1. GENERAL

1.1 In these Terms and Conditions:  The Buyer means the person, firm, company or other organisation who or which has ordered Products from LockDown Medical Ltd (“LockDown”); The Contract means the contract for the sale and purchase of Products between LockDown and the Buyer as may be further evidenced by LockDown’s final written order acknowledgement and no prior proposals, statements, representations or conditions will be binding on either party;  The Products means any Goods, Equipment or Service agreed to be supplied by LockDown.

1.2 These Terms and Conditions shall be incorporated into the Contract and shall apply to the exclusion of any conditions of the Buyer.  These Terms and Conditions may not be varied or waived except with the express written agreement of LockDown.  The failure of LockDown to enforce its rights under the Contract at any time, for any period of time, shall not be construed as a waiver of any such rights.   

2. PRICES AND QUOTATIONS

The price of the Products will be LockDown’s quoted price, inclusive of any duties, but exclusive of value added or other taxes. All quotations issued by LockDown for the supply of Products shall remain open for acceptance for the period stated in the quotation or, if none is stated, for sixty (60) days.  In all other cases, prices payable are those currently in effect in LockDown´s then current pricelist, which may include charges for handling, freight, packaging, insurance and minimum orders.   

3. PAYMENT

3.1 Unless otherwise agreed in writing, the Buyer shall make payment to LockDown in full, without any set-off: (i)  no later than thirty (30) days from the date of invoice, in the currency invoiced; (ii)  solely via electronic funds transfer originating from the Buyer’s account held in the country of Buyer’s principal place of business.    

3.2 In the event of late payment, LockDown reserves the right: (i) to suspend deliveries and/or cancel any of its outstanding obligations; and (ii) to charge interest at the lower of (a) an annual rate equal to twelve (12) % and (b) any applicable maximum statutory rate on all unpaid amounts calculated on a day to day basis until the actual date of payment.

4. CHANGES AND RETURNS

4.1 LockDown reserves the right, subject to prior written notice, to make any change in the specification of the Products, which does not materially affect the utility, performance or price thereof.   

4.2 Products may only be returned with prior authorisation from LockDown and at the customers cost.   

5. DELIVERY/ACCEPTANCE

5.1 Any term of delivery shall be construed according the latest edition of Incoterms. International orders are supplied Ex Works. UK orders will be supplied subject to the delivery charges specified in the prevailing UK pricelist. 

5.2 LockDown will use all reasonable endeavours to avoid delay in delivery on the notified delivery dates. Failure to deliver by the specified date will not be a sufficient cause for cancellation, nor will LockDown be liable for any loss or damage due to delay in delivery. 

5.3 The Buyer shall notify LockDown in writing within two (2) working days of delivery of any short delivery or defects reasonably discoverable on careful examination.  LockDown’s sole obligation shall be, at its option, to replace any defective Products or refund the purchase price of any undelivered Products. 

5.4 Where delivery of any Product requires an export license or other authorisation before shipment, LockDown shall not be responsible for any delay in delivery due to delay in, or refusal of, such license or authorisation.

5.5 Partial deliveries and related invoicing shall be permitted. If the Buyer fails to accept delivery of the Products within a reasonable period after receiving notice from LockDown that they (or any part of these) are ready for delivery, or if delivery is delayed for reasons attributable to the Buyer, LockDown may dispose of or store the Products at the Buyer’s risk and expense. 

6. LOAN KITS

6.1 Goods remain the property of LockDown

6.2 All missing or damaged items will be invoiced unless with prior agreement in writing.

6.3 All outer packaging arriving with the Loan Kit must be retained for the return shipment otherwise damage may occur during shipment and will be charged at full value.

6.4 Used instruments are required to be fully cleaned and decontaminated prior to return and a decontamination certificate must be included in the return shipment. Items that need to be returned for recleaning will incur a carriage charge at the rate specified in LockDown’s then current pricelist.

6.5 Collection will be made one working day after the kit is utilised; and additional loan charge may be applied for goods not returned within this time. In exceptional circumstances and at LockDown’s discretion, this may be extended by one day.

6.6 LockDown will arrange with the buyer for the kit to be collected by a courier as specified by LockDown. Wherever possible this collection will be made prior to 4pm.

6.7 The buyer will confirm to LockDown the correct number of parcels to be collected and contact details of the responsible party.

6.8 It is the responsibility of the buyer to ensure that return address labels are attached to all boxes and that the complete shipment is given to the courier. LockDown may charge the buyer in the event that this process is not followed and items are permanently lost.

6.9 Should the collection as prearranged fail LockDown may pass any additional carriage charges incurred back to the buyer.

7. RISK AND TITLE

7.1 The risks of loss of and damage to the Products shall transfer to Buyer in accordance with agreed delivery term. Full title to the Goods and Equipment shall pass to the Buyer on full payment. In case of non-payment by the Buyer, LockDown, without prejudice and in addition to any rights it has under Section 3.2 or otherwise, may take back all or part of the Goods and Equipment and dispose of these in any way it seems fit with a view to mitigating the consequences of the non-payment by Buyer (to avoid doubt all depreciation, de-installation and other costs will be borne by the Buyer.)   

7.2 In relation to any Equipment used for clinical purposes, the Buyer shall keep adequate written records of the identity of any person or entity to whom the Equipment is transferred and of the location of such Equipment and shall procure that any purchaser of such Equipment is subject to the same requirement in respect of any onward sales.

8. RESTRICTED USE 

8.1 With respect to certain Products, use restrictions are a condition of the purchase which Buyer must satisfy by strictly abiding by the restriction as set forth in LockDown’s documentation accompanying the Products. The Buyer is solely liable to ensure compliance with any regulatory requirements related to the Buyer’s use of the Products.   Any warranty granted by LockDown to the Buyer shall be deemed void if any Products covered by such warranty are used for any purpose not permitted hereunder. In addition, the Buyer shall indemnify LockDown and hold LockDown harmless from and against any and all claims, damages, losses, costs, expenses and other liability of whatever nature that LockDown suffers or incurs by reason of any such unintended use.

8.2 With respect to Products regulatory approved for clinical and medical treatment, any decisions relating to such treatment and use shall be at the risk of the Buyer and the respective healthcare providers. 

9. GENERAL WARRANTY

9.1 Section 9.2-9.3 shall apply in the event no other specific warranty has been agreed in the Contract. As regards any Products covered by a warranty issued by a third party manufacturer, such warranty terms shall apply to the exclusion of Section 9.2-9.3.   

9.2. Goods – LockDown warrants that its Goods meet LockDown’s specifications at the time of delivery.  All warranty claims on Goods must be made in writing within ninety (90) days of receipt of the Goods.  LockDown’s sole liability and Buyer’s exclusive remedy for a breach of this warranty is limited to repair, replacement or refund at the sole option of LockDown.

9.3 Equipment – LockDown’s Equipment of its own manufacture is warranted from date of delivery to be free of defects in workmanship or materials under normal usage for a period of one (1) year and any claim shall be submitted in writing within such period.  LockDown’s sole liability and the Buyer’s exclusive remedy for a breach of this warranty is limited to repair, replacement or refund at the sole option of LockDown. Such repairs or replacement will not extend the warranty period.

9.4 To the maximum extent permitted by applicable law LockDown hereby expressly disclaims, and the Buyer hereby expressly waives, any warranty regarding results obtained through the use of the Products. All other warranties, representations, terms and conditions (statutory, express, implied or otherwise) as to quality, condition, description, merchantability, fitness for purpose or non-infringement (except for the implied warranty of title) are hereby expressly excluded. 

10. LIMITATION OF LIABILITY

10.1 LockDown shall have no liability under the warranties contained in Section 8 in respect of any defect in the Products arising from: fair wear and tear; wilful damage or negligence of the Buyer or its employees or agents; abnormal working conditions at the Buyer’s premises; failure to comply with IFU, or LockDown’s  use restrictions or  other instructions (whether oral or in writing); misuse or alteration or repair of the Products without LockDown’s approval; or if the Buyer is in breach of its payment obligations under this Contract.

10.2 Subject to any express obligation to indemnify, neither party shall be liable for any indirect or consequential, or punitive damages of any kind from any cause arising out of the sale, use or inability to use any Product or Service, nor for, without limitation, loss of profits, goodwill or business interruption. 

10.3 The total liability of LockDown arising under or in connection with the Contract, including for any breach of contractual obligations and/or any misrepresentation, misstatement or tortious act or omission (including without limitation, negligence and liability for infringement of any third party intellectual property rights) shall be limited to damages in an amount equal to the amount paid to LockDown under the Contract.

10.4 The exclusion of liability in these Terms and Conditions shall only apply to the extent allowed according to applicable law.

11. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in the Products and/or Services shall at all times remain vested in LockDown or its licensors.    

12. DATA PROTECTION

12.1 The Buyer and LockDown shall comply with data protection laws applicable to their respective processing of personal data under the Contract.

12.2 Prior to returning any equipment to LockDown, the Buyer shall fully clean and decontaminate the equipment and a decontamination certificate must be included in the return shipment. Items that need to be returned for recleaning will incur a carriage charge at the rate specified in LockDown’s then current pricelist.

12.3 Prior to and during the Contract, the Buyer may provide LockDown with personal data relating to its personnel or other individuals involved in the use of the Products. The Buyer consents to the processing of this personal data by LockDown, its affiliates and their respective suppliers, and shall, to the extent legally required, provide appropriate notice to each individual or obtain requisite consent to such processing of his or her personal data for the following specific purposes: (i) performing the Contract; (ii) providing information about LockDown products and services; and (iii) satisfying legal or regulatory requirements.

13. HEALTH AND SAFETY

The Buyer shall ensure that: (i) the Products (provided such Products comply with its specifications) are suitable and safe for the Buyer’s intended use; (ii) the Products are handled in a safe manner. (iii)  containers, packaging, labelling, equipment and vehicles, where provided by the Buyer, comply with all relevant national and international safety regulations.

14. INDEMNITIES

Except where a claim arises as a direct result of the negligence or breach of contract of LockDown, the Buyer shall indemnify LockDown in respect of any claim which may be made against GEHC: (i) arising in connection with the Buyer’s unintended use of the Products;  (ii) alleging that the Buyer´s use of the Products infringes the intellectual property rights of any third party.

15. INSOLVENCY

In the event that the Buyer becomes insolvent or applies for bankruptcy or, being a company, goes into liquidation (other than for the purposes of reconstruction or amalgamation), LockDown shall be entitled immediately to terminate the Contract without notice and without prejudice to any other rights of LockDown hereunder.

16. ASSIGNMENT

LockDown may assign or novate its rights and obligations under the Contract, in whole or in part, to any of its affiliates or may assign any of its accounts receivable under this Contract to any party without the Buyer’s consent.  The Buyer agrees to execute any documents that may be necessary to complete LockDown’s assignment or novation.  The delegation or assignment by the Buyer of any or all of its rights or obligations under the Contract without LockDown’s prior written consent (which consent shall not be unreasonably withheld) shall be void. 

17. FORCE MAJEURE

17.1 A party shall not be liable in respect of the non-performance of any of its obligations to the extent such performance is prevented by any circumstances beyond its reasonable control including but not limited to, strikes, lock outs or labour disputes of any kind (whether relating to its own employees or others), fire, flood, explosion, natural catastrophe, military operations, blockade, sabotage, revolution, riot, civil commotion, war or civil war, acts or threats of terrorism, plant breakdown, computer or other equipment failure and inability to obtain equipment.

17.2 If an event of force majeure exceeds one (1) month a Party may cancel the Contract without liability.

18. GOVERNING LAW

This Contract shall be governed by and construed according to the laws of England and Wales.

19. PRODUCT-SPECIFIC TERMS AND CONDITIONS

Additional terms and conditions govern the sale and supply of certain Products and Services.  These additional terms and conditions are available from the sales office of LockDown and shall take precedence in the event of any inconsistency with these Terms and Conditions.