Medical Device T&Cs — World Nano Foundation

TERMS & CONDITIONS OF SALE & SERVICE

Where there is a legal requirement under the European CE Mark or FDA in relation to medical devices a trained healthcare professional must always administer any such product which should form part of a diagnosis protocol.

1 DEFINITIONS

1.1 “Buyer” means the organisation or person of authority within the organisation who buys or agree to buy the Goods from the Seller;

1.2 “Customer” means the organisation or person with the organisation who buys or agrees to buy the Good/Services from the Seller;

1.3 “Buyer’s Purchase Order” means an order for Goods by the Buyer and acknowledged by the Seller in accordance with clause 2.2;

1.4 “Contract” means the contract between the Seller and the Buyer for the sale and purchase of Goods incorporating these Terms and Conditions;

1.5 “Delivery Date” means the date specified by the Seller when the goods are to be delivered;

1.6 “Goods” means the articles that the Buyer agrees to buy from the Seller;

1.7 “List Price” means the list of the prices of the Goods maintained by the Seller as amended from time to time;

1.8 “Price” means the price for the Goods excluding VAT (if applicable) or any analogous sales tax, carriage freight, postage or insurance costs;

1.9 “Seller” means The World Nano Foundation , 20-22 Wenlock Road London, England

1.10 “Terms and 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;

1.11 It is expressively understood that neither the Buyer nor the Seller are consumers, as defined by the Unfair Contract Terms Act 1977;

1.12 Any reference to a statutory provision shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.13 Buyer warranties means the organisation along with the person of authority warrants to the seller that they will supply details of the medical professional that must administer the product under strict diagnostic protocols as well as the audit trail that evidences this.

1.14 Legal requirement means that the buyer must in all circumstances warrant the seller and the manufacturer against any claims relating to failing to appoint a trained medical professional in all cases in relation to use of the testing device.

1.15 Manufacturer guarantee means that any claim by the buyer must be made directly with the manufacturer under that guarantee and not the selling agent.

2 CONDITIONS

2.1 These Terms and 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 that the Buyer may purport to apply under any purchase order, confirmation of order or similar document.

2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Terms and Conditions and shall be accepted by means of either the Seller’s standard acknowledgement form or the Seller’s invoice.

2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Terms and Conditions.

2.4 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

3 PRICE AND PAYMENT

3.1 The Price shall be that in the Seller’s current List price, or such other price as the parties may agree in writing. The Price is exclusive of VAT where applicable or any analogous sales tax, carriage, freight, postage or insurance costs.

3.2 Payment of the Price and relevant VAT and any other applicable costs shall be due immediately from the date of invoice – these are are international manufacturers standard payment terms.

3.3 Interest on overdue invoices shall accrue, and be charged, from the date when payment becomes overdue, on a daily basis at a rate of 2.00% per annum above the Bank Rate issued by the Bank of England – also commonly known as the Base Rate.

4 THE GOODS

4.1 The quantity and description of the Goods shall be as set out in the Buyers Purchase Order.

4.2 The Goods shall be required only to conform to the specification in the Buyer’s Purchase Order.

5 THE DELIVERY OF THE GOODS

5.1 Unless otherwise agreed, delivery of the Goods shall take place at the address specified in the Buyer’s Purchase Order by the Delivery Date and the Buyer shall be deemed to have accepted the Goods upon their delivery. The Buyer shall make all necessary arrangements to take delivery of the Goods whenever they are tendered for delivery.

5.2 The Delivery Date specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the Contract.

5.3 If the Seller is unavailable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be affected and the Buyer shall be liable for any expense associated with such storage.

5.4 The Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation. The Buyer must notify the Seller of the damage within 24 hours of delivery.

5.5 The Buyer shall notify the Seller of any order discrepancies within 24 hours of receipt of delivery.

5.6 Where goods supplied by the Seller have been supplied in sterile packaging, these will not be accepted back for return, unless the product is faulty. This is due to the potential risk of contamination or damage to sterile packaging/seals whilst the Goods are out of its control.

5.7 Risk shall pass on delivery of the Goods to the Buyer.

6 TITLE

6.1 The Seller indicates that it has good title to the Goods via the manufacturer or their agents.

6.2 Title to the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.

7 GUARANTEE

7.1 Where the Goods supplied by the Seller are found to be defective, the Seller shall repair, or in its sole discretion, replace defective Goods free of charge, subject to the following conditions:

7.1.1 The Buyer notifying the Seller of the defect within 5 days of the defect becoming apparent.

7.1.2 Such notice being served within 30 days of delivery.

7.1.3 The defect being due to the faulty design, materials or workmanship of the Seller.

7.2 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense.

7.3 Where the Goods have been manufactured and supplied to the Seller by a third party, and warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer.

7.4 Subject to the Seller’s liability under Clause 6 and subject to Clause 8 the Seller shall be under no liability whatever to the Buyer for any Loss (including loss of profit), costs, damages, charges or expenses incurred by the Buyer or for any loss or damage to or caused by the Goods.

7.5 Subject to this Clause 7 and to Clause 8, all other warranties, conditions or terms whether made expressly or implied by common law or by statute relating to use, quality, and/or fitness for purpose are excluded.

8 LIMITATION OF LIABILITY

8.1 Subject to Clauses 8.2 and 8.3, in the event of any breach if these Terms and Conditions by the Seller the remedies of the Buyer shall be limited to damages which shall in no circumstances exceed the Price of the Goods.

8.2 Nothing contained in these Terms and 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 proven negligence or that of its employees or agents.

8.3 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for breach of the warranties contained in Clause 6 or for the breach of warranty as to title and quiet possession implied by the Sale of Goods Act 1979 where such Act applied to the Contract.

9 FORCE MAJEURE

Neither party shall 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 party shall be entitled to a reasonable extension of its obligations.

10 SEVERANCE

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable 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 Terms and Condition had been agreed with the invalid illegal or unenforceable provision eliminated.

11 GOVERNING LAW AND JURISDICTION

These Terms and Conditions shall be governed by and construed in accordance with the Law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales.

12 General

These terms and conditions do not affect your statutory rights.

All products received by The World Nano Foundation for service, repair or investigation, shall be subject to an inspection and administration charge. The World Nano Foundation reserve the right to determine whether this charge is applicable, as defined in section 5. In all circumstances the manufacturer reserves the right to supply the same or similar product as replacement rather than repair.

13 Non-Warranty chargeable repair

Repair of a unit that is In-Warranty, but which needs to be repaired or replaced for the same or similar product for one of the following or similar reasons will be classified as a Non-Warranty but chargeable repair:

a) Accidental damage. Accidental damage to the unit, such as dropping it on the ground or in water, broken parts, damage caused by liquid entering the unit or other misuse due to failure of the Buyer to follow the instructions properly.

b) Beyond Economic Repair. The seller reserves the right to determine with the manufacturer of the supplied goods if a repair is economically viable and advise accordingly if it is considered non-cost-effective to proceed. Such a determination will be based on the age of the device, its perceived value and the estimated cost of repair. This determination will be subject to our standard inspection and administration charges.

c) No Fault Found (NFF). Given below are some examples of NFF:

Failure to use the unit properly according to instructions contained within the manual and warranty terms and conditions. If the unit is identified as NFF, the Buyer will be required to pay the cost of fault-diagnosis and shipping. These figures together with any other costs will be specified under the “quotation for chargeable repairs” procedure as set forth in this Agreement.

d) Fluid Damage. Fluid damaged devices are expensive to repair as all the major components must be replaced to ensure the safe operation of the device after repair. The cost of repairs is comparable to the cost of a new device. If fluid ingress is identified, the device shall be deemed beyond economical repair.

e) Tampering with the QA Approved label on a device will invalidate any existing warranty. If a unit is declared as In-warranty during the initial contact with the manufacturer and subsequently is diagnosed as misuse or accidental damage by manufacturers, the Buyer is liable for all cost relating to repair and shipping.

f) Ship-Back Un-repaired Charges. If the Buyer does not wish to proceed with the repairs, the Buyer is liable to pay the diagnostic, shipping and handling charge.

g) Scrapping of Devices. The Buyer must pay either the amount as per the Invoice or the Ship back Un-repaired charges within twenty-one (21) calendar days of the date of the Invoice relating to the Quotation. In case the customer fails to pay within the specified period, the Seller reserves the right to choose to either (a) return the Device to the customer without undertaking any repair services or (b) to scrap the device without further notice to the Buyer within a further thirty (30) days.

14 “The Buyers” warranty to the seller

“The Buyer” warrants in all circumstances to the seller that it has made full provisions to ensure that a qualified healthcare professional has been appointed to administer the diagnostic protocols set out in the European CE Mark directive on use and application of any medical device supplied by the seller.

“The Buyer" further warrants to the seller that they will supply full details of the medical professional that will administer the product under strict diagnostic protocols.

“The Buyer” also warrants it will upon request supply the audit trail and evidence that this has been adhered to. Failure to adhere to this will result in legal action and reporting to the relevant authorities.

15 Limitation of warranties

Except as expressly set out in this Agreement, all conditions, warranties and other terms, whether expressed or implied, written or oral, statutory or otherwise, with respect to any goods, products or services provided hereunder, including and without limitation, as to quality, care and skill and fitness for purpose are excluded.

16 Shipping

During shipping please retain your consignment number for tracking purposes.

17 Shipping – to Customer

Our manufacturers will make 2 attempts to deliver to the address as given by the customer. IF A “FAILURE TO DELIVER” HAS BEEN DUE TO INCORRECT ADDRESS SUPPLIED BY THE BUYER OR UNAVAILABILITY OF THE BUYER FURTHER CARRIAGE CHARGES WILL APPLY AT THE COST OF THE BUYER.

18 Delivery Times

Delivery Times quoted are for most UK Mainland addresses. Deliveries to Northern Ireland, Isle of Man, Scottish Highlands and Orkney Isles, Outer Hebrides, The Shetland Isles and mainland Europe will incur additional charges and may also experience delivery delays. Allow an additional 3 days for international delivery.

19 Risk

Responsibility of a unit is accepted and transferred to the Buyer upon documented receipt of delivery. The unit must only be sent to the address specified and the unit must be signed for upon delivery. The Seller accepts no liability after documented delivery of the unit is confirmed.

20 Time Limitation for Notification of Claims

Unless one of the following notifications is made and received within the timescales indicated, then the unit will be deemed to have been delivered satisfactorily in full working condition:

21 Missing, Loss and Damage in transit after repair

If a unit arrives in a damaged condition you must inform us of the damage within 2 days from the receipt of the unit.

If you have not received in an anticipated period, please contact the Seller service department. The Seller will initiate the insurance claim process if a unit is found to be lost and/or missing in transit after dispatch.

22 Loss and Damage in transit

If transport for your units is arranged by the Seller, we will notify the customer of any damage in transit. In such circumstances, we will meet the cost of any such damage by seeking claims under our insurance coverage.

If the unit is sent to the Seller directly by you it is your responsibility to have appropriate packaging and insurance coverage for any loss or damage. We will notify you of any damage in transit in such circumstances. This is the responsibility of the Buyer and after notification the Seller will await advisement before proceeding.

23 Service Contracts

The Seller offers a range of versatile and cost-effective service contracts designed to meet your needs for support of our products and are happy to discuss any specific requirements which you may have.

24 Customer responsibilities

It is the responsibility of the Buyer to use the device under the manufacturers guidelines within the warranty period, failure to comply with this will result in the warranty cover being lost. This cannot be reinstated after the cover has been lost.

Where there is a legal requirement under the European CE Mark or FDA in relation to medical devices where a trained healthcare professional must always administer any such product which should form part of a diagnosis protocol.

25 Our responsibilities

It is the responsibility of the Seller to carry out all work in organising supply from the manufacturers within a 30 day turn around period. All devices returned should be in a working clean and fit state and accepted by the Buyer. The device should be returned with a service report which will detail, faults reported, detected and corrective actions taken including any parts used to carry out the corrective action. The Seller cannot be held responsible for international delays due to the current COVID-19 pandemic.

26 Damage

Devices are not covered for damage including accidental damage. This includes drop failures, crushing, fluid ingress, chemical damage, fire damage or misuse (this list is not exhaustive the Seller reserves the right to decide upon inspection if a device has been subject to conditions outside of its normal operating parameters) on detection that a problem has developed due to damage approval by the Buyer will be requested in the form of a purchase order and repair will commence upon receipt of the order.

CONTAMINATED GOODS

PLEASE NOTE – ALL GOODS TO BE RETURNED TO THE MANUFACTERER MUST HAVE BEEN DECONTAMINATED PRIOR TO RETURN. WE WILL NOT ACCEPT CONTAMINATED GOODS UNDER ANY CIRCUMSTANCES.

WASTE EQUIPMENT AND OTHER WASTE MATERIALS

BUSINESS CUSTOMERS ARE REQUIRED TO DISPOSE OF WASTE IN ACCORDANCE WITH THE WASTE REGULATIONS IN RELATION TO THE TREATMENT, RECYCLING AND RECOVERY AND ENVIRONMENTALLY SOUND DISPOSAL METHODS.

These terms and conditions apply to all products any variation (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing.

IMPORTANT REMINDER NOTICE

Under our terms and conditions of purchase should any organisation fail to adhere to this directive we would make claim against them.

“The Buyer" warrants to the seller that they will supply full details of the medical professional that will administer the product under strict diagnostic protocols.