Terms and Conditions

Ambu Ltd Terms & Conditions
Ambu Ltd of First Floor Incubator 2, Alconbury Weald Enterprise Campus, Alconbury Weald, Huntingdon PE28 4XA


Definitions
a] “Company” means Ambu Ltd (Company Number 2727032) whose registered office is: Dixcart House, Addlestone Road, Bourne Business Park, Addlestone, Surrey, KT15 2LE.
b] “Customer” means the person, firm, company or other legal entity (including without limitation any hospital, prison, wholesaler or government agency) placing an order with the company.
c] “Items, Products, Orders” means all those items and materials that are supplied to the Customer by the Company under the Contract.
d] “Conditions” means these Conditions.


Words in the singular shall include the plural and vice-versa.

The headings in these conditions are intended for reference only and shall not affect their construction.

These Conditions shall apply to and govern all contracts for the sale of items entered into by the Company. Any deviations or amendments to these Conditions must be accepted by the Company
in writing. These Conditions shall be deemed to be incorporated in any quotation received from the Company, and the Customer’s own Conditions shall not be regarded as a counter offer. No employee, representative or sales person has the Company’s authority to vary, amend or waive any of these Conditions on behalf of the Company and no amendment or additions to any of these Conditions shall be deemed to have been accepted unless accepted in writing by a director of the Company or set out as a special condition within the order confirmation.

Items are sold on the understanding that they will be used for their intended purpose. No responsibility will be accepted by the Company, for trained or untrained personnel without qualified supervision using or misusing equipment supplied by the Company.

The Company takes special care to show correct sizes, specifications, descriptions and pricing. All colours are as near as the printing process will allow. These are given as a guide and in good faith,
however they are subject to alteration by the Supplier or Company without notice.

1. General
1.1] For the avoidance of doubt, nothing in this agreement shall confer on any third party any benefit of the rights to enforce any terms of this agreement.
1.2] Telephone calls received by the Customers ordering process and customer services department may be monitored for quality control, staff training and service improvement purposes.
1.3] Customers entering into transactions with the Company warrant that they are authorised to accept and are accepting these Conditions.

2. Representations
2.1] The Customer acknowledges that neither the Company nor its employees have any professional or medical qualifications to advise as to the fitness for purpose or suitability of products. Except in the instance where employees have received specific professional or medical training.
2.2] Visuals and images in our documents (in some instances) are for illustrative purposes only and the Company cannot be held liable or responsible for such images or changes that may occur in product design.

3. Quotations and Proposals
3.1] A quotation by the Company shall not constitute an offer and there shall be no binding contract until the Company has accepted the order by fulfilling the order. A quotation shall be valid only for the period stated, and if no period is stated this is deemed to be for 30 days from the date of quotation.
3.2] The Company reserves the right to alter any specification or any items and to withdraw the availability of any items without notification.
3.3] Unless otherwise specifically stated, all prices quoted by the Company are exclusive of VAT, which shall be due at the prevailing rate on the date of the Company’s invoice to the Customer.
3.4] Some deliveries may incur additional delivery charges.

4. UK Cross Boarder Orders
4.1] Carriage will vary on destination, weight and method of shipment. Please contact the Company’s Customer Service on 01480 498403 or uksales@ambu.com for further details and information.
4.2] When ordering items intended for delivery outside the United Kingdom by the Customer, the customer will still be liable for UK tax. Any import duties and taxes which are levied once the items reach the specified destination are the customer’s responsibility to arrange. The Customer will be liable for all charges incurred. It is the Customer’s responsibility to comply with the laws and regulations in the country of destination.

5. Dispatch and Delivery
5.1] The Company will use every endeavour to dispatch items within 48 hours of receiving an order using the most appropriate route. This is subject to stock availability, timing and certain regulations or Bank Holidays. The Company cannot accept any responsibility for transport delays causing late delivery.
5.2] The items will be delivered to the address stated by the Customer or on the Customer’s record and it is deemed the responsibility of the Customer to confirm the details, advise of any special delivery requirements (opening times, restricted entrances, stairs, etc) at the time of order placement. The Company cannot accept any liability as a consequence of lack of information supplied by the Customer.
5.3] All orders are subject to the Company’s current carriage charges. The Company reserves the right to change this at any time at its sole discretion.
5.4] Additional carriage charges may apply to certain destinations in the UK, such as the Channel Islands, Scottish Highlands and others.
5.5] Extra handling charges may be incurred for re-dispatched parcels.
5.6] Estimated delivery dates are quoted in good faith but shall not be binding.
5.7] In case of non-delivery/delivery discrepancies, Customers must advise the Company within 7 working days of the date of the invoice or receipt of delivery so that the Company can investigate and ascertain the location of the items. The Company will not accept claims that are not made within 7 working days.
5.8] Where non-delivery/delivery discrepancy claims are raised after the period stated in clause
5.7 and proof of delivery is provided, the customer will still be liable for payment of the invoice.

6. Cancellations and Variations
6.1] The Company will use all reasonable endeavours to meet the Customer’s requirements. The Customer has a statutory right to cancel an order within 14 days, notwithstanding special ordering requirements as per Clause 9.2. The Company shall be under no obligation to accept cancellation or other amendment to any order or part thereof. When the Company agrees such a cancellation / amendment, it is on the understanding that Clause 9 may be levied at the Company’s discretion.
6.2] No cancellation, suspension or variation by the Customer of any order submitted to the Company shall be valid unless agreed by the Company in writing.
6.3] The Company reserves the right to charge a cancellation / restocking fee of up 25% of the net value of the items as a condition of their agreement.

7. Prices and Payment
The Company reserves the right to amend the price of items at any time without notice.
7.1] All prices provided exclude VAT unless otherwise stated. Any Customer or Organisations exempt from VAT must provide a validated certificate or declaration at time of ordering.
7.2] The final price to be paid by the Customer shall be shown on the Company’s invoices[s].
7.3] For items purchased on account, payment of invoices is due within 30 days of the date of the Company’s invoice, unless otherwise stated.
7.4] Payments are accepted by BACs or Cheque. Only Paypal is accepted on the company’s ecommerce site.
7.5] If the Customer defaults in paying any sum as and when it becomes due, the Company shall have the right to suspend all further account activity until the default is made good and / or to cancel the contract so far as any items remaining to be delivered thereunder. The Company reserves the right to restrict or refuse credit terms or credit account applications at any time.
7.6] The Company reserves the right to place any account on hold if there are overdue invoice[s] on the account.
7.7] Any bank charges incurred by the Company in respect of dishonoured cheques will be payable by the Customer.
7.8] In the event that the Customer fails to pay any monies by the due date, all monies payable by the Customer shall become immediately due and payable. The Company shall be entitled to charge interest on outstanding monies both before and after Judgment from the due date to the date of actual payment at the rate of 4% per annum over the base rate. Where the circumstances of the parties are such that the Late Payment of Commercial Debts Act 1998 is applicable, the Company may choose to charge interest at the maximum rate permissible under that Act. The Customer shall also indemnify the Company against expenditure on all costs of recovery including without limitation legal fees, costs and disbursements reasonably incurred.
7.9] Ownership of goods transfers to the customer upon receipt. However, the Company reserves the right to demand return of goods should payment of the invoice not be received within the stated terms.

8. Title and Risk
8.1] The risk in items sold to the Customer shall pass to the Customer upon receipt of delivery.
8.2] The risk remains with the Customer against clause 9.5.

9. Returns
9.1] Items are not supplied on a sale or returns basis. Return of non-faulty items will only be accepted at the sole discretion and with the written permission of the Company.
9.2] Items specifically ordered, confirmed or made as per the Customer’s own specifications will not be accepted for return unless faulty in accordance with the Company’s Conditions and at their sole discretion. Cancellation terms as per Clause 6 will apply.
9.3] All items must be checked by the Customer at the time of delivery as a signature on a delivery or consignment note will constitute acceptance.
9.4] In the event that the Customer is not satisfied with the items, and the items are not defective, the Company reserves the right to accept the return or reject the items at its absolute discretion.
9.5] If items are accepted for return, acceptance is subject to the Customer accepting and following the procedure and conditions:
    a) Customer contacts the Company to request return of goods, stating the reason.
    b) If approved, the Company will issue a Returns Note Number to accompany any returns.
    c) Return by the customer or collection by the Company will be agreed with the customer, depending on the reason for the return. The Company will only collect free of charge if the requirement for return is due to an error made by Company. If the return is due to a customer error (i.e: over ordered, incorrect product ordered, not required) and the customer is unable to arrange the return, the company may agree to collect the goods, however a handling charge/collection fee may apply.
    d) If the item to be returned is relating to an old order and the Company agree to the return, the Company reserves the right to charge a re-stocking fee. Please note, if the items in question are of
low expiry, the Company reserves the right to refuse the return.
    e) If credit is to be issued against any returns, it will be done so once the returned goods have been received by Company. Where a carriage charge was applied to the order (i.e non-contract item, timed delivery service etc..), this charge cannot be credited and will still stand.
    f) The Company accepts no responsibility for returned items lost or damaged, during transit.
    g) Items must be returned unopened and with the original packaging intact. Items received back in an unsellable condition will not be credited.
    h) If the customer disposes of the stock at their own discretion, the customer will still be liable for the payment of the invoice, if the invoice is outstanding at the time of the product being destroyed.
9.6] In the event that an item is defective within the meaning of the Sale of Items Act 1979 [as amended] the Company reserves the right to replace the items as an alternative to refunding the cost, at its absolute discretion.

10. Warranty and Liability
10.1] The Company shall not in any way whatsoever be liable for indirect or consequential loss or damage, being loss or damage which does not directly and naturally flow from the supply of items or materials, including without limitation, loss of profits, loss of use, overhead costs, collateral damage or of contracts arising out of the supply or failure to supply items or services by the Company [other than liability for death or personal injury resulting from the negligence of the Company] and whether arising from the breach of contract, negligence or for any other liability whatsoever and howsoever arising, whether by statute or otherwise.
10.2] In all other cases [being cases of direct and natural losses or damage] it is specifically provided and agreed that the compensation and damages payable under any claim or claims arising out of the contract between the parties under whatsoever pretext shall not under any circumstances amount in aggregate to more than the contract price of the items forming the subject of the claim or claims.
10.3] No liability for such direct losses or damages shall attach to the Company unless details of such losses are notified to the Company in writing within 3 days of the date of delivery of the items, or the date of the event giving rise to such loss if it is not apparent upon the date of delivery. In cases of alleged non-delivery, it is a condition of acceptance of any claim that claims are notified to the Company within 7 days of the anticipated delivery date so that appropriate action can be pursued by the Company.
10.4] Items are supplied according to the warranties, descriptions and specifications in the relevant documents, marketing materials or operating instructions from either the Company, the Supplier or the Manufacturer. The Company shall not be liable for any breach of warranty where the items have been altered in anyway whatsoever, improperly installed or operated, damaged by fire, water, smoke or chemicals, daily usage or any maintenance requirements not complied with by the Customer.
10.5] Warranties do not constitute product insurance.

11. Specials Offers, Discounts
11.1]. Special offers and discounts are made available occasionally and carry a period of validity. Any offers made available cannot be claimed after the validity period and the company reserves the right to withdraw any offers or discounts.

12. Use of Information and Privacy
The Company confirms that any personal Information which the Customer provides is held in accordance with the Data Protection Act 2018 (DPA 2018), the General Data Protection Regulation (GDPR) and consumer legislation. The Company will use Customer’s information for the management of credit scoring, legitimate business purposes, including establishment and management of customer and supplier relationships completion of purchase orders, quotes, samples, communication, fulfilment of legal obligations or requirements, performance of contracts, providing services to customers, etc. The Company may monitor and record calls as described in Clause 1.

13. Force Majeure
If the Company is hindered or prevented from fulfilling any contractual obligation due to any cause beyond its reasonable control or by its inability to produce any items, the Company may at its absolute discretion delay the performance of or cancel the whole or any part of the contract without incurring any liability whatsoever.

14. Jurisdiction
These Conditions and all contracts entered into are governed by and are to be construed in accordance with the laws of England and Wales. You agree to submit to the jurisdiction of the Courts of England and Wales in relation to any contract entered into under these Conditions.