Terms & Conditions

I. Application
1.1 These conditions apply to all contracts between 3M Health Care Limited (“3M”) and the Buyer and override all conditions stipulated by the Buyer (even if submitted in a later document); any other agreements between the parties
relating to the subject matter of this order are terminated (except an agreement into which these conditions are incorporated).
1.2 No variation of these conditions is permitted unless agreed in writing by a
director of 3M.

2. Price
2.1 The price to be paid for the goods shall be 3M’s price at the date when the
goods are despatched or the services are provided.
2.2 The price of goods includes the cost of 3M’s standard packaging and delivery within the UK and Ireland by 3M’s normal transportation; the price does not include VAT.

3. Payment
3.1 Payment for the goods or services shall be made within (30) days of the date of the invoice, unless otherwise specified on the invoice.
3.2 3M reserves the right to charge interest on overdue sums at the rate of 4% per annum above the Base Rate for the time being at Lloyds Bank plc calculated on a daily basis from the due date of payment in Clause 3.1 above until the date upon which payment is made.
3.3 3M may at any time require the Buyer to make payment in advance of delivery or require security for payment.
3.4 If the Buyer fails to make any payment by the due date or when required, 3M may (without prejudice to any other remedy which it may have) cancel this
contract and/or any other contract between the Buyer and 3M and/or suspend
delivery under this or any other contract until payment is made.
3.5 The Buyer shall have no statutory or other right of set off.

4. Delivery
4.1 Delivery dates are approximate only and 3M shall not be responsible for any loss or damage arising from any delay in delivering all or part of any goods ordered or delay in the provision of any services.
4.2 Without prejudice to Clause 4.1 above, 3M shall not be liable for any delay in delivery or non-delivery of goods or services or any other breach of these
conditions caused by any circumstances beyond 3M’s control including without
limitation and Act of God, explosion, fire, flood, war, hostilities, delay in delivery
or non-delivery by 3M’s suppliers, breakdowns or accidents to machinery, labour strike or dispute, order or decree of any court or action of any governmental authority, or any other causes or any circumstances beyond 3M’s control; on the occurrence of any of the above events 3M reserves the right to cancel or suspend the whole or part of any delivery of goods or provisions of services.
4.3 In the case of any order for goods of a type or description not normally held in stock by 3M, and therefore specially made ordered or imported by 3M to meet such order, the Buyer shall accept goods 10% more or 10% less than ordered, the total price of the order being correspondingly adjusted.

5. Risk
Risk in all goods supplied to the Buyer will pass to the Buyer on delivery.

6. Inspection
6.1 If the goods or any of them are damaged or lost while in the custody of a carrier, 3M shall (at its option) either replace such goods or refund to the Buyer the cost or price of them, but 3M’s liability in connection with any such goods shall not exceed the cost of replacement of them or the price paid by the Buyer for them.
6.2 3M shall not be under any liability under Clause 6.1 above unless the following conditions are strictly complied with:
6.2:1 In the event of non-delivery of a whole consignment of goods the Buyer
must inform 3M in writing within ten (10) days of the date of the invoice.
6.2:2 In the case of damage to goods or loss of part of a consignment, the
consignment must be inspected in the presence of the carrier. If any
goods are damaged or lost the consignment note must be endorsed
accordingly and the Buyer must notify 3M within forty-eight (48) hours of
delivery, such notification to be confirmed in writing within the following
five (5) days.

7. Liabilities and Warranties
7.1 Nothing in this Clause shall be deemed to exclude or restrict 3M’s liability for any fraudulent misrepresentation made by or on behalf of 3M or for death or
personal injury resulting from 3M’s negligence.
7.2 If any goods supplied or processed or any services supplied or provided by or on behalf of 3M prove on inspection to be defective in material or workmanship, 3M shall (at its option) replace the same or refund to the Buyer the price of the goods or services.
7.3 The Buyer shall determine the suitability of the goods for its intended use and shall not rely upon any representations made by or on behalf of 3M.
7.4 3M’s liability under these conditions shall never exceed the cost of replacement or the price paid by the Buyer for the goods or services.
7.5 3M shall not be liable for any consequential or indirect loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever suffered by the Buyer whether this loss or damage arises from a breach of duty in contract or in tort or in any other way (including loss or damage arising from 3M’s negligence).
7.6 Except as set out in these conditions, all warranties and conditions, whether
express or implied, statutory or otherwise are excluded to the fullest extent
permissible by law.

8. Termination
If there is appointed a Receiver, Administrator or Administrative Receiver of the
Buyer’s property or assets or any part of them, or a court order is made or a
resolution is passed for the winding-up of the Buyer (except for the purpose of
amalgamation or reconstruction) or if the Buyer commits any act of bankruptcy,
or any bankruptcy petition is presented against the Buyer (or any analogous
proceedings under the law or any country outside the United Kingdom are
commenced), 3M may by notice in writing to the Buyer cancel all orders and
contracts between 3M and the Buyer or any part of them remaining unfulfilled.

9. Jurisdiction
9.1 All contracts between 3M and the Buyer where the goods are shipped to or
services are provided in the Republic of Ireland shall be governed and construed in accordance with the Laws of the Republic of Ireland, and the Buyer agrees to submit to the jurisdiction of the Courts of law in the Republic of Ireland in respect of them.
9.2 Except as provided in Clause 9.1 above, all contracts between 3M and the Buyer shall be governed and construed in accordance with the Laws of England, and the Buyer agrees to submit to the jurisdiction of the Courts of law in England in respect of them.

Effective 1st July 1997



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