TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS (BUSINESSES)
1 About us
1.1 Medusa 19 Limited (company number 12568206) (we and us), is a company registered in England and Wales and our registered office is at 82 King Street, Manchester M2 4WQ, United Kingdom. Our main trading address is 20 Dale Street, Manchester M1 1EZ, United Kingdom. Our VAT number is 367 6055 73. We operate the website www.medusa19.com.
1.2 To contact us email our customer service team at the email address stated on our website at [email protected] using the web chat facility on our website. How to give us formal notice of any matter under the Contract is set out in clause 14.2.
2 Our contract with you
2.1 These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.
2.2 The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 YOUR ATTENTION IS PARTICULARLY DRAWN TO CLAUSE 10.3 AND CLAUSE 11.7.
2.4 These Terms and the Contract are made only in the English language.
3 Placing an order and its acceptance
3.1 Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.
3.2 Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
3.3 After you place an order and we have received your payment, we will confirm our acceptance of your order to you by sending you an email (Order Acknowledgement). The Contract between you and us will only be formed when we send you the Order Acknowledgement.
3.4 If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.
4 Our goods
4.1 The images of the Goods on our website are for illustrative purposes only. The Goods you receive and their packaging may vary from those images. We do not commit to supplying you with Goods from a specific manufacturer or brand owner. Our only commitment is to supply you with a COVID-19 test.
4.2 We may make minor changes to the Goods from time to time to reflect advances in science and/or changes in relevant laws and regulatory requirements. If we have to make any significant changes to the Goods you have ordered, such that the accuracy of the Goods is likely to be lower and/or the way in which the Goods are administered has changed, we will notify you and you may choose to continue with your Contract or to cancel your Contract in respect of the affected Goods (and receive a full refund).
5 Delivery, transfer of risk and title
5.1 Estimated delivery times will be stated at the time of placing your order. Currently there is a very high demand for the Goods so we cannot guarantee that your order will be delivered within the estimated delivery times but we will update you at the time of despatch. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Where we suffer delays in obtaining Goods from the manufacturer, we may deliver your order in instalments.
5.2 Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 13 (Events outside our control) for our responsibilities when this happens.
5.3 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order and the Goods will be at your risk from that time.
5.4 Title to the Goods shall not pass to you until we receive payment in full for the Goods and any other goods that we have supplied to you. Title to the Goods shall pass at the time of payment of all such sums.
5.5 Until title to the Goods has passed to you, you shall:
(a) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(b) keep the Goods in suitable storage conditions;
(c) notify us immediately if you become subject to any of the events listed in clause 12.1(c) clause 12.1(d); and
(d) give us such information relating to the Goods as we may require from time to time.
5.6 You may use the Goods in the ordinary course of your business (but not otherwise) before we receive payment for the Goods.
5.7 If before title to the Goods passes to you, any of the circumstances listed in clause 12.1(b) to clause 12.1(e) applies, then, without limiting any other right or remedy we may have, we may at any time:
(i) require you to deliver up all Goods in your possession; and
(ii) if you fail to do so promptly, take possession of the Goods or any of them (including whilst they are in transit) and remove them, and for this purpose you shall be deemed to have granted us irrevocable authority to enter upon your premises or other premises where such Goods may be.
5.8 If we fail to deliver the Goods, our liability is limited to refunding the price of the undelivered Goods (and any delivery charges). However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
5.9 If you fail to accept delivery of the Goods then, except where such failure or delay is caused by an Event Outside Our Control or our failure to comply with our obligations under the Contact, we may, at our option:
(a) charge you for all costs and expenses related to storage and re-delivery of the Goods; and/or
(b) dispose of part or all of the Goods and charge the Customer for any costs of disposal.
6 International delivery
6.1 We deliver to the United Kingdom and the countries listed on our website at https://medusa19.com/delivery (International Delivery Destinations). We do not deliver to any countries other than the United Kingdom and the International Delivery Locations as the Goods may not satisfy the regulatory approvals for sale of the Goods in such other countries. There may be restrictions on some Goods for certain International Delivery Destinations, so please review the information on our web page carefully before ordering Goods.
6.2 If you order Goods from our website for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which will be estimated and applied within the delivery charges at the point of placing your order.
6.3 Please contact your local customs office for further information before placing your order.
6.4 You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law.
7 Price of goods and delivery charges
7.1 The prices of the Goods will be as quoted on our website at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 7.5 for what happens if we discover an error in the price of Goods you ordered.
7.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
7.3 The price of Goods shall be subject to the addition of VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
7.4 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order. To check relevant delivery charges, please refer to our Delivery Charges page https://medusa19.com/delivery .
7.5 We sell a large number of Goods through our website. It is always possible that, despite our reasonable efforts, some of the Goods on our website may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
(a) where the Goods’ correct price is less than the price stated on our website, we will charge the lower amount when dispatching the Goods to you; and
(b) if the Goods’ correct price is higher than the price stated on our website, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing.
8 How to pay
8.1 You can only pay for Goods using the payment methods listed on the following page of our website: https://medusa19.com/payment-terms. Payments may be subject to maximum limits. Please check our website for details.
8.2 Payment for the Goods and all applicable delivery charges is in advance unless credit terms have been expressly agreed in writing by us. Where credit terms apply, payment will be required strictly in accordance with those credit terms.
8.3 If you fail to make a payment by the due date, then without limiting our other remedies, you shall pay interest on the overdue sum, to accrue each day, at a rate of 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.4 If a payment is not received by the due date, this may result in a delay in delivery or your order not being despatched. We may cancel the Contract by giving you notice in wiring in accordance with clause 14.
9 Manufacturer’s guarantee
Some of the Goods we sell to you may come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Goods.
10 Our warranty for the goods
10.1 The Goods are intended for use only in the UK and the International Delivery Destinations. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK and International Delivery Destinations.
10.2 We provide a warranty that on delivery, the Goods shall comply in all material respects with the relevant and applicable manufacturer’s or brand owner’s specification and that such specification shall at all times comply with all Regulatory Approvals (as defined below) and laws and regulations relating to the Goods in the UK and each International Delivery Destination, where:
Regulatory Approval means CE marking or CLIA Waiver or 510k FDA marking or FDA EUA or such equivalent or other regulatory approval required for the Goods from the relevant and applicable Regulatory Authority on a country-by-country basis; and
Regulatory Authority means as applicable, the Medicines and Healthcare products Regulatory Authority (MHRA); or such other UK or EEA competent authority; Food and Drug Administration (FDA) or such equivalent regulatory body on a country-by-country basis.
10.3 THERE MAY BE INSTANCES WHERE THE GOODS HAVE GAINED OR PASSED ALL REGULATORY APPROVALS BASED ON THE TEST BEING PERFORMED IN THE PRESENCE OF A HEALTHCARE PROFESSIONAL. IF WE SELL SUCH GOODS IT IS YOUR RESPONSIBILITY TO ENSURE THAT THIS REQUIREMENT IS OBSERVED AND A HEALTHCARE PROFESSIONAL IS PRESENT AT THE TIME THE TEST IS ADMINISTERED. WE ACCEPT NO RESPONSIBILITY FOR ANY CONSEQUENCES OF ANY FAILURE BY YOU TO COMPLY WITH THIS REQUIREMENT.
10.4 Subject to clause 10.6, if:
(a) you give us notice in writing, within 7 days of delivery that some or all of the Goods do not comply with the warranty set out in clause 10.2;
(b) you comply with our reasonable requirements in support of your claim; and
(c) we determine that the Goods supplied were not in compliance with the warranty at clause 10.2,
we shall, at our option, refund or credit the price of the defective Goods.
10.5 The Goods you receive will be sealed for health protection and hygiene reasons. If the seal has been broken you must not return the unsealed Goods to us unless we expressly request you to do so.
10.6 We will not be liable for breach of the warranty set out in clause 10.2 if:
(a) you make any further use of any of the Goods after giving notice to us under clause 10.4;
(b) the defect arises because you failed to follow any the manufacturer’s and/or brand owner’s instructions as to the storage and/or use of the Goods;
(c) the defect arises as a result of wilful damage, negligence or abnormal storage; or
(d) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
10.7 We will only be liable to you for the Goods’ failure to comply with the warranty set out in clause 10.2 to the extent set out in this clause 10.
10.8 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
10.9 These Terms also apply to any replacement Goods supplied by us to you.
11 Our liability: your attention is particularly drawn to this clause
11.1 References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.2 We only supply the Goods for internal use by your business, and you agree not to use the Goods for any resale purposes.
11.3 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
(d) defective products under the Consumer Protection Act 1987; or
(e) any other liability that cannot be limited or excluded by law.
11.4 Subject to clause 11.3, we will under no circumstances be liable to you for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
11.5 Subject to clause 11.3, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed 150% of the price of the Goods.
11.6 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law.
11.7 WE CANNOT GUARANTEE THAT THE TEST RESULTS OBTAINED FROM USING THE GOODS ARE 100% ACCURATE AND WE DO NOT ACCEPT ANY LIABILITY FOR AN INCORRECT TEST RESULT. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY ACTIONS THAT YOU TAKE OR RELIANCE THAT YOU PLACE UPON THE OUTCOME OF ANY RESULTS OBTAINED FROM USE OF THE GOODS.
ANYONE WHO BELIEVES THEY ARE SUFFERING FROM COVID-19 SHOULD CONSULT A DOCTOR OR OTHER MEDICAL PROFESSIONAL IN ACCORDANCE WITH NHS GUIDANCE OR EQUIVALENT GUIDANCE IN THE RELEVANT DELIVERY DESTINATION. MEDUSA AND ITS AFFILIATES AND LICENSORS DO NOT PRACTISE MEDICINE OR PROVIDE MEDICAL SERVICES OR ADVICE. NO INFORMATION CONTAINED ON OUR WEBSITE OR IN OUR PACKAGING MATERIALS IS INTENDED TO BE A SUBSTITUTE FOR MEDICAL ADVICE. IF ANY PERSON RECEIVES A NEGATIVE RESULT FROM A TEST, THIS DOES NOT EXEMPT THEM FROM ADHERING TO SOCIAL DISTANCING GUIDELINES AND OTHER PUBLIC HEALTH MEASURES IMPOSED OR ADVISED BY THE UK OR OTHER RELEVANT GOVERNMENT FROM TIME TO TIME.
12.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
12.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
13 Events outside our control
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control, including without limitation riot, war, fire, act of God, flood or earthquake, interruption or disruption to the supply of component products, acts of terrorism, insurrection, epidemic, pandemic or acts of government (Event Outside Our Control).
13.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
13.3 You may cancel any part of the Contract affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact us. If you opt to cancel, we will refund the price you have paid, including any delivery charges, for any undelivered Goods. You will not have the right to cancel the Contract to the extent that it relates to Goods that have already been despatched.
14 Communications between us
14.1 When we refer to “in writing” in these Terms, this includes email.
14.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally or sent by registered post or email.
14.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt;
(b) if sent by registered post two Working Days after dispatch or if sent by registered airmail post, seven Business Days following the date of dispatch; or
(c) if sent by email, at 9.00 am (UK local time) the next Working Day after transmission.
Working Day: means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
14.4 In proving the service of any notice by email, it will be sufficient to prove that such email was sent to the specified email address of the addressee.
14.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15.1 Assignment and transfer
(a) We may assign or transfer our rights and obligations under the Contract to another entity.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
15.5 Third party rights
The Contract is between you and us. No other person has any rights to enforce any of its terms.
15.6 Governing law and jurisdiction
This Contract is governed by English law. Each party irrevocably agrees, for our sole benefit that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation. Nothing in this clause shall limit our right to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.