General Conditions for the Hiring of Medical Equipment or Purchase of Medical Equipment Accessories (“Conditions”)

 

1. DEFINITIONS AND LAW - The “Contract” is the document or documents that set out these Conditions and all other details about your agreement with us. “We” and “Us” mean the supplier of the hired Equipment or the seller of the Goods. “You” means the person, firm, company, corporation or public authority or body to whom we supply Equipment on hire or to whom we sell Goods. “Equipment” means the medical equipment hired  referred to in the Contract. “Goods” means the Goods comprising medical equipment accessories  we have sold to you which are as described in the manufacturers specification or in any separate Goods specification we have provided you with. “Recipient” means the person, firm, company, corporation or public authority to whom the Goods are delivered, when it is not you. “Services” means the Services provided by us to you by the technician if one accompanies the medical Equipment. These Conditions form part of the Contract to the exclusion of all other terms and conditions (including any terms or conditions which you purport to apply under any purchase order, confirmation of order, specification, service level agreement or other document) you may have put forward, except where we have agreed to any amendments or other conditions in writing. These Conditions do not affect the statutory rights of a person dealing as a consumer as defined by the Unfair Contract Terms Act 1977 or any statutory modification of that Act. The Contract will be governed by and interpreted in accordance with English Law. 

 

2. BASIS OF CHARGING/PAYMENT - You will pay the price stated in the Contract. Hire charges will begin at the time stated in the Contract and will continue during the period of hire until you have permitted our technician if one accompanies it to remove the equipment and he has given you a receipt for it or you have otherwise made arrangements for the collect or delivery of the equipment with us. All time is chargeable including Saturdays, Sundays and Bank Holidays. All charges are payable on demand. If payment is not made when due, we will be entitled to interest on the amount that is overdue at four per cent above the prevailing base rate of National Westminster Bank PLC calculated on a daily basis and all other sums payable under the Contract will fall due. This will be without prejudice to any other rights or remedies we may have. Should a dispute arise in respect of any specific item described by any specific invoice you shall not be entitled during the course of this dispute to withhold any sums for payment beyond those specifically relating to the disputed item(s). A counterclaim against us will only be accepted for deduction from any payment made to us where we have agreed to such a deduction in writing. Counterclaims will only be considered for acceptance between the parties to this Contract. No amount which may be due for payment to an associated company or to the parent company will be deemed to be acceptable as a counter-claim in this context.  You will also pay to us any charges we reasonably incur in the recovery from you of money or Equipment. We reserve the right to vary the hire charges by giving you not less than thirty (30) days prior written notice. Where we have granted monthly account facilities to you in writing, all invoices must be paid by the last day of the month following the month of delivery. Where no such facilities have been granted, payment will be made at the time you place your order, or where previously agreed, on delivery.  Unless specifically stated otherwise, prices and rates shown in quotations, Contracts, invoices, certificates and correspondence are nett exclusive of VAT, which will be payable to us as an addition to the hire charge at the rate or rates laid down from time to time by Law.  We shall be entitled to adjust the rates and amount of VAT retrospectively or otherwise comply with any rulings made by H M Customs and Excise affecting any Goods sold, hired or provided by us. If you are an organisation or body which is not eligible to pay VAT and that meets the requirements of zero rating it is your responsibility to provide evidence to us of this. If we raise invoices to you without VAT and you are later found to be liable to pay VAT you will make payment in full to us of those additional sums within 7 days or receipt of an invoice in respect of them.

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3. ADDITIONAL CHARGES AND ACCEPTANCE OF EQUIPMENT - Hire charges include carriage and when appropriate the services of the technician who accompanies the Medical Equipment for the amount of time statement in the contract. You will additionally be invoiced at the hourly rate set out in the contract for any additional time the Equipment and accompanying technician if there is one present are required to stay on site due to delays (including where relevant overnight accommodation costs for the technician).  You will also pay to us any agreed charges including time for us delivering any training , briefings, or inductions to your employees in respect of  the Medical Equipment. You should satisfy yourself on delivery of the suitability of the Equipment and that your requirements will be fulfilled by the  Equipment recommended prior to accepting delivery.  Time shall not be of the essence in relation to delivery. Dates or times quoted by us are estimates only and not guaranteed. Where we have agreed to position the Equipment in a specific location you must have an authorised representative available at the time of delivery to instruct us regarding that position and sign for the Equipment. We can only deliver to a safe delivery site where there is no rough ground or other uneven surfaces which may cause damage to the sensitive Equipment. Our technician if one is present or our delivery driver will indicate if he does not consider the delivery area to be safe and may refuse to deliver Equipment until a suitable deliver site is available.  You will be responsible for any parking or standing charges we incur during delivery or operation of the Equipment.

 

4. RECEIPT OF GOODS - When you have ordered Goods (e.g. medical equipment accessories)  from us to accompany the Equipment.  You, or the Recipient on your behalf, will meet the technician if one is present of the delivery driver on site to receive the Goods and should check them for quantity and condition. If any of the Goods are in an unsatisfactory condition, you must notify the technician or delivery driver who accompanies the Equipment. If this condition is not observed, no claim in respect of unsatisfactory condition of the Goods or shortage thereof will be entertained. We undertake that the Goods will conform in all material respect with their description and be free from material defects in design. We shall at our discretion repair or replace defective Goods or refund the price of the Goods in full if we are given reasonable opportunity to inspect the Goods and we agree that they do not meet their specification.

 

5. RISK AND TITLE TO EQUIPMENT - The ownership of the Equipment will remain with us and we reserve the right to dispose of the Equipment, which we have supplied to you at any time.  For the duration of the hire period you will hold the Equipment on our behalf and will be under an obligation to return the Equipment to us on demand. Should our technician be in attendance he or she should be allowed to remain with the Equipment to advise on its set up and manner in which the Equipment functions at all times.

 

6. RISK AND TITLE TO GOODS - (i)The risk in the Goods will pass to you immediately on delivery of the Goods to you or to the Recipient; (ii) the ownership of the Goods will remain with us and we reserve the right to dispose of the Goods until you have paid in full for all Goods which we have supplied at any time to you. Until such payment has been made in full you will hold the Goods on our behalf and will be under an obligation to return them to us on demand. You will permit us to enter any land or premises of yours to recover our Goods.

 

7. WHEN THE CONTRACT COMES INTO BEING - The Contract comes into being when you have placed a purchase order giving details of your requirements and have agreed to be bound by these Conditions and we have accepted your order.

 

8. ADVICE AND RECOMMENDATION - Where we give information to you or advise you on the choice of Equipment or provide advice on the use of the Equipment, we do not warrant the correctness of any information, advice, or recommendation nor the suitability of the Equipment or Goods for a specific use. Save as expressly agreed otherwise, the same applies for suggestions from us regarding the configuration of the Equipment and Goods. Such suggestions are non-binding. They are solely based on the information given by you. You should verify whether the suggested configuration can be utilised on the relevant patient. You must verify and be satisfied with and warrant that all information and data supplied to us by you or your employees or representatives, is accurate and complete, in particular sufficient for the provision of any advice regarding the Equipment and Goods. Unless otherwise agreed, we are not obliged to verify the information given by you or to investigate. Our technician if one is present can advise on the functionality of the Equipment and Goods only he cannot provide medical advice or diagnosis  and should not be considered as medically qualified or trained.  You are relying on your own experience and judgement in relation to the operation Equipment and Goods and should ensure you hold all current and relevant qualifications in respect of its operation. This applies in particular to the question of suitability of the Equipment and Goods for the purpose you are hiring it for as well as to the appropriateness of the Equipment’s configuration. Any changes to patient condition or other information provided by you must be notified to our technician if one is present immediately. We reserve the right to amend our advice or suggestions for the Equipment and Goods  configuration in accordance with the amended condition. You remain responsible for all decisions made and the operation of the Equipment within a surgical environment.

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9. SAFETY AND INSTRUCTIONS - It is your responsibility to make sure that all people who use the Equipment are properly instructed in its safe and correct use and that they are in possession of all instructions supplied by us. We have recommended training courses and it is your responsibility to ensure all relevant staff undertake this training. You are responsible for ensuring that any checks, testing, examinations of the Equipment required by law are carried out after delivery and for so long as the Equipment remains on your site. You must ensure that the Equipment is not misused.

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10. YOUR RESPONSIBILITY - (i) You will be responsible for the loading and unloading of the Equipment at the address specified by you. Any technician or delivery driver we supply with the Equipment will be under your control at such times; (ii) Your responsibility for the Equipment begins when you or your agent receive the Equipment. Your responsibilities include safekeeping of the Equipment, and protection against the elements, theft, vandalism or improper use. Your responsibility ends only when the Equipment has been loaded and has left your site with our technician or been otherwise collected or delivered by prior arrangement with us. (iii) You will indemnify us against any and every expense, liability, financial loss, claim or proceedings whatsoever, and in respect of any death or personal injury whatsoever or damage to or loss of property whatsoever (other than the Equipment itself, which is governed by Conditions 16 and 17) arising out of the delivery, use, non-use, repossession, collection or return of the Equipment or any part of it.; (iv) All components are to be returned in the exact dimensions supplied. Only Equipment provided by us and identified by us as such will be accepted at the end of the hire period; (v) You will not permit any third party who is not employed by you directly to make use any of the Equipment (or accessories related thereto) supplied by us during the hire period (this includes but is not limited to other suppliers of laser equipment utilising tray accessories supplied with the Equipment with their own machines).

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11. ENVIRONMENTAL - You are responsible for all environmental consequences and environmental impact caused as a result of your use of the Equipment, however so occurring and including but not being limited to any leaks or emissions stemming from the Equipment. You will keep us indemnified from any claims made against us by third parties relating to environmental contamination or emissions or any other environmental issue caused by the Equipment during your period of hire.

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12. ELECTRICAL EQUIPMENT - Where any part of the Equipment is electrical it should normally be used with plugs and/or sockets as fitted but if temporarily fitted with other suitable plugs or sockets, this must be carried out by a competent person who must also return it to its original condition. It will be your responsibility at all times to arrange a suitable supply of electricity for use with the Equipment. Under no circumstances should electrical Equipment be used without it being correctly earthed unless it is of double insulated specification. You will be responsible for complying with the requirements of the Electricity at Work Regulations 1989 and any relevant subsequent regulations during the period of your responsibility for the Equipment. You should ensure there is a steady and reliable power supply in place at all times during the operation of the Equipment to ensure that any fluctuations do not affect its operation.  

 

13. MAINTENANCE OF EQUIPMENT, BREAKDOWN PROCEDURES AND ACCIDENT REPORTING - You must throughout the period of the Contract take good care of the Equipment and keep yourself acquainted with the state and condition of the Equipment, ensuring that it remains safe, serviceable and clean; order and pay for such consumable items as you shall require to operate and use the Equipment; and under no circumstances must you make or endeavour to make any repairs, alterations or additions to the Equipment or any part thereof nor permit any other person to do so without our prior consent or the consent of our technician if one is present. Any breakdown or any unsatisfactory working of Equipment must be immediately notified to us. You must notify us immediately if the Equipment is involved in any accident resulting in damage to the Equipment, to the patient, or to other property, or injury to any person. No allowance for the hire charges or for the cost of repair will be made by us to you unless they have been specifically authorised in writing by us to carry out the repair. You will be responsible for the expense arising from any breakdown of the Equipment unless it is deemed by us to have been caused by an inherent fault in the Equipment, normal running repairs or fair wear and tear. You shall be responsible for all loss and damage incurred by us including but not limited to that caused by your negligent misdirection or misuse of the Equipment whether by you or your employees or agents. You shall be responsible for all hire fees during such time as the Equipment is idle due to such a breakdown.

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14. LOCATION OF EQUIPMENT - Equipment must not be removed without our authority from any site or service site originally specified by you or from any site we subsequently authorise or from the control of our technician if one is present. 

 

15. LIMITS OF OUR LIABILITY- YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE - (i) We will not be liable for any delays caused by any circumstances beyond our reasonable control included but not limited to any Equipment entering into safe mode while in operation ; (ii) We will not be liable for any indirect consequential or special loss, loss of business, profits, goodwill, Contracts, revenues, medical negligence claims, savings you expected to make, wasted money, wages, fees or expenses, due to late delivery, non-delivery, unsuitability, breakdown or stoppage of the Equipment or any part of it, even if you have advised us of the possibility of such loss or damage;(iii) Nothing in these terms and conditions shall exclude us from liability for death or personal injury caused by our negligence, fraudulent misrepresentation or any other type of liability which cannot be excluded or limited by operation of law;(iv) Our total Liability to you whether in Contract, tort, statutory breach of duty or otherwise, arising under or in connection with the Contract shall not exceed 5 times the amount of the Charges or the sum of £1,000, whichever is the higher, under that Contract. To the extent that any of our Liability to you would be met by our insurance then our Liability shall be extended to the extent that such Liability is met by such insurance;(v) This clause will survive termination or expiry of these terms and conditions.

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16. INSURANCE AND YOUR RESPONSIBILITY FOR LOST, STOLEN OR DAMAGED MEDICAL EQUIPMENT - You will pay to us the replacement cost of any Equipment, which is lost or stolen or damaged beyond economic repair while under your control at your site or at your service site. You are advised to insure the Equipment on this basis. You will hold in trust for us and pay to us on demand all money you receive from an insurance company or from any other source in settlement of any claim relating to the loss, theft or damage of any of the Equipment. You must not compromise any claim without our express consent.

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17. NON-RETURNED, LOST, STOLEN, DAMAGED OR UNCLEAN EQUIPMENT - (i) You have full responsibility for the care, safekeeping and return in good order of the Equipment; (ii) You will pay to us all costs we incur in rectifying any Equipment returned damaged. Additionally, you will pay for our financial loss until such rectification is complete;(iii) Where Equipment is lost or stolen or damaged beyond economic repair, you will pay for all financial loss to us until you have paid to us the replacement cost. This is without prejudice to our other rights.

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18. INFECTIOUS DISEASES, BIOLOGICAL HAZARDS/ AGENTS, HAZARDOUS SUBSTANCES CONTAMINATION AND OUTBREAKS - CLEANING AND NOTIFICATION REQUIREMENTS -Where the Equipment is/ has been in use at a site where infectious diseases, biological hazards/ agents, hazardous substances have been found or are  suspected (or where any individual known to be infected by any infectious disease have worked) You must notify us as soon as reasonably practicable and undertake an extensive and documented cleaning process using appropriate cleaning materials and methods, ensuring that the Equipment is returned to us in a safe, clean and decontaminated condition. Where the Equipment is unable to be cleaned/ decontaminated to an acceptable standard as advised by a regulatory or statutory body, you will be responsible for the full costs of disposal and replacement Equipment. If the cleaning process is not considered adequate or has not been documented, we reserve the right to arrange for specialist cleaning or the replacement of the Equipment, the cost (including disposal) of which will be charged to you. 

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19. SPECIAL PROVISIONS RELATING TO DECONTAMINATION OF EQUIPMENT -  We will on occasion supply or sell Equipment in Sterile packaging. This equipment has been decontaminated or sterilised by the third  party supplier and relevant decontamination certificate will be made available to you. We do not take any responsibility for this equipment being suitably clean or sterile for your operating environments. We take no responsibility for any cross contamination any Equipment we supply may cause. You should ensure that your own internal cleaning, decontamination and sterilisation procedures are followed to ensure that the Equipment meets the necessary standard.  You should satisfy yourself that whatever Equipment, Goods or Services are provided they satisfy specific local and national ‘safe systems of work’ for the prevention and control of infection and at all times the Control of Substances Hazardous to Health (COSHH) Regulations to ensure the health and safety of your employees and others (including visitors, patients and MHS staff).

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20. SPECIAL PROVISIONS RELATING TO REGULATORY COMPLIANCE MHS T&Cs May 2023 V6.1 3  - We will provide general advice on standards and safety arrangements for operation of the Equipment. This advice will not be exhaustive, it will not take into account your own specific requirements or any regional, national or sector specific variations. You should ensure that you review all relevant safety standards and guidance to ensure protection of your  patients, visitors , employees and of any technician who accompanies the Equipment.

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21. SPECIAL PROVISIONS RELATION TO THE PROVISION OF A TECHNICIAN - Any technician who is supplied with the Equipment is not medically qualified or trained and should not be considered as medically qualified or trained. The technician  cannot provide medical advice. It is your responsibility to ensure that any technician is not subject to undue risk of infection and that the technician is not in a position to pass on any infection he or she may be carrying personally while in your operating environment. We take no responsibility for any infection transmitted by any technician supplied by us while on your premises.

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22. SPECIAL PROVISIONS RELATING TO EQUIPMENT RECORD KEEPING -  It is your responsibility to ensure that any medical or data registry relevant to the use of the Equipment is updated after each use of the Equipment and that any technician if one is present is supplied with all information he or she requires to update any Equipment logs.

 

23. ANTI-BRIBERY AND CORPORATE CRIMINAL OFFENCES - We shall comply, and require you to comply, with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption and other criminal offences including but not limited to the Bribery Act 2010. We will not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010. We have and shall maintain in place throughout the term of the Contract our own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010 and will enforce them where appropriate. We will promptly report to you any request or demand for any undue financial or other advantage of any kind received by us in connection with the performance of the Contract; and immediately notify you in writing if a foreign public official becomes our officer or employee or acquires a direct or indirect interest us. We shall ensure that any person associated with us who is supplying Goods and/or Services, in connection with the Contract does so only on the basis of a Contract which imposes on and secures from such person terms equivalent to this section.

 

24.CONFIDENTIALITY, DISCLOSURE AND DEFAMATION - If an incident should occur on your Site or elsewhere in which a piece of our Equipment provided to you is involved this must be reported to us as soon as possible. No announcement relating to our Equipment should be made, nor should any blame be attributed, without our having had the opportunity to investigate said incident. We reserve the right to take appropriate action, including but not limited to the recovery of any financial loss suffered or refusal of future hires and/ or sales, against any party who makes inaccurate statements in any press release, discussion, briefing or industry circular, which falsely attributes blame to the Equipment when other factor(s) were to blame.

 

25. DATA PROTECTION AND DATA PROCESSING - You acknowledge that for the purposes of UK Data Protection Legislation you are the data controller and we are the data processor. You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of this agreement.  We shall, in relation to any Personal Data processed in connection with the performance by us of our obligations under this Contract process that Personal Data only on the written instructions unless we are required by Applicable Laws to otherwise process that Personal Data. You do not consent to us appointing any third party processor of Personal Data under this Contract.

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26. FORCE MAJEURE - Neither party to the Contract shall be under any Liability for any failure to perform any of their respective obligations as a result of Force Majeure, other than your obligation to make any payment hereunder.  Following notification by one party to the other of Force Majeure, the affected party shall be allowed a reasonable extension of time for the performance of its obligations. For the purposes of this Clause, "Force Majeure" means fire, explosion, flood, adverse weather conditions, lightning, act of God, act of terrorism, war, rebellion, riot, sabotage, strike or similar labour dispute, traffic delays or other events or circumstances outside the reasonable control of the affected party.

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27. TERMINATION OF HIRE - We will be entitled at any time to terminate the Contract with immediate effect and to repossess any or all of the Equipment if you commit a material breach of your obligations under this Contract or if any proceedings are commenced in which your solvency is called into question or your financial position deteriorates to such an extent that we feel your capability to fulfil your obligations under the Contract has been placed in jeopardy. Such termination will not affect our right to recover from you any money due to us under this Contract or damages for breach of Contract.

 

28. RIGHTS RESERVED - Any failure by us to enforce any or all of these Conditions shall not amount to, or be interpreted as, a waiver of any of our rights.

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29. SEPARATE TERM VALIDITY AND HEADINGS - If any term in this Contract is held invalid this shall not affect the validity of the remaining terms. The headings in these Conditions are for reference purposes only and shall not affect the interpretation of these Conditions.