Terms and Conditions of Purchase

CAREMED ALRICK HEALTHCARE AND GROUP COMPANIES TERMS AND CONDITIONS OF PURCHASE

1. GENERAL

1.1 Except where condition 9 applies, these terms and conditions apply to every order placed by Caremed Alrick Healthcare and Group Companies with any individual, firm or company (the “Supplier”). No terms and Conditions in or attached to any catalogue, email, website invoice or other sales literature or document or tender or dispatch/delivery note which are inconsistent with these terms and conditions or which purport to add to or vary them in any way shall have any effect unless expressly accepted by Caremed Alrick Healthcare and Group Companies in writing. In the absence of such written acceptance, the Supplier shall be deemed to have withdrawn or waived its terms and conditions and to contract solely on the basis of these terms and conditions and acceptance of goods and/or services shall not constitute or be deemed to constitute acceptance by Caremed Alrick Healthcare and Group Companies of the Supplier’s terms and conditions. The contract shall commence and the Supplier will be contractually bound upon the despatch of a purchase order by Caremed Alrick Healthcare and Group Companies (“Purchase Order”).

2. PURCHASE ORDER

2.1 The Supplier shall ensure that the goods and/or services shall:

(a) correspond with the quantity, type, sort, quality and description set out in the Purchase Order;

(b) meet the performance standards and dates specified on the Purchase Order or notified to the Supplier by Caremed Alrick Healthcare and Group Companies;

(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979 or any other relevant legislation as enacted or amended from time to time) and be fit for any purpose held out by the Supplier or made known to the Supplier by Caremed Alrick Healthcare and Group Companies or as could reasonably be inferred

(d) where applicable, be free from defects in design, materials and workmanship and remain so for 12 months after delivery, or for the duration of the Manufacturer’s or Supplier’s warranty – whichever is the longer;

(e) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

2.2 If the goods and/or services do not comply with the Caremed Alrick Healthcare and Group Companies Purchase Order and/or instructions, Caremed Alrick Healthcare and Group Companies is entitled at its option to either

2.2.1 return the goods at the risk and expense of the Supplier; or

2.2.2 reject the goods and/or services; or

2.2.3require the Supplier to re-perform the services or

2.2.4 accept the whole or part of the goods and/or services supplied by the Supplier but without prejudice to any rights of Caremed Alrick Healthcare and Group Companies to claim compensation or damages for loss or damage suffered as a result of failure to comply.

2.3 If the Supplier fails to deliver the Goods and/or perform the Services in full by the date specified in the Purchase Order Caremed Alrick Healthcare and Group Companies shall be entitled to terminate the contract without notice to the Supplier and shall be entitled to a full refund from the Supplier of any deposit paid to it by Caremed Alrick Healthcare and Group Companies

3. PRICE, PAYMENT AND SET OFF

3.1 The price for the goods and/or services shall be the price set out in the Purchase Order and shall be inclusive but not limited to the costs of packaging, insurance and carriage of the goods and/or provision of the services. No extra charges shall be effective unless agreed in writing by Caremed Alrick Healthcare and Group Companies.

3.2 In respect of goods, the Supplier shall invoice Caremed Alrick Healthcare and Group Companies on or at any time after completion of delivery. In respect of services, the Supplier shall invoice Caremed Alrick Healthcare and Group Companies in full, monthly, or quarterly as agreed in writing. The valid VAT invoice must contain the Purchase Order number and shall include such supporting information required by Caremed Alrick Healthcare and Group Companies to verify the accuracy of the invoice.

3.3 Caremed Alrick Healthcare and Group Companies may, without limiting its other rights or remedies, set off any amount owing to it by the Supplier against any amount payable by Caremed Alrick Healthcare and Group Companies to the Supplier.

4. INDEMNITY AND INSURANCE

The Supplier shall hold and keep Caremed Alrick Healthcare and Group Companies indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by Caremed Alrick Healthcare and Group Companies due to or arising out of the performance of the contract or any breach by the Supplier of these terms and conditions or any term or obligation implied by law or any statutory provision that may be in force from time to time. The Supplier shall at all times have sufficient insurances in place and provide written evidence to Caremed Alrick Healthcare and Group Companies upon request.

5. CONFIDENTIALITY

The Supplier shall treat all confidential information belonging to Caremed Alrick Healthcare and Group Companies as confidential and safeguard it accordingly, and shall not disclose any confidential information without the prior written consent of Caremed Alrick Healthcare and Group Companies.

6. TERMINATION

In addition to clause 2.3 and 7.1, if at any time after the commencement of the contract the Supplier commits either

6.1 a material or persistent breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days after receiving notice of the breach; or

6.2 commits a material breach which cannot be rectified, or

6.3 goes into liquidation or becomes bankrupt, becomes or is about to become unable to pay its debts or enters into any voluntary insolvency arrangement; or

6.4 has an administrator or manager appointed over any of its undertakings or assets

then Caremed Alrick Healthcare and Group Companies may terminate the contract with immediate effect.

7. GENERAL

7.1 Force majeure: Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under the Contract if and to the extent such delay or failure is caused by an event or circumstance which is beyond the reasonable control of that party which by its nature could not have been foreseen by such a party or if it could have been foreseen was unavoidable. If such event or circumstances prevent the Supplier from supplying the Goods and/or Services for more than 14 days, Caremed Alrick Healthcare and Group Companies shall have the right, without limiting its other rights or remedies, to terminate this Contract with immediate effect by giving written notice to the Supplier.

7.2 Assignment and subcontracting: The Supplier shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of Caremed Alrick Healthcare and Group Companies.

7.3 Notices: Any notice or other communication required to be given under or in connection with this Contract shall be in writing and shall be delivered to the other party by email to the Supplier at such email address as is notified to Caremed Alrick Healthcare and Group Companies and to Caremed Alrick at info@care-med.co.uk

7.4 Waiver No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of the contract shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this contract.

7.5 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership of any kind between any of the parties.

7.6 Contracts (Rights of Third Parties) Act 1999: A person who is not a party to the Contract shall not have any rights under or in connection with it.

7.7 Variation: Any variation, including any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by Caremed Alrick Healthcare and Group Companies.

7.8 Severance: of any provision in this contract shall in whole or in part be held to any extent to be unlawful or unenforceable under any enactment or rule of law, the remainder of the provisions shall stand in full force and effect.

7.9 Statutory Requirements: the Supplier shall comply with all statutes, orders, regulations or by-laws applicable to the performance of this contract and shall indemnify Caremed Alrick Healthcare and Group Companies against all losses, claims or liabilities, expenses, proceedings or otherwise as a result of the Suppliers noncompliance with the same.

7.10 Governing law and jurisdiction: The Contract shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

8. DATA PROTECTION

8.1 In this clause 8 the terms “Controller”, “Data Subject”, “Personal Data", ”Processing” and “Processor” shall have the meanings given to them in UK Data Protection Laws and “Process” and “Processed” shall be construed accordingly. Caremed Alrick Healthcare and Group Companies and the Supplier shall each process personal data in order to perform their respective obligations under this Contract (“the common data”). The parties acknowledge that the factual arrangement between them dictates the role of each party in respect of data protection laws but, in most instances, Caremed Alrick Healthcare and Group Companies and the Supplier shall each be a Controller of the Common Data in common with the other.

8.2 In respect of the Common Data, Caremed Alrick Healthcare and Group Companies and the Supplier shall each comply with their respective obligations under all relevant data protection laws, use all reasonable efforts to assist the other to comply with such obligations as are respectively imposed on them by the data protection laws and ensure that all fair processing notices (where applicable) have been given and/or applicable consents obtained and are sufficient in scope to enable the other party to Process the Common Data as required in order to obtain the benefit of its rights and to fulfil its obligations under the Contract in accordance with data protection laws.

9. TERMS AND CONDITIONS

These terms and conditions will apply unless Caremed Alrick Healthcare and Group Companies specifies different terms and conditions in its tender or quotation documentation or some other contract entered into by the parties. If different terms and conditions are specified by Caremed Alrick Healthcare and Group Companies those terms and conditions will override the purchase order terms and conditions and will apply instead of these.

10. CHANGES TO THESE TERMS AND CONDITIONS

Caremed Alrick Healthcare and Group Companies reserves the right from time to time to change or amend these terms and conditions of purchase. Suppliers are invited to ask for details of any current changes when receiving any order.

11 LIABILITY

11.1 Except in respect or death or personal injury caused by Caremed Alrick Healthcare and Group Companies’ negligence, Caremed Alrick Healthcare and Group Companies shall not be liable to the Supplier, for any consequential or indirect loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of Caremed Alrick Healthcare and Group Companies, its employees or agents or otherwise) which arise out of or in connection with the Contract.

11.2 To the extent permitted in law, Caremed Alrick Healthcare and Group Companies’ liability shall not exceed £20,000 or the contract price (whichever is lower) in the aggregate in respect of any and all liability under this contract

12. JURISDICTION

This Contract shall be governed by the laws of England and Wales and both parties agree to submit to the exclusive jurisdiction of the English Courts.