1. Definitions:

In the interests of clarity, for the purposes of this document the following definitions apply:

    1. Buyer: The Party seeking to purchase goods or services, be it an individual or an organisation.
    2. Seller: The Party providing Goods, by way of Sale. Unless otherwise specified, this will be Infusion Concepts Ltd.
    3. Conditions: The terms and conditions of sale as specified both within this document and any supplementary provisions agreed in writing by the ‘Seller’.
    4. Goods: Any products or service being provided to the Buyer by the Seller.
    5. Intellectual Property: Any patents, designs (both registered and unregistered), copyright, trademarks, and all other forms of Intellectual Property protected by and enforceable by law.
    6. Price: the price of the Goods as listed and maintained by the Seller, or any other such price as specified by the Seller in advance of a Sale. Reference to Price may also be read to include supplementary costs such as carriage or insurance; though where this differs from the standard Conditions, this will be specified either at the time of purchase or in advance of a Sale.
  1. General:
    1. The Conditions outlined herein shall apply to all contracts for the Sale of Goods by the Seller to the Buyer. This applies to the exclusion of all other terms and conditions inclusive of those the Buyer may seek to apply within their purchase orders or other comparable documents, unless agreed by the Seller in writing in advance of a sale.
    2. The placing of an order is considered to be an offer for the purchase of Goods by the Buyer pursuant to the conditions within this document.
    3. Acceptance of delivery of Goods is considered, without exception, to be conclusive evidence of the Buyer’s acceptance of the terms and conditions of this document.
    4. Any variation to the Conditions outlined herein, including but not limited to discounts and special provisions shall not apply unless confirmed in writing in advance by the Seller.
    5. Any advice or recommendation made by the Seller to the Buyer which is not confirmed in writing is accepted at the Buyer’s risk. As such the Seller will not be held liable for any representation not confirmed in writing.
    6. Nothing within this document will adversely impact the statutory rights of a Buyer’s dealing in the capacity of a consumer.
  2. Payment Terms:
    1. Full payment of the price is required as specified in the Credit Agreement documentation. This will be a period not exceeding 30 days from the date of the invoice.
    2. Buyers who do not have a pre-existing Credit Agreement are required to pay the full price of an order in advance of the Seller shipping the Goods.
    3. The Seller is entitled to charge interest on overdue invoices. This will commence from the date payment becomes due, and unless otherwise specified in writing by the Seller, will accrue daily at a rate of 1% per annum above the Bank of England base rate.
    4. Should payment (either in full or in part) not be made by the due date, the Seller is entitled to:
      1. Require payment in advance of shipping for any Goods not previously delivered, and on future orders.
      2. Refuse delivery of any Goods not previously delivered, whether ordered under the contract or not. This may be done without incurring any liability to the Buyer in relation to delay or non-delivery of Goods.
      3. Appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract) as the Seller deems suitable.
      4. Terminate the contract.
    5. A Buyer shall not withhold any payment due to the Seller, either in part or in full, by reason of a set-off or counterclaim.
  3. Delivery:
    1. Delivery shall take place at the address specified by the Buyer at the time of ordering, unless mutually agreed otherwise in writing.
    2. The Seller will endeavour to deliver the Goods, where possible, within one week of receiving the order.
    3. The Buyer shall make all necessary arrangement to take delivery of the Goods once they are tendered for delivery.
    4. The delivery date supplied by the Seller is provided purely as an estimate. The delivery time shall not be of the essence of the contract.
    5. All reasonable effort shall be made by the Seller to comply with estimated delivery dates, though compliance is not guaranteed. In the rare case where delivery does not take place as estimated, the Buyer will have no right to damages nor will the Buyer gain the right to cancel on the grounds that the stated delivery date was not met.
    6. If the Seller is unable to deliver Goods for reasons beyond its control, including but not limited to the Buyer failing to accept delivery, the Seller is entitled to place the Goods into storage until such a time that delivery becomes possible. The Buyer will be liable for any such storage related expense.
    7. Should the Buyer fail to accept delivery of the Goods on the delivery date, or five working days thereafter, the Seller reserves the right to issue an invoice for the Goods and therefore charge the Buyer. In this circumstance, additional charges may apply to cover provisions such as storage or demurrage until such a time that the Goods are despatched or otherwise disposed of.
    8. The seller is entitled to deliver Goods by instalments. Where this is the case, each delivery constitutes a separate contract. Should the Seller fail to deliver any given instalment in line with these Conditions, or should the Buyer find grounds to raise a claim over any instalment, this does not automatically render any other contract repudiated.
    9. Should the Buyer require delivery by instalment, the Seller’s written agreement is required in advance. Under these circumstances, each delivery is considered to be a separate contract.
      1. Where this is the case, each instalment independently accrues supplementary charges such as carriage and insurance, unless otherwise agreed by the Seller in writing.
      2. Should the Buyer fail to pay an invoice in respect of any given instalment, the Seller will be entitled to treat any other related contract as repudiated. This is in addition to any other rights granted the Seller in respect of these Conditions.
    10.  The Buyer will be bound to accept delivery and pay for the Goods in full, regardless of other delivery considerations, provided that delivery is tendered within three months of the indicated delivery date.
  4. Acceptance:
    1. The Seller is acting in the capacity of a distributor, and it is the Buyer’s exclusive responsibility to detail the specification of Goods, for ascertaining the use to which they will be put, and for establishing their ability to perform said purposes.
    2. The Buyer is required to examine Goods upon delivery to identify faults or damage. The Buyer is deemed to have accepted the Goods 5 days following delivery. As such (except if agreed by the Seller in writing), no claims for defects, damage, or quality may be raised by the Buyer except where the Seller receives written notice with supporting evidence within this 5-day period. After acceptance, the Buyer is no longer entitled to reject Goods which are not in accordance with the contract.
    3. The Buyer shall not remove or otherwise tamper with any marks or numbers on the Goods.
    4. In cases where there is a discrepancy on the quantity of Goods, the Buyer shall accept delivery provided that the discrepancy does not cause a surplus or deficit exceeding 5% of the requested quantity. In such cases, the price of the order will be pro-rata to accommodate the discrepancy.
  5. Risk and Title:
    1. Liability for damage or loss remains with the Seller until such a time as the Goods are delivered or collected (as appropriate), after which liability passes to the Buyer.
    2. Delivery and liability for loss or damage notwithstanding, ownership of the Goods shall not pass to the Buyer until payment has been received in full by the Seller for the Goods both under this contract and for any other in which payment is then due.
    3. Until ownership of the Goods passes to the Buyer, the Buyer shall hold the Goods only as a fiduciary agent and bailee.
    4. Prior to ownership transferring to the Buyer, the Buyer is entitled to resell or use the Goods in the course of its business, but upon request by the Seller is required to account for the proceeds of the sale/use of the Goods whether tangible or intangible, and should keep any such proceed separate from the property of the Buyer until such a time that ownership is transferred.
    5. At any time prior to the transfer of ownership to the Buyer, the Seller is entitled to require the Buyer to deliver up the Goods to the Seller. If the Buyer fails to do so, the Seller shall be entitled to enter upon any premises of the Buyer where such Goods are stored for the purpose of repossessing said Goods.
  6. Returns Policy:
    1. The Seller shall accept the return of Goods by the Buyer provided that the Buyer notifies the Seller in writing within 14 days of the delivery of Goods. The physical return of these Goods shall take place no later than seven days following notification of intent to return the goods. Outside this notification and return period, returns will only be accepted at the Seller’s discretion.
    2. The Seller shall be entitled to apply a restocking charge for returned Goods, providing the reason for the return does not relate to a faulty product or damage which is the liability of the Seller. The restock charge shall not exceed 15% of the value paid by the Buyer for the Goods.
  7. Intellectual Property Rights:
    1. Where any Goods provided by the Seller include or contain any material in which the copyright is owned by a third party, all rights and liabilities associated with its use will be subject to the terms of the applicable EULA, to the exclusion of all liabilities and obligations of the Seller.
    2. All Intellectual Property Rights related to any Goods, or documents designed, manufactured, and provided by the Seller, unless otherwise specified, remain the absolute property of the Seller. The Buyer shall take all reasonable steps to ensure such rights are upheld and enforced.
  8. Legal:
    1. This document and any agreement or contracts formed from it are construed in accordance with the laws of England. As such, all involved parties shall submit exclusively to the jurisdiction of the Courts of England and Wales.
    2. Should any provision within these Conditions be found to be unenforceable, illegal, or invalid, then such provision shall be removed, and all other provisions outlined herein shall continue in full force and effect unless expressly confirmed in writing by the Seller.
    3. Failure by either party to enforce the Conditions herein does not constitute a waiver of these Conditions nor the right to subsequently enforce them.
    4. The contract between Buyer and Seller and the obligations it entails shall not be assigned, transferred, or sub-contracted without the prior written consent of the Seller.
    5. These Conditions and any contract formed from them shall not be construed to either establish or imply any partnership or joint venture between the involved parties. Nor do these conditions establish either party as an agent of the other.
    6. In cases where a sample of Goods is provided to the Buyer, all involved parties accept that this is for the sole purpose of the Buyer establishing suitability in regards to future orders and does not constitute a sale by sample, nor is the Buyer entitled to sell these samples on.