Terms and Conditions of Sale

In all contracts of sale made by Corin Limited, the conditions of sale listed below will apply unless otherwise specifically agreed in writing.  Any terms and conditions of the prospective buyer (the Buyer) in its order for goods or products shall have no effect, unless otherwise specifically agreed in writing by the Company. In the event of any conflict between the Company's terms and conditions and the Buyer's terms and conditions, the former shall prevail.

1. CONTRACTS: No contract shall come into effect until the purchase order has been accepted in writing by the Company. All contracts shall be subject to the laws of England. Purchase orders should be made out to Corin Limited. The purchase orders must state the name and address of the Buyer with whom the Contract is made.
2. PRICE VARIATIONS: The Company reserves the right to vary prices from time to time without notice, as considered necessary. Prices are subject to relevant taxes and do not include distribution charges, which are added to invoices at cost. Prices for export sales are ex works.
3. PAYMENT: Payment is due on, or before, 30 days after the date of the invoice. If the Buyer should fail to make payment in full by the due date, the Company is free to charge interest on the outstanding debt at 3% above Barclays Bank Base Rate on a daily basis and to suspend or cancel all other deliveries and to claim damages for breach. There is a minimum order value of £100, below which the Company reserves the right to levy a £20 order charge.
4. RETENTION OF TITLE

   4.1. The Products and any other goods delivered by the Company to the Buyer shall remain the sole and absolute property of the Company as legal and equitable owner, until such time as all money due to the Company has been paid by the Buyer, but the risk shall pass on the terms mentioned below.

    4.2. The Buyer acknowledges that it is in possession of all such goods as Bailee tor the Company until the Buyer shall have paid the Company the agreed price, together with the full price of any other goods supplied by the Company to the Buyer pursuant to any other contract.

   4.3  Until such time as, in accordance with the above provisions, the Buyer becomes the owner of the goods, it will store them on its premises separately from its own goods or those of any other person and in a manner which makes them readily identifiable as the goods of the Company.

   4.4 The Buyer's right to possession of such goods shall cease if it does anything, or fails to do anything, which would entitle a receiver to take possession of any assets or which would entitle any person to present a petition for the winding up of the Buyer.

   4.5  The Company may, for the purpose of examination or recovery of its goods, enter upon any premises where they are stored or where they are reasonably thought to be stored

5. DELIVERY: Delivery costs are for the Buyer's account. The Company will make every reasonable endeavour to meet stated delivery targets but does not accept any liability whatsoever for any loss or damage resulting from any delay. In the United Kingdom, risk in the goods sold shall pass to the Buyer upon delivery. Outside the United Kingdom, risk in the goods shall pass to the Buyer on collection from the Company's business premises.  Claims for non-delivery or shortage must be made in writing within 15 days of despatch. Insurance cover during transit from the Company's premises will not be arranged except at the specific request and at the expense of the Buyer. Insurance premiums incurred by the Company on behalf of the Buyer will be charged at cost.
6. CANCELLATION: The Company reserves the right to make such charge as it considers reasonable in respect to the cancellation of the whole, or part, of any order by the Buyer.
7. RETURNED GOODS POLICY: Goods returned to the Company without prior authorisation will not be accepted for  credit.  The Buyer must contact the Company to request a returned goods authorisation number, which must accompany any authorised return. Goods will only be accepted for credit within 180 days of date of original invoice. Obsolete, damaged or special products are not returnable for credit. Returned Goods are subject to 10% handling charge.
8. REPRESENTATION: The Buyer shall not rely upon any representation concerning goods supplied by the Company, unless same shall have been made by the Company in writing.
9. FORCE MAJEURE: The Company shall be entitled to cancel or rescind any contract without any liability for loss or damage resulting therefrom, if the performance of its obligations under the contract is in any way adversely affected by any war, strike, lock-out, trade dispute, flood, accident to plant or machinery, governmental control, shortage of any material or labour or failure of any sub-contractor or any other cause whatsoever beyond the Company's control.
10. DEFAULT: The Company shall have the right, without prejudice, to terminate any contract if either:

    10.1 the Buyer shall commit any breach of the above terms or the Buyer compounds with or negotiates for any composition with its creditors generally or permits any judgment against it to remain unsatisfied for 7 days; or

    10.2 the Buyer is rendered bankrupt, insolvent, in breach of law or acquired by any other party.

11. GOODS ON CONSIGNMENT: Without prejudice to any specific agreement with the Buyer, where goods are consigned to the Buyer by the Company the following terms shall apply and will be deemed as accepted by the Buyer on receipt of the consigned goods:-

11.1  The Buyer agrees to accept delivery on consignment of the goods by signing the schedule/order acknowledgement and Long Term Consignment Agreement. (Copy available in advance upon request). Additions or subtractions to the Long Term Consignment should be agreed in writing by the Company and the Buyer.

11.2  Risk in the consigned goods shall pass to the Buyer on delivery but property in the goods shall remain with the Company until payment for the goods has been made in full at the stated price.

11.3  The Buyer agrees to make payment in full for any goods lost or damaged or not returned to the Company within the consignment period, which shall not exceed ten days, unless otherwise agreed.

11.4  The Buyer agrees to report to the Company or its representatives full details of goods held on consignment as may be reasonably required by the Company from time to time.

11.5  The price of any goods sold from consignment stock will be subject to a 10% surcharge.

11.6  The Company reserves the right to levy a charge on the use of surgical instruments issued on consignment.

Corin Ltd.

(Registered No. 1910453)

Issued 01 2005