These Condition set out the rights and obligations that apply when we supply our products to a Customer. Please read the Conditions carefully before you place an order with us as you will be bound by the Conditions if we accept your order.
If you are a Customer with whom we have an existing contractual arrangement for the Products (“Contract”), or you are placing an order on behalf of an organisation with which we have an existing contractual relationship for the Products (“Contract”) then to the extent that there is any conflict between these Conditions and the terms of the Contract, the terms of the Contract shall take precedence.
1.1 Definitions. In these Conditions, the following definitions apply:
Conditions: the terms and conditions set out in this document
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Products in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Mandatory Policies: The Supplier’s business policies listed at http://www.rayner.com/en/compliance
Products: the products (or any part of them) set out in the Order.
Order: the Customer’s order for the Products as set out in the Customer’s/Supplier’s purchase order form or in the Customer’s written acceptance of the Supplier’s quotation.
Specification: any specification for the Products, that is agreed in writing by the Customer and the Supplier.
Supplier: Rayner Intraocular Lenses Limited (registered in England and Wales with company number 615539).
2. ORDERS AND DELIVERY
2.1 No Order shall be deemed to be accepted by Supplier until it issues a written acknowledgement of the Order or (if earlier) delivers the Products.
2.2 Supplier may deliver Products by separate instalments. Any dates specified by Supplier for delivery are intended to be an estimate and time for delivery shall not be made of the essence by notice. Unless otherwise agreed by Supplier, the Supplier shall not be liable for any delay in delivery or failure to deliver where such delay or failure arises, or results from, any cause beyond Supplier’s control.
2.3 Customer bears all risk of loss of and damage to the Products from and after Supplier’s delivery of the Products to a carrier for shipment to Customer. Title to Products shall not pass to Customer until Supplier has received in full (in cash or cleared funds) all sums due to it in respect of the Products. Customer grants Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Products to which Supplier retains title in accordance herewith are or may be stored in order to inspect them, or, where Customer’s right to possession has terminated, to recover them.
3. USE OF PRODUCTS
3.1 Customer shall use and store the Products in accordance with all Product labelling and instructions provided by Supplier.
3.2 Customer shall use the Products in compliance with all applicable laws and regulations. This shall include, without limitation:
(a) Where required (i.e. for intraocular lenses), Customer shall ensure that the Products are used only by licensed medical facilities or licensed medical practitioners;
(b) Customer shall not use any marketing materials for the Products other than those supplied by Supplier;
(c) Customer shall report promptly to Supplier any patient injury caused by the Products; and
(d) Customer shall (i) maintain appropriate records of end users of the Products and related Product serial numbers to facilitate any necessary recalls, market corrections, field notices or other action and (ii) cooperate with Supplier, at Supplier’s request and expense, in connection with any recall, market correction, field notice or other action initiated by Supplier.
4. TITLE AND RISK
4.1 The risk in the Products shall pass to the Customer on completion of delivery to a carrier for shipment.
4.2 Title to the Products shall not pass to the Customer until the Supplier receives payment in full for the Products.
5.1 Unless otherwise agreed by Supplier in writing, the purchase price for the Products shall be the purchase price specified by Supplier on the date of delivery. The purchase price is exclusive of all costs and charges for packaging, loading, unloading, carriage and insurance, all of which shall be payable at the time of payment of the purchase price.
5.2 All payments are due in full, without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise, unless otherwise provided in any Consignment Stock Agreement that Supplier and Customer have entered into, net 30 days from date of Supplier’s invoice. No payment shall be deemed to have been received until Supplier has received cleared funds.
5.3 If payment is not received by the due date, Rayner shall charge interest at the rate of 2.5% per month or the maximum legal rate, whichever is greater, from the due date thereof until payment is received.
5.4 Payments will be received by a bank simply as a clearing agency. The receiving bank has no authority to determine whether or not the amount remitted constitutes payment in full. Deposit of a payment shall not indicate the Supplier’s acceptance of the payment as payment in full of amounts due unless the payment is in fact payment in full.
6. LIMITED WARRANTY; DISCLAIMER
6.1 Supplier warrants that, on delivery of the Products to a carrier for shipment to Customer, the Products shall conform in all material respects to Supplier’s published specifications for the Products. Customer shall give written notice of any failure by any Products to conform to the foregoing warranty to Supplier, or of damage to any Products in transit to the carrier, within 3 days after delivery of the Products. Otherwise, Customer is deemed to have accepted the Products and Customer shall have no further right to reject the Products or to submit a claim for breach of warranty. Customer shall submit a claim for and damage to any Product(s) in transit to the transit insurer and shall be solely responsible for pursuit of such claim.
6.2 If any Product does not conform to the warranty in condition 6.1 Supplier’s sole obligation, and Customer’s exclusive remedy, shall be replacement of the nonconforming Product; provided that, if Supplier so requests, Customer shall return the nonconforming Products to Supplier.
6.3 The limited warranty set out in condition 6.1 is exclusive and in lieu of and Supplier hereby disclaims all other warranties, express and implied with respect to the Products including without limitation the implied warranties of merchantability and fitness for purpose.
7. COMPLIANCE WITH LAWS
7.1 The Customer warrants that they shall comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to the supply of Products, and with the Mandatory Policies.
7.2 The Customer warrants that:
(a) they are not included on any applicable sanctions lists, that they are not owned or controlled by any entity or individual on an applicable sanctions list (control being ≥50% of voting or shareholding rights) and they are not acting for or on behalf of any entity or individual which is included on an applicable sanctions list;
(b) they will comply in full with all sanctions controls which are applicable to them and to the Supplier, and will not supply the Products to any party, or otherwise act or fail to act, in such a way as to expose the Supplier to the risk of infringing applicable sanctions.
7.3 The Customer shall indemnify Rayner against all liabilities, costs, expenses, damages and losses (including legal and other professional costs and expenses) suffered or incurred by Rayner arising out of or in connection with the Customer’s breach of this clause 7.
8. LIMITATION OF LIABILITY
8.1 Supplier’s total liability to Customer in contract, tort including negligence and breach of statutory duty arising out of or in connection with any Product shall be limited to the purchase price paid by Customer for such Product and Supplier shall under no circumstances whatever be liable to Customer, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract
8.2 Nothing in these Terms excludes or limits the liability of Supplier for (a) death or personal injury caused by its negligence; or (b) fraud; or (c) any other matter for which exclusion or limitation of liability would not be enforceable.
9. GOVERNING LAW AND JURISDICTION
9.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales and each party irrevocably agrees that the Courts of England and Wales shall have exclusive jurisdiction.