Terms & Conditions

Our full Terms & Conditions are available below. These include our Website T&Cs, followed by our Sales T&Cs.

For quick access to our Returns & Refunds Policy, click here.

For quick access to our Shipping Policy, click here.

Website Terms and Conditions

Acceptance

Use of this site is provided by OrthoPed Ltd and is subject to the following terms and conditions. Please read them carefully as by continuing to use our website you are deemed to have accepted these terms. OrthoPed Ltd reserves the right to change these terms and conditions at any time by posting changes online. Your continued use of this site after changes are posted constitutes your acceptance of this agreement as modified.

Definitions

In the context of these terms and conditions, the following words have the following meanings:

“OrthoPed Ltd” refers to OrthoPed Ltd, a limited company registered in England and Wales, registration number 11885876. Our correspondence office address is OrthoPed Ltd, Oberoi Business Hub, 19 St Christophers Way, Derby, DE24 8JY.

“The website” means any website under the ownership or control of OrthoPed Ltd from which a link has been created to these terms and conditions.

“The material” means all of the information, data, text, graphics, links or computer code published on, contained or available on the website.

“User” means the individual, firm, company or organisation accessing this website.

UK legislation and regulations

These website terms and conditions shall be governed and construed in accordance with the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the Courts of England and Wales. If these terms and conditions are not accepted in full, then use of this site must be terminated immediately.

Trademarks and Copyright

All rights reserved. No part of the content on this website may be reproduced or transmitted in any other form or by any other means without the written permission of OrthoPed Ltd.

Sales Terms & Conditions

The full details of our Sales Terms & Conditions are available below. By placing an order, you agree to our full Sales Terms & Conditions, which govern all purchases made through our website.

Returns & Refunds

The full details of our Returns & Refunds Policy are available here. By placing an order, you agree to these terms.

Consumer buyers have the right to return most products within 14 days of receipt, as per UK consumer law. However, hygiene-sensitive items (such as orthopaedic supports and braces, including the OrthoPed footdrop splint) cannot not be returned if opened.

To request a return, please contact us at info@orthoped.co.uk within 14 days of receiving your order.

Pricing & Taxes

All prices listed on our website include VAT unless otherwise stated.

Any applicable shipping costs will be clearly displayed before checkout.

Payment Security & PCI DSS Compliance

We use secure third-party payment providers to process online transactions. Your card details are never stored on our servers.

Our payment processing complies with the Payment Card Industry Data Security Standards (PCI DSS), ensuring that your financial information is protected.

If we suspect fraudulent activity, we reserve the right to cancel any order or request additional verification before processing payment.

Use of the materials posted on our sites

You may not use, reproduce, distribute, adapt, amend or exploit these materials, or use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text, for any other purpose or in any other medium or form, including for any commercial or revenue generating purposes, unless you have obtained written permission from us.  Our status (and that of any identified contributors) as the authors of material on our sites must always be acknowledged.

If you print off, copy or download any part of our sites in breach of these terms of use, your right to use our sites will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Further, you agree:

To restrict access and use of these materials only to your employees, directors, officers, or agents who agree to abide by the terms of these terms and conditions;

Not to make any of these materials available to any third parties;

That we may terminate your access to and right to use these materials at any time and that, if this occurs you will stop using these materials and immediately return them to us at your own expense (including any copies made), or immediately destroy such materials if we request you to do so.

Intellectual Property Rights

All the materials published on our sites are protected by, and subject to, copyright and other relevant intellectual property rights and are owned by us and various third parties who have licensed their use to us under strict licensing arrangements. If you use these materials in a manner or for a purpose not authorised under these terms and conditions, you may be liable to these third parties for infringement of their intellectual property rights. We accept no responsibility, and will not be liable for, any actions by you that result in any such infringement claim.

Notice and Take Down Policy

Every effort has been made to ensure that nothing within the OrthoPed Ltd website infringes UK law. If OrthoPed Ltd is notified of a potential breach of copyright, or receives a complaint indicating a breach of copyright, the electronic material involved will be removed from the website as quickly as possible pending further investigation.

Use of the website

You agree to use this site only for lawful purposes, and in a manner which does not infringe the rights, or restrict, or inhibit the use and enjoyment of the site by a third party.

Accuracy and Validity of Information

Whilst we take all reasonable steps to ensure that the information contained within these pages is accurate and up to date, it is nonetheless supplied on an “as is” basis and accordingly we do not accept any liability for any errors or omissions. If you are in any doubt as to the validity of information made available within these pages, we recommend you seek verification by contacting us.

Availability

Whilst we take all reasonable steps to ensure this website is always accessible, we will not be held liable if, for any reason, the website is unavailable for any period. We may also have to suspend access to the website for routine or emergency updates and maintenance, but we will endeavour to keep any disruption to a minimum. In addition, we cannot warrant that this website will be free of viruses or defects of any description and we will not be held responsible for any technical problems you may suffer as a result of your use of this website.

Disclaimer

This site and the information, names, images, pictures, logos regarding or relating to OrthoPed Ltd are provided “as is” without any representation or endorsement made and without warranty of any kind whether expressed or implied. To the extent permitted by law OrthoPed Ltd shall not be liable for any direct, indirect or consequential loss or damage including, loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, loss of goodwill, wasted management or office time incurred by any user in connection with our site or in connection with its use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

This does not affect our liability for death or personal injury caused or arising from our negligence nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

Linking to our Site

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link from any website that is not owned by you.

Our website must not be framed on any other site, nor may you create a link to any part of our site other than the home page, without our prior consent (not to be unreasonably withheld or delayed). We reserve the right to withdraw linking permission without notice.

If you wish to make any use of material on our sites other than that set out above, please email info@orthoped.co.uk

Third Party Websites

OrthoPed Ltd takes no responsibility for the content of external websites. If the website contains links to websites operated by parties other than OrthoPed Ltd, such links are provided for the user’s convenience only. OrthoPed Ltd does not control such websites and is not responsible for their content. OrthoPed Ltd’s inclusion of links to such websites does not imply any endorsement of the material on such websites or any association with their operator. We accept no responsibility or liability for the contents of any linked website.

Privacy and Data Protection

Our usage of your personal information is governed by our Privacy Policy and Data Protection Policy, which form part of these terms. Please read the Privacy Policy and Data Protection Policy carefully – they deal with your rights and our obligations in relation to your personal data, including what we can do with it, to whom we may disclose it together with your rights of access.

Viruses, hacking and other offences

You must not misuse our sites by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored, or any server, computer or database connected to our sites. You must not attack our sites via a denial-of-service attack or a distributed denial-of service attack.

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our sites or to your downloading of any material posted on it, or on any website linked to it.

Sales Terms and Conditions

Definitions

  1. “Buyer” means the organisation or person who buys Goods from the Seller;
  2. “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller;
  3. “Delivery date” means the date specified by the Seller when the Goods are to be delivered;
  4. “Goods” means the articles to be supplied to the Buyer by the Seller;
  5. “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
  6. “Price” means the price set out in the list of prices of the Goods maintained by the Seller as amended from time to time or such other price as the parties may agree in writing plus such carriage, packing, insurance or other charges or interest on such as may be quoted by the Seller or as may apply in accordance with these conditions;
  7. “Seller” means OrthoPed Ltd

General

  1. These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may seek to apply under any purchase order, order confirmation or similar document.
  2. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
  3. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
  4. Any variation to these Conditions (including any special terms and conditions agreed between the parties including without limitation as to discounts) shall be inapplicable unless agreed in writing by the Seller.
  5. Any advice, recommendation or representation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods or otherwise which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and, accordingly, the Seller shall not be liable for any such advice, recommendation or representation which is not so confirmed.
  6. Nothing in these Conditions shall affect the statutory rights of any Buyer dealing as a consumer.

Consumer Right to Cancel (for Online Sales)

  1. If you are purchasing as a consumer (i.e., for personal use and not for a business), you have the right to cancel your order within 14 days of receiving the goods, in accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
  2. To cancel your order, you must notify us in writing (by email or post) within 14 days of receiving the goods. You must then return the goods within 14 days of informing us of your cancellation.
  3. We will issue a refund within 14 days of receiving the returned goods, using the same payment method you originally used. Shipping costs will also be refunded unless you selected an express or premium delivery service.
  4. You are responsible for return postage costs unless the item is faulty or incorrect.

Price and Payment

  1. Payment of the Price is strictly cash with order unless a credit account has been established with the Seller in which event payment of the Price is due 30 days following the date of invoice.
  2. The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due, interest to accrue from the due date until the date of payment at a rate of 2% per annum above the base rate of the Bank of England.
  3. The Seller reserves the right to grant, refuse restrict, cancel or alter credit terms at its sole discretion at any time.

  4. If payment of the Price or any part thereof is not made by the due date, the Seller shall be entitled to:

    1. require payment in advance of delivery in relation to any Goods not previously delivered;
    2. refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
    3. appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract) as the Seller may think fit;
    4. terminate the contract.

  5. At the Sellers discretion Goods may be provided for free for a trial period:

    1. The trial period shall commence upon the delivery of the Goods to the Buyer and shall expire once the Buyer has used the consumable Goods provided as part of the trial period;
    2. The Buyer may use the Goods during the trial period with any patients;
    3. The property in the non-consumable Goods, shall not pass to the Buyer
    4. The Buyer will retain the packaging provided with the non-consumable Goods, in the event that the non-consumable Goods are returned;
    5. The Buyer agrees to take care of the Goods and prevent any abuse/damage of the Goods during the trial period. Operations and care instructions are included with the trial Goods. Any damages caused during the trial period will be charged at cost;

    6. At the expiration of the trial period, the Buyer agrees to either:

      1. Purchase additional consumable Goods at the quoted prices; applicable taxes and shipping charges will also be applied:

      2. Upon receipt of cash or cleared funds in full of the Price of the additional consumable Goods the property in the non-consumable Goods delivered for the purpose of the trial period shall pass to the Buyer.

        or

      3. Return the non-consumable Goods to the Seller;
      4. Return should be made within 14 days of expiration of the trial period;
      5. The non-consumable Goods must be placed in the original packaging provided upon delivery. If the Buyer has not kept the packaging it is the Buyers responsibility to ensure adequate packaging is used to prevent damage;
      6. All Goods will be checked for damage and misuse upon receipt. Any damages will be charged to the Buyer at cost.
    7. In the event that the Buyer does not purchase additional consumable Goods, the Buyer does not follow the instructions above, or if the Buyer does not return the non-consumable Goods within 14 days of the expiration of the trial period, the Seller will invoice the Buyer for the non-consumable Goods at cost.

Description

  1. Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.

Product Liability & Medical Disclaimer

  1. Our products are intended for general orthopaedic support and should not be considered a substitute for medical advice. You should consult a healthcare professional before using any orthopaedic product, particularly if you have an existing medical condition.
  2. OrthoPed Ltd is not responsible for misuse or incorrect application of any product. Customers must follow all provided instructions to ensure safe and effective use.
  3. Products subject to UK regulatory standards (such as UKCA or MHRA marking) will have compliance details available on the product page.

Sample

  1. Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so far as to constitute a sale by sample.

Delivery & Order Fulfilment

  1. Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
  2. The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract and while every reasonable effort will be made to comply with such dates compliance is not guaranteed and the Buyer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery date stated.
  3. If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such time as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.
  4. If the Buyer fails to accept delivery of Goods on the delivery date or within 3 days of notification that they are ready for despatch whether prior to or after the delivery date the Seller reserves the right to invoice the Goods to the Buyer and charge them therefore. In addition, the Buyer shall then pay reasonable storage charges or demurrage as appropriate in the circumstances until the Goods are either despatched to the Buyer or disposed of elsewhere.
  5. The Seller shall be entitled to deliver the Goods by instalments and where the Goods are so delivered, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat any other related contract as repudiated.
  6. Where the Buyer requires delivery of the Goods by instalments, rescheduling requires the Seller’s written agreement and will not be possible unless at least 3 month’s written notice is provided and so agreed. Each delivery shall constitute a separate contract and failure by the Buyer to pay the Price in respect of any instalment shall entitle the Seller to treat any other related contract as repudiated in addition to any other rights of the Seller pursuant to these Conditions.
  7. Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within 3 months of the delivery date.

Acceptance

  1. The Seller is a distributor of goods and the Buyer is exclusively responsible for detailing the specification of the Goods, for ascertaining the use to which they will be put and for determining their ability to function for that purpose.
  2. The Buyer is required to test Goods upon delivery and shall be deemed to have accepted the Goods 14 days after delivery to the Buyer. Accordingly, no claim for defect, damage or quality will be entertained (without prejudice to the Seller’s other rights pursuant to these Conditions) unless written notice together with all supporting evidence is received by the Seller within 14 days of delivery. After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
  3. The Buyer shall not remove or otherwise interfere with the marks or numbers on the Goods.
  4. The Buyer shall accept delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or lesser than the quantity purchased provided that any such discrepancy shall not exceed 5%, the Price to be adjusted pro-rata to the discrepancy.

Returns & Refunds

  1. Your Rights to Cancel & Return

    • If you are purchasing as a consumer, you have the right to cancel your order within 14 days of receiving the goods, in accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
    • To cancel your order, you must notify us in writing (by email or post) within 14 days of receiving the goods. You then have 14 days to return the goods once we have been notified.
    • We will accept returns of faulty items, which may be returned within 6 months of purchase.
    • We will issue a refund within 14 days of receiving the returned goods, using the same payment method you originally used. If the item is returned due to a change of mind, we will refund the product cost, but not any upgraded shipping fees.
    • You are responsible for return postage costs unless the item is faulty or incorrect.

  2. How to Initiate a Return

    1. To start a return, please contact us at info@orthoped.co.uk with the following details:

      • Your order number
      • The product name
      • The reason for return
      • Whether you prefer a refund or replacement
    2. We will respond within 5 business days with return instructions.

  3. Return Shipping Costs & Process

    • If you are returning an item because you changed your mind, you are responsible for return postage costs. We recommend using a tracked service, as we are not responsible for lost or damaged returns.
    • If your item is faulty, damaged, or incorrect, we will cover the cost of return shipping and provide a prepaid return label.

  4. Condition of Returned Items

    • Returned items must be:

      • Unused and in their original packaging
      • Free from damage or signs of wear
      • With all included accessories, manuals, and labels
    • Due to hygiene and safety regulations, orthopaedic products that come into direct contact with the skin, such as braces, supports, and insoles, cannot be returned once opened, used, or removed from their sealed packaging. If an item is non-returnable for hygiene reasons, this will be clearly stated on the product page. If you are unsure whether your item qualifies for return, please contact us before opening the packaging.
    • Some of our products may be classified as medical devices under UK regulations. These items are intended for general orthopaedic support and should not be considered a substitute for medical advice. If you have a medical condition, we recommend consulting a healthcare professional before purchasing.
    • Products subject to UK regulatory standards (such as UKCA or MHRA marking) will have compliance details available on the product page.

  5. Refunds & Processing Time

    • Refunds will be issued to the original payment method.
    • Once we receive and inspect your return, we will process the refund within 5 business days. Depending on your payment provider, it may take an additional 3-5 business days for the funds to appear in your account.

  6. Exchanges

    • We do not offer direct exchanges. If you wish to exchange your OrthoPed splint, please return it for a refund and place a new order.
    • All re-purchases are subject to stock availability.

  7. Faulty or Incorrect Items

    • If your item is faulty, damaged, or incorrect, you must notify us within 14 days of receiving the order.
    • For medical and orthopaedic products, please do not use the item if it appears faulty. We will provide instructions on how to safely return or dispose of defective items.
    • We will arrange for a replacement or full refund, including shipping costs, at no charge to you.

  8. Legal Compliance

    • This Returns & Refunds Policy complies with the Consumer Rights Act 2015 and Consumer Contracts Regulations 2013.
    • Your statutory rights remain unaffected.

Risk & Title

  1. Risk of damage or loss of the Goods shall pass to the Buyer in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection, or in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery.
  2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the Price of the Goods and of all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.
  3. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property.
  4. Until payment of the Price the Buyer shall be entitled to resell or use the Goods in the course of its business but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
  5. Until such time as the property in the Goods passes to the Buyer (and provided that the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or of any third party where the Goods are stored and repossess the Goods.
  6. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
  7. The Seller shall be entitled to recover the Price notwithstanding that property in any of the Goods has not passed from the Seller.

Insolvency of Buyer

  1. If the Buyer fails to make payment for the Goods in accordance with the contract of sale or commits any other breach of this contract of sale or if any distress or execution shall be levied upon any of the Buyer’s property or the Goods or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented of if a receiver, administrator administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business or assets or if the Buyer shall suffer any analogous proceedings under foreign law or if any such matter as provided for in this clause is reasonably apprehended by the Seller all sums outstanding in respect of the Goods shall become payable immediately.
  2. The Seller may in the circumstances set out in clause 1 of Insolvency of Buyer above also in its absolute discretion, and without prejudice to any other rights which it may have, exercise any of its rights pursuant to clause Risk & Title above.

Warranty

  1. Where the Goods are found to be defective, the Seller shall, replace defective Goods free of charge within the manufacturer’s warranty period if acceptable from the date of delivery, subject to the following conditions;

    1. the Buyer notifying the Seller in writing immediately upon the defect becoming apparent;
    2. the defect being due to faulty design, materials or workmanship;
  2. Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller.
  3. Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer and the Buyer shall have no other remedy against the Seller
  4. The Seller shall be entitled in its absolute discretion to refund the Price of the defective Goods in the event that the Price has already been paid.
  5. The remedies contained in this Clause are without prejudice and subject to the other Conditions herein, including, but without limitation, to conditions stated under Liability and Limitation of Liability below.

Liability

  1. No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:

    1. the correspondence of the Goods with any description or sample;
    2. the quality of the Goods; or
    3. the fitness of the Goods for any purpose whatsoever.

  2. No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:

    1. the correspondence of the Goods with any description;
    2. the quality of the Goods; or
    3. the fitness of the Goods for any purpose whatsoever.
  3. Except where the Buyer deals as a consumer all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are hereby excluded from the contract to the fullest extent permitted by law.
  4. For the avoidance of doubt the Seller will not accept any claim for consequential or financial loss of any kind however caused.

Limitation of Liability

  1. Where any court or arbitrator determines that any part of the Liability clause above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the Price.
  2. Nothing contained in these Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.

Intellectual Property Rights

  1. The Buyer will indemnify us against all liabilities for infringement of third party intellectual property rights arising from our compliance with the Buyer’s specific requirements regarding design or specification for the Goods or arising from the use of the Goods in combination with other products.
  2. In the event that all the Goods or the use thereof (subject as aforesaid) are held to constitute an infringement of any intellectual property rights and the use is thereby prevented, the will at its own expense and option either procure for the Buyer the right to continue using the Goods or replace the same with a non-infringing product, or modify the Goods so that they become non-infringing, or may elect to retake possession of the Goods and refund the Price. Subject to the foregoing, the Seller shall be under no liability to the Buyer for any loss, damage or enquiry, whether direct or indirect, resulting from any intellectual property right infringement of the Goods.
  3. All Intellectual Property Rights produced from or arising as a result of the performance of any contract shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
  4. All orders are processed in accordance with the quality system elements of ISO 9001 however the Goods may not have been procured from a quality assured source unless there is an asterisk (*) against the relevant items.

Force Majeure

  1. The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may without liability on its part, terminate the contract or any part of it.

Relationship of Parties

  1. Nothing contained in these Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Conditions shall be deemed to construe either of the parties as the agent of the other.

Assignment and Sub-contracting

  1. The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.

Waiver

  1. The failure by either party to enforce at any time or for any period any one or more of the Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Conditions of this Agreement.

Severability

  1. If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

No Set Off

  1. The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim which the Buyer may have or allege to have for any reason whatsoever.

Entire Agreement

  1. These Conditions and any documents incorporating them or incorporated by them constitute the entire agreement and understanding between the parties.

Governing Law and Jurisdiction

  1. This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.