Legal Terms of Use
This website (“Website”) is provided to you under these "Terms of Use" and any amendments or supplements to them (collectively referred to as this "Agreement") that may be posted by AMO Canada Company or one of its affiliated companies (collectively, “Site Owner,” "we", "us") from time to time. Your use of this Website, or any other services or content provided through the Website, shall be deemed to constitute your consent to be legally bound by the terms and conditions of the Agreement, which shall be enforceable in the same way as if you had signed the Agreement. If you are not willing to accept the terms and conditions in the Agreement, we ask that you not access or use the Website or post or submit any materials on it.
Website Intended Audience
This Website is intended for and directed to residents of Canada. This Website is not intended for anyone under the age of 13.
Information Disclaimer
THE INFORMATION INCLUDING ANY, ADVICE AND RECOMMENDATIONS ON THE WEBSITE IS INTENDED SOLELY AS A GENERAL EDUCATIONAL AID. IT IS NOT INTENDED AS MEDICAL OR HEALTHCARE ADVICE, OR TO BE USED FOR MEDICAL DIAGNOSIS OR TREATMENT, FOR ANY INDIVIDUAL PROBLEM. IT IS ALSO NOT INTENDED AS A SUBSTITUTE FOR PROFESSIONAL ADVICE AND SERVICES FROM A QUALIFIED HEALTHCARE PROVIDER FAMILIAR WITH YOUR UNIQUE FACTS. ALWAYS SEEK THE ADVICE OF YOUR DOCTOR OR OTHER QUALIFIED HEALTHCARE PROVIDER REGARDING ANY MEDICAL CONDITION AND BEFORE STARTING ANY NEW TREATMENT. YOUR USE OF THE SITE IS SUBJECT TO THE ADDITIONAL DISCLAIMERS AND CAVEATS THAT MAY APPEAR THROUGHOUT THE WEBSITE.
WE ASSUME NO RESPONSIBILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON THE INFORMATION, SERVICES, OR OTHER MATERIAL ON THE WEBSITE. WHILE WE STRIVE TO KEEP THE INFORMATION ON THE WEBSITE ACCURATE, COMPLETE, AND UP-TO-DATE, WE DO NOT GIVE ANY ASSURANCES, AND WILL NOT BE RESPONSIBLE FOR, ANY DAMAGE OR LOSS RELATED TO THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION ON THE WEBSITE.
Ownership
You agree that the Website is the property of the Site Owner; including all intellectual property rights in it and that you have no right to use them other than as set out in these Terms of Use. We are not responsible for any harm or loss that you suffer in relation to any use you make of the Website for any business purposes or other purposes not authorized under these Terms of Use. We reserve the right to refuse or terminate access to the Website at our discretion. The Website is provided free of charge and on that basis we have no obligation to provide any maintenance or support services in relation to them and we are not responsible for any loss or damage you may suffer as a result of any failure to maintain or update the Website.
You may not copy, change or reuse the Website, any updates to them or any part of them including the software incorporated in them.
You may use this Website only for lawful purposes and in accordance with these Terms of Use. You are granted a nonexclusive, nontransferable, revocable, limited license to view, print and distribute content retrieved from the Website for your personal, noncommercial purposes, provided that you do not remove or obscure the copyright notice or other notices displayed on the content. You may not copy, reprint, modify, display, perform, translate, distribute, adapt, broadcast, communicate to the public by telecommunication, circulate, or sell the content retrieved from the Website in any way, for any commercial use or provide it to any commercial source, including other websites, without the prior written permission of Site Owner.
In addition, you agree not to: (i) use this Website in any manner that could disable, overburden, damage, or impair this Website, or interfere with any other use of this Website, including, any user's ability to engage in real-time activities through this Website; (ii) use any robot, spider or other automatic device, process or means to access this Website for any purpose, including to scrape, data mine, monitor or copy any of the material on this Website; (iii) use any manual process to monitor or copy any of the material on this Website, or to engage in any other unauthorized purpose without the express prior written consent of Site Owner; (iv) otherwise use any device, software or routine that interferes with the proper working of this Website; or (v) otherwise attempt to interfere with the proper working of this Website.
We reserve all rights not expressly granted to you.
Your Account and Password
When you first register to use the Website you may be prompted to create a password. You must keep your password secret and not give it to anyone else or let them use your account. You must not use anyone else’s password or account. You must inform us immediately if you suspect any unauthorized use of or access to your password or account. We will not be responsible if you suffer any harm or loss because you do not keep your password secret, if you let someone else use your account, if you use someone else’s password or account, or if you become aware of or suspect unauthorized use of your password or account but do not tell us promptly.
Privacy and Consent to Use Data
The information that we obtain through your use of the Website, whether through the registration process or otherwise, is subject to our Privacy Policy. Our Privacy Policy addresses our collection and use of the data you provide to us, including your rights relative to that information.
Electronic Communications
The information communicated on the Website constitutes an electronic communication. When you communicate with us through the Website or via other forms of electronic media, such as e-mail, you are communicating with us electronically. You agree that we may communicate electronically, subject to local privacy laws, and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.
Disclaimer of Warranties With Respect to Use of Website
THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SITE OWNER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, LEGAL OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
SITE OWNER DOES NOT MAKE ANY WARRANTY THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS, OR THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. SITE OWNER MAKES NO WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR AS TO THE ACCURACY, QUALITY, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE.
YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS USED AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SITE OWNER OR THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Limitations of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES WILL SITE OWNER, ITS AFFILIATES AND ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, MANDATARIES OR OTHER REPRESENTATIVES BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR AGGRAVATED DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF INCOME, SAVING OR PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE RESULTING FROM (1) THE USE OF, OR THE INABILITY TO USE, THE WEBSITE; (2) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ITEMS, OR WEBSITES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA (INCLUDING PERSONAL INFORMATION); (4) THE STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; OR (5) ANY OTHER MATTER RELATING TO THE WEBSITE. THESE LIMITATIONS WILL APPLY WHETHER OR NOT SITE OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS.
Trademark Notices
The trademarks and brand names displayed on this Website are the property of Site Owner, its affiliates or third party owners. You may not use or display any trademarks or service marks owned by Site Owner without our prior written consent. You may not use or display any other trademarks or service marks displayed on this Website without the permission of their owners.
Modification or Suspension of the Website
We will make reasonable efforts to make the Website available but we may from time to time need to interrupt, restrict, modify or discontinue, temporarily or permanently the Website or parts of it without notice. We will not be responsible for any harm or loss you may suffer as a result of such actions.
Termination
We may at any time terminate your use of or access to the Website and may delete any or all of your User Content without prior notice if we have a good reason to do so which includes any breach by you of these Terms of Use and the Community Guidelines. We will not be responsible for any loss or harm you may suffer as a result of termination of your use of the Website in these circumstances. In the event of any termination you must stop using the Website and you agree that the provisions of the Agreement regarding Ownership, Trademark Notices, Indemnification, Disclaimer or Warranties, Limitations of Liability, and Applicable Law shall survive any such termination.
Links to Third Party Sites
This Website may contain links or references to third party websites. These links are provided for your convenience only. No endorsement of any third party products, services or information is expressed or implied by any information, material or content of any third party contained in, referred to, included on, or linked from or to this Website. Any information, data, opinions, recommendations, products or services provided by such third parties through links to other websites or otherwise made available through their websites are solely those of such third parties and not of Site Owner. Your use of such third party websites is subject to the terms of use and the privacy policies of such websites.
Indemnification
You agree to indemnify and hold harmless Site Owner and its affiliates and their respective directors, officers, employees, agents, or other representatives from and against all claims, liability, damages and expenses, including without limitation all legal fees and costs arising from or relating to (a) your breach of these Terms of Use; (b) your use of this Website including without limitation transmission or placement of information or material by you on this Website; and (c) any claim or allegation that any of your User Content infringes the intellectual property or other proprietary rights, or privacy rights, of any third party.
Modifications to these Terms
We may make changes to the Terms of Use from time to time in our sole discretion, by updating these Terms of Use on this Website, and specifying the effective date of the new version of the Terms of Use. The “Last Modified” date at the top of these Terms of Use will indicate when the latest changes were made. Your continued use of the Website following the posting of a new version of the Terms of Use constitutes your acceptance of any such changes. Accordingly, whenever you visit this Website, you should check to see if a new version of the Agreement has been posted.
Contact Information
If you have any questions or concerns with respect to these Terms of Use or the Website you may contact us as identified in the Privacy Policy or the “Contact Us” section of this Website.
Severability of Agreement
Should any part or provision of these Terms of Use be held unlawful, void, invalid, or unenforceable that portion shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.
Survival
All Sections shall survive the termination of the right to use the Website.
Applicable Law and Jurisdiction
The information on the Website is intended only for use by residents of Canada. Other countries may have laws, regulatory requirements, or medical practices that differ from those in Canada. The Agreement and the resolution of any dispute related to the Agreement, the Website, or items you purchase through the Website, and any non-contractual obligations arising out of or in connection with these Terms of Use, shall be governed by and construed in accordance with the laws of Ontario, without giving effect to any principles of conflicts of law. Any legal action or proceeding between Site Owner and you related to the Agreement shall be brought exclusively in a court of competent jurisdiction sitting in Ontario, and you agree to submit to the personal and exclusive jurisdiction of such courts.
Standard Terms and Conditions of Supply - United Kingdom
1. Definitions
"Company" means AMO United Kingdom Limited incorporated in England and Wales under number 435984 whose registered office is at 9 Mile Ride, Wokingham, Berkshire RG40 3EW, United Kingdom (AMO UK) "Contract" means the Order accepted by the Company and incorporating these conditions. "Customer" means the company, firm or organization whose Order for the Goods is accepted by the Company. "Goods" means the goods which the Company agrees to supply in accordance with these conditions and which are identified on the Order "Order" means the order for the purchase of the Goods submitted by the Customer. A reference to a party includes its successors or permitted assigns. Any reference to a law is a reference to it as in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. Where a condition provides for a list of items following the word "including" or "includes", then such list is not to be interpreted as being an exhaustive list. A reference to “writing” or “written” includes emails.
2. Incorporation of Conditions
2.1. These conditions shall apply to the Contract to the exclusion of all other terms and conditions, including any terms and conditions which the Customer may purport to apply under any order (including the Order), confirmation of order or similar document or in any correspondence.
2.2. No variation to these conditions shall be binding unless agreed in writing by an authorized representative of the Company.
2.3. The Contract constitutes the entire understanding between the Company and the Customer with respect to the Goods and supersedes all previous agreements and understandings between the parties. The Customer acknowledges that it has not relied upon any statement made orally or in writing by the Company, its employees or agents to the Customer, which are not expressly incorporated into the Contract.
3. Ordering
3.1. Each Order (whether submitted by telephone, post, email or electronic ordering system) shall be deemed to be an offer by the Customer to purchase the Goods pursuant to these conditions. The Company may, at its complete discretion, refuse to accept any Order.
3.2. The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any Order (including the description of the Goods ordered).
3.3. The Company may cancel the Contract at any time before the Goods are delivered by giving written notice to the Customer. The Company shall not be liable for any loss or damage whatever arising from such cancellation.
3.4. Samples For the avoidance of doubt, where no order is placed and the Company provides Goods free of charge to the Customer as part of a sampling programme, clinical trial or compassionate use programme ("Samples"), these conditions shall, to the extent applicable, apply to such Samples.
4. Price and Payment
4.1. Subject to condition 4.5 and unless otherwise agreed by the Company in writing, the price of the Goods shall be the price listed in the Company's published price list current at the date of the Company's acceptance of the Order. Subject to condition 4.5, any price may be altered from time to time by the Company on giving no less than thirty (30) days' notice to the Customer.
4.2. Standard delivery shall be in accordance with condition 6.1. If the Customer requires delivery within an alternative time period, the Customer shall contact the Company's Customer Support Centre to agree an alternative time period, which will be charged at an additional cost to the Customer. All delivery times are subject to the Goods being in stock at the time of the Company's acceptance of the Order.
4.3. The price is exclusive of VAT and all other applicable taxes and duties, which the Customer shall be additionally liable to pay the Company.
4.4. The price is inclusive of packaging, insurance and carriage (for standard delivery). However, the Company reserves the right at its absolute discretion to charge, and the Customer shall pay, the costs of packaging, carriage and insurance in relation to any Order in addition to the price of the Goods.
4.5. The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the reasonable control of the Company.
4.6. The Customer shall pay the price within thirty (30) days of the date of the Company's invoice (the "Due Date"). In the case of payment other than by cash, payment shall only be deemed to have been made on receipt of cleared funds. The time of payment of the price shall be of the essence.
4.7. If the Customer fails to make payment on the Due Date then the Company shall be entitled to charge the Customer interest (both before and after judgement) on the amount unpaid, in accordance with the Late Payment in Commercial Debts (Interest) Act 1998.
4.8. The Customer shall not in any circumstances or for any reason whatsoever (except as required by law) be entitled to make any deduction or withhold any sum from the price by way of set-off or otherwise. The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
4.9. All payments payable to the Company under the Contract shall become due immediately on its termination, despite any other provision.
5. The Goods
5.1. The quantity and description of the Goods shall be as set out in the Order.
5.2. The Goods shall be supplied in accordance with the description in the Order. The Company may from time to time make changes to the specification of the Goods, which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.
5.3. The specifications and designs of the Goods (including the copyright, design right and other intellectual property in them) shall as between the parties be and remain the property of the Company.
5.4. The Customer undertakes not to use any trademarks or trade names applied by the Company to the Goods, nor do or permit anything to be done whereby the goodwill or reputation of such trademarks or trade names may be prejudiced or damaged.
5.5. All Samples must be clearly identified as such, and the Customer must not sell any Samples to any third party or treat any Samples as replacement Goods for any purchased Goods.
5.6. Save as otherwise permitted to comply with any legal or regulatory rights or obligations, the Customer shall not remove, cover or alter any packaging, labelling, notices or end user instructions which are placed on or which accompany the Goods.
6. Delivery
6.1. Subject to conditions 4.2 and 6.2, delivery of the Goods shall be made to the delivery address specified in the Order normally within two (2) working days after the date of the Company's acceptance of the Order.
6.2. The Company reserves the right to withhold delivery of any Goods if any sum due to the Company under any contract with the Customer is overdue or if, in the reasonable opinion of the Company, the financial standing of the Customer has been impaired for any other reason.
6.3. Time for delivery shall not be of the essence and, subject to condition 8.6, the Company shall not be liable for any loss or damage whatever due to any failure by the Company to deliver the Goods (or any of them) promptly or at all.
6.4. The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
6.5. The Customer shall take delivery of the Goods promptly whenever they are tendered for delivery (which shall include signing the relevant delivery note). If, for any reason, the Customer fails to take such delivery of the Goods or otherwise causes or requests a delay in delivery:
6.5.1. the Goods shall be deemed to have been delivered.
6.5.2. risk in the Goods shall pass to the Customer; and
6.5.3. the Company shall be entitled to store or arrange for the storage of the Goods until actual delivery and charge the Customer for the reasonable costs of such storage and any additional charges incurred in delivering the Goods later.
6.6. The Customer shall ensure that adequate and safe facilities and procedures exist at the Customer's premises for the delivery and storage of the Goods.
6.7. The Customer shall immediately notify the Company's Customer Support Centre if the Goods are not received within seven (7) days of receipt of the invoice.
6.8. Acceptance of the Goods Subject to condition 6.9, the Customer shall be deemed to have accepted the Goods seven (7) days after the date of delivery to the Customer. After acceptance, the Customer shall not be entitled to reject Goods which are not in accordance with the terms of the Contract and the Company shall have no liability whatever to the Customer in respect of the Goods.
6.9. The Customer must notify to the Company's Customer Support Centre any alleged defect, shortage in quantity, damage, loss or failure to comply with description within seven (7) days of receipt and hold the Goods for inspection by the Company.
6.10. Return of the Goods No Order which has been accepted by the Company may be cancelled by the Customer and no Goods which have been delivered to the Customer and are in accordance with the terms of the Contract will be accepted for return without the prior written approval of the Company on terms to be determined at the absolute discretion of the Company.
6.11. Any requests to return Goods must be made to the Company's Customer Support Centre within twenty-eight (28) days after the date of delivery of the Goods to the Customer. Goods which have specialist storage requirements will not be accepted for return.
6.12. If the Company agrees to accept any Goods for return, the Company will issue a “return reference number” and the Customer shall be liable to pay a handling charge of twenty percent (20%) of the price. For the avoidance of doubt, all Goods must be in a resalable condition, in their original unopened packaging and the Goods shall be at the Customer's risk until return delivery is accepted by the Company.
6.13. Goods returned without the prior written approval of the Company may be returned to the Customer at the absolute discretion of the Company.
6.14. Recall of the Goods In the event that any Goods are subject to a recall by the Company, the Customer shall provide to the Company as much information as is reasonably possible regarding the whereabouts of the Goods.
7. Title and Risk
7.1. The Goods shall be at the Customer’s risk from the time of delivery, unless the parties have agreed in writing that the Goods are to be collected from the Company’s premises, in which case the Goods shall be at the Customer’s risk from when the Company notifies the Customer that the Goods are available for collection.
7.2. Property in the Goods shall not pass from the Company until:
7.2.1. the Customer has paid the price in full (in cleared funds); and
7.2.2. no other sums whatever are due from the Customer to the Company.
7.3. Until property in the Goods passes to the Customer in accordance with condition 7.2, the Customer shall:
7.3.1. hold the Goods on a fiduciary basis as bailee for the Company.
7.3.2. store the Goods separately from all other goods in its possession and mark them in such a way that they are clearly identified as the Company's property; and
7.3.3. maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price.
7.4. In the event that the Customer resells any Goods to a third party, then the proceeds of sale or otherwise of the Goods, to the full extent of the price of the Goods, shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Company's money.
7.5. The Company shall be entitled to recover the price notwithstanding that property in any of the Goods has not passed from the Company.
7.6. Until such time as property in the Goods passes from the Company, if the Customer:
7.6.1. enters liquidation or has a winding up order made against it or has a liquidator, receiver or examiner appointed in respect of its assets; or
7.6.2. fails to make payment in accordance with these conditions,
the Customer shall upon request deliver up to the Company such of the Goods as have not ceased to be in existence or resold. If the Customer fails to do so, the Company may enter upon any premises owned, occupied or controlled by the Customer where the Goods are situated and repossess the Goods.
7.7. The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Company. If the Customer does so, all sums whatever owing by the Customer to the Company shall forthwith become due and payable.
7.8. On termination of the Contract, howsoever caused, the Company's rights contained in this condition 7 shall remain in effect.
8. Warranties and Liability
8.1. Subject as expressly provided in the Contract, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.2. Subject as expressly provided in the Contract, all terms, conditions, warranties and representations (whether implied or made expressly) whether by the Company, its servants or agents or otherwise relating to the quality and/or fitness for the purposes of the Goods are excluded to the fullest extent permitted by law.
8.3. The Company shall be under no liability in respect of any damage arising from fair wear and tear, fire or accident, willful damage or negligence by the Customer, its agents, employees or subcontractors, abnormal working conditions, failure to follow the Company's instructions, misuse or unauthorized installation, alteration or repair of the Goods. The Customer must pass the Company's instructions for use of the Goods onto any purchasers or potential users of the Goods.
8.4. The Customer shall indemnify the Company for any losses incurred by the Company in respect of any claim brought for:
8.4.1. use of the Goods by the Customer in breach of any applicable laws and regulations in respect of the Goods.
8.4.2. infringement of any patent, copyright or other third-party intellectual rights relating to the Goods by the Customer; or
8.4.3. any other breach of these conditions by the Customer.
8.5. The Company shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential losses (including indirect loss of profit, loss of use, loss of production, loss of business, loss of business opportunity, loss of business revenue and loss of goodwill) arising under or in connection with the Contract.
8.6. Subject to condition 8.8, where any valid claim in respect of the Goods is notified to the Company in accordance with these conditions, the Company shall be entitled to repair or replace the Goods (or the part in question) or, at the Company's sole discretion, refund to the Customer the price of the Goods (or proportionate part of the price), and the Company shall have no further liability to the Customer.
8.7. Subject to condition 8.8, the entire liability of the Company arising in connection with the supply of Goods, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed £5,000,000 in any one year.
8.8. Nothing in these conditions shall exclude or limit the liability of the Company for:
8.8.1. death or personal injury caused by the Company's negligence.
8.8.2. fraud or fraudulent misrepresentation; or
8.8.3. any matter in relation to which it would be unlawful for the Company to exclude or attempt to exclude its liability.
9. Force Majeure
9.1. The Company shall not be responsible for any failure to fulfil its obligations under these conditions and/or in relation to the Goods if such failure is caused by an event which is beyond its reasonable control (including acts of God, war, armed conflict, acts of terrorism, riot, strikes, industrial action (including action involving the Company's employees), fire, flood, any natural disaster, any defaults by the Company's suppliers or subcontractors, difficulties obtaining workmen or materials, and breakdown of machinery).
9.2. If such event continues for more than one month, the Company may terminate the Contract without liability.
10. Assignment
10.1. The Company may assign the Contract or any part of it to any company, firm or organization.
10.2. The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed).
11. Export
Where the Customer intends to export the Goods from the United Kingdom, the Customer shall be responsible for obtaining all necessary licenses and complying with all applicable legislation and regulations governing the export of the Goods from the United Kingdom and the importation of the Goods into the country of destination and shall be responsible for the payment of all duties on the Goods.
12. Miscellaneous
12.1. All communications between the parties about the Contract shall be in writing and delivered by pre-paid post, by hand or by email to the party's registered office, principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice. In the absence of evidence of earlier receipt, any notice shall be deemed to be duly served:
12.1.1. if sent by pre-paid post, two working days after posting.
12.1.2. if delivered personally, when left at the relevant address; or
12.1.3. if sent by email, one working day after transmission.
The provisions of this condition shall not apply to the service of any proceedings or other documents in legal action, which shall be in writing and delivered by pre-paid registered post.
12.2. Save as required to be disclosed by law:
12.2.1. where the Customer is an NHS body, both parties, their employees and agents shall always keep confidential and secret and shall not disclose to any person the price or specification relating to the Goods (unless otherwise published); or
12.2.2. where the Customer is not an NHS body, both parties, their employees and agents shall always keep confidential and secret and shall not disclose to any person any information, materials or documents acquired in connection with the Contract which concerns the other party, its employees or business, unless disclosed other than due to a failure of the relevant party to comply with the Contract. On termination of the Contract, howsoever caused, the parties' obligations contained in this condition 12.2 shall remain in effect.
12.3. Neither party, its employees, agents or subcontractors, shall offer, promise or give, or request, agree to receive or accept any financial or other advantage as an inducement or reward for the improper performance by either party of any relevant function or activity, nor shall they offer, promise or give any financial or other advantage to any person with the intention of inducing or influencing that person for the purposes of obtaining or retaining business or an advantage in the conduct of business for such party. For the avoidance of doubt, both parties agree to comply with any relevant UK or international anti-bribery legislation (including the Bribery Act 2010 and the Foreign Corrupt Practices Acts) and any other industry or organizational codes of conduct applicable to such party.
12.4. Each right or remedy of the Company under these conditions is without prejudice to any other right or remedy of the Company.
12.5. On termination of the Contract, howsoever caused, all obligations which are expressed to remain in effect shall survive termination of the Contract, together with such conditions the survival of which is implied or is necessary for the interpretation or enforcement of the Contract.
12.6. Subject to condition 1.1, a person who is not a party to the Contract shall not have any rights under or in connection with it.
12.7. If any provision of the Contract is held to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed to be severable and the remaining provisions of the Contract and the remainder of the provision shall continue in full force and effect.
12.8. No waiver or forbearance by the Company (whether express or implied) in enforcing any of its rights under these conditions shall prejudice its right to do so in the future.
12.9. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
Terms and Conditions of Sale
1. In these Terms and Conditions of Sale "AMO" shall be taken to mean AMO Ireland.
2. These Terms and Conditions of Sale shall be construed in accordance with the laws of the Republic of Ireland and any dispute arising therefrom shall be subject to the jurisdiction of the Irish courts. If any provision hereof is held in whole or part to be unenforceable by any court or authority of competent jurisdiction, the validity of the other provisions hereof and the remainder of the provision in question shall not be affected and no waiver by AMO of any breach by the customer of these Terms and Conditions of Sale shall be considered as a waiver of any subsequent or ongoing breach of the same or any other provision.
3. All orders are deemed to have been made by the customer and accepted by AMO upon and subject to these Terms and Conditions of Sale.
4. AMO shall establish the prices to be charged to the customer from time to time as it thinks fit, and shall have the right to adjust the prices for any increase in costs.
5. Any dates and times quoted by AMO for dispatch or delivery of the goods are approximate only and shall not form part of the contract between AMO and the customer. Time for delivery shall not be of the essence.
6. AMO shall not be liable for any delay or failure in the performance of its obligations caused by factors outside its control.
7. AMO warrants that the goods will correspond in all material respects with their specification, be of satisfactory quality and suitable for their intended purpose. Any condition, warranty or other term which might otherwise be implied or incorporated within these Terms and Conditions of Sale by reason of statute or common law or otherwise is hereby excluded to the fullest extent permitted by law.
8. The customer shall inspect the goods immediately upon delivery thereof and any claim by the customer based on any defect in the goods caused by breach of Term 7 shall be notified to AMO in writing forthwith after detection and in any event within 14 days of delivery of the goods. AMO shall be under no liability with regard to any defect in the goods in respect of which the customer has not complied with this provision and the customer shall be bound to pay the price.
9. AMO's liability in contract, tort or otherwise for any loss or damage arising (whether or not from AMO's own negligence) directly or indirectly either out of the supply or the use o the goods shall be limited to the invoiced value of the goods from which the loss or damage arises. In no circumstances shall AMO be liable for any indirect or consequential loss or damage of any nature or description no matter how arising. The customer shall at all times keep AMO indemnified against any claims for loss, damage, costs, expenses, injury or death to third parties arising (directly or indirectly) out of or concerned with the negligence, breach of duty of care or any other act or omission of the customer in relation to the goods supplied hereunder.
10. All goods supplied shall, notwithstanding delivery and passing of risk, remain the property of AMO until full payment for them is received. Until title to the goods passes to the customer, the relationship between AMO and the customer shall be that of bailor and bailee and the separate identity of these goods shall be maintained by the customer who has the right to pass on ownership of the goods. The proceeds of such sales shall be held by the customer to AMO's account up to the full amount of the purchase price. If payment of sums due to AMO is overdue or if it appears to AMO that the customer is or may be insolvent AMO may enter upon the customer's premises to recover and/or re-sell the goods and the customer hereby authorises AMO to enter its premises to do so.
11. Terms of payment are 30 days from date of invoice. Time for payment shall be of the essence. AMO reserves the right to charge interest on any overdue sums at the rate of 7 per cent per annum above the then current base rate of the European Central Bank from the due date until receipt of payment. If any amount due from the customer is overdue and outstanding, AMO reserves the right to suspend deliveries in whole or part until such amount is paid.
12. On delivery of the goods to the customer, the goods shall be at the customer's risk who should provide insurance against loss or damage.
13. Transfer of Personal Data Abroad. AMO is fully compliant with EU legislation dealing with data protection and the transfer of personal data to third countries. AMO may store personal data with other AMO group companies located outside the European Union. Any such personal data transfer is subject to AMO ensuring equivalent data protection rights to those rights existing in the European Union.
14. In respect of laser vision correction equipment sales, a separate equipment sales agreement is required, and the customer must also enter into a license agreement in respect of the relevant patents before the equipment is shipped. The customer must purchase treatment cards at standard charges from AMO, unless otherwise agreed in writing.
Version July 2006