Terms and Conditions
for the supply of goods and services to business customers
Supplier Scientific Medical Clinical Limited trading as Brennan & Co NI
Company number NI041931
Registered office Unit 6 & 7, Carrowreagh Business Park, Dundonald, Belfast, Northern Ireland BT16 1QQ
VAT number GB 835 5684 95
1. Interpretation
1.1 Definitions. In these Conditions:
Term Meaning
Applicable Data Protection Law all applicable data protection and privacy legislation in force in the United Kingdom from time to time, including the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any legislation which replaces, consolidates or supplements them.
Brennan & Co NI / Supplier Scientific Medical Clinical Limited trading as Brennan & Co NI, a company incorporated in Northern Ireland under company number NI041931, whose registered office is at Unit 6 & 7, Carrowreagh Business Park, Dundonald, Belfast, Northern Ireland BT16 1QQ.
Business Day a day other than a Saturday, Sunday or public holiday in Northern Ireland when banks in Belfast are open for business.
Commencement Date the date on which the Contract comes into existence under clause 2.2.
Conditions these terms and conditions as amended in accordance with clause 16.7.
Contract the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Customer the person, firm or body corporate acting in the course of business which purchases Goods and/or Services from the Supplier.
Delivery Location the location stated in the Order or otherwise agreed in writing by the parties.
Goods the goods, or any part of them, set out in the Order, including consumables and equipment.
Goods Specification any written specification for the Goods, including plans or drawings, agreed by the Customer and the Supplier.
Intellectual Property Rights patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names, domain names, rights in get-up, goodwill, passing off, designs, software, database rights, confidentiality rights, know-how, trade secrets and all other intellectual property rights, registered or unregistered, including applications, renewals, extensions and priority rights, anywhere in the world.
Order the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order, the Supplier’s accepted order documentation or the invoice furnished to the Customer.
Quotation the Supplier’s quotation relating to the Customer’s proposed Order.
Retail Work work performed and invoiced on a time and materials basis.
Services the services supplied by the Supplier as set out in the Service Specification.
Service Level Agreement any service level agreement entered into between the Supplier and the Customer for specified Goods or Services.
Service Specification the description or specification for the Services provided or agreed in writing by the Supplier.
Supplier Materials the materials described in clause 8.1.8.
UK GDPR the retained UK law version of the General Data Protection Regulation, as amended or replaced from time to time.
1.2 Interpretation. A person includes a natural person, corporate or unincorporated body. A reference to legislation includes amendments, re-enactments and subordinate legislation. Words following “including”, “include”, “in particular” or similar expressions are illustrative only. A reference to writing includes email.
2. Basis of Contract
2.1 Each Order is an offer by the Customer to purchase the Goods and/or Services subject to these Conditions.
2.2 The Supplier may accept or reject an Order in whole or in part. Unless expressly stated otherwise in writing, the Contract comes into existence when the Supplier issues or confirms its Quotation and the Customer accepts it by providing a purchase order number, signing an order form, paying any deposit or pro forma invoice, or otherwise giving written acceptance, whichever occurs first.
2.3 Samples, drawings, descriptions, advertising, catalogues, brochures and website content are provided only to give an approximate idea of the Goods or Services and do not form part of the Contract unless expressly incorporated in writing.
2.4 These Conditions apply to the exclusion of any terms which the Customer seeks to impose or incorporate, or which are implied by trade custom, practice or course of dealing, subject always to rights or liabilities which cannot lawfully be excluded.
2.5 A Quotation is not an offer and, unless withdrawn earlier, is valid for 20 Business Days from its date.
2.6 These Conditions apply to Goods and Services except where a clause expressly applies to one only.
2.7 The Contract is a business-to-business contract. The Customer warrants that it is acting wholly or mainly for purposes relating to its trade, business, craft or profession.
3. Goods
3.1 The Goods are described in the Supplier’s catalogue or website and, more specifically, in the Order and Quotation.
3.2 Where Goods are supplied to a Goods Specification provided by the Customer, the Customer shall indemnify the Supplier against liabilities, costs, expenses, damages and losses, including reasonable legal and professional costs, arising from any claim that the Supplier’s use of that specification infringes a third party’s Intellectual Property Rights. This clause survives termination.
3.3 The Supplier may amend the Goods Specification where required by applicable law or regulatory requirements, or where the amendment does not materially reduce the quality or performance of the Goods, and shall notify the Customer where reasonably practicable.
4. Delivery of Goods
4.1 Each delivery shall be accompanied by a delivery note showing relevant references and the type and quantity of Goods, including product codes where applicable.
4.2 The Supplier shall deliver the Goods to the Delivery Location at any time after notifying the Customer that the Goods are ready.
4.3 Delivery is completed when the Goods are placed at the Customer’s disposal at the Delivery Location. If delivery is agreed ex works, delivery is completed when the Supplier notifies the Customer that the Goods are ready for collection.
4.4 Delivery dates are estimates only and time of delivery is not of the essence. The Supplier is not liable for delay caused by a Force Majeure Event, an event beyond its reasonable control or the Customer’s failure to provide adequate instructions, access, approvals, information or other cooperation relevant to supply.
4.5 If the Supplier fails to deliver, its liability shall, subject to clause 13 and applicable law, be limited to the reasonable costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market reasonably available, less the price of the Goods. The Supplier has no liability to the extent the failure is caused by a Force Majeure Event or Customer Default.
4.6 If the Customer fails to take or accept delivery within three Business Days after notification that the Goods are ready, except where caused by the Supplier’s breach or a Force Majeure Event affecting the Customer:
4.6.1 delivery shall be deemed completed at 9.00 am on the third Business Day after notification;
4.6.2 risk shall pass in accordance with clause 6.1; and
4.6.3 the Supplier may store the Goods and charge the Customer all related costs and expenses, including insurance, handling and redelivery.
4.7 If the Customer has not accepted delivery ten Business Days after notification that the Goods are ready, the Supplier may resell or otherwise dispose of all or part of the Goods. After deducting reasonable storage, handling and selling costs, the Supplier may account to the Customer for any excess over the price already paid or charge the Customer for any shortfall. For bespoke, configured, special-order or non-returnable Goods, the Customer remains liable for the full Contract price and associated costs to the extent the Supplier cannot reasonably mitigate its loss.
4.8 The Supplier may deliver by instalments, each of which may be invoiced separately. Delay in or defect affecting one instalment does not entitle the Customer to cancel another instalment or the remainder of the Contract.
5. Quality of Goods
5.1 The Supplier warrants that, on delivery and for the shorter of the manufacturer’s warranty period and 12 months from delivery, the Goods shall materially conform with their description, be free from material defects in design, material and workmanship, and be fit for any purpose expressly held out in writing by the Supplier.
5.2 If the Customer gives written notice within the warranty period and within a reasonable time after discovery, allows examination and, if requested, returns the Goods at the Customer’s cost, the Supplier shall at its option repair or replace defective Goods or refund the price paid for those defective Goods.
5.3 The Supplier is not liable under clause 5.1 where the Customer continues using the Goods after notice; fails to follow instructions or good trade practice; the defect results from a Customer specification, alteration or unauthorised repair; or the defect results from fair wear and tear, wilful damage, negligence, abnormal conditions or a change required for legal or regulatory compliance.
5.4 Except as stated in this clause 5 and to the fullest extent permitted by law, the Supplier excludes other conditions, warranties or terms implied by statute or common law, including sections 13 to 15 of the Sale of Goods Act 1979, but only insofar as such exclusion is lawful and reasonable under the Unfair Contract Terms Act 1977.
5.5 These Conditions apply to repaired or replacement Goods.
6. Title and Risk
6.1 Risk in the Goods passes to the Customer when delivery is completed or deemed completed under clause 4.
6.2 Title to the Goods does not pass until the Supplier receives payment in full, in cleared funds, for the Goods and all other sums due in respect of goods supplied to the Customer.
6.3 Until title passes, the Customer shall store the Goods separately and identify them as the Supplier’s property; not remove markings or packaging; keep them in satisfactory condition and insured for their full price from delivery; notify the Supplier immediately of an event in clause 14.1.2 to 14.1.4; and provide information about the Goods on request.
6.4 Before title passes, if an event in clause 14.1.2 to 14.1.4 occurs, the Customer’s right to resell or use the Goods in the ordinary course ceases and the Supplier may require return of Goods not resold or irrevocably incorporated. If the Customer does not comply promptly, the Supplier may, where lawfully entitled and subject to reasonable notice, enter premises where the Goods are stored to recover them.
7. Supply of Services
7.1 The Supplier shall provide Services materially in accordance with the Service Specification and any applicable Service Level Agreement.
7.2 The Supplier shall use reasonable endeavours to meet performance dates, but dates are estimates and time is not of the essence.
7.3 The Supplier may amend the Service Specification to comply with law or regulatory requirements or where the amendment does not materially affect the nature or quality of the Services, and shall notify the Customer where reasonably practicable.
7.4 The Supplier warrants that Services will be provided with reasonable care and skill. To the fullest extent permitted by law, section 13 of the Supply of Goods and Services Act 1982 is satisfied by this express warranty and all other implied terms are excluded subject to the Unfair Contract Terms Act 1977.
8. Customer Obligations
8.1 The Customer shall:
• ensure the Order is complete and accurate; Orders may not be cancelled or amended except with the Supplier’s written agreement and on terms that reimburse the Supplier for resulting costs and losses;
• co-operate in all matters relating to the Services;
• provide timely access to premises, facilities, systems and personnel;
• provide complete and accurate information and materials;
• prepare its premises for supply, delivery, installation and commissioning;
• obtain and maintain required licences, permissions and consents;
• comply with applicable law, including health and safety requirements; and
• keep all Supplier equipment, documents and other property at the Customer’s premises (Supplier Materials) safely and in good condition, at the Customer’s risk, and use them only as authorised.
8.2 If performance is prevented or delayed by Customer Default, the Supplier may suspend performance until remedy; is relieved from affected obligations to the extent of the default; is not liable for resulting costs or losses; and the Customer shall reimburse the Supplier on written demand for costs and losses reasonably incurred as a result.
9. Charges and Payment
9.1 The price for Goods is the price in the Quotation or Order or, if none, the Supplier’s published list price at the date of Order. Unless stated otherwise, prices exclude packaging, insurance, carriage, delivery, installation, commissioning and taxes or duties.
9.2 Service charges are calculated under the Order or Quotation. The Supplier may charge reasonable travel, accommodation, subsistence, third-party and materials costs incurred in performing the Services.
9.3 The Supplier may increase recurring Service charges annually from each Commencement Date anniversary and may increase Goods prices before delivery to reflect factors beyond its reasonable control, foreign exchange movements, tax or duty changes, labour or materials increases, Customer-requested changes, or Customer-caused delay or inaccurate information.
9.4 The Supplier may require a deposit, stage payment or full payment against a pro forma invoice. Unless expressly stated to be refundable, a payment made to secure, order, configure or manufacture Goods is a payment on account of the Contract price and not a right to cancel. Cancellation is governed by clauses 8.1 and 14.
9.5 For Goods, the Supplier may invoice at the time stated in the Quotation, pro forma invoice or Order, and otherwise at dispatch. For Services, the Supplier may invoice annually in advance for contracted Services and on completion or periodically for Retail Work.
9.6 The Customer shall pay each invoice within 30 days of its date or in accordance with written credit terms, in full and cleared funds to the nominated account. Time for payment is of the essence.
9.7 Amounts exclude VAT, which the Customer shall pay at the applicable rate upon receipt of a valid VAT invoice.
9.8 If payment is late, the Supplier may claim interest, fixed compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 and applicable regulations. Where that statutory regime does not apply, interest accrues daily at 4% per annum above the Bank of England base rate, with a minimum rate of 4% per annum, from due date until payment, whether before or after judgment.
9.9 All sums are payable without set-off, counterclaim, deduction or withholding, except any deduction or withholding required by law.
10. Intellectual Property Rights
10.1 All Intellectual Property Rights in or arising from the Goods and Services, other than rights in Customer materials, belong to the Supplier and/or its licensors.
10.2 The Customer grants the Supplier a fully paid, non-exclusive, royalty-free, non-transferable licence during the Contract to use, copy and modify Customer materials solely to provide the Services and perform the Contract.
11. Data Protection
11.1 Each party shall comply with Applicable Data Protection Law. This clause supplements and does not replace either party’s obligations or rights under that law.
11.2 The parties shall determine their roles under Applicable Data Protection Law for each processing activity. Where the Supplier processes personal data on the Customer’s documented instructions, the Customer is controller and the Supplier is processor unless the parties agree otherwise in writing or law requires a different allocation.
11.3 The Customer shall ensure that it has all necessary lawful bases, notices, permissions and consents for personal data transferred or made available to the Supplier.
11.4 Where acting as processor, the Supplier shall: process only on documented instructions unless required by law; ensure confidentiality; implement appropriate technical and organisational measures; assist the Customer, at the Customer’s cost, with data subject requests, security, breach notification, impact assessments and regulator consultations; notify the Customer without undue delay after becoming aware of a personal data breach; on termination, delete or return personal data unless law requires retention; maintain records sufficient to demonstrate compliance; permit reasonable audits on prior written notice; and inform the Customer if an instruction appears to infringe Applicable Data Protection Law.
11.5 The Customer gives general authorisation for the Supplier to appoint sub-processors, provided the Supplier imposes materially equivalent data protection obligations and remains responsible for their performance to the extent required by law.
11.6 Neither party shall make a restricted transfer of personal data outside the United Kingdom unless the transfer is permitted under Applicable Data Protection Law, including by UK adequacy regulations, the UK International Data Transfer Agreement, the UK Addendum to EU standard contractual clauses, or another lawful safeguard or exception, together with any required transfer risk assessment or data protection test.
11.7 Either party may on at least 30 days’ notice require this clause to be replaced or supplemented by applicable controller-to-processor clauses, an approved code, certification, IDTA, Addendum or other mechanism required by Applicable Data Protection Law.
12. Confidentiality
12.1 Each party shall keep the other’s confidential information confidential during the Contract and for five years after termination.
12.2 A party may disclose confidential information to personnel and professional advisers who need it to perform or enforce the Contract and are bound by confidentiality, or where required by law, court or regulator.
12.3 Confidential information may be used only to exercise rights and perform obligations under the Contract.
13. Limitation of Liability
13.1 The Supplier has arranged insurance for certain legal liabilities. The Customer is responsible for insuring losses above or outside the Supplier’s cover.
13.2 This clause applies to liability in contract, tort including negligence, misrepresentation, restitution, breach of statutory duty or otherwise arising under or in connection with the Contract.
13.3 No party may rely on an exclusion or limitation for its deliberate default.
13.4 Nothing limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979, or any other liability which cannot lawfully be limited or excluded.
13.5 Subject to clause 13.4 and to the extent permitted by law, the Supplier’s aggregate liability shall not exceed the sums paid or payable by the Customer under the Contract during the six months immediately preceding the event giving rise to the claim. No claim may be brought more than one year after delivery of the relevant Goods or completion of the relevant Services, except where such contractual time limit is not enforceable by law.
13.6 Subject to clause 13.4, the Supplier is not liable for loss of profit, sales, business, agreements, anticipated savings, use, software, data, information or goodwill, or for indirect or consequential loss.
13.7 The Customer shall notify the Supplier in writing of a claim within three months after it became, or ought reasonably to have become, aware of the event, identifying the event and grounds in reasonable detail. This clause does not apply where such notice requirement would be unlawful or unreasonable under the Unfair Contract Terms Act 1977.
13.8 For defective Goods, the Supplier may repair, replace or issue a credit, provided the Customer notifies the Supplier promptly and in any event within ten days after delivery for an apparent defect, or within seven days after discovery for a latent defect; returns the Goods if requested; and examination confirms the defect existed at delivery and was not caused by misuse, neglect, accident, improper storage, installation, handling, repair or alteration.
13.9 This clause survives termination.
14. Termination and Cancellation
14.1 Without affecting other rights, the Supplier may terminate immediately by written notice if the Customer commits a material breach and, where remediable, fails to remedy it within 30 days after notice; enters administration, liquidation, a composition with creditors, receivership, winding-up or an analogous process other than a solvent restructuring; suspends or threatens to cease a substantial part of its business; or suffers financial deterioration which reasonably jeopardises performance.
14.2 A material breach includes an anticipatory breach having a serious effect on the benefit the Supplier would otherwise receive under the Contract.
14.3 The Supplier may terminate immediately if the Customer fails to pay on the due date or undergoes a change of control.
14.4 The Supplier may suspend Services and deliveries if payment is overdue, an event in clause 14.1 occurs, or the Supplier reasonably believes such an event is imminent.
14.5 The Customer has no right to cancel an Order after the Contract has arisen except with the Supplier’s written agreement. Any agreed cancellation may be conditional on immediate payment of: Goods and Services already supplied; work undertaken; non-cancellable supplier commitments; restocking, return, storage and transport charges; and the Supplier’s other reasonable losses and costs arising from cancellation. Bespoke, configured, special-order or non-returnable Goods may be charged at the full Contract price, less any net amount reasonably recovered on resale.
15. Consequences of Termination
15.1 On termination, the Customer shall immediately pay all outstanding invoices, interest and amounts due for supplied or committed Goods and Services; and return Supplier Materials and Goods not fully paid for. Until return, the Customer remains responsible for safe keeping and authorised use only.
15.2 Termination does not affect accrued rights, remedies, obligations or liabilities, including claims for earlier breach.
15.3 Any provision intended expressly or by implication to continue after termination remains in force.
16. General
16.1 Force majeure. Neither party is in breach or liable for delay or failure caused by an event, circumstance or cause beyond its reasonable control. The affected party shall use reasonable endeavours to mitigate the effect and resume performance.
16.2 Assignment. The Supplier may assign, charge, subcontract, delegate, declare a trust over or otherwise deal with its rights and obligations. The Customer may not do so without the Supplier’s prior written consent.
16.3 Notices. Notices shall be in writing and delivered by hand, prepaid first-class post or other next Business Day delivery service to the registered office or principal place of business, or by email to the address in the Order. A notice is received: if by hand, when left or receipted; if by post or next-day service, at 9.00 am on the second Business Day after posting; if by email, at transmission, or at 9.00 am on the next Business Day if sent outside 9.00 am to 5.00 pm at the place of receipt. This clause does not apply to service of proceedings or documents in legal action.
16.4 Severance. An invalid, illegal or unenforceable provision is modified to the minimum extent necessary or, if that is not possible, deleted without affecting the remainder.
16.5 Waiver. A waiver is effective only in writing and is not a waiver of later rights. Delay or partial exercise does not prevent further exercise.
16.6 Entire agreement. The Contract is the entire agreement and supersedes prior statements and understandings. Neither party relies on any statement not set out in the Contract and neither has a claim for innocent or negligent misrepresentation based on such a statement. Nothing excludes fraud or fraudulent misrepresentation.
16.7 Variation. A variation is effective only if in writing and signed by authorised representatives, except for changes expressly permitted by these Conditions.
16.8 Third-party rights. Unless expressly stated, no person other than the parties may enforce any term under the Contracts (Rights of Third Parties) Act 1999.
16.9 Governing law. The Contract and any dispute or claim, including non-contractual disputes or claims, arising out of or in connection with it or its formation shall be governed by the law of Northern Ireland.
16.10 Jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the courts of Northern Ireland for disputes or claims arising out of or in connection with the Contract or its formation.
16.11 Conflict. If these Conditions conflict with a Service Level Agreement, Quotation or Order, the following order of precedence applies unless expressly agreed otherwise in writing: (1) a signed written variation or order-specific agreement; (2) the Quotation; (3) these Conditions; and (4) the Service Level Agreement.