1.1. Business Day – A Day other than a Saturday, Sunday, or a public holiday, when banks in London are open for business.
1.2. Buyer – The person or entity purchasing the Goods from the Seller.
1.3. Contract – The agreement between the Buyer and the Seller consisting of these Terms and Conditions, along with any relevant Order Form or Delivery Note.
1.4. Delivery Note – A note detailing the Goods delivered by the Seller to the Buyer, in the Seller’s accepted form, which may be amended from time to time.
1.5. Force Majeure – Events beyond the Parties' reasonable control, including but not limited to severe weather, acts of God, strikes, riots, accidents, war, fire, machinery breakdown, material shortages, floods, terrorist attacks, failure of suppliers, transport network failures, industrial disputes, malicious damage, or utility service failures, including telecommunications.
1.6. Goods – The goods, products, or materials, including any training, supplied by the Seller to the Buyer under the Contract.
1.7. Intellectual Property Rights – Any information designated as confidential by either Party, or that which ought to reasonably be considered confidential, including trade secrets, know-how, supplier details, designs, specifications, models, and any proprietary materials of the disclosing Party.
1.8. Loan Machine – A product or material of similar description to a Good that has been reported as faulty.
1.9. Order Form – A form detailing the Buyer’s order of the Goods, which may be amended by the Seller, as accepted from time to time.
1.10. Parties – Refers to the Buyer and the Seller.
1.11. Price – The monetary amount invoiced by the Seller for the Goods, payable by the Buyer.
1.12. Seller – Imedpen, a brand owned and managed by Ivanmed Ltd, registered at First Floor, 1 Johns Place, Edinburgh, EH6 7EL.
1.13. Technical Report Form – A form used by the Seller to gather information from the Buyer regarding a Good that is reported as faulty.
2.1. Any phrase introduced by terms such as "including," "in particular," or similar expressions shall be illustrative and not limit the preceding terms.
2.2. A reference to writing includes email communications.
3.1. The Contract is concluded when:
a) The Seller issues an order confirmation.
b) The Seller begins fulfilling its obligations, including delivery.
c) The Seller accepts payment for the Goods.
Whichever occurs first, these Terms and Conditions will then be applicable.
3.2. These Terms and Conditions apply exclusively, overriding any other terms the Buyer may wish to impose or incorporate.
3.3. Each Party acts independently, and nothing in these Terms and Conditions shall create or imply any relationship beyond the terms of this Contract.
3.4. Any samples, drawings, or advertising used by the Seller are for illustrative purposes only and shall not form part of the Contract.
4.1. Goods are subject to availability, and the Seller shall not be liable if Goods become unavailable.
4.2. Goods shall be identified in an Order Form or Delivery Note unless agreed otherwise in writing by the Parties.
5.1. The Seller will use reasonable efforts to ensure the Goods are of satisfactory quality and free from defects.
5.2. The Buyer must notify the Seller in writing of any special purpose for which the Goods are required, outside normal industry use.
5.3. The Seller is not liable if the Goods are unsuitable for a specific purpose that was not communicated.
5.4. The Buyer must maintain the Goods in good repair, in compliance with health and safety regulations.
5.5. The Seller may terminate the Contract if the Buyer fails to comply with clause 5.4.
6.1. The Seller will use reasonable efforts to deliver the Goods within a reasonable timeframe.
6.2. Delivery shall be deemed complete when the Goods are tendered to a carrier.
6.3. The Seller is not liable for any losses due to delivery delays, unless otherwise agreed.
6.4. In the event of non-delivery, the Seller’s liability shall be limited to the cost of replacement goods.
7.1. The Buyer must notify the Seller promptly if any Goods are defective or unfit for purpose.
7.2. The Buyer must comply with the Seller’s requests for information related to the defect.
7.3. No liability shall attach to the Seller if the Buyer continues to use defective Goods after notification.
8.1. Payment is due in full either before or upon delivery, unless otherwise agreed in writing.
8.2. Prices are fixed for 30 days from the conclusion of the Contract.
8.3. Late payments may result in suspended delivery and accrue interest at 3% above the London Inter Bank Offer Rate (LIBOR).
8.4. Deposits are non-refundable.
9.1. All purchases are non-refundable once payment has been processed successfully.
9.2. Deposits are refundable only up to the point the Terms and Conditions checkbox is ticked.
9.3. Exceptional circumstances may warrant refunds, which will be considered on a case-by-case basis.
9.4. Refund requests must be made within 6 months in exceptional circumstances.
9.5. The refund policy is in accordance with consumer protection laws.
10.1. Title in the Goods passes to the Buyer only upon full payment.
10.2. Risk in the Goods passes upon delivery.
11.1. Imedpen (the "Seller") provides a full warranty for a period of 12 months, unless specified otherwise in writing, starting from the conclusion of the Contract. This warranty covers defects arising due to faulty design, workmanship, materials, or performance.
11.2. Any defective parts or Goods will be replaced, with the warranty extending to the replacement parts or Goods.
11.3. The Seller will, at its discretion, repair or replace the Goods. This repair or replacement represents the sole obligation and remedy for both Parties.
11.4. The Seller will use reasonable efforts to repair or replace the Goods or parts thereof within 7-14 Business Days.
11.5. The Buyer agrees to notify the Seller of any defects within 14 days of discovering them. This notification is a precondition for any repair or replacement by the Seller.
11.6. This warranty will be void if:
a) Modifications, repairs, or unauthorized work are carried out by anyone other than the Seller or its authorized agents.
b) The Goods are not maintained or operated in accordance with the Seller’s instructions or training.
c) The Goods are misused, including but not limited to use in abnormal conditions, negligent handling, or improper operation.
d) The defect is due to normal wear and tear, wilful damage, or negligence.
e) The Goods have been resold by the Buyer.
11.7. The Seller retains sole discretion to determine what constitutes unauthorized work, modification, repair, abnormal conditions, negligent handling, or operation.
11.8. The Buyer acknowledges that representations not explicitly made by the Seller or its authorized agents, including those on the Seller’s website or promotional material, are illustrative and not contractual. Such representations will not constitute grounds for any remedy.
12.1. At the Seller's discretion, a Loan Machine may be provided for the duration of the repair of faulty Goods, unless agreed otherwise in writing.
12.2. Ownership of the Loan Machine shall remain with the Seller at all times.
12.3. Risk for the Loan Machine passes to the Buyer upon Delivery.
12.4. The Buyer must return the Loan Machine upon the return of the original Goods.
12.5. If the Buyer refuses to return the Loan Machine within 14 days of receiving written notice, they will be liable for the full market price of the Loan Machine, payable immediately.
13.1. No representation or warranty is implied from any description or claims regarding the Goods, whether oral or written, including claims regarding their effectiveness or clinical results.
13.2. The Parties acknowledge that the use of the Goods requires sound medical judgment and skill. Clinical results may vary based on factors such as operator skill, patient suitability, and patient response to treatment, which are beyond the control of both Parties.
13.3. The Seller makes no representation or warranty regarding the revenue or profits from the use of the Goods. The Buyer acknowledges that revenue and profits depend on factors beyond the Seller’s control, such as the Buyer’s marketing and operating costs. No representation or warranty should be implied from any projections, studies, or promotional materials provided to the Buyer.
13.4. The Seller disclaims any warranties, express or implied, to the fullest extent permitted by law.
14.1. The Contract price for the goods does not include the cost of training, unless specified otherwise on the Order Form, or the Delivery Note, or in writing, as appropriate. The Buyer will be charged for training as appropriate, according to the agreement between the Parties.
14.2. The Seller will provide the Buyer, at its own discretion, relevant training.
14.3. The Buyer shall operate in conformity with the training received, and any operating manuals, or instructions received from the Seller.
14.4. The Parties agree that no liability shall attach to the Seller where the Buyer operates in contravention of the training, or instructions received.
14.5. Liability stemming from or in connection with the use of the Goods lies only with the Buyer.
14.6. The Seller recommends that the Buyer allows appropriate adjustment time for the staff to operate or use the Goods appropriately accordingly with any training or instructions received.
14.7. The Seller will issue a training certificate to the Buyer within 14 days after receiving a completed training questionnaire
15.1. The Buyer agrees that it shall have the sole obligation to ensure that it, its staff or any of its authorised agents are trained and qualified to use the Goods.
15.2. The Buyer agrees that it shall have the sole obligation to ensure that it, its practices, its staff or any of its agents comply with all the relevant regulations and legislation.
15.3. No liability shall attach to the Seller arising out of the Buyer’s breach of this clause, including but not limited to the lack of compliance with relevant regulations and legislation, not ensuring its staff or any of its agents are trained and qualified as appropriate.
16.1. The Seller will use reasonable endeavours to maintain its promotional material, including its website, current and accurate to the best of its knowledge, including but not limited to the correcting of any textual, graphical or factual errors.
16.2. The Seller makes no representation as to the accuracy, reliability, completeness and currentness of its promotional material, including its website.
16.3. The Parties agree that no warranty or material representation may arise out of, or in connection with, the content of the Seller’s promotional material, including its website.
17.1. In no event shall the Seller be liable to the Buyer for any loss of business, loss of opportunity, loss of profits, or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable, or the Seller had been made aware of the possibility of the Buyer incurring such a loss.
17.2. Nothing in this Contract shall limit the liability for:
a) death or personal injury due to Seller’s negligence
b) fraud or fraudulent misrepresentation
c) any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
17.3. In any other event, the Seller’s total liability to the Buyer in respect of all losses arising under, or in connection with, this Contract, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Price of the Goods.
18.1. The Parties shall not reproduce, copy, or disseminate any proprietary information belonging to the other Party, without written consent of that Party.
18.2. The Buyer shall provide the end users with information in accordance with the information received from the Seller. In addition, the Buyer shall not misrepresent the attributes, or characteristics of the Goods and shall caution end users that without proper application and use, the integrity of the products may be compromised.
18.3. The Buyer shall not conduct, or carry on, any advertising which is materially different from the information supplied by the Seller.
18.4. The Parties agree to exchange information which may assist either Party in effectuating sales, or other business dealings.
18.5. The Buyer shall inform the Seller of any unresolved customer, or controlling authority complaint, or any adverse publicity.
18.6. The Parties shall not disclose Intellectual Property Rights, or any other confidential information to any other person or entity within the industry, for a period of 5 years from the conclusion of the
Contract, unless:
a) Such information becomes part of the public domain other than by a breach.
b) Such information is independently developed [and made public] by another person or entity.
19.1. The Buyer shall have public liability insurance cover for at least 1 million Pounds Sterling.
19.2 The Seller shall not be liable to refund the Buyer in the event that the Buyer is unable to obtain the correct insurance.
20.1. The Buyer shall not be entitled to assign any right or obligation stemming from this Contract, unless expressly authorised in writing by the Seller. The consent may be withheld at the Seller’s sole discretion.
21.1. Failure to insist upon the strict performance of any provision, term or condition of these Terms and Conditions, or to exercise any remedy arising out of a breach, by either Party shall not constitute a waiver of any such breach or any subsequent breach of such provision, term, or condition.
21.2. No waiver shall be effective unless it is expressly stated to be a waiver and communicated to the other Party in writing.
21.3. A waiver of any right or remedy arising from a breach of Contract shall not constitute a waiver of any right or remedy arising out of any other or subsequent breach of the Contract.
22.1. Each provision shall be construed as separable and surviving on its own, where one or other provisions become invalid, illegal, or unenforceable.
22.2. If any provision or its part of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.
22.3. If such modification is not possible, the relevant provision or its part shall be deemed severable from the other provisions in the Contract. Its modification or deletion shall not affect the validity and enforceability of the rest of the Contract.
22.4. In the event that such invalidity prevents the accomplishment of the purpose of the Contract, the Parties shall begin negotiations to remedy such invalidity.
23.1. Any notice or other communication to either Party under or in connection with this Contract shall be in writing, addressed to that party at its registered office, or principal place of business, or such other address as that Party had specified in writing. It shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier, or email.
23.2. A notice or other communication shall be deemed to have been received:
a) If delivered personally, when left at the relevant address.
b)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.
c) If delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
d) If sent by email, one Business Day after transmission.
23.3. This clause shall not apply to the service of any proceedings or other documents in any legal action.
24.1. Either Party may terminate this Contract by giving 1 weeks’ written notice to the other, if:
a) The other Party commits a material breach capable of being remedied, but fails to remedy it within 30 calendar days of being given notice [from the other Party] to do so;
b) The other Party commits a material breach incapable of being remedied;
c) The other Party passes a resolution for winding up, or is subject of a competent court order to that effect;
d) The other Party ceases to carry on its business;
e) The other Party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement with its creditors; or a liquidator, receiver, trustee, or similar officer is appointed over any of its assets.
26.1. This Contract constitutes the entire agreement between the Parties and supersedes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
26.2. Any changes to this Contract must be made in writing signed by both Parties.
26.3. The Parties agree that neither shall have any remedy in respect of any statement, representation, assurance, or warranty, whether made innocently or negligently, that is not set out in this Contract.
26.4. The Parties agree that neither shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any representation, or statement in this agreement.
27.1. This Contract is governed by and shall be construed in accordance with the provisions of the Laws of Scotland, including the provisions on the Conflict of Laws.
27.2. The Parties shall submit to the exclusive jurisdiction of the Courts of Scotland in respect of any dispute arising out of or in connection with this Contract.