TERMS AND CONDITIONS OF SALE
OF
NuCan Ltd
1
DEFINITIONS
1.1
"Buyer" means the organisation or person who buys or agrees to buy the
Goods from the Seller;
1.2
"Buyer's Purchase Order" means an order for Goods by the Buyer and
acknowledged by the Seller in accordance with clause 2.2;
1.3
"Contract" means the contract between the Seller and the Buyer for the sale
and purchase of Goods incorporating these Terms and Conditions;
1.4
"Delivery Date" means the date specified by the Seller when the goods are to
be delivered;
1.5
"Goods" means the articles that the Buyer agrees to buy from the Seller;
1.6
"List Price" means the list of prices of the Goods maintained by the Seller as
amended from time to time;
1.7
"Price" means the price for the Goods excluding VAT (if applicable) or any
analogous sales tax, carriage, freight, postage or insurance costs;
1.8
"Seller" means NuCan Ltd.
7 Argyle Road, Newport, Isle of Wight PO305SB;
1.9
"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;
1.10
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.
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 only be accepted by
means of the Seller's standard acknowledgement form.
2.3
Ordering 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. The Price is inclusive of VAT and carriage to UK postal addresses only.
3.2
The Buyer is aware that although every reasonable step to ensure safe credit card
transaction has been taken by the Seller, there is still a small risk of data interception
by third parties. The Buyer agrees that by ordering, they accept these risks.
4
THE GOODS
4.1
The Goods shall be required only to conform to the specification in the
Buyer's Purchase Order. Photographs are for illustrative purposes only and
may not exactly match the product itself.
5
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 on the Delivery Date and the
Buyer shall be deemed to have accepted the Goods upon their delivery. The
Buyer shall make all arrangements necessary 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 unable 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 effected 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
Risk shall pass on delivery of the Goods to the Buyer.
6 TITLE
6.1
The Seller warrants that it has good title to the Goods.
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 have been manufactured by the Seller and 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 years from the purchase date as
recorded by the Seller.
7.1.2
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
Subject to the Seller's liability under Clause 5 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.
7.4
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 of 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 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 breach of warranty as to title and quiet possession implied
by the Sale of Goods Act 1979 where such Act applies 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 for any reason 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 Conditions 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
CANCELLATION
The Buyer has the right to cancel any order when writing to the Seller within
7 days of the Buyers Purchase Order being received.