These Terms will apply to any contract between us for the sale of Products to you. Please read these Terms carefully and make sure that you understand them, before ordering any Products from Xpress Healthcare.
Basis of Sale
Xpress Healthcare Ltd. (“Xpress Healthcare”) will sell and the person, firm, company or institution placing any order (“Buyer”) will purchase the goods listed on Xpress Healthcare’s current product and price list (“Products”) subject to these Terms.
No quotation given by Xpress Healthcare shall constitute an offer to supply the Products. An order placed by Buyer, whether or not in response to a quotation, shall constitute an offer to purchase made to Xpress Healthcare subject to these Terms. No terms or conditions put forward or implied by Buyer, in the order, correspondence or elsewhere shall be binding on Xpress Healthcare and such conditions or stipulations are hereby excluded and extinguished.
Any error or omission in any quotation, catalogue, sales literature, invoice or other document issued by Xpress Healthcare shall be subject to correction by Xpress Healthcare without liability to Buyer.
Buyer shall be responsible to Xpress Healthcare for the accuracy of all orders. In the event of a discrepancy between a catalogue number and its product description, the catalogue number will be used to satisfy the order.
Buyer shall be responsible to Xpress Healthcare for all confirmation orders to be clearly marked “CONFIRMATION” to avoid duplication of an order.
All Buyer’s orders are subject to Xpress Healthcare’s acceptance. All contracts for Products are subject to availability.
Xpress Healthcare reserves the right to make changes in the specification of Products ordered which do not materially affect quality or performance of the Products.
Unless specifically agreed otherwise, the price for the Products will be that as shown in Xpress Healthcare’s current online catalogue at the time of delivery, plus costs of delivery (please see Delivery/Shipment section of Xpress Healthcare website).
The price is exclusive of Value Added Tax (VAT) and all other similar sales taxes, fees or charges, as applicable. If Xpress Healthcare is required to pay any such tax, fee or charge, Buyer shall reimburse Xpress Healthcare or, at the time of order, Buyer shall provide Xpress Healthcare with an exemption certificate acceptable to the relevant taxing authorities.
Xpress Healthcare reserves the right to charge a fuel surcharge, delivery, packaging and/or handling charge on all orders, and re-delivery charges if there is no one to accept delivery of Products at Buyer’s premises. Xpress Healthcare may also charge Buyer additional costs for carriage and packing on an individual basis for any special delivery arrangements requested by Buyer.
If Buyer is tax-exempt, Buyer shall provide to Xpress Healthcare a tax-exemption certificate from time to time upon request by Xpress Healthcare.
All refunds are looked at from a case by case basis. Any cancelled orders should be returned to Xpress Health within 7 days to qualify for a refund. Also the delivery fee for the return must be paid by the buyer.
Payment terms are net 30 days from date of invoice. No offsets, settlement discounts or other deductions of any kind may be made against amounts due.
The time for payment shall be of the essence for all contracts for Products. In the event of default in payment by a due date, Xpress Healthcare reserves the right, without prejudice to other rights, to: (i) charge interest rate specified in the Late Payments in Commercial Transactions Regulations 2012 (SI 580 of 2012, or any replacement thereof) and/or (ii) suspend further deliveries.
Xpress Healthcare reserves the right to withhold delivery of all Products until payment of all amounts owed in respect of the Products and any other sums due to Xpress Healthcare is discharged.
All amounts due are payable in invoiced currency unless otherwise agreed in writing.
All costs including legal expenses incurred by Xpress Healthcare in recovering overdue debts will be payable by Buyer.
Business to Business Sales
- The Seller is under no obligation to accept return of goods supplied and credit the Buyer accordingly except in the following circumstances:-
(i) Goods received as being damaged in transit will be replaced with an undamaged item – goods must be signed for as damaged on receipt, and must be reported within 24 hours
(ii) Goods returned pursuant to a request by the Seller following a complaint of quality of goods made under Clause 6 hereof – detailed information must be supplied in writing and the claim must be agreed in advance by the Manufacturers. (iii) Where in the Seller’s opinion the goods delivered do not meet the description of the goods agreed between the Seller and the Buyer when the order was placed.
Goods generally not required after receipt cannot be returned for a credit unless agreed by the Seller, and in turn their Suppliers. The Seller must be notified in writing within 24 hours of receipt of the goods. All goods must be returned within 7 days, unused, in the original unopened packaging and in a re-saleable as new condition. In all circumstances the prior agreement of the Seller must be received by the Buyer prior to the return of goods. Goods deemed faulty from the date of delivery will either be replaced or repaired under normal warranty conditions.
- The Seller reserves the right to make a charge for the return of goods including a restocking fee.
- Goods are to be returned at the buyer’s expense.
- When the Seller issues a credit it will be to the original payment method.
Delivery and Return
Xpress Healthcare reserves the right to make delivery in instalments.
While Xpress Healthcare will endeavour to deliver the Products by any date agreed upon, time shall not be of the essence for delivery, and any such date or period is approximate and given for guidance only. Xpress Healthcare will not be liable for any delays in the supply and/or delivery or failure to deliver by such a date or within such a period or any losses whatsoever due to such delays howsoever caused.
Unless agreed to otherwise by Xpress Healthcare in writing, the risk in Products shall pass to Buyer at the time of dispatch from Xpress Healthcare or Xpress Healthcare’s suppliers’ premises (if dispatched direct from Xpress Healthcare’s suppliers to Buyer). If Buyer so requests, Xpress Healthcare will arrange to insure the Products in transit at Buyer’s expense and on its behalf for the value of the purchase price against all risks, from departure from Xpress Healthcare’s (or Xpress Healthcare’s supplier’s) premises until delivery to Buyer, and the insurance charges will be included in the invoice to Buyer for the Products. Buyer’s only remedy in the event of non-delivery or damage or deterioration during delivery shall in those circumstances be against the insurance company, whose name address and terms of insurance will upon request be supplied to Buyer by Xpress Healthcare, and against whom such claim should be made by Buyer as expeditiously as possible.
Buyer acknowledges that the Products may be subject to US export control laws and regulations, with which Buyer will comply as applicable.
If the Products do not conform to Buyer’s order, if they are damaged or fault or otherwise defective Buyer must notify Xpress Healthcare promptly after receipt of delivery. Should a short delivery (of less than the full quantity of Products ordered) have been made, Buyer must notify Xpress Healthcare promptly on discovery of the short delivery and Xpress Healthcare will resolve the shortage.
Where it would have been apparent on a reasonable inspection that the Products do not conform to the order and these Terms and Buyer fails to give Xpress Healthcare notice of this within a reasonable time Buyer will be deemed to have accepted the Products and have waived any right to reject the Products.
Products supplied will not be accepted for return unless returned in accordance with an authorisation issued by Xpress Healthcare, and in the original packaging and in saleable condition.
Warranties and Liabilities
Each Product is warranted to correspond with its specification (as contained in the materials sent with the Product, or if no such materials are so provided, the specifications for such Product posted on Xpress Healthcare’s online catalogue) at the time of delivery and to be free from material defects.
The warranties in these Terms are in lieu of all other warranties, express or implied, including, without limitation, any warranties of merchantability, non-infringement or fitness for a particular purpose, said warranties being expressly excluded to the fullest extent permitted by law. Warranty as to title in section 12(1) of the Sale of Goods Act 1893 is not excluded.
Buyer agrees that its sole and exclusive remedy against Xpress Healthcare shall be limited to the repair and replacement of Products or parts of Products, provided Xpress Healthcare is promptly notified in writing of the defect, and at the latest within 3 months from the date of delivery of the relevant Product. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as Xpress Healthcare is willing and able to repair or replace the Products or parts of Products; and in any event, Xpress Healthcare’s liability for any loss or damages suffered by Buyer shall be limited to the purchase price of the Products. This paragraph states Buyer’s sole and exclusive remedy for breach of warranty.
Applications mentioned in Xpress Healthcare’s literature are provided for informational purposes only. Xpress Healthcare does not warrant that all or any applications have been tested in Xpress Healthcare laboratories using Products.
The statute of limitations applicable to all claims arising under these Terms shall be one (1) year from the date the claim accrues.
The maximum liability, if any, of Xpress Healthcare for all direct damages, including, without limitation, contract damages and damages for injuries to persons or property, whether arising from Xpress Healthcare’s breach of these Terms, breach of warranty, negligence, strict liability, or other tort with respect to the Products, or any services in connection with the Products, is limited to an amount not to exceed the price of the Products. In no event shall Xpress Healthcare be liable to Buyer for any incidental, consequential or special damages, including, without limitation, lost revenues and profits, even if it has been advised of the possibility of such damages. The right to recover damages within the limitations specified is Buyer’s exclusive alternative remedy in the event that any other contractual remedy fails of its essential purpose.
Where in these Terms Xpress Healthcare excludes or limits its liability in respect of any loss or damage, Xpress Healthcare does not intend or purport thereby to exclude or limit liability for death or personal injury resulting whether wholly or in part from Xpress Healthcare’s own negligence or that of its employees or agents where Xpress Healthcare is not permitted by law to exclude such liability.
Hazards, Toxicity and Buyer Indemnity
All Products offered by Xpress Healthcare are intended for use by qualified professionals who are trained in good laboratory procedures and are familiar with their potential hazards.
The Products contain chemicals which may be harmful if misused. Due care should be exercised with all Products to prevent direct human contact.
Subject to sub-clause below,
Buyer shall at all times keep Xpress Healthcare its employees and agents effectively indemnified against all actions, proceedings, costs, charges, claims, expenses and demands whatsoever which may be made or brought against Xpress Healthcare its employees or agents by any third party in respect of any alleged injury, loss, damage or expense arising out of, or in connection with, the Products or their use or misuse by Buyer or its employees or agents.
Where actions, proceedings, costs, charges, claims, expenses and demands such as are referred to in sub-clause
above are in respect of death or personal injury caused wholly or in part by the negligence of Xpress Healthcare its employees or agents, neither Xpress Healthcare nor its employees or agents shall claim indemnity from Buyer in respect of such proportion of such actions, proceedings, costs charges, claims expenses or demands as shall be found to be due to Buyer’s own negligence.
Product Use Limitations; Trade Marks, Service Marks and Patents
The purchase of a Product only conveys to Buyer the non-transferable right to use the Product purchased in compliance with the applicable intended use statement, limited use statement or Limited Use Label Licenses (LULL) if any, in Xpress Healthcare’s catalogues, on its website (see http://www.xpresshealthcare.ie) or on the label or associated documentation. Unless agreed to by Xpress Healthcare in writing, Buyer receives no right to resell the Product purchased hereunder.
Please see Technical and Legal References section of the current Xpress Healthcare catalogue or its suppliers’ Patent and Trade Mark pages for other applicable acknowledgements, disclaimers, trademarks, service marks and patent information. 8.3 Product claims are subject to change. Please contact Xpress Healthcare Customer Support or access the Xpress Healthcare online catalogue for the most up-to-date information on the Products.
Products labelled “For Laboratory Use” are intended For Research Use Only outside the United States.
By placing an order, Buyer hereby consents to Xpress Healthcare using any personal details (including of its employees) for the purpose of supplying Products, including passing personal details to Xpress Healthcare’s employees, agents and any delivery agent. Xpress Healthcare may share Buyer (and its employees) information with its suppliers for purposes connected to or relating to the fulfilment of Buyer’s order and for internal accounting and compliance purposes. Xpress Healthcare may also process information to provide Buyer with information about Xpress Healthcare Products, however Xpress Healthcare will not use personal data for any other purpose unless permitted to do so by applicable law.
Headings are for reference only and shall not affect interpretation.
Notices shall be served by post on the registered offices of the parties or principal place of business.
No waiver of a breach of contract by Xpress Healthcare shall operate as a waiver of any other or subsequent breach.
If any provision of these conditions is held invalid or unenforceable in whole or part, the validity or enforceability of the other provisions shall not be affected.
The Terms and the order constitute the whole agreement between Xpress Healthcare and Buyer supersedes all previous agreements between the parties relating to its subject matter Buyer acknowledges that, in entering into an agreement for the purchase of Products, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out or specifically referenced in these Terms. 10.6 In the event of any litigation between the parties hereto concerning any matters related to these Terms, the parties agree that the only forum in which such litigation may be filed and adjudicated is in the Courts of Ireland. In the event of any litigation between the parties hereto concerning any matters related to these Terms, the parties agree that the substantive and procedural laws of the Ireland shall apply without regard to Ireland’s choice of law provisions.
Xpress Healthcare may amend these Terms from time to time by posting amended or replacement Terms on the website (or otherwise notifying any such Terms to Buyer). Buyer should check the Terms prior to placing any order to ensure Buyer is aware of the then current Terms which will apply to that order.