply of goods by the Company to the customer or any other agreement between the Company and the customer, the Company shall, without prejudice to any other remedy, be entitled, at its discretion, without liability to the customer, by giving the customer written notice at any time or times, to suspend its performance of or (whether or not such performance has previously been suspended) terminate such contract.

FORCE MAJEURE
11. The Company shall not be liable for any delay or other failure to perform the whole or any part of any contract resulting from any cause whatsoever beyond the Company’s control existing at the date of the contract or arising thereafter including but not limited to fire, explosion, breakdown or failure of plant or machinery, lack or failure of transportation facilities, or the supply of labour, materials or power, strike, lockout or labour dispute (whether or not at the Company’s works), illness, epidemic, flood, drought, war, civil commotion, or restriction of any authority or governmental agency and the time for performance shall be extended by the period of any such delay.

GENERAL
12.1 The Company’ and/or its suppliers operate a continuous programme for the development and improvement of their goods and the Company reserves the right to alter the specifications of the goods at any time without notice and to deliver goods conforming to the altered specification in fulfilment of any contract; no contract shall constitute a sale by sample notwithstanding that any products may have been exhibited to or inspected by the customer. The Company also reserves the right at any time to update any information it provides, without notice.
12.2 The Company may at its discretion sub-contract all or any of its obligations under the contract but the contract shall not be assigned by the customer without the Company’s prior written consent.
12.3 The acceptance or cancellation of any contract requested by the customer shall be at the Company’s discretion and take effect only when written confirmation of such acceptance has been given by the Company.

LAW, JURISDICTION AND CONSTRUCTION
13.1 The contract shall be governed by English law and the parties consent to the exclusive jurisdiction of the English courts in all matters relating to the contract except to the extent the Company invokes the jurisdiction of the courts of any other country.
13.2 The headings of conditions are for convenience of reference only and shall not affect their interpretation.

NOTICES
14. Any notice to be given to either party shall be in writing and if sent by facsimile or electronic mail or forwarded by prepaid first class (or in the case of customers outside UK) airmail letter post to the receiving party at its business address as last notified in writing to the other party shall be deemed to have been given on the date of the facsimile or electronic mail transmission (if a copy is sent the same day by post as aforesaid) or 2 working days (or 7 working days in the case of customers outside the United Kingdom) following the date of posting.

APC Cardiovascular Limited
Registered Office: Whitehall Business Centre, 75 School Lane, Hartford, Cheshire, CW8 1PF, England
Registered in England no. 2423606 Issued: May 2013
APC Cardiovascular Limited – Conditions of Sale