INTERPRETATION
1.1 Definitions:
UK Scrub Supply: UK Scrub Supply Ltd, 86-90, Paul Street, London EC2A 4NE (registered in England and Wales with company number 15726473).
Business Day: Any day except Saturday, Sunday, or public holidays in England, when banks in London are open for business.
Business Hours: The period from 08:15 to 16:30 on any Business Day.
Conditions: The terms and conditions outlined in this document, as amended in accordance with clause 11.5.
Contract: The contract between UK Scrub Supply and the Customer for the sale and purchase of the Goods according to these Conditions.
Customer: The person or entity purchasing Goods from UK Scrub Supply.
Delivery Location: As defined in clause 4.2.
Force Majeure Event: Any event beyond a party’s reasonable control, unforeseeable or unavoidable, including but not limited to strikes, lock-outs, energy failures, acts of God, war, terrorism, and natural disasters.
Goods: The goods listed in the Order.
Intellectual Property Rights: All intellectual property rights, whether registered or unregistered, including patents, copyrights, trademarks, and rights to inventions.
Order: The Customer’s order for the Goods, as outlined in the Customer’s purchase order form or any other acceptable form to UK Scrub Supply.
Promotional Material(s): Catalogues, brochures, product information sheets, or other marketing materials created by UK Scrub Supply for promoting the Goods.
Specification: Any agreed-upon specification for the Goods, including plans and drawings specified in any Order.
Warranty Period: As defined in clause 5.1.
1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (with or without separate legal personality). (b) References to a party include successors and permitted assigns. (c) References to legislation include amendments or reenactments, and all subordinate legislation. (d) Any terms following "including," "include," "in particular," or similar expressions are illustrative and not limiting. (e) References to "writing" or "written" exclude fax but not email.
BASIS OF CONTRACT
2.1 These Conditions exclusively govern the Contract, overriding any other terms the Customer attempts to impose or incorporate, whether by law, trade custom, practice, or course of dealing.
2.2 The Order constitutes a Customer offer to purchase Goods in accordance with these Conditions. The Customer is responsible for ensuring Order terms and any applicable Specification are complete and accurate.
2.3 The Order is deemed accepted when UK Scrub Supply either:
(a) Issues a written acceptance of the Order, at which point the Contract is formed; or (b) Impliedly accepts the Order by commencing performance or delivery of the Goods, in whole or in part, at which point the Contract is formed.
2.4 The Customer waives any right to rely on any terms inconsistent with these Conditions found in any Customer documents.
2.5 Any samples, drawings, designs, illustrations, or advertising by UK Scrub Supply, and any content in catalogues, brochures, or Promotional Materials, are for illustrative purposes only and do not form part of the Contract. All Intellectual Property Rights in the promotional material remain with UK Scrub Supply. The Customer does not acquire any Intellectual Property Rights in any UK Scrub Supply trademarks, logos, or brand names.
2.6 A quotation for the Goods by UK Scrub Supply does not constitute an offer and is valid for 30 Business Days from its issue date.
GOODS
3.1 The Goods are described in UK Scrub Supply's catalogue, as modified by any applicable Specification.
3.2 The Customer indemnifies UK Scrub Supply against all liabilities, costs, expenses, damages, and losses arising from any claim of infringement of third-party intellectual property rights due to UK Scrub Supply's use of the Customer’s Specification. This indemnity survives termination of the Contract.
3.3 UK Scrub Supply may amend the Specification to comply with statutory or regulatory requirements and will notify the Customer of such changes.
3.4 The Customer is solely responsible for determining the fitness of the Goods for any particular purpose and acknowledges that UK Scrub Supply provides the Goods without any design advice upon which the Customer may rely.
DELIVERY
4.1 UK Scrub Supply will ensure each delivery includes a delivery note showing the Order date, Customer and UK Scrub Supply reference numbers, type and quantity of Goods, and any special storage instructions.
4.2 UK Scrub Supply will deliver the Goods to the location set out in the Order or any other location agreed upon by the parties ("Delivery Location").
4.3 Delivery is completed upon unloading the Goods at the Delivery Location.
4.4 Delivery dates are approximate, and UK Scrub Supply is not liable for delivery delays caused by Force Majeure Events or the Customer’s failure to provide adequate delivery instructions.
4.5 If UK Scrub Supply fails to deliver the Goods, its liability is limited to a refund of monies paid for the undelivered Goods. UK Scrub Supply is not liable for failure to deliver due to Force Majeure Events or the Customer’s failure to provide adequate delivery instructions.
4.6 If the Customer fails to accept delivery within 20 Business Days after UK Scrub Supply notifies readiness, UK Scrub Supply will store the Goods and charge the Customer for related costs and expenses.
4.7 If the Customer has not accepted delivery 15 Business Days after the 20 Business Days referred to in clause 4.6, UK Scrub Supply may resell or dispose of the Goods.
4.8 The Customer may not reject deliveries that are up to 5.0% more or less than the quantity ordered. UK Scrub Supply will adjust the invoice accordingly upon the Customer’s notification.
4.9 UK Scrub Supply may deliver the Goods in instalments, invoicing and receiving payment for each separately. Delays or defects in an instalment do not entitle the Customer to cancel other instalments.
QUALITY
Warranty
5.1 UK Scrub Supply warrants that on delivery, and for 12 months from delivery (“Warranty Period”), the Goods will:
(a) Conform to their description and any applicable Specification; (b) Be free from material defects in design, material, and workmanship; (c) Be of satisfactory quality (as defined in the Sale of Goods Act 1979); (d) Be fit for any purpose held out by UK Scrub Supply.
5.2 Subject to clause 5.3, if:
(a) The Customer notifies UK Scrub Supply in writing during the Warranty Period of non-compliance within a reasonable time of discovery; (b) UK Scrub Supply is given a reasonable opportunity to examine the Goods; and (c) The Customer returns the Goods to UK Scrub Supply’s business at the Customer’s cost, if requested,
UK Scrub Supply will, at its option, repair or replace the defective Goods or refund their price in full.
5.3 UK Scrub Supply is not liable for Goods’ failure to comply with the warranty if:
(a) The Customer continues to use the Goods after notifying UK Scrub Supply; (b) The defect arises from the Customer’s failure to follow UK Scrub Supply's instructions or good trade practice regarding storage, commissioning, use, and maintenance; (c) The defect arises from UK Scrub Supply following the Customer’s design or Specification; (d) The Customer alters or repairs the Goods without UK Scrub Supply’s consent; (e) The defect arises from fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; (f) The Goods differ from their description or Specification due to regulatory compliance changes.
Goods that are worn, customised, made to order, embroidered, or not from UK Scrub Supply’s standard stock cannot be returned unless defective.
Returns Policy
5.4 The Customer must return Goods within 30 days of receipt, unless otherwise agreed, by providing the following information to UK Scrub Supply’s customer experience team at sales@ukscrubsupply.co.uk:
(a) Customer account number, sales order number, or purchase order number; (b) Product name of items to be returned; (c) Number of items to be returned; (d) Details of replacement items in terms of size and fit.
5.5 UK Scrub Supply will provide a barcoded return note, emailed to the Customer, who must pack the Goods for return in the original packaging, ensuring the barcoded return note is enclosed, and post to UK Scrub Supply Returns Department, 86-90, Paul Street, London EC2A 4NE. Without the barcoded document, UK Scrub Supply will not process the return for a refund or credit. Postage costs incurred by the Customer will not be refunded unless the Goods are faulty or incorrect items were supplied.
5.6 Upon receipt of returned Goods, if a refund or credit is due, UK Scrub Supply will arrange it and dispatch replacement Goods if applicable.
5.7 Except as provided in this clause 5, UK Scrub Supply is not liable for Goods’ failure to comply with the warranty in clause 5.1.
5.8 Terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are excluded from the Contract to the fullest extent permitted by law.
5.9 These Conditions apply to any repaired or replacement Goods supplied by UK Scrub Supply.
TITLE AND RISK
6.1 Risk in the Goods passes to the Customer upon delivery completion.
6.2 Title to the Goods passes to the Customer upon:
(a) UK Scrub Supply receiving full payment (cleared funds); or (b) Completion of delivery, whichever is later.
6.3 Until title passes to the Customer, the Customer must:
(a) Store the Goods separately, identifiable, and in satisfactory condition, maintaining insurance against risks for their full price; (b) Notify UK Scrub Supply immediately if any insolvency event occurs; and (c) Provide UK Scrub Supply with information about the Goods' whereabouts and status upon request.
6.4 The Customer may resell the Goods before title passes under the following conditions:
(a) Sale is in the ordinary course of business at full market value; and (b) The Customer sells as principal, not UK Scrub Supply’s agent.
6.5 If the Customer fails to pay for the Goods fully by the due date, or becomes subject to any insolvency event, UK Scrub Supply may require the Customer to deliver the Goods back and, if the Customer fails to do so, enter the Customer’s premises to repossess the Goods.
6.6 The Customer grants UK Scrub Supply an irrevocable licence to enter any premises where the Goods are stored to inspect or repossess the Goods.
6.7 If the Customer resells Goods before title passes, it does so as principal and not as UK Scrub Supply’s agent.
PRICE AND PAYMENT
7.1 The price of the Goods is the price set out in UK Scrub Supply’s written confirmation of the Order.
7.2 UK Scrub Supply may, by giving notice to the Customer at any time up to 10 Business Days before delivery, increase the price of the Goods to reflect any increase in costs due to:
(a) Changes in exchange rates, duties, taxes, and other governmental levies; (b) Changes to delivery dates, quantities, or Specifications requested by the Customer; (c) Delays caused by the Customer’s instructions or failure to provide adequate instructions.
7.3 The price of the Goods:
(a) Excludes amounts in respect of value-added tax (VAT), which the Customer must additionally pay at the applicable rate; and (b) Excludes the costs and charges of packaging, insurance, and transport, which are invoiced to the Customer.
7.4 UK Scrub Supply may invoice the Customer for the Goods on or at any time after dispatch.
7.5 The Customer must pay each invoice in full and in cleared funds within 30 Business Days of the invoice date. Payment must be made to the bank account specified in the invoice.
7.6 If the Customer fails to make any payment due to UK Scrub Supply by the due date for payment, UK Scrub Supply may charge the Customer interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. This interest accrues daily from the due date until the date of actual payment, whether before or after judgement. The Customer must pay the interest together with the overdue amount.
7.7 The Customer must pay all amounts due under the Contract in full without any set-off, counterclaim, deduction, or withholding, except as required by law. UK Scrub Supply may at any time, without limiting its other rights or remedies, set off any amount owed to it by the Customer against any amount payable by UK Scrub Supply to the Customer.
LIMITATION OF LIABILITY
8.1 Nothing in these Conditions limits or excludes UK Scrub Supply’s liability for:
(a) Death or personal injury caused by its negligence; (b) Fraud or fraudulent misrepresentation; (c) Breach of the terms implied by section 12 of the Sale of Goods Act 1979; (d) Defective products under the Consumer Protection Act 1987; or (e) Any matter which it is illegal to limit or exclude under applicable law.
8.2 Subject to clause 8.1:
(a) UK Scrub Supply is not liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and (b) UK Scrub Supply’s total liability to the Customer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the price of the Goods.
TERMINATION
9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) The other party 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 that party being notified in writing to do so; (b) The other party takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceases to carry on business, or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (c) The other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; (d) The other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.2 Without affecting any other right or remedy available to it, UK Scrub Supply may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
9.3 Without affecting any other right or remedy available to it, UK Scrub Supply may suspend the supply of Goods under the Contract or any other contract between the Customer and UK Scrub Supply if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d), or UK Scrub Supply reasonably believes that the Customer is about to become subject to any of them.
9.4 On termination of the Contract for any reason:
(a) The Customer must immediately pay to UK Scrub Supply all of UK Scrub Supply’s outstanding unpaid invoices and interest; (b) The Customer must return all of UK Scrub Supply’s materials and any Goods which have not been fully paid for. If the Customer fails to do so, then UK Scrub Supply may enter the Customer's premises and take possession of them. Until they have been returned, the Customer is solely responsible for their safekeeping and will not use them for any purpose not connected with the Contract; (c) The accrued rights, remedies, obligations, and liabilities of the parties as at expiry or termination will be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and (d) Clauses which expressly or by implication survive termination will continue in full force and effect.
FORCE MAJEURE
10.1 Neither party will be liable to the other for any delay or non-performance of its obligations under the Contract arising from any Force Majeure Event.
10.2 If a Force Majeure Event prevents UK Scrub Supply from providing any of the Goods for more than 8 weeks, UK Scrub Supply may, without limiting its other rights or remedies, terminate the Contract immediately by giving written notice to the Customer.
GENERAL
11.1 Assignment and other dealings.
(a) UK Scrub Supply may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. (b) The Customer must not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of UK Scrub Supply.
11.2 Confidentiality.
(a) Each party undertakes that it will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 11.2(b). (b) Each party may disclose the other party's confidential information: (i) To its employees, officers, representatives, subcontractors, or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party will ensure that its employees, officers, representatives, subcontractors, or advisers to whom it discloses the other party's confidential information comply with this clause 11.2; and (ii) As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority. (c) Neither party will use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
11.3 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter. (b) Each party acknowledges that in entering into the Contract it does not rely on, and will have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Contract. (c) Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract. (d) Nothing in this clause will limit or exclude any liability for fraud.
11.4 Variation.
No variation of the Contract will be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.5 Waiver.
(a) A waiver of any right or remedy under the Contract or by law is only effective if given in writing and will not be deemed a waiver of any subsequent breach or default. (b) A failure or delay by a party to exercise any right or remedy provided under the Contract or by law will not constitute a waiver of that or any other right or remedy, nor will it preclude or restrict its further exercise. (c) No single or partial exercise of any right or remedy provided under the Contract or by law will preclude or restrict the further exercise of that or any other right or remedy.
11.6 Severance.
If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of the Contract.
11.7 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract must be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and will be delivered personally, or sent by pre-paid first-class post or other next working day delivery service, commercial courier, or email. (b) A notice or other communication will be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.7(a); 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; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or if sent by email, one Business Day after transmission. (c) The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
11.8 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. (b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
11.9 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 subject matter or formation will be governed by and construed in accordance with the law of England and Wales.
11.10 Jurisdiction.
Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.