Terms & Conditions

1. Interpretation

What the defined terms mean

"We", "us", "our" means Elarix Medical Ltd, company number 16602969, of Unit 3, Twenty4 Secure Storage, Armley, Leeds, LS12 4HP.

"You", "the Customer" means the business placing an order.

"Goods" means the products we supply. "Order" means your request to buy Goods. "Contract" means the contract formed when we accept an Order under clause 4.

"Business Day" means Monday to Friday excluding public holidays in England.

2. Application of these terms

Which terms apply, and which do not

These terms apply to the Contract to the exclusion of any other terms you seek to impose or incorporate, including any terms printed on your purchase order or in your own conditions of purchase. Our acknowledgement of a purchase order does not mean we accept your terms.

We sell only to businesses. By ordering you confirm you are acting in the course of a business and not as a consumer. The Consumer Rights Act 2015 and the Consumer Contracts Regulations 2013 do not apply to this Contract.

3. Trade accounts

Applying, approval, and keeping your details current

Access to trade pricing requires an approved account. We may ask for your company registration number, VAT number, trading address and the details of the person authorised to order. We may verify these against public registers.

We may decline an application, or suspend or close an account, at our discretion. Where we do so we will tell you, and any accepted Orders already in progress will be honoured unless clause 17 applies.

You must keep your account details accurate, and tell us promptly if the authorised contact changes. You are responsible for Orders placed using your account credentials.

4. Orders

How a contract is formed, and the minimums that apply

An Order is an offer by you to buy Goods. No Contract is formed until we accept it, which happens when we dispatch the Goods or confirm acceptance in writing, whichever is earlier. An order acknowledgement generated automatically by the website is not acceptance.

Goods are sold in minimum quantities and multiples shown on each product page. The standard minimum is 10 units per line. We may reject or adjust an Order that does not meet them.

We may reject an Order where the Goods are unavailable, where a price or description was published in error, or where we reasonably believe the Order is not for legitimate business use.

You may cancel or change an Order only with our written agreement, and not once it has been dispatched.

5. Price

How prices are set and what they exclude

Prices are those shown on your account at the time we accept the Order. Volume bands are applied automatically by quantity per line.

All prices exclude VAT, which is charged at the prevailing rate. Prices exclude delivery unless stated. Delivery is charged at the rate shown at checkout, and Orders over £250 excluding VAT are delivered carriage paid to mainland UK addresses.

We may change published prices at any time, but not for an Order we have already accepted. Where a price is obviously wrong we may cancel the Order and refund any payment taken.

Where you are established outside the UK, you are responsible for any import duty, tax or clearance charge. For EU customers with a VAT number we validate on the VIES system, supplies may be zero rated under the reverse charge, and you must account for VAT in your own member state.

6. Payment

When payment is due, and what happens if it is late

Unless we have agreed credit terms in writing, payment is due in full before dispatch, by the methods offered at checkout.

Where credit terms are agreed, payment is due 30 days from the date of invoice. Time for payment is of the essence.

If you do not pay on time we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, suspend further deliveries, and require payment in advance for subsequent Orders.

You may not withhold or set off any amount against sums due to us. We may set off amounts you owe us against amounts we owe you.

7. Delivery

Timescales, collection, and what a delivery date means

Orders accepted before 1pm on a Business Day are normally dispatched the same day. Dispatch and delivery dates are estimates. Time of delivery is not of the essence and we are not liable for delay caused by a carrier or by circumstances beyond our control.

Collection from our Leeds warehouse is available by prior appointment during the hours published on the site.

We may deliver in instalments. Each instalment is a separate Contract, and a defect in one does not entitle you to cancel the rest.

If you fail to take delivery, we may store the Goods and charge you the reasonable costs of doing so, or after 14 days resell them and account to you for any excess over the sums you owe.

8. Risk and title

When the Goods become yours

Risk passes to you when the Goods are delivered to the address you gave, or when you collect them.

Title does not pass until we have received payment in full for those Goods and any other sums then due from you. Until title passes you must store the Goods separately, keep them identifiable as ours, keep them insured, and not remove any identifying mark.

You may resell the Goods in the ordinary course of business before title passes, but you do so as principal and not as our agent. If payment becomes overdue, or you become subject to any event in clause 17, your right to possess the Goods ends and we may enter any premises where they are stored to recover them.

9. Shortages, damage and returns

The windows you have to tell us, and what we accept back

Goods returned by agreement must be unused, in their original unopened packaging, in resaleable condition, and returned at your cost with a returns reference we issue. A restocking charge of 20% may apply.

We do not accept returns of Goods that have been opened where the packaging is a hygiene or sterility barrier, Goods made or sourced specially for you, or Goods where the packaging has been marked or relabelled.

Where Goods are faulty or not as described, we will at our option replace them, or credit or refund the price. Nothing in this clause limits our obligations where Goods are unsafe.

10. Onward supply and your obligations

What you agree to when you resell or fit our Goods

Where you resell, dispense or fit the Goods you agree to:

• Store and handle them in accordance with the instructions supplied
• Supply them complete with their labelling, instructions for use and packaging, unmodified
• Not alter, relabel or repackage them, or present them as your own product, without our written agreement
• Keep records sufficient to identify who you supplied, so that a safety notice can be actioned
• Comply with the laws and professional obligations that apply to your own supply, including the UK Medical Devices Regulations 2002 as amended

You are responsible for satisfying yourself that the Goods are suitable for your intended use and compatible with the devices you use them with.

11. Safety notices and recalls

What we will do, and what we need from you

If we issue a safety notice, field safety corrective action or recall affecting Goods you have bought, we will contact you using the details on your account. You agree to act on it promptly, to stop supplying the affected Goods, and to give us reasonable assistance in tracing the ones you have already supplied.

You must tell us promptly of any incident, complaint or suspected defect involving the Goods that could affect safety.

12. Warranty

What we warrant, and for how long

We warrant that on delivery the Goods will conform in all material respects to their description and specification, and be free from material defects in material and workmanship for 12 months from delivery, or the shelf life stated on the packaging if shorter.

This warranty does not apply where the defect arises from fair wear and tear, misuse, storage outside the stated conditions, failure to follow the instructions for use, alteration or repair by anyone other than us, or use with equipment the Goods are not specified for.

Except as set out in these terms, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

13. Liability

The limits on what we are responsible for

Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, for breach of the terms implied by section 12 of the Sale of Goods Act 1979, or for any other liability that cannot be limited by law.

Subject to that:

1. We are not liable for loss of profit, loss of business, loss of contract, loss of goodwill, loss of anticipated saving, or any indirect or consequential loss.
2. Our total liability in respect of all claims arising under or in connection with a Contract is limited to the price paid for the Goods giving rise to the claim.

These limits reflect the price of the Goods and the allocation of risk between us. You should insure against the risks not covered.

14. Intellectual property

Our brands and how they may be used

All intellectual property in the Goods, in our brands including Alvera, and in our product images, descriptions and documentation remains ours. Nothing in these terms transfers any of it to you.

You may use our product images and descriptions to resell the Goods, provided you do not alter them in a way that changes their meaning, and provided you stop on request.

15. Data protection

How we handle personal data under the Contract

Each party will comply with applicable data protection law. We process personal data relating to your staff as a controller, as described in our privacy policy.

16. Force majeure

Events outside either party's control

Neither party is liable for failure or delay caused by an event beyond its reasonable control, including supply chain failure, carrier failure, industrial action, fire, flood, epidemic, or an act or restriction of government. If the event continues for more than 8 weeks, either party may terminate the affected Contract with immediate effect by written notice.

17. Suspension and termination

When we may stop supplying

We may suspend supply or terminate a Contract with immediate effect by written notice if you fail to pay any amount when due, commit a material breach that is not remedied within 14 days of written notice, suspend or cease to carry on business, or become subject to an insolvency event.

Termination does not affect rights accrued before it, and the clauses which by their nature should survive will do so.

18. General

The standard provisions

Entire agreement. The Contract constitutes the entire agreement between us and supersedes any prior discussion. Neither party relies on any statement not set out in it, except that nothing limits liability for fraudulent misrepresentation.

Assignment. You may not assign or subcontract the Contract without our written consent. We may assign ours.

Third parties. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999.

Severance and waiver. If any provision is found unenforceable it is modified to the minimum extent necessary, and the rest is unaffected. A delay in enforcing a right is not a waiver of it.

Notices. Notices must be in writing and sent to the registered office or the email on the account.

Changes. We may amend these terms. The version in force when we accept your Order applies to that Contract.

19. Governing law and jurisdiction

Which law applies and where disputes are heard

The Contract, and any dispute arising out of it including a non-contractual one, is governed by the law of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.