1. Acceptance of Terms

1.1. These terms and conditions of sale set out the terms on which the Buyer agrees to buy from
Heeley Surgical Ltd ("the Company") the products.

1.2. All orders accepted by the Company are accepted on the basis of these terms. The Buyer hereby
agrees that these terms shall apply to all future orders.

1.3. These terms shall be the only terms of the contract.

1.4. The Company is not bound by any statement or representation made about the products by the
company before the formation of the contract.

1.5. The Company is not bound by any special terms or variations or amendments of the contract except
where expressly agreed in writing.

2. Orders

Notwithstanding that the Company may have given a detailed quotation, no order shall be binding on the
Company unless it has been accepted in writing by the company. Order amendments (or changed orders)
shall not have any validity whatsoever except with this Company's written consent and under conditions
which will indemnify this Company for any added costs of such changes. All changes must be submitted by
the customer in writing.

3. Prices

All prices quoted are exclusive of Value Added Tax, delivery and insurance. The Company may increase the
price of the products on giving written notice prior to delivery.

4. Payment

Payment is due within 30 days of the date of the invoice. The Company reserves the right to require payment
in advance of delivery or other form of security if appropriate.

5. Delivery and Claims

5.1. We will always try our best to ensure on time delivery, however, time for delivery of the products shall
not be essential to the contract unless previously agreed in writing by the Company.

5.2. Products shall be inspected immediately upon receipt by the Buyer. Any claim for shortage of products
delivered or products damaged in transit shall be notified to the Company in writing within 5 days of delivery.
Non-delivery of the whole order must be notified to the Company within 14 days of receipt of the invoice.
Failure to observe these time limits will mean that the buyer cannot make a claim against the Company and
the products shall be deemed to have been irrevocably accepted.

6. Risk and ownership of goods

6.1. The risk in respect of the products shall pass to the Buyer at the time of actual delivery, or if the Buyer
fails to take delivery of the products without good reason, at the time when the Company has attempted to
deliver the products.

6.2. Until the Buyer has paid all sums due to the Company for all products which have been supplied:

6.2.1 The products will continue to belong to the Company.

6.2.2 The Buyer will possess the products as the Company's bailee.

6.1.3 The Buyer must store the product separately and in such a way that they can be identified as the
Company's property.

6.1.4 The Company shall have the right with or without prior notice at any time or retake possession of the
products (and for that purpose to go to any premises occupied by the buyer or by any subsidiary, parent or
associated company).

6.1.5 The Buyer may sell the products in the ordinary course of the business but must account to the
Company for the proceeds of the sale.

6.3. This clause does not affect any other rights or remedies the Company may have under this contract, in
particular the Company's right to sue for the price of the products.

7. Use of Product

7.1 All products supplied by the Company are only to be used by persons with the required specialist
knowledge and training, and for the purposes intended.

7.2 The buyer warrants that its use will be in accordance with the above provision of this clause.

8. Warranties

The Company warrants that all products conform to any data sheet, catalogue description and specification,
analytical information, or other literature supplied to the Buyer. Claims for breach of this warranty must be
received by the Company in writing within 2 months of the delivery of the product. If the Company is satisfied
upon examination that a defect exists, then the Company will replace the product free of charge or will credit
the buyer with the cost of the product at the Company's discretion.

9. Force Majeure

The Company shall be entitled to delay or cancel delivery or to reduce the amount of goods delivered if and to
the extent that it is prevented from or hindered in or delayed in manufacturing, obtaining or delivering the
goods by normal route or means of delivery through any circumstance beyond its control including (but not
limited to) strikes, lock-outs, accident, war, fire, reduction in or availability of power at manufacturing plant,
breakdown of plant or machinery or shortage or unavailability of raw materials from normal sources of supply.

10. Returns Policy - UK customers

10.1 All Returns must be authorized by contacting the Heeley Surgical Ltd sales office. Order number, and
date of receipt of shipment must be supplied in order to receive proper authorisation.

10.2 Damaged or Incorrectly Dispatched Goods

Goods that are received in a damaged condition or goods that are despatched incorrectly by Heeley Surgical
Ltd will be eligible for exchange or a full credit.

If goods are damaged or received incorrectly Heeley Surgical Ltd must be notified of this within 14 days of
receipt of the delivery.

Heeley Surgical Ltd will arrange collection of damaged/incorrect goods and re-delivery of the correct goods.

10.3 Goods Incorrectly Ordered/Not Required

Goods returned in unopened, undamaged condition within 60 days of the date of delivery will be credited at
the customer’s actual purchase price less a £20 restocking fee.

The return of unwanted goods to Heeley Surgical Ltd is the responsibility of the purchaser; alternatively
Heeley Surgical Ltd will arrange collection of the unwanted goods at a rate of £15 per collection.

Any damaged products will be charged a re-packing charge at a rate of £10 per box of goods.

If the goods are returned in a damaged box a re-boxing charge of £5 per box will be applied.

10.4 Goods returned after 60 days from date of purchase will receive no credit.

11. Governing Law

These conditions shall be subject to and construed in accordance with English Law. The parties agree that
the English courts will have exclusive jurisdiction to hear any disputes relating to this contract.
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