The following terms apply to and form part of the Agreement, where Goods are included on an Order Form.

Capitalised terms used but not otherwise defined in these Terms will have the meaning given to them in the Agreement.

In addition, the following definitions shall apply:

Delivery Location: means the location agreed in writing between the parties at which the Customer will take delivery of the Goods.

Installation Date: date the installation of a Device is completed at Customer site.

Ship Date: the date that a Good is picked-up from the Supplier by a third party courier service to be sent to the Delivery Location, or if a Good is delivered directly to the Delivery Location by the Supplier, the date it is delivered to the Delivery Location.

1. Goods

  1. The Goods are described in an Order Form. The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

  2. The Supplier shall ensure that the Goods shall:

    1. correspond in all material respects with their description;
    2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended);
    3. where they are manufactured products, be free from material defects in design, material and workmanship; and
    4. comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

  3. The warranty period for the Goods shall be:

    1. for a Device, one (1) year from the earliest of: the Installation Date, or 4 weeks after the Ship Date;
    2. for a Consumable, 6 months from the Ship Date; and
    3. for anything else, one (1) year from the Ship Date unless specified otherwise.

  4. In the event that:

    1. the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in paragraphs 2 and 3; and
    2. the Supplier is given a reasonable opportunity of examining such Goods; and
    3. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost,

    the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

  5. The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in paragraphs 2 and 3 in any of the following events:

    1. the Customer makes any further use of such Goods after giving notice in accordance with clause 4(a);
    2. the defect arises because the Customer failed to follow the Supplier's oral or written instructions, including the User Guides, as to the storage, commissioning, installation, location, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
    3. the Customer alters or repairs such Goods without the prior written consent of the Supplier;
    4. the defect arises as a result of any fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
    5. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or
    6. the failure arises as a result of the Supplier following the instructions or specification of the Customer.

  6. The Customer shall not sell the Goods to any third party at any time without the prior written consent of the Supplier.

2. Delivery

  1. Unless otherwise agreed in writing, Customer is responsible for all shipping and handling costs, as well as customs and taxes. These will be invoiced to the Customer by the Supplier (and shall be payable by the Customer in accordance with the Payment Terms) or directly by the relevant authorities, in the reasonable discretion of the Supplier.
  2. Subject to the Customer paying any agreed upfront Fees in accordance with the Order Form and related payment terms (including, delivery fees, customs or duties costs which may be applicable) in accordance with this Agreement (as applicable), the Supplier shall deliver the Goods to the Delivery Location on the agreed date.
  3. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
  4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
  5. The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

3. Returns