Vitalograph (Ireland) Limited - Conditions of Business

1. GENERAL

(a) Quotations by the Company are not offers and may be withdrawn without notice. Any order given in respect of a quotation or otherwise is not binding on the Company unless and until it is accepted on the Company's Acceptance of Order form.

(b) Any contract made between the Company and the Customer shall incorporate and be subject to the following conditions. All other terms and conditions whatsoever are excluded from the contract or any variation thereof unless expressly accepted by the Company in writing.

2. PRICES

(a) All prices shall be payable in the currency quoted.

(b) Unless otherwise agreed in writing by the Company all prices are quoted net ex works.

(c) The cost of any special packaging required by the Customer shall be charged extra.

(d) If delivery and performance are postponed or delayed at the request or by reason of the default of the Customer as the case may be, the Customer shall pay all costs and expenses thereby incurred by the Company together with a reasonable charge for storage.

(e) Unless otherwise agreed in writing the Customer shall be charged extra for any tests or inspections or certifications he requires beyond those described in the contract.

(f) All prices quoted for goods or services are subject to fluctuations in the cost of labour materials and overheads, currency exchange rates and taxation whether new or existing, and any increase in such costs after the date of quotation shall be added to the contract price. In the absence of agreement a Certificate of the Company's Auditors certifying the amount of such increase shall be conclusive and binding on the Customer and the Company.

3. RISK

(a) Title shall pass to the Customer when payment in full shall have been received by the Company.

(b) Risk shall pass to the Customer on delivery.

4. DELIVERY

(a) Unless otherwise agreed in writing by the Company delivery shall be made ex works. Dates given by the Company for delivery and performance are statements of expectation and shall not be binding. Failure by the Company to meet any such dates shall not entitle the Customer to any damages for loss of profits or of production or any other consequential loss or damage which he may sustain or to treat the contract as repudiated or to rescind it or any related contract.

(b) Where the Company has agreed to deliver goods at any place other than its works the Company undertakes to replace or at its option repair free of charge any such goods lost or

(c) damaged in transit to the contracted place of delivery if the Customer shall have given written notice of such loss or damage to the Company within 14 days of delivery of the goods in

(d) which event the time for delivery of the lost or damaged goods shall be extended for such period as the Company reasonably requires for such replacement or repair. Failure by the Customer to comply with the provisions hereof or, if requested by the Company, to return the goods to the Company's works within one month of delivery shall render the Customer liable for such loss or damage notwithstanding the provisions of Clause 3(b) hereof.

5. TERMS OF PAYMENT

(a) Unless otherwise agreed by the Company in writing all accounts shall be paid within 30 days of the date of the Company's invoice.

(b) Time for payment shall be of the essence of the contract and the Company shall be entitled to charge interest at the rate of 2 per cent per annum above the base lending rate for the time being of Allied Irish Bank Limited on all overdue accounts and in addition may suspend work and postpone the fulfillment of its obligations until such overdue payment is made.

(c) No disputes as to quality or performance of the goods or services shall entitle the Customer to delay payment unless the Company shall agree liability thereon in an agreed sum or shall have been found liable by a Court of competent jurisdiction.

6. GUARANTEE

(a) The Company undertakes to repair or to replace at its option free of charge any goods supplied by it which are returned to the Company's works by the Customer carriage paid within 12 months from the date of their original despatch and which are shown to the Company's satisfaction to be defective by reason of faulty workmanship material or design.

(b) This guarantee does not apply to parts made of rubber, plastic or glass or to components of a perishable nature or of a short life and the Company's liability under this guarantee is in the case of goods manufactured or supplied to it by another party limited to the liability accepted by that other party.

(c) This guarantee is given in lieu of all other conditions warranties and undertakings whether express or implied by statute common law or otherwise howsoever which such conditions warranties and undertakings are hereby expressly excluded save that where the contract is for the sale of goods and is a 'consumer sale' as defined in section 55(7) of the Sale of Goods Act 1893 as amended sections 13, 14 and 15 of that Act shall apply.

7. LIABILITY

(a) The Customer shall operate and use the goods strictly in accordance with the directions for use issued by the Company and the best professional practice.

(b) The Company does not exclude liability for death or personal injury and subject to Clause 7(c) direct physical damage to tangible property of the Customer provided such damage death or injury is caused by the negligence of the Company or its employees.

(c) Save as set out in Clause 7(b) in no circumstances shall the Company be liable for any indirect consequential incidental or special injury loss or damage suffered by the Customer.

(d) Save as set out in Clause 6 hereof the Company's entire liability to the Customer in respect of any breach of this or any other contract including a fundamental breach or any default act or omission in respect of which the Company is legally liable to the Customer shall be as set out in this Clause 7.

8. MEASUREMENTS

(a) All weights and dimensions quoted are subject to recognised tolerances.

(b) Where any discrepancy (subject to recognised tolerances as herein contained) is revealed and accepted by the Company the Company shall make good such discrepancy or at its option credit the Customer accordingly and no further right of action, set off or counterclaim shall subsist against the Company.

(c) The Company reserves the right to amend and alter the specification of any goods or services that it has agreed to supply.

9. COPYRIGHT ETC.

(a) Copyright in all original work executed by the Company shall remain the sole property of the Company unless otherwise agreed in writing.

(b) The Customer shall indemnify the Company in respect of any claims costs and expenses arising out of any infringement of patent copyright design or other exclusive right by the Company as a result of goods or services supplied to the Customer's specifications.

10. CANCELLATION

Cancellation shall only be accepted by the Company on condition that all costs and expenses and all loss of profits and other loss or damage sustained by the Company (as to which in the absence of agreement between the parties the Certificate of the Auditors of the company shall be conclusive) are reimbursed by the Customer to the Company forthwith.

11. FORCE MAJEURE

The Company shall be under no liability for any delay loss or damage caused wholly or in part by act of God governmental restriction condition or control or by reason of any act done or not done pursuant to a trade dispute whether such dispute involves the Company's employees or not or by reason of any other act, matter or thing beyond the reasonable control of the Company.

12. LAW AND JURISDICTION

The contract shall be governed and construed in all respects in accordance with the Laws of Ireland and all disputes shall be subject only to the jurisdiction of the Irish Courts.

13. SEVERANCE

If any provision or condition herein shall be deemed void for any reason whatsoever, but would be valid if part of the wording herein were deleted such condition or provision shall apply with such modification as shall make it valid and effective

14. NOTICE

Any notice to be given hereunder shall be in writing and shall be deemed to have been duly given if sent or delivered to the party concerned at its address specified overleaf or such other address as the party may from time to time notify in writing and shall be deemed to have been served, if sent by post, 48 hours after posting

15. WAIVER

The rights and remedies of the Company shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by the Company nor by any failure or delay by the Company in asserting or exercising any such rights or remedies

16. HEADINGS

The headings of these Conditions are for convenience only and shall have no effect on their interpretation

17. INDEMNITY

The Customer hereby agrees fully and completely to indemnify the Company in respect of all claims (and any related damages, losses, costs or expenses or like matters) made by any person or body whatsoever (other than the Customer itself) for injury to person or property or any other loss or damage caused by or in connection with or arising out of the use of the goods, the subject matter of this contract

18. IMPORTANT NOTICE TO CUSTOMER

Certain of the provisions of these Conditions of Business may in certain circumstances reduce, control or exclude obligations and liabilities between the Company and the Customer. Without giving any warranty, representation or assurance the Company proposes to arrange its affairs (including but not restricted to not seeking greater insurance cover or greater charges from the Customer) on the basis that these Conditions of Business are fully effective between the Company and the Customer. If the Customer is not content to be bound fully by these Conditions of Business it should, before entering into the contract in question, discuss with the Company whether any different terms can be agreed and if they are more favourable to the Customer the amount of any increase in the price to be charged to the Customer. Any variations from these Conditions of Business will only take effect if in writing and signed by a Director of the Company. The Customer should, in any event, obtain and maintain adequate insurance in respect of any loss that might arise to it from any negligence, delay or failure to perform on the part of the Company its servants or agents

Legal Information

Trademarks

Vitalograph®, Spirotrac® and Safetway® are registered trademarks of Vitalograph Ltd. and associated companies. ALPHA™, asma-1™, asmaPLAN™, BreathCO™, BVF™, COMPACT™, copd-6™, Gold Standard™, In2itive™, Pneumotrac™, PowerSAFE™, ResusBag™ and VitaloJAK™ are trademarks of Vitalograph Ltd. and associated companies.

Microsoft® and Windows® are registered trademarks of Microsoft Corporation. EMIS® is a registered trademark of Egton Medical Information Systems. Bluetooth® is a registered trademark of the Bluetooth SIG.

Copyright

Vitalograph is the owner of all copyright material on this site, unless otherwise advised

Legal Status

Vitalograph (Ireland) Ltd. is company registered in the Republic of Ireland. Vitalograph (Ireland) Ltd. is an affiliate company of Vitalograph Limited (UK).