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Terms of Purchase

 
1. DEFINITION. 'Company' means Key Surgical Limited. 'Seller' means the person, company or organisation with whom the contract is placed whether for the supply of Goods or Services. 'Goods' means the articles, materials or services (or any combination thereof) described in the Contract. 'Delivery' means the receipt of the goods or services by the Company at the place specified in the Order. 'Order' means the Company's official instructions in writing to supply the goods or services. The 'Contract' means
(i) where the Seller submits an offer to the Company, the Seller's offer and the Company's unqualified written acceptance or
(ii) in all other cases, the Company's order and the seller's unqualified written acceptance together with, in both instances, these Conditions and any documents incorporated in the Contract by express reference.
 
2. ACKNOWLEDGEMENT. The Company shall be bound by the Order only –
(i) if it is placed on the Company's official order duly authorised by a Company official and
(ii) if the seller accepts in writing within 7 days from the date of the Order.
 
3. VARIATIONS Neither the Company nor the Seller shall be bound by any variation, waiver of or addition to these Conditions or to the prices first quoted for this order except as agreed by both parties and signed on their behalf.
 
4. ASSIGNMENT & SUB-CONTRACTING No part or detail of the Contract may be sublet or may be assigned or otherwise disposed of without the Company's previous consent in writing.
 
 
5. QUALITY & DESCRIPTION The Company's order is placed on the basis that the goods and/or services shall:
(i) conform as to quantity, quality and description with the particulars stated on the Order
(ii) be of sound materials and first-class workmanship
(iii) be equal in all respects to the samples, patterns, description or specifications provided or given by either party
(iv) be capable of any standard of performance specified in the Order
(v) be fit for purpose if the purpose for which they are required is indicated on the Order either expressly or by implication
 
6. INSPECTION & TESTING
(i) The Company reserves the right, unless otherwise agreed, to inspect and test the Goods at any time during manufacture, processing or storage. If the Company exercises this right, the Seller shall provide or procure the facilities and accommodation as may reasonably be required by the Company in pursuance. The Seller shall also, at the request of the Company, supply to the Company a copy of the Seller's Test Sheets certified by the Seller to be a true copy.
(ii) if, as a result of such inspection or testing, the Company's representative is of the opinion that the Goods do not comply with the Contract or are unlikely on completion of manufacture or processing so to comply, he/she shall inform the Seller accordingly in writing and the Seller shall immediately take steps as may be necessary to replace the Goods so rejected to the reasonable satisfaction of, and at no extra cost to, the Company.
 
7. DELIVERY Unless otherwise agreed, all Goods to be supplied carriage paid to the Company or any branch or depot as may be directed by the Company. The Goods shall be properly packed and secured in such a manner as to reach their destination in good condition. The Goods shall be delivered by the Seller at the time or times and at the place or places in the manner specified in the Order and performance of this Condition shall be of the essence of the Contract. Any extension of time for delivery of the Order or its completion must be agreed between the Company and the Seller in writing and such extension of time shall only relate to the extension in question and shall not be deemed to be a waiver of our right under this Condition to delivery or completion on the revised delivery on completion date as agreed.  The Company shall not be liable for any failure to take, or make use of, the Goods or any delay in taking or making use of the same which is due wholly or partially to restriction by Government or competent authority or to any event or contingency whatsoever
beyond the control of the Company.
 
8. PASSING OF PROPERTY The property in the Goods shall pass to the Company on delivery to the Company's address or as may be directed in writing by us without any prejudice to any right of rejection which may accrue to the Company under these Conditions subject to Condition 6(i) any work carried out for the Company shall be deemed to be completed when the relevant test certificate has been signed by the Company.
 
9. DAMAGE OR LOSS IN TRANSIT The Seller will repair or replace free of charge Goods damaged or lost in transit, provided the Company shall give
the Seller written notification of such damage or loss within such time as will enable the Seller to comply with the Carrier's conditions of carriage as affecting loss or damage in transit, or where delivery is made by the Seller's own transport, within a reasonable time.
 
10. REJECTION All Goods shall be subject to the Company's inspection and approval within a reasonable time after delivery or completion.
The Company may reject the Goods if the Seller fails to comply with his obligations under Condition 6 hereof and may also reject any Goods found after delivery to be inferior in quality, defective contrary to specification or otherwise unsuitable for the purposes described not through any negligence of the Company and such right shall extend to the whole or any portion of the consignment.
The Company will notify the Seller in writing of such rejections, specifying the reasons therefor and thereafter the rejected Goods shall be held at
the Seller's risk and may be returned at the Seller's expense and shall not count as having been delivered unless the Company elects to make the Goods fit for its purpose, in which case the Seller will be debited with the costs thereof. Any money paid by the Company in respect of such rejected Goods together with the value of any materials supplied by the Company and used in the manufacture of the Goods, shall be repaid by the Seller to the Company and may be recovered by the Company as a debt.
 
11. INSURANCE OF THE COMPANY'S GOODS The Seller shall insure any material or property sent to the Company or his authorised representatives for any purpose in connection with the Contract against any damage or loss which may occur to it whilst in the Seller's custody or the custody of the Seller's authorised representative.
 
12. INDEMNITY Where work is to be carried out or services provided, the Seller shall (except if and so far as the parties have agreed in writing otherwise) indemnify and keep indemnified the Company against all losses and claims for injuries or damage to any person or property whatsoever which may arise
out of, or in consequence of, the construction and maintenance of the work or the provision of services and against all claims, demands, proceedings, damages, costs, charges and expenses whatsoever in respect therefor or in relation thereto.   Provided always that nothing herein contained shall be deemed to render the Seller liable for, or in respect of, or to indemnify the Seller against any compensation or damages for or with respect to injuries, or damage to
persons or property resulting from any act or neglect done or committed during the currency of the Contract by the Company or of any person (not working under the control of the Seller) in the regular paid employment of the Company.
 
13. The construction, performance and validity of this contract shall be governed by the Law of England.
 
14. These Conditions will take precedence over any other conditions or terms appearing on any letter or other document issued by the Seller, unless otherwise expressly agreed by the Company in writing.