TERMS AND CONDITIONS OF SALE

Core Surgical Ltd – England & Wales

1. INTERPRETATION

• “Buyer” – the customer purchasing the Goods.
• “Contract” – the contract for the sale of the Goods incorporating these Conditions.
• “Conditions” – these Terms & Conditions of Sale.
• “Goods” – the goods (including any instalments or parts) supplied by Core Surgical Ltd.
• “Incoterms” – the international rules for the interpretation of trade terms of the International Chamber of Commerce in force at the date of the Contract.
• “Seller” / “Core Surgical” – Core Surgical Limited (registered in England & Wales no. 03649172).

1. Words in the singular include the plural and vice versa; references to any gender include all genders.
2. Headings are for convenience only and do not affect interpretation.
3. References to legislation include any modification or re-enactment in force at the relevant time.
4. References to “the Goods”, “the Contract” or any payment include any part of them.

2. BASIS OF SALE

1. The Seller supplies and the Buyer purchases the Goods exclusively on these Conditions. These Conditions override any terms the Buyer seeks to impose and prevail over any trade usage or course of dealing.
2. No terms or conditions endorsed upon or delivered with or contained in the Buyer’s order or other document form part of the Contract simply by reason of such document being delivered to or referred to by the Seller.
3. No variation to these Conditions is valid unless agreed in writing and signed by an authorised representative of the Seller.
4. These Conditions constitute the entire agreement between the parties concerning the supply of the Goods.
5. The Seller’s employees or agents are not authorised to make representations about the Goods unless confirmed in writing by the Seller. The Buyer acknowledges it has not relied on, and waives any claim for breach of, any unconfirmed representation (unless made fraudulently).
6. Any advice or recommendation given by the Seller or its personnel regarding storage, application or use of the Goods that is not confirmed in writing is followed at the Buyer’s own risk.
7. Any typographical, clerical or other error or omission in any document or information issued by the Seller shall be subject to correction without liability.

3. QUOTATIONS, ORDERS AND SPECIFICATIONS

1. A quotation from the Seller is not an offer. Quotations remain valid for 30 days unless withdrawn or revised earlier.
2. Each Buyer order is deemed an offer to purchase the Goods under these Conditions.
3. An order is accepted only when confirmed in writing by the Seller on its acknowledgement-of-order form or (if earlier) when the Seller delivers the Goods.
4. The Buyer is responsible for ensuring that the terms of its order (including any specification) are complete and accurate and for giving the Seller necessary information in good time to enable performance of the Contract.
5. Where Goods are manufactured or altered to the Buyer’s specification:
   1. no warranty is given as to practicability, efficiency or safety of the Goods;
   2. the Buyer shall indemnify the Seller against any liability arising from:
      1. the Goods infringing any intellectual-property right; or
      2. any defect, impracticability, inefficiency or lack of safety due wholly or partly to such specification;
   3. all work, drawings, inventions, improvements and related intellectual-property rights created by the Seller remain the Seller’s property; and
   4. the Seller shall not be liable to the Buyer if the Goods infringe any third-party intellectual-property right.
6. The Seller may make changes to the Goods’ specification required to comply with applicable safety or statutory / EU requirements or that do not materially affect quality or performance.

4. DESCRIPTION

1. All descriptions, samples and illustrations are intended to present a general idea of the Goods and do not form part of the Contract.
2. The Seller will endeavour to supply Goods matching the quality of samples submitted or quoted but this cannot be guaranteed and no condition or warranty to this effect is implied.

5. CANCELLATION AND DELAY

1. No order may be cancelled by the Buyer except with the Seller’s prior written agreement; the Buyer shall indemnify the Seller for all losses (including loss of profit), costs, damages, charges and expenses incurred as a result.
2. If the Buyer delays the Contract, extends delivery dates or fails to take delivery within the agreed or a reasonable time, the Buyer shall indemnify the Seller for all related losses, storage costs, labour, materials and expenses.
3. The Seller may defer delivery or performance, cancel the Contract or reduce order volume without liability if prevented or delayed by causes beyond its reasonable control. If such cause continues for >180 days the Buyer may cancel by written notice, but remains liable to pay for Goods delivered or Services performed prior to cancellation.

6. PRICE

1. Prices are those quoted by the Seller or, if none or if the quotation has expired, those in the Seller’s current price list at the date of delivery. For exports, the published export price list applies.
2. The Seller may adjust the price at any time before delivery to reflect variations in its costs.
3. Prices exclude delivery, transport, packaging, insurance, duties, taxes and surcharges unless otherwise stated.
4. Prices exclude VAT, which is payable in addition at the applicable rate.

7. PAYMENT

1. Payment is due in cleared funds 30 days after invoice date unless otherwise agreed in writing.
2. Time for payment is of the essence.
3. Payment is received only when cleared funds reach the Seller.
4. Payments shall be made in full without deduction or set-off.
5. Interest on overdue sums accrues at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998 – currently 8 % above the Bank of England base rate – plus the fixed statutory compensation sum for debt-recovery costs.
6. All sums become immediately due on cancellation or termination of the Contract.
7. The Seller may set-off sums it owes the Buyer against sums the Buyer owes the Seller.

8. DELIVERY

1. Delivery occurs either (a) by collection at the Seller’s premises after notice of readiness; or (b) if agreed, by delivery to another location at the Buyer’s cost. The Seller may deliver in instalments.
2. Delivery / performance dates are approximate only; time is not of the essence.
3. Claims for damage or shortages must be notified in writing to the Seller within 7 days of delivery; otherwise the Goods are deemed accepted.
4. Claims for damage, shortages or non-delivery must also be notified to the carrier within the time limits set by the carrier’s terms.
5. Failure to give the above notices waives the Buyer’s claim.

9. RISK AND TITLE

1. Title to the Goods remains with the Seller until (a) full payment for the Goods; and (b) payment of all other sums owed by the Buyer to the Seller.
2. Risk passes to the Buyer on delivery.
3. Until title passes, the Buyer shall:
   1. store the Goods separately, clearly marked as the Seller’s property;
   2. not remove or obscure any identifying marks or packaging;
   3. maintain the Goods in satisfactory condition, insured for full price against all risks in the Seller’s name;
   4. hold any insurance proceeds on trust for the Seller, not mixing them with other funds.
4. The Seller may recover or resell unpaid Goods and may enter the Buyer’s premises (or any premises where the Goods are stored) to verify compliance or to repossess them.
5. The Buyer’s right to possession ends immediately upon any event in Clause 12.
6. If the Buyer sells Goods before paying for them, it does so as principal but holds the proceeds on trust for the Seller.

10. WARRANTY AND DEFECTS

1. The Seller warrants the Goods will correspond with their specification at delivery.
2. The warranty does not apply if (a) the price has not been paid by the due date; or (b) defects arise from fair wear and tear, wilful damage, negligence, abnormal conditions, failure to follow instructions or maintenance requirements, misuse, alteration or unauthorised repair.
3. For components not manufactured by the Seller, the Buyer shall only have the benefit of any warranty given by the original manufacturer and capable of assignment to the Buyer.
4. Claims for defects or non-conformity must be notified in writing within 7 days of delivery (or, if not apparent on reasonable inspection, within a reasonable time after discovery) and also to the carrier where applicable.
5. The Buyer may not reject the Goods for a defect so minor that rejection would be unreasonable.
6. If notice is not given in accordance with 10.4 (a) the Buyer may not reject the Goods; (b) the Seller has no liability; and (c) the Buyer remains liable to pay the full price.
7. For a valid claim the Seller may, at its option, repair or replace the Goods or refund the relevant price. This is the Buyer’s sole remedy.
8. Where rejection is permitted, the Buyer must reject all affected Goods and may not retain some and reject others.

11. LIMITATION OF LIABILITY

(Buyer’s attention is particularly drawn to this clause)

1. This clause sets out the Seller’s entire financial liability (including for acts or omissions of its staff, agents and sub-contractors) to the Buyer for any breach of these Conditions or any representation, statement or tort (including negligence) in connection with the Contract.
2. Except as expressly stated, all warranties, conditions and other terms implied by statute, common law or usage are excluded to the fullest extent permitted by law, except that nothing excludes (a) the implied term that the Seller has or will have good title to sell the Goods; (b) where the Buyer is a consumer (as defined in UCTA 1977), any non-excludable statutory rights.
3. Nothing in these Conditions excludes or limits liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
4. Subject to 11.2 and 11.3:
   1. the Seller is not liable for loss of profit, loss of production, loss of goodwill or any indirect or con­sequential loss, damage or expense;
   2. the Seller’s total aggregate liability is capped at two (2) times the Contract price or £[insert figure] – whichever is greater – or such higher amount as is actually recoverable under the Seller’s insurance.

12. TERMINATION

1. The Seller may terminate the Contract immediately by written notice if the Buyer (a) has execution levied on its assets; (b) commits a material breach of the Contract or any other contract with the Seller; (c) is unable to pay its debts within the meaning of s.123 Insolvency Act 1986; or (d) ceases or threatens to cease trading.
2. Termination does not affect rights accrued before termination; the Seller’s rights in Clause 9 survive termination.

13. HEALTH & SAFETY

1. The Buyer shall indemnify the Seller against all claims arising from the Goods being unsafe due to the Buyer’s acts or omissions.
2. The Buyer shall monitor the Goods’ safety, share risk information with the Seller and co-operate in any corrective action.
3. The Buyer shall keep records of customers to whom the Goods are sold and provide them to the Seller upon request.

14. MEDICAL PRODUCTS – NO MODIFICATION / REPROCESSING

1. No Modification. The Buyer must not modify, adapt, alter, refurbish, rework, reprocess, reverse-engineer, remanufacture, or repair any medical products supplied by the Seller (“Medical Products”), nor permit any third party to do so, without the Seller’s prior written approval.
2. No Repackaging or Relabelling. The Buyer must not relabel, repackage, re-sterilise, de-sterilise, or otherwise change the configuration, instructions for use (IFU), lot/batch numbers, UDI or traceability marks of Medical Products.
3. No Off-Label Use / Combining. The Buyer must not (a) use Medical Products outside their intended purpose stated in the IFU; (b) combine them with other products or accessories to form a system or procedure pack; or (c) use them with non-approved accessories, unless expressly authorised in writing by the Seller.
4. Single-Use Items. Where a Medical Product is designated single-use, it must not be re-used, reprocessed or re-sterilised.
5. Compliance & Traceability. The Buyer shall (a) store, handle and use Medical Products strictly in accordance with all applicable laws and the IFU; (b) maintain full traceability records; (c) promptly provide such records to the Seller on request; and (d) promptly notify the Seller of any actual or suspected incident, complaint, adverse event, field safety corrective action or recall concerning Medical Products.
6. Warranty & Liability. Any modification, reprocessing, or non-compliant handling of Medical Products voids all warranties and disclaims the Seller’s liability to the maximum extent permitted by law.
7. Indemnity. The Buyer shall indemnify and hold the Seller harmless from and against all losses, liabilities, costs and expenses arising out of or in connection with any breach of this Clause 14.
8. Right to Suspend / Terminate. Any breach of this Clause 14 is a material breach entitling the Seller to suspend deliveries and/or terminate the Contract under Clause 12.

15. EXPORT

1. This clause applies where Goods are exported.
2. Payment shall be made in England in GBP or another agreed currency.
3. If requested, the Buyer shall establish an irrevocable letter of credit in favour of the Seller: (a) in English, confirmed by a UK clearing bank; (b) payable at sight on presentation of a certified copy of the Seller’s invoice; (c) established at least 30 days prior to shipment; (d) covering the full price including taxes; and (e) transferable. All bank charges and related expenses are borne by the Buyer.
4. The Buyer is responsible for compliance with import laws and payment of duties in the country of destination.
5. Unless otherwise agreed in writing, delivery shall be EXW or FCA (Incoterms 2020) at the Seller’s option. Section 32(3) Sale of Goods Act 1979 does not apply.
6. The Buyer is responsible for arranging inspection and testing at the Seller’s premises before shipment; the Seller accepts no liability for defects discoverable on such inspection or for transit damage.
7. In case of conflict between Incoterms and these Conditions, these Conditions prevail.
8. The Buyer shall comply with all applicable export-control, sanctions and customs regulations.

16. GENERAL

1. Each right or remedy of the Seller under the Contract is in addition to any other right or remedy.
2. If any provision of the Contract is held invalid, illegal or unenforceable by a competent authority, that provision shall be severed and the remainder shall continue in force.
3. Failure or delay by the Seller to enforce any provision is not a waiver of its rights.
4. A waiver of any breach is not a waiver of any subsequent breach.
5. Notices must be in writing and sent to the other party’s registered office or notified address.
6. Delivery of notice: (a) by hand – on delivery; (b) by first-class post – on the 2nd working day after posting; (c) by fax or email – if on a working day before 4 pm, when transmitted; otherwise on the next working day.
7. The Contract confers no rights on third parties under the Contracts (Rights of Third Parties) Act 1999.
8. The Seller may record and monitor telephone calls for training, quality-assurance and legal-compliance purposes in accordance with its Privacy Notice and the UK GDPR / Data Protection Act 2018.

17. ASSIGNMENT

1. The Seller may assign, subcontract or otherwise deal with its rights or interests under the Contract.
2. The Buyer may not assign or otherwise deal with its rights or interests without the Seller’s prior written consent.

18. GOVERNING LAW AND JURISDICTION

1. The Contract and any dispute or claim arising out of or in connection with it shall be governed by English law and subject to the exclusive jurisdiction of the English courts.
2. For the Seller’s benefit, it may bring proceedings in any other court of competent jurisdiction, concurrently or otherwise.