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TERMS AND CONDITIONS OF USE – Home Health Clinic Ltd
This website is owned and operated by The Home Health Clinic Ltd, registered number 0583164 whose registered office is 62 Rayners Lane, Harrow, Middx. HA2 0UQ ("HHC"). Your use of this website is subject to the following terms and conditions. If you do not agree to these conditions, you must not use this website.
Definitions
Buyer:
The individual or organisation that purchases or agrees to purchase the Goods and/or Services from the Seller.
Seller:
The Home Health Clinic Ltd [HHC Ltd]
Goods and Services: Any ophthalmic products that the Seller sells, i.e. glasses, contact lenses, magnifying glasses. Services is defined as any consultation provided for by the Seller {to which the Company may be remunerated.}
Contract: The contract between the Seller and the Buyer for the sale and purchase of Goods and/or Services incorporating these Terms and Conditions.
Terms and Conditions: The terms and conditions of sale set out in this agreement and any special terms and conditions agreed in writing by the Seller.
The Company: The Home Health Clinic Ltd [HHC Ltd] situated at:
62 Rayners Lane, Harrow, Middx. HA2 0UQ.
AGREED TERMS
1.1 Conditions, schedule and paragraph headings shall not affect the interpretation of these conditions.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.
1.3 The schedules and background form part of this agreement and shall have effect as if set out in full in the body of these Conditions and any reference to this agreement includes the schedules and background.
1.4 Words in the singular shall include the plural and vice versa.
1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.6 A reference to writing or written includes faxes but not e-mail.
1.7 Where the words include(s), including or in particular are used in these terms and conditions, they are deemed to have the words without limitation following them and where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
1.8 Any obligation in this agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
1.9 References to conditions and schedules are to the conditions and schedules of this agreement.
2. APPLICATION OF CONDITIONS
2.1 These Conditions shall:
(a) apply to and be incorporated into the Contract; and
(b) prevail over any inconsistent terms or conditions contained, or referred to, in the Buyer’s order, confirmation of order, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing.
2.2 The Buyer’s order, or the acceptance of a quotation for Services or Goods by the Seller, constitutes an offer by the Buyer to purchase the Services or Goods specified in it on these Conditions. No offer placed by the Buyer shall be accepted by the Seller other than:
(a) by a written acknowledgement issued and executed by the Seller; or
(b) (if earlier) by the Seller starting to provide the Services,
when a contract for the supply and purchase of those Goods and/or Services on these Conditions will be established. The Buyer's standard terms and conditions (if any) attached to, enclosed with or referred to in any order or other Document shall not govern this Agreement.
2.3 Quotations are given by the Seller on the basis that no agreement shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 30 days from its date, provided that the Seller has not previously withdrawn it.
3. COMMENCEMENT AND DURATION
3.1 The Goods and Services supplied under this agreement shall be provided by the Seller to the Buyer from the date of acceptance by the Seller of the Buyer's offer in accordance with condition 2.2 until the said obligations have not been completed.
4. SUPPLIER'S OBLIGATIONS
4.1 The Seller shall use reasonable endeavours to manage and complete the Services, and to deliver the Goods to the Buyer, in accordance with these terms.
4.2 The Seller shall use reasonable endeavours to meet any performance dates specified, but any such dates shall be estimates only and time shall not be of the essence of this agreement.
5. CUSTOMER'S OBLIGATIONS
5.1 The Buyer shall:
(a) co-operate with the Seller in all matters relating to the Services and supply of Goods
(b) provide, for the Seller, its agents, sub-contractors and employees, in a timely manner and at no charge, data and other facilities as requested by the Seller;
(c) provide, in a timely manner, such material and other information as the Seller may request and ensure that it is accurate in all material respects;
5.2 If the Seller's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Buyer, its agents, sub-contractors or employees, the Seller shall not be liable for any costs, charges or losses sustained or incurred by the Buyer arising directly or indirectly from such prevention or delay.
5.3 The Buyer shall be liable to pay to the Seller, on demand, all reasonable costs, charges or losses sustained or incurred by the Seller (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Buyer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under this agreement, subject to the Seller confirming such costs, charges and losses to the Buyer in writing.
5.4 The Buyer shall not, without the prior written consent of the Seller, at any time from the date of the Contract to the expiry of six months after the completion of the last date of supply of the Goods or Services or termination of this agreement, solicit or entice away from the Seller or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the Seller in the provision of the sale of Goods or Services.
6. CHANGE CONTROL
6.1 If either party requests a change to the scope or execution of the Services, the Seller shall, within a reasonable time, provide a written estimate to the Buyer of:
(a) the likely time required to implement the change;
(b) any variations to the Seller's charges arising from the change; and
(c) any other impact of the change on the terms of this agreement.
6.2 The Seller may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Goods or Services. If the Seller requests a change to the scope of the Goods or Services for any other reason, the Buyer shall not unreasonably withhold or delay consent to it.
6.3 If the Buyer wishes the Seller to proceed with the change, the Seller has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges
6.4 The Seller may charge for its time spent in assessing a request for change from the Buyer on a time and materials basis in accordance with condition 7.
7. CHARGES AND PAYMENT
7.1 Condition 7.2 shall apply if the Seller provides the Goods and/or Services on a time and materials basis.
7.2 Where the Services are provided on a time and materials basis:
(a) the charges payable for the Goods and/or Services shall be calculated in accordance with the Seller's standard daily fee rates, as amended from time to time by the Seller giving not less than three months written notice to the Buyer;
(b) all charges quoted to the Buyer shall be exclusive of VAT which the Seller shall add to its invoices at the appropriate rate;
(c) all invoices rendered by the Seller will be payable within 30 days of the date of the invoice. Failure to do so, the Seller will charge and apply interest on a daily basis at the amount of 8% p.a. until the invoice has been paid in full.
8. CONFIDENTIALITY AND THE SELLER'S PROPERTY
8.1 The Buyer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Buyer by the Seller, its employees, agents or sub-contractors and any other confidential information concerning the Seller's business or its products which the Buyer may obtain. The Buyer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Buyer's obligations to the Seller, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Buyer.
8.2 All materials, equipment and tools, drawings, specifications and data supplied by the Seller to the Buyer (including pre-existing materials and the Seller's equipment) shall, at all times, be and remain as between the Seller and the Buyer the exclusive property of the Seller, but shall be held by the Buyer in safe custody at its own risk and maintained and kept in good condition by the Buyer until returned to the Seller, and shall not be disposed of or used other than in accordance with the Seller's written instructions or authorisation.
8.3 This condition 8 shall survive termination of this agreement, however arising.
9. LIMITATION OF LIABILITY - THE BUYER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CONDITION
9.1 This condition 11 sets out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of this agreement;
(b) any use made by the Buyer of the Goods or Services,
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
9.3 Nothing in these Conditions limits or excludes the liability of the Seller:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by the Buyer as a result of fraud or fraudulent misrepresentation by the Seller; or
(c) for any liability incurred by the Buyer as a result of any breach by the Seller of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.
9.4 Subject to condition 9.2 and condition 9.3:
(a) the Seller shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill and/or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of goods; or
(vi) loss of contract; or
(vii) loss of use; or
(viii) loss of corruption of data or information; or
(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
(b) the Seller's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall be limited to the price paid for the Goods or Services.
10. DATA PROTECTION
The Buyer acknowledges and agrees that details of the Buyer's name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of the Seller in connection with the sale of Goods and/or Services.
11. TERMINATION
11.1 Subject to condition 11.3, this agreement shall terminate automatically on completion of the parties’ obligations.
11.2 Without prejudice to any other rights or remedies which the parties may have, either party may terminate this agreement without liability to the other on giving the other not less than one months written notice or immediately on giving notice to the other if:
(a) the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
(d) a receiver is appointed of any of the other party's assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
(e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
(f) the other party ceases, or threatens to cease, to trade; or
(g) there is a change of control of the other party (as defined in [section 574 of the Capital Allowances Act 2001]); or
(h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
11.3 On termination of this agreement for any reason:
(a) the Buyer shall immediately pay to the Seller all of the Seller's outstanding unpaid invoices and interest and, in respect of Goods and/ or Services supplied but for which no invoice has been submitted, the Seller may submit an invoice, which shall be payable immediately on receipt;
(b) If the agreement is terminated part way through its performance, i.e. the Buyer has made an Order for Goods or Services, then the Buyer will be liable for 50% of the total costs of the Goods or Services the Seller was about to perform;
(c) the Buyer shall, within a reasonable time, return all of the Seller's equipment, pre-existing materials and deliverables. If the Buyer fails to do so, then the Seller may enter the Buyer's premises and take possession of them. Until they have been returned or repossessed, the Buyer shall be solely responsible for their safe keeping; and
(d) the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
12. FORCE MAJEURE
The Seller shall have no liability to the Buyer under this agreement if it is prevented from or delayed in performing its obligations under this agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Seller or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
13. VARIATION
Subject to condition 4 and condition 7, no variation of this agreement or these Conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.
14. WAIVER
16.1 A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
16.2 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
15. SEVERANCE
15.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
15.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
15.3 The parties agree, in the circumstances referred to in condition 15.1 and if condition 15.2 does not apply, to attempt to substitute for any invalid, unenforceable or illegal provision a valid, enforceable and legal provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision. The obligations of the parties under any invalid or unenforceable provision of this agreement shall be suspended while an attempt at such substitution is made.
16. STATUS OF PRE-CONTRACTUAL STATEMENTS
Each of the parties acknowledges and agrees that, in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
17. ASSIGNMENT
17.1 The Buyer shall not, without the prior written consent of the Buyer, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
17.2 The Buyer may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
18. NO PARTNERSHIP OR AGENCY
Nothing in this agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
19. RIGHTS OF THIRD PARTIES
This agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.
20. NOTICES
Notice given under this agreement shall be in writing, sent for the attention of the person, and to the address or fax number, given in this agreement (or such other address, fax number or person as the relevant party may notify to the other party) and shall be delivered personally, sent by fax or sent by pre-paid, first-class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of fax, at the time of transmission, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this condition 22 is not within business hours (meaning 9.30 am to 5.30 pm Monday to Friday on a day that is a business day), at 9.00 am on the first business day following delivery. To prove service, it is sufficient to prove that the notice was transmitted by fax, to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.
21. GOVERNING LAW AND JURISDICTION
21.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
21.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement.
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