Customer Services

Bespoke Specification: has the meaning given to it in clause 3.1;

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 2.7;

Contract:b> any and each contract between Orthomed and the Customer for the sale and purchase of Goods in accordance with these Conditions;

Customer:b> the individual, customer or firm who purchases the Goods from Orthomed;

Delivery: has the meaning given to it in clause 4.5;

Delivery Location: has the meaning given to it in clause 4.3;

Force Majeure Event:b> an event beyond the reasonable control of a party, including, without limitation, an act of God, fire, flood, earthquake, windstorm or other natural disaster; destruction or damage to property by or under the order of any government or public or local authority or imposition of government sanction embargo or similar action; law, judgment, order, decree, embargo, blockade, labour dispute including but not limited to strike, lockout or boycott; interruption or failure of utility service including but not limited to electric power, gas, water or telephone service or default of suppliers or subcontractors;

Goods: Orthomed Goods and Third Party Goods;

Orthomed Goods: goods which are manufactured by Orthomed;

Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form, the Customer’s written acceptance of Orthomed’s quotation, the Customer’s order received by phone, fax and/or email, or overleaf, as the case may be;

Orthomed: Orthomed (UK) Limited, a company registered in England and Wales (company number 04303031) whose registered address is at West House, King Cross Road, Halifax, West Yorkshire HX1 1EB;

Specification: any specification for the Goods specified by Orthomed from time to time;

Third Party Goods: goods which are manufactured by a third party and not Orthomed;

Warranty Period: has the meaning given to it in clause 5.1; and

Website: Orthomed’s website at www.orthomed.co.uk as updated from time to time.

1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Orthomed notified the Customer that the Goods were ready; and
2. Orthomed shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).

1. conform in all material respects with their description and any Specification or Bespoke Specification;
2. be free from material defects in design, material and workmanship; and
3. be of satisfactory quality.

1. the Customer gives notice in writing to Orthomed during the Warranty Period within a reasonable time of discovery of the fault;
2. Orthomed is given a reasonable opportunity to examine such Orthomed Goods; and
3. the Customer (if asked to do so by Orthomed) returns such Orthomed Goods to Orthomed at Orthomed’s expense.

1. the Customer makes any further use of such Orthomed Goods after giving notice in accordance with clause 5.2;
2. the defect arises because the Customer failed to follow Orthomed’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Orthomed Goods or (if there are none) good trade practice regarding the same;
3. the defect arises as a result of Orthomed following any drawing, design or specification supplied by the Customer including any Bespoke Specification;
4. the Customer alters or repairs such Orthomed Goods without the written consent of Orthomed;
5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
6. the Orthomed Goods differ from the Specification or Bespoke Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

1. the Customer must promptly notify Orthomed and if requested, return the defective Third Party to Orthomed (at the Customer’s cost); and
2. Orthomed shall use all reasonable endeavours to exercise its contractual rights and remedies against the relevant manufacturer and shall pass on to the Customer any remedies received from the manufacturer in the form of either a refund or replacement Third Party Goods.

1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Orthomed property;
2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
4. notify Orthomed immediately if it becomes subject to any of the events listed in clauses 9.1.2 to 9.1.9 inclusive; and
5. give Orthomed such information relating to the Goods as Orthomed may require from time to time.

1. the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
2. Orthomed may at any time:
   1. require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
   2. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

1. any factor beyond Orthomed's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered or Bespoke Specification; or
3. any delay caused by any instructions of the Customer or failure of the Customer to give Orthomed adequate or accurate information or instructions.

1. in response to a recall instigated by a manufacturer;
2. where the Goods have been offered on a pre-arranged sale or return basis; or
3. where Orthomed agrees, in advance of their return, to accept Goods not covered by clauses 8.1.1 and 8.1.2 above.

1. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;
2. the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
3. the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
4. (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
5. (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
6. (being a company) the holder of a qualifying floating charge over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;
7. a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
8. (being an individual) the Customer is the subject of a bankruptcy petition or order;
9. a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
10. any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.1.2 to clause 9.1.9 (inclusive);
11. (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
12. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
13. the Customer enters into a financial position which deteriorates to such an extent that in Orthomed’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
14. the Customer fails to pay any amount due under this Contract on the due date for payment.

1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
2. fraud or fraudulent misrepresentation; or
3. any matter in respect of which it would be unlawful for Orthomed to exclude or restrict liability.

1. if delivered personally, when left at the address referred to in clause 11.5;
2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
3. if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or
4. or, if sent by fax or email, one Business Day after transmission.