Terms and Conditions of Sale

Unimed Electrode Supplies Ltd

Effective date: [Insert publication date]

1. About Us

These Terms and Conditions of Sale (“Terms”) apply to the sale and supply of goods by Unimed Electrode Supplies Ltd (“Unimed”, “we”, “us” or “our”).

• Company number: 6032163

• Registered office: 10 Farnham Business Centre, Dogflud Way, Farnham, Surrey, GU9 7UP

• Email: info@unimed-electrodes.co.uk

• Telephone: 01252723395

Please read these Terms carefully before placing an order. By placing an order with us, you agree to these Terms, subject to clause 2.

2. Application of These Terms

2.1 These Terms apply to quotations, orders and sales of goods supplied by Unimed, unless we expressly agree otherwise in writing.

2.2 These Terms are intended primarily for customers purchasing goods in the course of business (“Business Customers”).

2.3 If you are purchasing as a consumer, nothing in these Terms is intended to exclude or restrict any rights that cannot lawfully be excluded or restricted under applicable consumer protection legislation. Different cancellation, returns and warranty rules may apply to consumer purchases.

2.4 Any terms included in a customer's purchase order or other document will not apply unless expressly accepted by an authorised representative of Unimed in writing.

2.5 No amendment to these Terms will be effective unless agreed in writing by an authorised representative of Unimed.

3. Quotations and Orders

3.1 Quotations are invitations to place an order and are not binding offers unless expressly stated otherwise. Unless stated differently on the quotation, quotations are valid for 30 days from the date of issue.

3.2 All orders are subject to acceptance by Unimed. An order is accepted when we confirm acceptance in writing, issue an order confirmation, or dispatch the goods, whichever occurs first.

3.3 Customers are responsible for ensuring that order details are complete and accurate, including product references, quantities, delivery address, billing details and any applicable purchasing or delivery instructions.

3.4 We may refuse or decline an order where, for example, the goods are unavailable, a pricing or product-description error has occurred, credit approval has not been obtained, or we have reasonable grounds to suspect fraud or unlawful use.

3.5 Any changes to an accepted order require our written agreement. We may charge reasonable additional costs arising from an agreed change.

4. Products and Product Information

4.1 We make reasonable efforts to ensure that product descriptions, specifications, images and other information on our website, quotations and catalogues are accurate and up to date.

4.2 Product images are illustrative only. Packaging, appearance or specifications may change where permitted by the manufacturer and applicable requirements, provided the goods supplied remain consistent with the agreed product specification.

4.3 Customers are responsible for confirming that the goods selected are suitable for their intended use and compatible with their equipment, procedures and requirements.

4.4 Medical and healthcare-related products must only be used in accordance with the manufacturer's instructions, labelling, intended purpose and applicable requirements. Nothing on our website constitutes medical advice.

4.5 We may update product information or discontinue products from time to time. Any change affecting an accepted order will be communicated to the customer where appropriate.

5. Prices and Taxes

5.1 Prices are those confirmed in our quotation or order confirmation. If no price has been expressly confirmed, the price shown on our website or current price list at the time of acceptance will apply.

5.2 Unless expressly stated otherwise, prices are quoted in pounds sterling and exclude VAT and delivery charges. Applicable VAT will be charged at the prevailing rate.

5.3 We reserve the right to correct genuine pricing, typographical or calculation errors before accepting an order. If an error is identified after acceptance, we will contact the customer to agree how to proceed.

5.4 Additional charges may apply for special delivery arrangements, expedited services, deliveries outside our standard service area, redelivery, storage, or other services requested by the customer. We will advise the customer of applicable charges where reasonably practicable before incurring them.

6. Payment and Credit Accounts

6.1 Payment terms will be stated on our invoice, quotation or written credit agreement.

6.2 Where we have approved a credit account, invoices are payable within the agreed credit period. Unless otherwise agreed in writing, invoices are payable within 30 days of the invoice date.

6.3 Where credit has not been approved, payment may be required before dispatch.

6.4 We may suspend further deliveries or withdraw credit facilities where an invoice is overdue, subject to applicable law and any relevant contractual obligations.

6.5 If payment is overdue, we may charge interest and seek recovery of reasonable debt-recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and other applicable law, where applicable.

6.6 The customer must notify us promptly of any genuine invoice dispute, identifying the disputed amount and the reasons for the dispute. The customer must pay any undisputed portion by the due date.

6.7 We may set or revise credit limits following a reasonable assessment of the customer's payment history and financial circumstances.

7. Delivery

7.1 Delivery dates and times are estimates unless we expressly agree in writing that a date is binding. We will make reasonable efforts to meet agreed delivery arrangements but are not responsible for delays caused by circumstances beyond our reasonable control.

7.2 Delivery will be made to the address agreed when the order is accepted. The customer is responsible for ensuring that the address is correct and that suitable access, receiving arrangements and authorised personnel are available.

7.3 The customer must notify us of any delivery restrictions or special requirements before the order is dispatched.

7.4 If delivery cannot be completed because of an incorrect address, lack of access, the absence of an authorised recipient or another circumstance within the customer's reasonable control, we may charge reasonable costs for redelivery, storage or other additional arrangements.

7.5 We may make deliveries in instalments where reasonable or agreed with the customer. Each instalment may be invoiced separately where appropriate. A delay or issue affecting one instalment does not automatically entitle the customer to cancel other instalments.

7.6 If goods are delayed or unavailable, we will provide an update where reasonably practicable and discuss appropriate options with the customer.

7.7 Any delivery or unloading assistance is subject to the agreed delivery service. Unless expressly agreed otherwise, the customer is responsible for providing safe access and suitable facilities for receiving and unloading the goods.

8. Risk and Ownership of Goods

8.1 Risk of loss of or damage to the goods passes to the customer when the goods are delivered to the agreed delivery address or collected by the customer or its nominated carrier.

8.2 Ownership of the goods does not pass to the customer until we have received payment in full for those goods and all other sums then due and payable by the customer to Unimed, to the extent permitted by law.

8.3 Until ownership passes, the customer must:

• store the goods separately where reasonably practicable and identify them as belonging to Unimed;

• keep the goods in satisfactory condition and protect them from damage, contamination, loss or deterioration;

• maintain any insurance reasonably appropriate to the goods; and

• not remove or obscure identifying labels or markings.

8.4 To the extent permitted by law, if the customer fails to pay an amount due after the applicable payment period, we may require the return of goods for which ownership has not passed. The customer must provide reasonable access to those goods, subject to applicable law and any necessary legal process.

8.5 Nothing in this clause gives Unimed any right to enter premises without the occupier's consent or other lawful authority.

9. Inspection, Shortages and Damaged Goods

9.1 The customer must inspect the goods as soon as reasonably practicable after delivery.

9.2 Any apparent shortage, incorrect item, visible damage or discrepancy should be reported to us in writing as soon as reasonably practicable, preferably within five working days of delivery, with details of the order and supporting photographs where appropriate.

9.3 If an issue is not reasonably apparent on inspection, the customer must notify us as soon as reasonably practicable after discovering it.

9.4 The customer must retain the relevant packaging and affected goods, where safe and reasonable to do so, until we have advised how the issue will be investigated or resolved.

9.5 We will investigate reported issues and, where we are responsible and subject to applicable law, arrange an appropriate remedy, which may include replacement, repair, credit or refund.

9.6 Nothing in this clause removes any statutory rights or prevents a customer from exercising a remedy available under applicable law.

10. Returns and Order Cancellations

10.1 Once an order has been accepted, the customer may not cancel or amend it without our prior written agreement, except where a cancellation or other remedy is required by law.

10.2 Where we agree to accept the return of non-faulty goods as a commercial goodwill arrangement, the following conditions will normally apply:

• written return authorisation must be obtained before the goods are sent back;

• the goods must be unused, unopened, undamaged and in their original packaging;

• the goods must be returned within 28 days of delivery, unless we agree otherwise in writing;

• the customer is responsible for return carriage costs unless we agree otherwise; and

• a restocking charge of up to 10% of the goods' value may apply, as confirmed when the return is authorised.

10.3 For safety, hygiene, traceability or product-integrity reasons, we may be unable to accept returns of opened, used, damaged, temperature-sensitive, sterile, short-dated or otherwise unsuitable goods, where lawful and appropriate. Any such restriction does not affect remedies for faulty, misdescribed or incorrectly supplied goods.

10.4 Goods must not be returned without our authorisation. Unauthorised returns may be refused or held pending collection, and reasonable costs may be charged where lawful.

10.5 If goods are faulty, damaged on arrival or incorrectly supplied, please contact us promptly. We will assess the issue and arrange an appropriate remedy in accordance with these Terms and applicable law.

10.6 Where consumer cancellation rights apply by law, this clause does not remove or limit those rights. Consumer customers should refer to the relevant consumer cancellation and returns information provided with their order.

11. Product Quality, Warranty and Storage

11.1 We will supply goods that conform to the contract and any applicable statutory requirements.

11.2 Where a manufacturer provides a warranty or product guarantee, we will provide relevant details where available. A manufacturer's warranty is additional to any rights the customer may have against Unimed under applicable law.

11.3 If the customer believes goods are faulty or do not conform to the agreed specification, it must notify us promptly and provide reasonable information to help us investigate, including product identification, batch or lot numbers where applicable, and details of the issue.

11.4 Where a fault or non-conformity is established, we will provide the remedy required by the contract and applicable law. Depending on the circumstances, this may include replacement, repair, credit or refund.

11.5 We will not be responsible for faults or damage to the extent caused by improper storage, mishandling, misuse, unauthorised modification, failure to follow the manufacturer's instructions, contamination, use beyond an applicable expiry date, or other circumstances for which