Conditions of sale

These conditions apply to every contract under which Van Roon Medical UK Ltd (“the Supplier”) supplies goods or services to a customer (“the Customer”). They apply in place of any terms the Customer proposes, including terms on a purchase order, unless the Supplier agrees otherwise in writing. Customers that are public bodies may have a framework agreement with the Supplier; where they do, its terms prevail over these conditions to the extent they differ.

1. Definitions

“Goods” means beds, support surfaces, accessories, spare parts and other products supplied by the Supplier. “Services” means installation, training, planned maintenance, repair and the other services in a quotation or service agreement. “Contract” means the contract between the Supplier and the Customer, formed as set out in condition 2.

2. Formation of the contract

A quotation is not an offer. It is valid for 60 days. The Customer’s order is an offer to buy, which the Supplier accepts by sending an order acknowledgement or by delivering the Goods or starting the Services, whichever happens first.

The Contract consists of these conditions, the quotation and the order acknowledgement. Descriptions and illustrations in catalogues, brochures and on the Supplier’s website are for guidance only and do not form part of the Contract.

3. Goods

The Goods will correspond with their specification at the date of delivery. The Supplier may make changes to the specification required by law or made by the manufacturer that do not materially affect the quality or performance of the Goods.

4. Delivery and installation

Delivery dates are estimates. The Supplier will tell the Customer as soon as it can if a date cannot be met. Time of delivery is not of the essence.

Beds are delivered to the room in which they will be used where access allows, unpacked, assembled and tested, and the packaging is removed. The Customer will provide clear access, a person to accept the delivery and, where the Supplier is to install the Goods, a suitable mains supply.

Spare parts are delivered to the address on the order. Risk passes on delivery.

5. Acceptance

The Customer must inspect the Goods on delivery and tell the Supplier within five working days of any damage, shortage or failure to match the order. Signature of a delivery note “unchecked” does not affect this.

6. Title and risk

Risk in the Goods passes to the Customer on delivery. Title passes when the Supplier has received payment in full for the Goods. Until then the Customer holds the Goods as bailee and must keep them insured and identifiable.

7. Price and payment

Prices are as stated in the quotation, exclusive of VAT, which the Customer will pay at the applicable rate. Prices include delivery to an address in the United Kingdom or Ireland, except for spare parts orders below £75, for which a carriage charge applies.

Invoices are payable within 30 days of the end of the month in which they are issued. The Supplier may charge interest on late payments at the statutory rate.

8. Warranty

The Supplier warrants that the Goods will be free from defects in materials and workmanship for the following periods from delivery: beds, 24 months; pumps, 24 months; mattresses, 24 months for the foam or cells and 12 months for the cover; battery packs, 24 months; spare parts, 12 months; exchange units, 6 months.

If a defect appears within the warranty period and the Customer tells the Supplier promptly, the Supplier will repair or replace the defective Goods free of charge. The warranty does not cover damage, wear and tear, use contrary to the instructions for use, cleaning with agents or methods not approved by the manufacturer, or repair or modification by anyone other than the Supplier or an engineer holding a current Level 2 certificate for the product.

9. Services

The Supplier will perform the Services with reasonable skill and care, by engineers trained by the manufacturer. Response times in a service agreement are targets measured during working hours. The Customer will give the Supplier’s engineers access to the Goods and a safe place to work.

10. Returns

Goods supplied correctly may be returned only with the Supplier’s agreement. Unused spare parts in their original packaging may be returned within 30 days for a credit, less a restocking charge of 15%. Exchange units must be returned within 30 days in accordance with the Supplier’s exchange procedure.

11. Cancellation

The Customer may cancel an order for beds or surfaces before delivery by giving written notice. The Supplier may charge for costs reasonably incurred, including any charge made by the manufacturer for goods made to order.

12. Limitation of liability

Nothing in the Contract limits either party’s liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot be limited by law, including under product liability legislation.

Subject to that, neither party is liable for loss of profit, loss of business or any indirect or consequential loss, and the Supplier’s total liability under or in connection with the Contract is limited to the price of the Goods and Services under it.

13. Medical device obligations

The Customer will keep records that allow the Goods to be traced to the place where they are used, tell the Supplier promptly of any incident involving the Goods, and act on any field safety notice relating to them. The Supplier will notify the Customer of field safety notices affecting the Goods, using the contact details the Customer has given.

14. Events beyond control

Neither party is liable for delay or failure caused by events beyond its reasonable control. If such an event continues for more than 90 days, either party may end the Contract by written notice.

15. Data protection

Each party will comply with the data protection law that applies to it. The Supplier’s privacy notice explains how it uses personal information.

16. General

The Contract may not be assigned by the Customer without the Supplier’s consent. A delay in exercising a right is not a waiver of it. If any provision is found invalid, the rest of the Contract continues in force. No one other than the parties has any right to enforce the Contract.

17. Law and jurisdiction

The Contract is governed by the law of England and Wales and the parties submit to the jurisdiction of its courts. For Customers in Scotland, Northern Ireland or Ireland, the Contract is governed by the law of England and Wales unless the parties agree otherwise in writing.