(a) The following terms and conditions of trading (“Terms”) shall apply to the agreement between Source Medical Limited (“The Company”) and you (the “Contract”) for the sale of goods by Source Medical to you (“Goods”) to the exclusion of all other terms and conditions (including any terms and conditions from or referred to by you or which could be inferred by trade, custom, practice or course of dealing), subject to any variation in accordance with Clause 9(d).

(b) An order or acceptance of a quotation or tender for Goods by you shall be deemed to be an offer by you to buy Goods subject to these Terms. A binding Contract shall only be created when (i) Source Medical sends you written notice that your Purchase Order has been accepted; or (ii) (if earlier) the Goods (or part thereof) are despatched by Source Medical.

(c) You acknowledge that you have not relied on any statement, promise, or representation made or given by or on behalf of Source Medical which is not set out in these Terms; including statements, promises or representations contained in any advertising matter, catalogues, brochures, price lists and any verbal representation by any employee, agent or representative of Source Medical. Subject to Clause 7(c) you shall have no remedy in respect of any other such representation or warranty.


(a) Unless otherwise expressly specified in writing by Source Medical, all deliveries of Goods to (i) premises within the UK and Ireland shall be deemed to be delivered when unloaded at your specified premises; and (ii) premises outside the UK and Ireland shall be deemed to be delivered when made available to you for collection Ex Works (Source Medical premises at Ensign House, Lisle Road, High Wycombe, HP13) and you shall be liable to pay any expenses incurred by Source Medical in delivering the Goods to your premises at your request.

(b) Any periods or dates quoted for despatch or delivery are estimates only and shall not be conditions of the Contract. Save for Clause 5, time shall not be of the essence of the Contract.

(c) Source Medical reserves the right to deliver Goods by instalments. Each such instalment shall be invoiced separately and shall be deemed to constitute a separate Contract subject to these Terms. No default by Source Medical in respect of one or more instalments shall entitle you to treat any other Contract as repudiated.

(d) If you wish to cancel or reduce your order, Source Medical reserves the right to charge you for any special parts and work undertaken in connection with your order prior to receiving your written confirmation of order reduction or cancellation.

(e) If delivery of any or all of the Goods or the performance of any of Source Medical’s other obligations under the Contract is prevented or delayed by reason of any cause or circumstance beyond Source Medical’s reasonable control (including that of a Source Medical employee, agent or representative) including, but not limited to, any act of God, fire, flood, strike, government action or industrial dispute, then Source Medical shall not be liable for any loss or damage arising directly or indirectly through or in consequence of such event(s) and Source Medical reserves the right upon giving written notice to you, to cancel the Contract, suspend delivery or extend the time for delivery until such cause or circumstance has ceased; providing that the foregoing shall not prejudice Source Medical‘s right to receive payment for Goods already delivered to you.

(f) Source Medical accepts no responsibility for non-delivery of Goods unless written notice of such is received by Source Medical within fourteen (14) days of the date of invoice issued by Source Medical in respect of the Goods. Any liability of Source Medical for non-delivery shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.


(a) Unless otherwise expressly agreed in writing by Source Medical, risk in the Goods shall pass to you on delivery of the Goods to you.

(b) Ownership of the Goods shall not pass from Source Medical to you until: (i) you have paid Source Medical in full; and (ii) no other sums are outstanding from you to Source Medical on any account, whether or not such sums have become due for payment.