Distributor / Clinical Service Registration

The confirmation below represents and warrants that (a) the party signing below is an authorised representative of the company; and (b) that the information provided herein is a complete and accurate representation of the company’s financial situation as of the date hereof. Any misrepresentation of fraudulent information provided will be the basis for default under this agreement. By submitting this form. I expressly authorise COVVI Limited to contact the above references to determine credit worthiness.

General:
These General Terms and Conditions are the only Terms and Conditions upon which COVVI LTD and COVVI USA INC with its registered address at Direct House, 4 Quayside Business Park, Hunslet, Leeds, West Yorkshire, LS10 1DJ referred to as the Seller, is prepared to sell to all Distributors/Importers referred to as the Customers, its prosthetic hand and all supporting ancillary products referred to as the Goods, and together with the matters set out on the face of the invoice, they shall govern the sale of the Goods to the entire exclusion of any other express or implied conditions.

These General Terms and Conditions may be modified by the Seller only, no other action on the part of the Seller shall be construed as an acceptance of any other conditions. Any changes to these General Terms and Conditions will be notified in due course.

COVVI LTD and COVVI USA INC sells solely to Prosthetic and Orthotic distributors, and facilities, who in turn employ or work with certified and/or licensed medical professionals and prosthetists and orthotists who fit the Goods to the patient.

In addition, there may exist product specific conditions where specialised training is required in order for a certified and/or licensed prosthetist or orthotist to become qualified to purchase, and consequently to custom fit, the Goods to the patient.

By placing an order to the Seller, the Customer confirms its full compliance with all regulatory and compliance standards in market as well as their ability to provide the Goods to patients in all their territorial coverage. The Customer also confirms it will keep accurate and up-to-date records of all Goods sold to patients.

Purchasing:
These Terms and Conditions apply to all purchases and sales of Goods offered by COVVI LTD and COVVI USA INC, and your purchase means you have accepted our terms and conditions of sale in effect as of the date of purchase. We disclaim any other Terms and Conditions contained in any Customer purchase order, order form or otherwise, unless specifically agreed to us in writing. Purchase orders must be strictly in conformity with these Terms and Conditions. Inconsistent or conflicting terms in any purchase order or sale acknowledgment are rejected and shall be controlled by these Terms and Conditions unless agreed to by the Customer. Variations on warranties are dependent on the product being sold, on a separate written agreement. Any additional Terms and Conditions are not binding unless agreed to by COVVI LTD and/or COVVI USA INC in a separate written agreement. We reserve the right to decline to fulfil orders at our discretion at any time.

Price:
The price payable for the Seller’s Goods shall be the Seller’s price in force of the date of delivery based on the Seller’s price list applicable to your account, less such discounts as may be specified on the face of the invoice. Any changes to the price will be notified in due course.

Payment:
Payment of the price must be made under the term indicated on the face of the invoice, following the date of invoice, unless authorised otherwise in writing in advance by an authorised representative of the Seller. The Seller has the right to ask for prepayment of the Goods. No payment shall be deemed to have been received until the Seller has received and cleared funds.

Delivery:
The Goods shall be delivered to the address specified on the Customer’s purchase order. The Seller reserves the right to withhold delivery of the Goods if any sum due to the Seller under this or any other contract is overdue, until such time as payment is received.

All orders are shipped directly from the Seller’s distribution facility. All orders are shipped via FedEx and UPS, unless otherwise instructed by the Customer. The Seller is not responsible for items that are lost in transit. Orders placed on weekdays (after the local cut-off time), will be shipped on the next regular business day.

Storage:
All the Seller’s Goods shall by stored by the Customer storage conditions for such kind of products, as stated in the Technical Manual. The Customer shall also have regularly reviewed and updated written procedures in place to ensure controlled conditions during storage and transportation of the Goods.

Risk:
Risk in the Goods shall pass to the Customer when they are delivered.

Field Safety Notices:
The Seller is not responsible for maintaining up-to-date patient records. This is the full responsibility of the Customer.

In the event that the Seller needs to implement a Field Safety Notice, the Seller will notify all Customers to return the product to the Seller’s registered address and issue a notification to the Competent Authorities of all countries affected at the same time, including the National Competent Authority responsible for the Seller. The Customer is responsible for contacting all patients to arrange the return of the product. This shall include product in stock and product that may have been delivered to the patient. It is not the responsibility of the Seller to contact individual patients to recall any product.

By agreeing to these Terms and Conditions, the Customer is agreeing to maintaining accurate and current patient records, and to notifying the Seller to any important changes to patient data.

Limited warranties:
Except as otherwise stated, the only limited warranties applying to Goods sold are those, if any, specifically provided by the Seller and will be honoured by the Seller. Warranties do vary depending on the Goods being sold. The Seller offers limited warranties for two or three years on the hands, with an optional extended warranty, three months on the gloves, and two years on the ancillary products. The warranty will commence from the date of invoice from the Supplier to the Customer.

The Seller is not responsible for normal wear, and/or damage caused by excessive force, and/or excessive usage beyond the technical design and/or beyond its reasonable means. The Seller warrants its products against defects in material and workmanship within the warranty period. Limitation in those instances where changes, alterations or modifications are made in materials at the request or instruction of the Customer, the Customer agrees not to claim or commence suit against the Seller based on any such disclaimed warranties. The Seller’s obligation is limited only to the repair or replacement of defective parts within the warranty period or, at the sole discretion of the Seller, to refund the purchase price of: a full refund, partial refund, or no refund, depending on the condition of the return. The possible refund will be given subject to quality inspection by the Seller.

Returns:
Returned Goods will not be accepted without a Returns Form being completed by the Customer and approved by the Seller. Returns are only credited for goods that are returned unused within 14 days from the shipping date.

If any of the Goods are shown to the satisfaction of the Seller to have been defective at the time of delivery to the Customer, the Seller will at its option replace the defective Goods. The foregoing shall not apply:

to Goods which, in the Seller’s opinion, have been rendered defective by misuse or neglect on the part of the Customer, including but limited to failure by the Customer to comply with the Seller’s indications and contraindications and storage conditions set out in the Technical Manual.

to Goods with an expired warranty where no claim has been made by the Customer until after the expiry date has passed.

Any claim in respect of a defect that ought to be discovered on delivery of the Goods shall be made within seven working days of delivery to the Purchaser.

Credit for any returned Goods will normally be given only after the Goods are received at the Seller’s address Direct House, 4 Quayside Business Park, Hunslet, Leeds, West Yorkshire, LS10 1DJ. For the purpose of proper implementation of returned/recalled Goods, the Customer must have a quality management system that allows the effective management of potential complaints and claims as well as regularly reviewed and updated company product return / recall procedures.

Force Majeure:
The Seller shall not be liable for any loss or damage caused by delay in the performance or non-performance of any of its obligations hereunder where the same is occasioned by any cause whatsoever that is beyond the Seller's control including but not limited to an Act of God; severe weather conditions, natural disaster, civil disturbance, war, terrorism, , riots, requisitioning, governmental or parliamentary restrictions, prohibitions or enactments of any kind; import or export regulations; strike, lock-out, or trade dispute (whether involving its own employees or those of any other person); difficulties in obtaining workmen or materials; breakdown of machinery; fire or accident. Should any such event occur the Seller may cancel or suspend these Terms and Conditions without incurring any liability for any loss or damage thereby occasioned.

Confidentiality:
The Seller and the Customer undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party or of any member of the group of companies to which the other party belongs. The foregoing shall not apply:

to its employees, officers, representatives, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other party’s confidential information comply with confidentiality.

if requested by law, a court of competent jurisdiction or any governmental or regulatory authority.

Other Terms and Conditions:
The Customer confirms that it possesses business continuity plans for its warehousing and distribution service in order to maintain supply of product in case of exceptional circumstances e.g. fire, industrial action, bankruptcy.

By placing an order to the Seller, the Customer agrees to the Seller performing credit checks by whatever means it deems appropriate.

If any provision of these Terms and Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of these Terms and Conditions and the remainder of such provision shall continue in full force and effect.

Intellectual property:
Customers have no right to copy or use any of the intellectual property of the Seller without the Seller’s written consent. All materials contained by the Seller are subject to the ownership rights of the Seller. The Seller obtains full ownership over their manufactured products including: data, drawings, marketing materials, technical information, and specifications. Information provided to and/or furnished directly or indirectly to the Customer that purchase goods and/or products shall not be copied, and/or duplicated, construed or changed in any form or way, or disclosed to others.

Independent Party:
The Customer will purchase the Goods from the Seller for its own account and will resell in its own name and for its own account and risk. The Customer shall assume all credit risks in relation to its sales of Goods.

Law:
These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales.