1. Definitions and Interpretation
In these Conditions:
1.1 the following words and expressions have the following meanings unless the context otherwise requires:
“Applicable Law” | any law and any legally binding rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body and any legally binding industry code of conduct or guideline, in each case, according to the law of England and Wales, and which, in each case, relates to MeditradeUK or the Customer, the Contract and/or the Goods and which is in force from time to time | |
“Business Day” | a day that is not a Saturday, Sunday or public or bank holiday in England and/or Wales | |
“Conditions” | these standard terms and conditions of supply, as varied from time to time in accordance with Condition 17.4 | |
“Confidential Information” | the meaning given to it in Condition 14.1 | |
“Contract” | the contract between MeditradeUK and the Customer for the supply of the Goods formed in accordance with Condition 2.1 | |
“Customer” | the person named as the customer in the Order | |
“Delivery” | the time at which delivery of the Goods is deemed to occur in accordance with Condition 4.1 | |
“Discloser” | the meaning given to it in Condition 14.1 | |
“Force Majeure Event” | any event or circumstance to the extent it is beyond MeditradeUK’s reasonable control, including: (a) act of God; (b) war (whether declared or not), hostilities, invasion, act of foreign enemies, civil war, insurrection, riot, rebellion, revolution, military or usurped power, civil commotion, act or threat of terrorism, sabotage or piracy; (c) lightning, earthquake, fire, explosion, flood, storm, or severe adverse weather condition; (d) theft, malicious damage; (e) any labour disturbance such as boycott, strike, lockout, industrial dispute (whether affecting the workforce of MeditradeUK and/or any other person); (f) any destruction, breakdown or failure of equipment; (g) any inability to obtain or delay in obtaining supplies or materials; (h) any prolonged breakdown of transport, telecommunications, information or energy systems; (i) any Public Health Event; or (j) any change in Applicable Law; (k) any failure or default of a supplier or sub-contractor of MeditradeUK | |
“Goods” | the goods set out in the Order | |
“Group Company” | in respect of a person, its Parent Undertakings, its Subsidiary Undertakings and the Subsidiary Undertakings of any of its Parent Undertakings from time to time (“Parent Undertaking” and “Subsidiary Undertaking” having the meanings set out in section 1162 of the Companies Act 2006) | |
“Insolvent” | a party is Insolvent where it: (a) gives notice under section 84 of the Insolvency Act 1986 of, or proposes or passes a resolution for, its winding up or in the case of a limited liability partnership proposes or determines that it will be wound up (save for the purpose of a solvent reconstruction or amalgamation); (b) has a winding up petition presented against it; (c) has a winding-up order made or a notice of striking off filed in respect of it; (d) (i) takes steps or any other person takes any steps or actions in connection with the appointment of an administrator in respect of it; (ii) has an administration order or an application for an administration order made in respect of it; or (iii) has a notice of appointment of an administrator or a notice of intention to appoint an administrator filed in respect of it at any court; (e) proposes, makes or is subject to: (i) a company voluntary arrangement; (ii) a composition with its creditors generally; (iii) an application to a court of competent jurisdiction for protection from its creditors generally; (iv) a scheme of arrangement under Part 26 of the Companies Act 2006 (save for the purpose of a solvent reconstruction or amalgamation); or (v) a scheme of arrangement under Part 26A of the Companies Act 2006; (f) has a receiver, LPA receiver, fixed charge receiver, receiver and manager, administrative receiver or court appointed receiver or a provisional liquidator appointed over any of its assets, undertaking or income; (g) takes any step in respect of obtaining a moratorium under Part A1 of the Insolvency Act 1986; (h) ceases to trade or appears, in the reasonable opinion of the other party, to be likely to cease to trade; (i) (i) is unable to pay its debts as they fall due; or (ii) the value of its assets are less than its liabilities, including its contingent and prospective liabilities; (j) has any distraint, execution, taking of control or recovery or other process levied or enforced on any of its property; or (k) is the subject of anything analogous to the foregoing under the laws of any applicable jurisdiction | |
“Intellectual Property Rights” | all intellectual and industrial property rights of any kind whatsoever including patents, supplementary protection certificates, rights in know-how, registered trade marks, registered designs, utility models, unregistered design rights, unregistered trade marks, rights to prevent passing off or unfair competition and copyright (whether in drawings, plans, specifications, designs and computer software or otherwise), database rights, topography rights, any rights in any invention, discovery or process, and applications for and rights to apply for any of the foregoing, in each case in the United Kingdom and all other countries in the world and together with all renewals, extensions, continuations, divisions, reissues, re-examinations and substitutions | |
“Liability” | liability arising out of or in connection with the Contract, whether in contract, tort, misrepresentation, restitution, under statute or otherwise, including any liability arising from a breach of, or a failure to perform or defect or delay in performance of, any of a party’s obligations under the Contract and/or any defect in any of the Goods, in each case howsoever caused including if caused by negligence | |
“Order” | the Customer’s order for the supply of Goods by MeditradeUK | |
“Order Confirmation” | MeditradeUK’s written acceptance of the Order | |
“Prices” | the prices for the Goods set out in the Order Confirmation, as those prices may be varied from time to time in accordance with Condition 7.4 | |
“Public Health Event” | any: (a) outbreak of disease; (b) control, direction, law or measure imposed issued or administered by any governmental, statutory or regulatory body or person imposed or administered as a response to an outbreak of disease or as a means of preventing the significant transmission of a disease; or (c) the restriction of travel by or isolation or quarantining of any individual employed or engaged by MeditradeUK or any member of its supply chain where such individual is involved in the supply of any aspect of the Goods as a response to any government or regulatory guidance or direction, in each case anywhere in the world | |
“Recipient” | the meaning given to it in Condition 14.1 | |
“Records” | the meaning given to it in Condition 12.8.2 | |
“Representatives” | in respect of a party, that party’s Group Companies and its and their officers, directors, employees, consultants and professional advisers and, where MeditradeUK is the Recipient, MeditradeUK’s agents and sub-contractors; and “Representative” means any of them | |
“VAT” | value added tax | |
“Warranty Period” | the period starting on Delivery and ending on the earlier of: (a) the time at which the relevant Good is incorporated into another product or used in a manufacturing process; or (b) expiry of a period of 1 year from and including the date of Delivery |