Terms and Conditions of Sale

These Conditions shall apply to and govern the sale of Products by Rayner Surgical Group Limited or any of its affiliates (hereinafter ‘Rayner’) as identified in the relevant invoice to the Customer. These Conditions apply to the exclusion of all other terms and conditions including any terms and conditions which Customer may purport to apply under any purchase order or similar document or which could be implied by trade custom, practice or course of dealing. 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.

Any variation to these Conditions (including any special terms agreed between the parties) shall be inapplicable unless agreed in writing by Rayner.

1. INTERPRETATION

1.1 Definitions.

In these Conditions, the following definitions apply:
Conditions: the terms and conditions set out in this document.
Customer: the buyer identified in the relevant purchase order and invoice.
Mandatory Policies: Rayner business policies listed at http://www.rayner.com/en/compliance
Order: the Customer’s order for the Products as set out in the Customer’s purchase order form or in the Customer’s written acceptance of Rayner’s quotation.
Products: the products (or any part of them) set out in the Order.

 

2. ORDERS AND DELIVERY

2.1  No Order shall be deemed to be accepted by Rayner until it issues a written acknowledgement of the Order or (if earlier) delivers the Products.

2.2  Rayner may deliver Products by separate instalments. Any dates specified by Rayner 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 Rayner, Rayner 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 Rayner’s control.

2.3  Customer bears all risk of loss of and damage to the Products from and after Rayner’s delivery of the Products to a carrier for shipment to Customer. Title to Products shall not pass to Customer until Rayner has received in full (in cash or cleared funds) all sums due to it in respect of the Products. Customer grants Rayner, its agents and employees an irrevocable licence at any time to enter any premises where the Products to which Rayner 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 Rayner.

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 Rayner;
(c) Customer shall report promptly to Rayner 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 Rayner, at Rayner’s request and expense, in connection with any recall, market correction, field notice or other action initiated by Rayner.

 

4. TITLE AND RISK

4.1 Unless agreed otherwise specifically and in writing, Products are delivered on an Ex Works basis (EXW Incoterms 2020) from Rayner’s premises.

4.2 Risk in the Products shall pass on delivery

4.3 Title to the Products shall not pass to the Customer until Rayner receives payment in full for the Products

 

5. PAYMENT

5.1 Unless otherwise agreed by Rayner in writing, the purchase price for the Products shall be the purchase price specified by Rayner on the date of delivery. The purchase price is exclusive of all taxes and costs and charges for packaging, loading, unloading, carriage and insurance, all of which shall be payable by the Customer 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 Rayner and Customer have entered into, net 30 days from date of Rayner’s invoice. No payment shall be deemed to have been received until Rayner 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 Rayner’s acceptance of the payment as payment in full of amounts due unless the payment is in fact payment in full.

 

 

6. WARRANTY

6.1 General

Except as expressly provided in this Clause 6, all warranties, conditions, representations, indemnities, guarantees and terms with respect to the Products, whether express or implied, arising by law, custom, prior oral or written statements by Rayner or otherwise (including, but not limited to any warranty of satisfactory quality, non-infringement, or fitness for a particular purpose) are hereby overridden, excluded and disclaimed.
Notwithstanding anything to the contrary herein, the following defects will in any event not be covered by any warranty hereunder:

(a) defects due to mishandling during shipping (to the extent the shipping of the Products is at Customer’s risk) or storage, or defects due to use that does not comply with (i) applicable laws and regulations, (ii) the instructions provided by Rayner, (iii) the information in the Product instructions and/or on its packaging. The identity of the person who did not follow these instructions (Customer or a third party) is irrelevant;
(b) defects that did not exist at the time of delivery and/or that are the result of normal wear and tear on the Products, or that are the result of deterioration or accidents caused by carelessness, abuse or clumsiness, or lack of maintenance of the Products.

Without prejudice to the warranty terms of the respective Products as set out below, Customer’s sole and exclusive remedy, and Rayner’s sole obligation in satisfying Customer’s claims for defects under the respective warranties, shall be to replace or, at Rayner’s sole discretion, grant Customer a credit for such returns against future purchases; provided that, if Rayner so requests, Customer shall return the non-conforming Products.

6.2 For IOL, OVD and Instrument Products

Rayner warrants that, on delivery of the Products to the Customer (or to a carrier for shipment to Customer where the shipping of the Products is at Customer’s risk), the Products shall conform in all material respects to Rayner’s published specifications for the Products.  This warranty is the sole warranty given by Rayner to the Customer relating to such Products and is exclusive of any other warranty or remedy, whether express or implied.

Customer shall give written notice of any failure by any Products to conform to the foregoing warranty to Rayner, or of damage to any Products in transit, within 5 business days after delivery of the Products.  Failure to comply with such timescales for notification shall mean Customer is deemed to have accepted the Products and shall have no further right to reject the Products or to submit a claim for breach of warranty.  Where shipping of the Products is at Customer’s risk, 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.

6.3 For Sophi Products [Capital Equipment – excluding Sophi consumables and Sophi Products that have product documentation providing a different warranty term]

For all Sophi branded products comprising capital equipment, Rayner hereby provides a warranty to the Customer that such Products shall be free from material defects in materials and workmanship for 15 (fifteen) months from the date of purchase.

The foregoing warranty shall be subject to the following terms:

(a) This warranty will be void and unenforceable against Rayner if the Product has been:

• • • misused, neglected, improperly stored or handled;
    • altered, abused, used contrary to its user instructions;
    • used for any purpose other than the one for which it was manufactured;
    • subjected to upgrades, calibrations and repairs by anyone other than Rayner’s authorised personnel;
    • used with an electrical supply to doesn’t conform to I.E.C. or UL safety standards; or
    • if the Product’s failure to conform to the foregoing warranty was due in whole or in part to other conditions beyond the control of Rayner.

(b) Products covered under warranty pursuant to this Clause 6.3 shall be repaired or replaced by Rayner, where necessary, free of charge.

(c) Rayner reserves the right to ascertain whether the defective Products have been altered, tampered with, in any way, or have been damaged by improper use. The opinion of Rayner’s technical personnel shall be conclusive and binding on the parties.

(d) No warranty shall be recognised if:

• • • the serial number of the Products attributed by Rayner is missing, tampered with and/or illegible;
    • payment has not been made in accordance with the contractual payment terms;
    • Customer has not notified Rayner in writing of any defects in the Products within prescribed period.

(e) The warranty does not include expenses for return shipment of the Products. All expenses in relation to transport and packing shall be borne by Customer, except in the event of a defect. In case of a requested intervention on-site by Rayner technicians, all travel and hotel expenses shall be debited to Customer.

(f) Rayner shall not be liable for any damage caused to the Products during transportation of the Products, risk at all times continuing to reside with the Customer.

For the avoidance of doubt, the Customer shall have no claim against Rayner for any defects in the Products after expiry of the warranty period.

Customer must notify Rayner of any defect within five (5) business days after delivery of the Product or for latent defects within five (5) business days after the Customer becomes or should reasonably have become aware of the defect. Any replacement Products shall be at Rayner’s option. This warranty is not transferable and is subject to limitations herein. Neither replacement or repair of the Product will extend or renew the original warranty period. This warranty does not apply to Products and parts that are not manufactured by Rayner or its affiliates.

 

6.4 For Sophi Products [Consumables and Sophi Products other than Capital Equipment]
Rayner warrants that, on delivery of the Products to the Customer (or to a carrier for shipment to Customer where the shipping of the Products is at Customer’s risk), the Products shall conform in all material respects to Rayner’s published specifications for the Products.  This warranty is the sole warranty given by Rayner to the Customer relating to such Products and is exclusive of any other warranty or remedy, whether express or implied. The warranty on Sophi consumables is limited to first use.

Customer shall give written notice of any failure by any Sophi Products covered by this Clause 6.4 to conform to the foregoing warranty to Rayner, or of damage to any such Sophi Products in transit, within 5 business days after delivery of the Products.  Failure to comply with such timescales for notification shall mean Customer is deemed to have accepted the applicable Sophi Products and shall have no further right to reject the Sophi Products or to submit a claim for breach of warranty.  Where shipping of the Products is at Customer’s risk, 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.

 

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 Rayner, and will not supply the Products to any party, or otherwise act or fail to act, in such a way as to expose Rayner 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 Rayner’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 Rayner 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 Conditions excludes or limits the liability of Rayner 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 These Conditions, and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of the country where the relevant Rayner entity (i.e. the Rayner entity that acts as the seller for the relevant transaction as identified in the Order) is established.

9.2 Any dispute, controversy or claim arising out of or relating to these Conditions, including their interpretation, validity, enforcement, performance or termination, or to a breach hereof, or concerning any matters of extra-contractual and/or tort liability, if any, arising out of or in relation to the Conditions, which cannot be resolved amicably, shall be submitted to the exclusive jurisdiction of the courts of the judicial district of the country where the relevant Rayner entity that acts as the seller for the relevant transaction as identified in the Order is established.