Terms of
Sale

These Conditions are the terms and conditions under which Spex UK Limited (us or our or we) supplies Goods to the purchaser named in the applicable purchase order for the Goods (you or your). These Conditions prevail over any additional or inconsistent conditions specified by you, or appearing in any purchase order from you, and no variation to these Conditions will be binding on us, unless specifically accepted by us in writing.

 

1. Definitions

1.1 For the purposes of these Conditions, the following terms have the following meanings:

Conditions means these goods supply terms and conditions; and

Goods means the goods as more particularly described in the applicable purchase order for those goods.

2. Price

2.1 The price for the Goods will be the price for your country or territory specified by us from time to time for the Goods, less any discounts notified by us to you in writing from time to time. These may include, without limitation, volume discounts, and discounts on Goods ordered using our dedicated online ordering portal. Pricing errors may be corrected at any time. All prices are in the currency we notify to you in writing from time to time, unless otherwise agreed by the parties in writing.

2.2 All prices are exclusive of goods and services taxes, sales taxes and value added taxes (if any), which will be payable by you to us in addition on the rendering by us of an appropriate tax invoice.

3. Orders

3.1 You agree to order the Goods by completing and sending to us an approved SPEX order form.

3.2 We will use reasonable endeavours to confirm your order in writing within a reasonable time. Our confirmation of an order from you will create a legally binding order by you for the Goods as described in our confirmation, unless there is an error in our confirmation and you have notified us of the error within two business days of your receipt of the confirmation.

3.3 You may not cancel any legally binding order for Goods without our consent, which consent (if any) may be given on such terms as we may determine at our discretion. We may, for any reason and without any liability on our part, cancel any order for Goods before delivery of the Goods.

4. Specifications

4.1 If we supply any Goods to you based on specifications provided by you, you will be responsible for making sure such specifications are complete and accurate and legible in all respects, and that such specifications are appropriate for the end user of the Goods.

5. Payment terms

5.1 We will invoice you for the Goods when the Goods are ready to be picked up by you or your agents. Payment for the Goods will be due in full within 30 days following such pickup.

5.2 All sums due to us under these Conditions will be paid to the credit of a bank account to be designated in writing by us, failing which:

(a) we may charge interest on any outstanding amount on a daily basis at an annual rate equivalent to the rate being our banker’s standard annual interest rate for commercial overdrafts plus 3%, from the due date until the date of actual payment;

(b) we may elect by written notice to you to reduce or remove some or all of the discounts offered for Goods ordered by you while any amounts remain unpaid by their due date; and

(c) if we incur any costs or expenses by reason of your failure to pay any amount required to be paid by you to us by the due date, you will reimburse us for all costs and expenses that we incur in connection with any actions or proceedings for recovery of such amounts, including all reasonable accounting costs, attorney costs (on a solicitor and own client basis), court costs and debt collection costs.

6. Delivery

6.1 Unless agreed by the parties in writing, delivery of the Goods takes place when we make the Goods available to you or your agents at the location notified by us on our confirmation of the order. We will notify you in writing when the Goods are ready to be picked up, and you will then arrange to pick those Goods up without delay.

6.2 Unless otherwise agreed by the parties in writing, you will be responsible for all freight, shipping, transportation and customs clearance costs incurred by you on or following delivery of the Goods by us.

6.3 Any delivery or lead times given by us are estimates only, and we will not be liable for failure to deliver within any estimate timeframe. Time for delivery will not be of the essence.

6.4 In the event of any delay by you in taking delivery of the Goods, we will be entitled to charge you for our reasonable costs incurred in storing the Goods.

6.5 You may not reject delivery of the Goods solely by reason of a shortfall. You must inspect the Goods following delivery, and must give written notice to us of:

(a) any defects or damage to the Goods that would be reasonably visible from any such inspection; and

(b) any Goods short supplied.

You must give such notice within 14 days of delivery. Failure to do so will be regarded as an acceptance of the Goods.

7. Force Majeure

7.1 We will not be liable for any failure to perform the contract or any part of it due to an event of Force Majeure. We may cancel the order if the cost to us of supplying any Goods is increased materially as a result of such Force Majeure and the parties cannot agree on how the additional cost is to be borne. For the purposes of this clause 7, Force Majeure includes any inability to obtain supplies or labour, industrial disputes, delays, act of God, fire, flood, storm, adverse weather conditions, or other matters beyond our reasonable control.

8. Risk and title

8.1 Risk in the Goods will pass to you once they are delivered to you. If we assist you to load any Goods onto any carrier, then that will be at your own risk. However, title in the Goods will not pass to you until all Goods supplied by us to you have been paid for in full. Until such title passes:

(a) you will not sell or dispose of the Goods, other than in the ordinary course of your business; and

(b) we may at any time require the Goods to be returned to us at your cost, and will be entitled to enter your premises or any other place where the Goods are situated at any time in order to take possession of them, and you will indemnify us against any claim or demand that may be brought in relation to such entry and taking of possession.

9. Intellectual property rights

9.1 All intellectual property rights in the Goods will be exclusively owned by us or our third party licensors. You and subsequent purchasers of the Goods are granted a royalty-free, non-exclusive licence under those intellectual property rights solely to the extent necessary to operate and use the Goods in the manner recommended by us.

10. Warranties

10.1 We warrant that there are no liens, encumbrances or other interests in the Goods that would prevent title to the Goods passing to you upon payment pursuant to clause 8.

10.2 We will provide a standard warranty with the Goods, covering defects in materials and construction. The scope of that warranty, the warranty period, and any exceptions to that warranty, will be as specified in the product information provided with the Goods.

10.3 Any modification of any Goods or attempt by any person to repair any Goods, without our prior written authorisation, will invalidate the warranty in clause 10.2 for those Goods.

10.4 Your sole remedy against us for any Goods that do not comply with the warranty in clause 10.2, in addition to your rights under clause 10.5, will be (at our option and cost) for us to repair or replace such Goods or their defective components, provided that:

(a) you must notify us in writing of the non-compliance within the applicable warranty period, and no later than seven days following the date you first became aware of the non-compliance. You must also provide us with such information as we may reasonably request to enable us to ascertain the nature of the non-compliance; and

(b) if requested by us, you must give us the opportunity to investigate the alleged non-compliance, and you will if we request you to, return the relevant Goods (or defective components of the Goods) to us for the purposes of such inspection.

10.5 We will reimburse the reasonable costs to you of any significant labour required to remove or uninstall any defective Goods or components of Goods for the purposes of repair or replacement, or to install or fit any repaired or replacement Goods or components of Goods, provided you obtain our prior written approval before incurring such costs. We will not unreasonably withhold such approval. We may alternatively elect by written notice to you to require any such removal, uninstallation, installation or fitting services to be performed by a contractor or agent approved by us, at our own cost.

10.6 Some Goods or components of Goods manufactured by third parties may be supplied with a separate manufacturer’s warranty. Despite any other provision of this clause 10 to the contrary, but subject to clause 12, our liability for defects in such Goods or components will be limited to the extent of that manufacturer’s warranty.

10.7 If the Goods supplied are selected or modified based on the recommendation of a prescribing medical assessor, then we are not responsible for any defect or failure in those Goods arising from that recommendation not being appropriate for the particular user.

10.8 You acknowledge that except as expressly provided in these Conditions, and subject to clause 12, we give no warranties in relation to the Goods, either express or implied, including but not limited to any implied warranties relating to quality, fitness for any particular purpose or ability to achieve a particular result. All statements, technical information and recommendations about the Goods are believed to be reliable, but do not constitute a guarantee or warranty.

11. Liability

11.1 In no event will we be liable (whether in contract, tort, negligence or in any other way) to you for:

(a) loss of revenue or profit, loss of anticipated savings, loss of goodwill or opportunity, loss of production, loss or corruption of data or wasted management or staff time; or

(b) loss, damage, cost or expense of any kind whatsoever that is indirect, consequential, or of a special nature,

arising directly or indirectly from any Goods supplied by us to you, even if we had been advised of the possibility of such damages, and even if such loss, damage, cost or expense was reasonably foreseeable by us.

11.2 In no event will our total liability under any claim of whatever nature arising directly or indirectly from the Goods supplied by us to you exceed the price paid by you for the specific Goods to which the relevant claim relates.

12. Exclusions

12.1 None of the exclusions or limitations set out in these Conditions will have the effect of limiting or excluding any form of liability where such liability cannot be so limited or excluded under applicable law. For example, consumer laws in some countries may affect our ability to exclude or limit certain types of liability.

13. General

13.1 These Conditions embody the entire agreement of the parties in relation to the subject matter of these Conditions and supersede all prior understandings, communications and representations between the parties, whether oral or written.

13.2 You may not assign, transfer or sub-contract any of your rights or obligations under these Conditions, without first obtaining our written consent.

13.3 No amendment to these Conditions will be effective unless in writing and signed by an authorised representative of us.

13.4 The United Nations Convention on Agreements for the International Sale of Goods will not apply to the supply of any Goods under these Conditions.

13.5 These Conditions will be governed by the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.