Standard Terms of Contract
Medekit is a part of UnitedHealthcare Global, which is a trading name of UnitedHealthcare Global Medical (UK) Limited.
Please read our terms and conditions carefully before using our website. By continuing to browse and use www.medekit.com you are agreeing to comply with and be bound by these terms and conditions of use.
Please also check how UnitedHealthcare Global uses and protects any information that you give UnitedHealthcare Global Medical (UK) Limited when you use this website by reading our privacy policy.
Terms and Conditions
Medekit is a part of UnitedHealthcare Global, which is a trading name of UnitedHealthcare Global Medical (UK) Limited, a company incorporated under the laws of England and Wales having company number 01987495 and having its registered office at Suite 8 - 31, Vantage Point Business Village, Mitcheldean, Gloucestershire, United Kingdom, GL17 0DD.
Orders submitted to Medekit are subject to the terms of contract set out below (the "Terms").
In these Terms, the "Goods" means those goods (or any one of them) which Medekit is to supply to you under these Terms and any reference to "Buyer", "you" or "your" shall be deemed to be a reference to the person, body corporate, partnership, unincorporated association or other legal entity in whose name the order for Goods is submitted, and any reference to "us" or "our" shall be deemed to be a reference to Medekit.
1. Placing an Order
1.1. Your order for Goods must be placed in writing. We will confirm that your order has been accepted by sending an email to you at the email address you provide in your order form once payment has been received by us (save for customers with a credit account, in which case you will be invoiced on dispatch). Your order (if accepted) and these Terms, together with our current prices, delivery details, contact details, privacy, and anti-corruption policies, form the basis of your contract with Medekit for the sale of the Goods (the "Contract") and you agree to be bound by them.
1.2. It is your responsibility to ensure the accuracy of your order and to ensure that the Goods meet your requirements. No order which has been accepted by Medekit may be cancelled by the Buyer except with the agreement in writing of Medekit and on terms that you shall indemnify Medekit in full against all loss (including loss of profit), costs (including the cost of all labor and materials used), damages, charges, and expenses incurred by Medekit as a result of cancellation. Medekit will make all reasonable efforts to mitigate such losses. Medekit may correct, without liability, any typographical, clerical or other error in any sales literature or other information or documents issued by it or placed on its website.
1.3. If one or more of the Goods is unavailable at the time of dispatching your order, Medekit reserves the right to substitute items equivalent as to specification and quality at no greater cost to you. Should no such alternative be available for reasons outside Medekit's control, Medekit reserves the right to remove the item from the order.
1.4. Each order submitted shall be treated as a new Contract. Failure to pay in respect of one Contract shall entitle Medekit without any liability to you to cancel or suspend delivery of Goods under all or any other outstanding Contracts.
1.5. Unless agreed otherwise in writing, and save as provided at clause 3.4, all prices quoted in US Dollars or Euros are valid for fourteen (14) days and prices quoted in pounds sterling are also valid for fourteen (14) days.
2. Goods
2.1. You are responsible for making sure you comply with all applicable laws, rules, and regulations for the supply and use of the Goods. You agree to comply with any instructions supplied with the Goods in respect of their use and storage. Any advice or recommendation given by Medekit or its employees or agents to you, your employees, or agents as to the storage, application, or use of the Goods which is not confirmed in writing by Medekit is followed or acted on entirely at your own risk, and Medekit shall not be liable for any such advice or recommendation.
2.2. Medekit undertakes that, when it dispatches the Goods, there will be a reasonable time left prior to the expiry of any "use by" dates on the Goods. Medekit accepts no liability whatsoever if, for whatever reason, the Goods are delayed in transit resulting either in the expiry of any of these "use by" dates or a significant reduction in the remaining shelf life of the Goods.
2.3. Medekit reserves the right to make any changes in the specification of the Goods, which do not materially affect their quality or performance, which are required to conform with any applicable statutory or regulatory requirements.
3. Price
3.1. Payment of all sums due under a Contract shall be made either by credit card or by automatic bank transfer to Medekit's nominated bank account after you submit your order but before it is shipped (save where you have a credit account in which case all invoices are payable in full within 30 days of the date of invoice), subject to receiving the delivery quotation.
3.2. The price of the Goods is the price shown on the Medekit website when you place your order or as agreed in writing from time to time. The price does not include transport, packaging or insurance costs, import or export duties, value added tax ("VAT"), sales tax, any government imposed taxes, or any charges incurred pursuant to Clause 4.6 for which you are additionally liable to pay Medekit. For the avoidance of doubt, where Goods are to be delivered to a UK address and, save where proof of exportation or exemption is provided, VAT shall be applicable in addition to the price quoted. The amount of these extra charges will depend on the method of delivery you have chosen and (with the exception of charges incurred pursuant to Clause 4.5) will be stated to you by our staff no later than when you are contacted for payment prior to shipping.
3.3. Orders with a value of less than £10 will be charged at £10 to allow for administration costs.
3.4. Medekit reserves the right, by giving written notice to you at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to Medekit which is due to any factor beyond the control of Medekit (for example, any currency exchange fluctuation, currency regulation, or a significant increase in the costs of labor, materials or other costs of manufacture), or any delay caused by any instructions given by you or your failure to give adequate information or instructions.
3.5. If you fail to make any payment on the due date, without limiting any other right or remedy, Medekit may:
3.5.1. cancel the relevant Contract for which payment is delayed or suspend any further deliveries to you;
3.5.2. appropriate any payment made by you to such of the Goods (or the goods supplied under any other Contract between you and Medekit); or,
3.5.3. charge you interest (both before and after any judgment) on the amount unpaid, at the rate of 4% per annum above Barclays Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
4. Delivery
4.1. Whilst Medekit will use reasonable endeavors to meet any delivery dates given, delivery dates are estimates only and you should not rely on them. Time for delivery shall not be of the essence of the Contract. The Goods will be dispatched to the delivery address set out in your order. Where the Goods are to be delivered in installments, each delivery shall constitute a separate Contract and failure by Medekit to deliver any one or more of the installments in accordance with these Terms, or any claim by you in respect of any one or more installments, shall not entitle you to treat the Contract as a whole as repudiated.
4.2. In these Terms, 'Incoterms' means the international rules for the interpretation of trade terms of the International Chambers of Commerce in force at the date a Contract is made. Unless the context otherwise requires, any expression which is defined in Incoterms shall have the same meaning in these Terms, but if there is any conflict between Incoterms and these Terms, these Terms shall prevail.
4.3. Delivery shall be made in accordance with Ex Works Incoterms 2010 (and delivery shall take place when the Goods are placed with your UK agent or such other agent as may be agreed in writing between the Parties)
4.4. You are responsible for complying with any regulations or legislation governing the importation of the Goods (including obtaining all necessary customs, import or other permits to purchase goods from our website) into the relevant country or destination and for the payment of any other duties. By placing your order, you acknowledge that the importation or exportation of certain of the Goods to you may be prohibited by certain national laws and Medekit makes no representation and accepts no liability in respect of the export or import of the Goods purchased.
4.5. Medekit will package and label the Goods in accordance with the requirements of UK law and in accordance with the nature of the Goods to be supplied.
4.6. Medekit will only agree to provide specific standards of packaging and specific labeling of the Goods if:
4.6.1. you have obtained Medekit's prior written consent to comply with such standards and requirements prior to submitting your order.
4.6.2. You shall indemnify Medekit against all loss, damages, costs and expenses awarded against or incurred by Medekit in connection with, or paid or agreed to be paid by Medekit in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from use by Medekit of your specified packaging or labeling.
4.7. You undertake to inspect or to procure the inspection of Goods at the earliest opportunity after delivery (and in any event within 48 hours of delivery). Any claim for shortfall in the delivery of Goods must be notified in writing to Medekit within 10 days of delivery. Failure to make any such claim within such a period shall constitute a waiver by you of all claims relating to non-delivery of Goods.
5. Risk and Ownership
5.1. Risk of damage or loss of the Goods shall pass to you on dispatch.
5.2. Title in the Goods shall pass to you upon payment in full of all amounts owing by you to Medekit.
5.3. Until such time as the title in the Goods passes to you, you shall hold the Goods as the fiduciary agent and bailee of Medekit, and shall keep the Goods separate from those of third parties and properly stored, protected, insured and identified as the property of Medekit.You may resell or use the Goods in the ordinary course of your business. Further, until such time as title in the Goods passes to you, Medekit may at any time require the Buyer to deliver up the Goods to Medekit or its agent and, if you fail to do so forthwith, Medekit may enter on any of your premises or the premises of any third party where the Goods are stored and repossess the Goods.
5.4. You shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Medekit, but if you do so all moneys owed by you to Medekit shall (without limiting any other right or remedy of Medekit) forthwith become due and payable.
6. Warranty and Liability
6.1. Medekit warrants that, subject to the provisions of Clause 1.3, all Goods will correspond with your order. Medekit will use all reasonable endeavors to obtain for you the benefit of any warranty or guarantee (or the remainder of any warranty or guarantee) given to Medekit by the manufacturers of the Goods. The Goods are not sold as being fit for any particular purpose.
6.2. Claims under Clause 6.1 should be notified to Medekit in writing within 10 working days of the delivery of the Goods in question and the Goods should be properly packaged and returned to Medekit at your own cost as soon as possible. Medekit shall either replace or repair the Goods or refund the amount you paid for them. Failure by you to comply with this Clause shall mean that Medekit shall have no liability to you under Clause 6.1. If you notify Medekit of a claim, the only obligation of Medekit will be, at its option, to make good any shortage or non-delivery, or to replace or repair any Goods that are damaged or defective, or to refund to you the amount paid for the Goods in question in whatever way Medekit chooses.
6.3. Medekit excludes liability for all representations, other than those that are fraudulent (whether by its employees, agents or by any other person) made in respect of the Goods. In entering into a Contract you acknowledge that you are not relying on any such representations that are not so confirmed.
6.4. Medekit gives no warranty that the Website is free of computer viruses. In using the Website you accept responsibility for ensuring the integrity of your own computer systems and that you have a suitable virus screening program in operation. Medekit accepts no liability whatsoever in respect of any losses, claims, expenses, damages or costs incurred by you as a result of browsing or otherwise using the Website.
6.5. Subject as expressly provided in these Terms, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
6.6. Medekit will not be liable for any indirect, special or consequential loss, damage, costs, expenses or other claims (including loss of anticipated profits or loss of expected future business; damage to reputation or goodwill; loss of any order or contract; loss of any data) which arise out of or in connection with the performance of a Contract, including any delay in providing or failure to provide the Goods.
6.7. Unless otherwise provided in these Terms, Medekit's entire liability under or in connection with a Contract shall be limited to 100% of the total amount paid by you to Medekit under the relevant Contract.
6.8. Medekit will not be in breach of the terms of a Contract for any delay in performing, or failure to perform, its obligations under a Contract if that delay or failure was due to any cause or circumstance beyond Medekit's reasonable control. If Medekit fails to deliver the Goods (or any installment) for any reason other than any cause beyond its reasonable control or your fault, and Medekit is accordingly liable to you, Medekit's liability shall be limited to the excess (if any) of the cost to you (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
7. Returns
7.1. Unless agreed in writing by Medekit, goods will not be accepted for return unless for one or more of the following reasons:
7.1.1. where there is a warranty claim under Clause 6.1; or
7.1.2. in response to a product or batch recall instigated by a manufacturer; or
7.1.3. returns to correct an error in delivery, where packaging is damaged, or when Medekit has agreed in writing to accept a return for any other reason
7.2. The following procedures for returns shall be followed
7.2.1. Returns in accordance with Clause 7.1.1
7.2.1.1. Clause 6.2 shall apply and you shall also send a written report with details of the alleged fault.
7.2.2. Returns in accordance with Clause 7.1.2:
7.2.2.1. The recall arrangements for a medicinal product are dictated by the product license holder. You will be contacted within 24 hours of Medekit being notified of the recall. Goods will only be accepted according to the specific instructions and time frame provided on the recall form;
7.2.2.2. Goods must be clearly identified as returns relating to a product or batch recall; and
7.2.2.3. Credit will only be issued as authorised by the manufacturer.
7.2.3. Returns in accordance with Clause 7.1.3:
7.2.3.1. Goods must be in original condition, not marked in any way or unsealed, and should not show any evidence of having been tampered with.
7.2.3.2. In the event that the conditions at 7.2.3.1 are not met, Goods will not be accepted for return except at the discretion of Medekit.
7.3. Medekit shall not be obliged and is not legally able to accept returns of pharmaceutical products except in circumstances set out in Clause 7.1. Exceptionally Medekit may accept a return of pharmaceuticals in other circumstances but only for destruction and no refund or credit will be given. When you have returned Goods to Medekit for any reason not stated above, Buyer shall indemnify Medekit against any losses or expenses suffered by Medekit.
8. Indemnity
You agree to indemnify Medekit against any claim, loss, expense, or damage suffered by Medekit as a result of any claims brought against Medekit by any third party for:
a) any loss, injury, or damage caused by the Goods or their use;
b) any loss, injury, or damage in any way connected with a Contract provided that this Clause will not require you to indemnify Medekit against any liability for Medekit's own negligence.
9. Withdrawal and Use of Goods
Medekit may withdraw the sale or distribution of any goods generally supplied by Medekit without prior notice or liability to you.
10. Medekit Website Usage
10.1. By browsing and using this website you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern our relationship with you in relation to this website. If you disagree with any part of these terms and conditions please do not use our website.
10.2. The term 'us' or 'we' refers to the owner of the website whose registered office is Mitcheldean, Gloucestershire, GL17 0DD, United Kingdom. Our company registration number is 1987495, registered at Mitcheldean, Gloucestershire, GL17 0DD, United Kingdom. The term 'you' refers to the user or viewer of our website.
10.3. The use of this website is subject to the following terms of use:
10.3.1. The content of the pages of this website is for your general information and use only. It is subject to change without notice
10.3.2. Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
10.3.3. Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
10.3.4. This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
10.3.5. All trade marks reproduced in this website which are not the property of, or licensed to, the operator are acknowledged on the website.
10.3.6. Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offense.
10.3.7. From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
10.3.8. Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.
11. Medekit "Suggested" Lists / Product Assistance
These lists set out Medekit's suggestion only in respect of products that you may require or find useful. They are based on Medekit's own experience, are provided for your assistance only and should not be viewed as an endorsement of or warranty given in respect of the Goods comprised in that list. Medekit accepts no liability whatsoever, howsoever caused, arising from your use of a "Suggested" list. Suggested lists which comply with regulations are not guaranteed to be 100% compliant.
12. Anti-Corruption Undertakings
12.1. The Parties shall comply with the UnitedHealthcare Global Anti-Corruption Code of Conduct and Anti-Bribery Policy as provided to you from time to time and maintain books, records and accounts which accurately and fairly reflect transactions Client has undertaken.
12.2. Each and every Contract shall be capable of termination with immediate effect upon either Party's material breach of this provision under any Contract.
13. General
13.1. If any of these Terms is held by any competent authority to be unlawful, invalid, or unenforceable in whole or in part then the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected thereby and shall continue to be valid and enforceable to the fullest extent permitted by law.
13.2. These Terms govern the Contract to the exclusion of any other terms and conditions and no variation to these Terms shall be binding unless agreed in writing between authorised representatives of you and Medekit.
13.3. Any notices and communications to be served under a Contract shall, unless otherwise specified in the Contract, be sent by pre-paid registered post or air mail (as appropriate) to the address shown at the top of these terms (for Medekit) or to the address shown in your order. Notices and communications will be deemed to be served on the second day after posting in the case of pre-paid registered post and the fifth day after posting in the case of communications sent by air mail.
13.4. The Contract and these Terms shall be subject to the laws of England and Wales and the parties agree to submit to the non-exclusive jurisdiction of the Courts of England and Wales if there are any disputes between them of any kind.
13.5. Failure or delay by Medekit to enforce at any time any of these Terms shall not be a waiver of Medekit's rights and it shall not affect the validity of the whole or any part of these Terms or prejudice Medekit's right to take subsequent action.
13.6. Medekit shall be entitled to use contractors or agents in the performance of its obligations under a Contract.
13.7. Nothing in a Contract or these Terms shall create any rights for third parties under the Contracts (Rights of Third Parties) Act 1999. This does not affect any right or remedy of a third party which exists or is available apart from that Act.
13.8. This Clause applies if:
13.8.1. you make a voluntary arrangement with your creditors or (being an individual or firm) become bankrupt or (being a company) become subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
13.8.2. an encumbrancer takes possession, or a receiver is appointed, of any of your property or assets; or
13.8.3. the Buyer ceases, or threatens to cease, to carry on business; or
13.8.4. Medekit reasonably apprehends that any of the events mentioned above is about to occur in relation to you and notifies you accordingly.
If this Clause applies then, without limiting any other right or remedy available to Medekit, Medekit may cancel a Contract or suspend any further deliveries under a Contract (or any other Contract then outstanding) without any liability to you, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.