Alfa Med Limited is incorporated in Ireland and having its registered office at Alfa Med Ltd, Unit 6, Fermoy Enterprise Park, Carrignagroghera, Fermoy, Co.Cork
1.1. “Conditions” means the terms and conditions set out herein.
1.2. “Contract” means the contract between Alfa Med Ltd. and the Purchaser for the sale and purchase of the Goods in accordance with these Conditions.
1.3. “Goods” means the products supplied by Alfa Med Ltd to the Purchaser.
1.4. “Purchaser” means the person, company, Practice, firm or other legal entity who purchases Goods from. Alfa Med Ltd.
1.5. Alfa Med Ltd. means Alfa Med Ltd, incorporated in Ireland and having its registered office at Alfa Med Ltd, Unit 6, Fermoy Enterprise Park, Carrignagroghera, Fermoy, Co. Cork.
1.6. These Conditions represent the entire agreement between the Purchaser and Alfa Med Ltd in relation to the Contract to the exclusion of all other terms and conditions which the Purchaser may seek to impose upon Alfa Med Ltd
2. DESCRIPTION OF GOODS
2.1. All dimensions and volumes given in any literature, website or brochures are approximate, and descriptions of colours are for guidance only and may be subject to alteration.
2.2. Any advice or opinion given by Alfa Med Ltd. or any recommendations made should not be relied upon without obtaining independent specialist advice. The Purchaser must satisfy itself as to the suitability of any Goods purchased for their intended or actual use, and as to all aspects of health and safety, and upon submitting an order, the Purchaser shall be deemed to have done so.
2.3. Alfa Med Ltd. reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable statutory or EU requirement, or where the Goods are to be supplied to the Purchaser’s specification, which do not materially affect their quality or performance.
3. PRICE AND PAYMENT
3.1. Prices are correct at the time of printing but are subject to alteration without notice.
3.2. All prices quoted in the order are exclusive of VAT unless otherwise stated.
3.3. Payment for the Goods shall be made in full to Alfa Med Ltd no later than 30 day following the date of the invoice for the Goods issued by Alfa Med Ltd. (“Due Date”).
3.4. Time for payment shall be of the essence.
3.5. If the Purchaser fails to make payment in full by the Due Date then, without prejudice to any other right or remedy available, Alfa Med Ltd shall be entitled to:-
a) withdraw any credit facilities, terminate the Contract and / or suspend any further performance under the Contract, including deliveries, to the Purchaser;
b) charge the Purchaser interest from the Due Date, on the amount unpaid at the Due Date, at the rate of 9 per cent per annum above ECB rates, until payment is made in full;
c) institute legal proceedings against the Purchaser if it does not make payment in full following a seven day demand letter to recover the total sums due, including accruing interest and legal fees; and / or
d) exercise its right to repossess the Goods.
4.1. Subject to the sole discretion of Alfa Med Ltd, the Purchaser may not cancel, defer or amend an order for Goods once Alfa Med Ltd has acknowledged the order orally or in writing.
4.2. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Alfa Med Ltd to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Purchaser in respect of any one or more instalments shall not entitle the Purchaser to treat the Contract as a whole as repudiated.
4.3. Alfa Med Ltd reserves the right to terminate the Contract with immediate effect and without any liability to the Purchaser if the Purchaser makes a voluntary arrangement with its creditors, becomes bankrupt, becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction), or Alfa Med Ltd reasonably believes that any of the foregoing events are about to occur.
4.4. Alfa Med Ltd reserves the right to defer the date of delivery or to cancel the Contract without liability if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control including, without limitation, any act of God, war, terrorism, industrial action, fire, flood or explosion.
5.1. Delivery of the Goods shall be to the delivery address given by the Purchaser on the application for an Account, unless otherwise specified.
5.2. Delivery rates will be charged at Alfa Med Ltd discretion and on all orders under 100 Euro in value, exclusive of VAT. Any dates specified by Alfa Med Ltd for delivery of the Goods are intended to be an estimate only. Time for delivery is not of the essence. If no date is specified then delivery will be within a reasonable time.
5.3. The Purchaser must take delivery of the Goods on the date specified by Alfa Med Ltd. In the event of the Purchaser arranging collection of the Goods, the Purchaser shall collect the Goods within 5 days of Alfa Med Ltd giving notice that the Goods are ready for collection.
5.4. Alfa Med Ltd shall not be liable for any damage to the Goods unless:
a) the Purchaser has given written notice of the defect to Alfa Med Ltd , and (if the defect is as a result of damage in transit) to the carrier, within 3 days of the date of delivery; and
b) Alfa Med Ltd is given a reasonable opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them.
5.5. Alfa Med Ltd shall not be liable for damage if:-
a) the Purchaser makes any further use of the Goods after giving Alfa Med Ltd notice of a defect; or
b) the defect arises because the Purchaser failed to follow Alfa Med Ltd oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practices; or
c) the Purchaser alters or repairs such Goods without the written consent of Alfa Med Ltd .
5.6. Subject to the previous clauses, if the Goods are not of satisfactory quality, Alfa Med Ltd shall at its option repair or replace such Goods or refund the price of such Goods at the pro rata rate provided that, if Alfa Med Ltd so requests the Purchaser shall return the Goods to Alfa Med Ltd.
6. TITLE AND RISK
6.1. The Goods are at the risk of the Purchaser from the time of delivery or at time of collection by the Purchaser.
6.2. Ownership of the Goods shall not pass to the Purchaser until Alfa Med Ltd has received in full Payment of all sums due to Alfa Med Ltd in respect of:
a) the Goods; and
b) any other sums which are or which become due to Alfa Med Ltd.
6.3. Until ownership of the Goods has passed to the Purchaser, the Purchaser must:-
a) hold the Goods in trust for Alfa Med Ltd ;
b) store the Goods (at no cost to Alfa Med Ltd ) separately from all other goods of the Purchaser or any third party in such a way that they remain readily identifiable as Alfa Med Ltd property;
c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
d) maintain the Goods in a satisfactory condition and store the goods at the temperatures indicated on the goods also keep them insured on Alfa Med Ltd behalf (at no cost to Alfa Med Ltd) for their full price against all risks to the reasonable satisfaction of Alfa Med Ltd.
6.4. The Purchaser hereby grants Alfa Med Ltd, its agents and employees an irrevocable license at any time to enter any premises where the Goods are or may be stored in order to inspect them and repossess them.
6.5. If Alfa Med Ltd repossesses the Goods:-
a) any sums received by Alfa Med Ltd when it then sells the Goods shall be retained by it. If Alfa Med Ltd sells the Goods for less than the amount owed, the Purchaser shall still owe the difference between the amount obtained in selling the Goods and the amount owed;
b) the Purchaser shall also be liable to Alfa Med Ltd for all costs, charges and expenses (including legal costs) incurred by it in the sale and repossession of the Goods; and
c) the Purchaser does not have a right to return the Goods instead of paying the outstanding amount. However, Alfa Med Ltd may agree in certain circumstances to the return of the Goods rather than pursuing the Purchaser for payment. If Alfa Med Ltd do accept the return of the Goods, the Purchaser shall be liable to Alfa Med Ltd for the expenses incurred by it.
7.1. Alfa Med Ltd total liability in contract, delict (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the Goods shall be limited to the price of the Goods.
7.2. Alfa Med Ltd shall not be liable to the Purchaser for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Goods.
7.3. Nothing in these Conditions seeks to exclude or limit the liability of Alfa Med Ltd for death or personal injury caused by Alfa Med Ltd negligence or fraudulent misrepresentation.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 The Purchaser shall indemnify Alfa Med Ltd against all and any loss, damages or costs sustained by Alfa Med Ltd arising out of any breach by the Purchaser of any of its warranties under these Conditions and, at the request of Alfa Med Ltd, it shall provide all reasonable assistance to enable Alfa Med Ltd to resist any claim, action or proceedings brought against Alfa Med Ltd, as a consequence of that breach.
9.1. These Conditions are governed by the laws of Ireland and subject to the exclusive jurisdiction of the Irish Courts.