(a) Quotations by Vitalograph Limited (“the Company”) are not offers and may be withdrawn without notice. Any order arising from a quotation or otherwise is not binding on the company unless and until it is accepted on the Company's Acceptance of Order form

(b) Any contract made between the Company and the Customer shall incorporate and be subject to the following conditions. All other terms and conditions whatsoever are excluded from the contract until expressly accepted by the Company in writing

(c) Where the Customer is an authorised reseller of Company Products within the territory of the European Union, the Customer shall undertake to comply with Article 14 of the EU Medical Device Regulations, 2017/745, as amended (“MDR”), in regards to meeting the General obligations of distributors requiring a suitable and documented Quality Management System to maintain compliance of the medical devices presented within the quotation. This documented process and associated procedures may be audited by the Company and / or by any Competent Authority based within the EU.


(a) All prices shall be payable in the currency quoted exclusive of VAT and any other equivalent taxes

(b) Unless otherwise agreed in writing by the Company all prices are quoted net ex works

(c) The cost of any special packaging required by the Customer shall be charged extra

(d) If delivery and performance are postponed or delayed at the request or default of the Customer, the Customer shall pay all costs and expenses including a reasonable storage charge incurred by the Company

(e) Unless otherwise agreed in writing the Customer shall be charged extra for any tests or inspections or certifications he requires beyond those specified in the contract

(f) All prices quoted for goods or services are subject to fluctuations in the cost of labour, materials and overheads, currency exchange rates and taxation whether new or existing, and any increase in such costs after the date of quotation shall be added to the contract price. In the absence of agreement a Certificate of the Company's Auditors certifying the amount of such increase shall be conclusive and binding on the Customer and the Company on all matters of fact and opinion


(a) (i) Notwithstanding risk in the goods passing to the Customer, title in the goods shall not pass to the Customer until payment is received by the Company for the goods, the subject matter of this contract, and there are no other amounts then being outstanding from the Customer to the Company in respect of any other goods supplied by the Company

(ii) The Customer is licensed by the Company to use and to agree to sell the goods delivered to the Customer but, subject thereto, until title in the goods passes, the goods shall be stored in such a way as to be clearly identifiable as belonging to the Company and the Company shall be entitled to enter upon the premises where the goods are stored to reclaim possession

(iii) The Customer's power of sale and use shall automatically cease if the Customer has a petition presented for its winding up or for an Administration Order under the Insolvency Act 1986 (or any equivalent or later legislation or powers) or passes a resolution for voluntary winding up otherwise than for the purposes of a bona fide amalgamation or reconstruction or compounds with its creditors or has a Receiver appointed over all or any part of its assets or becomes bankrupt or insolvent or enters into any arrangements with creditors or takes or suffers any similar action in consequence of debts or carries out or undergoes any analogous act or proceedings under any legal system.

(b) Risk shall pass to the Customer on delivery


(a) Unless otherwise agreed in writing by the Company delivery shall be made ex works. Dates given by the Company for delivery and performance are statements of expectation and shall not be binding. Failure by the Company to meet any such dates shall not entitle the Customer to any damages for loss of profits or of production or any other consequential loss or damage (including but not restricted to loss of contracts, goodwill or market share) which he may sustain or to treat the contract as repudiated or to rescind it or any related contract.

(b) Without prejudice to the provisions of Clause 4(a) above where the Company has agreed to deliver goods at any place other than its works the Company undertakes to replace or at its option repair free of charge any such goods lost or damaged in transit to the contracted place of delivery if the Customer shall have given written notice of such loss or damage to the Company within 14 days of delivery of the goods in which event the time for delivery of the lost or damaged goods shall be extended for such period as the Company reasonably requires for such replacement or repair. Failure by the Customer to comply with the provisions hereof or, if requested by the Company, to return the goods to the Company's works within one month of delivery shall render the Customer liable for such loss or damage notwithstanding the provisions of Clause 3(b) hereof


(a) Unless otherwise agreed by the Company in writing, all accounts shall be paid within 28 days of the date of the Company invoice

(b) Time for payment shall be of the essence or the contract and the Company shall be entitled to charge interest at the rate of 2 per cent per annum above the base lending rate for the time being of Barclays Bank PLC on all overdue accounts and in addition may suspend work and postpone the fulfilment of its obligations until such overdue payment is made

(c) No disputes as to quality or performance of the goods or services shall entitle the Customer to delay payment unless the Company shall agree liability thereon in an agreed sum or shall have been found liable by a Court of competent jurisdiction

(d) (i) If the sales order value of this contract equals or exceeds £30,000 or equivalent (excluding VAT) the Customer shall with its order documentation pay one-third of such sales order value (including any VAT due thereon) to the Company ("the advance payment")

(ii) If the advance payment is not paid on time it shall bear interest under Clause 5(a) and (b) above as if the Company had rendered an invoice to the Customer 28 days before the date of the Company's receipt of the Customer's order documentation

(iii) If the currency quoted shall not be pounds sterling the sales order value for the purposes of Clause 5(d)(i) above shall be calculated by reference to such published exchange rate of Barclays Bank plc (or its successor) on the day of the Company's receipt of the Customer's order documentation as the Company shall, in its absolute discretion, consider appropriate

(iv) Without prejudice to Clause 10 below in the event that the Customer wrongfully terminates or purports to cancel the contract without the consent of the Company before the Company has commenced work on the contract, the Company shall be entitled to retain the advance payment as liquidated damages and the parties hereto confirm that such sum and interest as aforesaid is a reasonable pre-estimate of the Company's likely losses in that event

(v) Where the Company has commenced work the advance payment shall be deemed to be the minimum loss sustained by the Company

(vi) The provisions of this Clause 5(d) may be waived wholly or in part at the Company's absolute discretion without affecting the Company's rights in respect of any other past or future contract with the Customer

(vii) No total or partial waiver of this Clause 5(d) shall be of any effect unless in writing and signed by a Director of the Company

(viii) Where the contract is part of a series of contracts this Clause 5(d) shall operate if the aggregate sales order value exceeds the sum or sums referred to at (i) above


(a) The Company undertakes to repair or to replace at its option free of charge any goods supplied by it which are returned to the Company's works by the Customer carriage paid within 12 months from the date of their original despatch and which are shown to the Company's satisfaction to be defective by reason of faulty workmanship material or design

(b) This guarantee does not apply to parts made of rubber, plastic or glass or to components of a perishable nature or of a short life and the Company's liability under this guarantee is in the case in goods manufactured or supplied to it by another party limited to the liability accepted by that other Company

(c) (i) Save where the contrary is expressly agreed in writing this guarantee is given in lieu of all other conditions or warranties and undertaking whether express or implied, statutory or otherwise which such conditions, warranties and undertakings are hereby excluded

(ii) The Customer irrevocably waives any right it might otherwise have to rescind or avoid this contract.


(a) The Customer shall operate and use the goods strictly in accordance with the directions for use issued by the Company, and the best professional practice

(b) The Company does not exclude liability

(i) for death or personal injury resulting from negligence or in respect of its liability under the Consumer Protection Act, 1987 (or any statutory re-enactment or modification thereof)

(ii) arising from Section 12 of the Sale of Goods Act 1979 (or any statutory re-enactment or modification thereof)

(iii) arising from Sections 13 to 15 of the Sale of Goods Act 1979 (or any statutory re-enactment or modification thereof) where the Customer is a person dealing as a consumer

(iv) for fraudulent representations or fraudulent conduct for which it would otherwise be liable

(c) Save as set out herein in no circumstances shall the Company be liable for any indirect, consequential, incidental or special injury loss or damage (including but not restricted to loss of profits, contracts, market share, business or goodwill) suffered by the Customer by reason of breach of contract or negligence on the Company's part

(d) Save as set out herein the Company's entire liability to the Customer in respect of any breach of this or any other contract including a fundamental breach or any default, act or omission in respect of which the Company is legally liable to the Customer shall be as set out in these Conditions.

(e) Save where the contrary is expressly stated by the Company in writing no representation or warranty is given as to suitability or the fitness of the goods for any particular purpose and the Customer shall satisfy itself in this respect and shall be totally responsible therefore and the Customer expressly acknowledges that for all purposes the ability and expertise of the Customer in respect of evaluating any description of or information as to the goods is no less than that of the Company and the Customer has not relied on the skill and judgment of the Company in selecting goods for any particular purpose.

(f) Save as otherwise set out in these Conditions the Company's total liability for any one claim or for the total of all claims arising from any one act or default of the Company (whether arising from the Company's negligence or otherwise) shall not exceed £250,000


(a) All weights and dimensions quoted are Subject to recognised tolerances

(b) Where any discrepancy (subject to recognised tolerances as herein contained) is revealed and accepted by the Company the Company shall make good such discrepancy or at its option credit the Customer accordingly and no further right of action set off or counterclaim shall subsist against the Company

(c) The Company reserves the right to amend and alter the specification of any goods or services that it has agreed to supply


(a) Copyright in all original work executed by the Company shall remain the sole property of the Company unless otherwise agreed in writing

(b) The Customer shall indemnify the Company in respect of any claims costs and expenses arising out of any infringement of patent copyright design or other exclusive right by the Company as a result of goods or services supplied to the Customer's specifications


(a) The Customer shall not be entitled to cancel any contract

(b) Without prejudice to the generality of Clause 5 and Clause 10(a) above the Company may in its absolute discretion agree to accept cancellation of a particular contract on condition that all costs and expenses and loss of profits and other loss or damage sustained by the Company shall be reimbursed by the Customer to the Company forthwith insofar as such exceed any advance payment actually made.

(c) Such acceptance of cancellation shall be of no effect unless in writing and signed by a Director of the Company

(d) In the absence of agreement a certificate of the Company's Auditors certified the amount of all such costs, expenses, loss of profits and other loss or damage as are referred to in Clause 10(b) above shall be conclusive and binding upon the Customer and the Company upon all matters of fact and opinion


The Company shall be under no liability for any delay loss or damage caused wholly or in part by reason beyond the reasonable control of the Company. If the circumstances preventing delivery or other performance of the contract are still continuing 3 months after the said circumstances have arisen, then either party may give written notice to the other terminating the contract except that the Customer shall be liable to pay the contract price less a reasonable allowance for whatever work has not before such notice been performed by the Company


(i) This contract shall be governed by and construed in all respects in accordance with the Laws of England.

(ii) All disputes under or otherwise arising from this contract shall be subject only to the jurisdiction of the English Courts.

(iii) Nothing in sub-clause (ii) above shall prevent the Company from pursuing any claims rights or relief under or arising out of this Contract in any Court or Tribunal where the Company would have been entitled so to do but for such sub-clause.


If any provision or condition herein shall be deemed void for any reason whatsoever, but would be valid if part of the wording herein were deleted such condition or provision shall apply with such modification as shall make it valid and effective


Any notice to be given hereunder shall be in writing and shall be deemed to have been duly given if sent or delivered to the party concerned at its address specified overleaf or such other address as the party may from time to time notify in writing and shall be deemed to have been served, if sent by post, 48 hours after posting


The rights and remedies of the Company shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by the Company nor by any failure or delay by the Company in asserting or exercising any such rights or remedies


The headings of these Conditions are for convenience only and shall have no effect on their interpretation


The Customer hereby agrees fully and completely to indemnify the Company in respect of all claims (and any related damages, losses, costs or expenses or like matters) made by any person or body whatsoever (other than the Customer itself) for injury to person or property or any other loss or damage caused by or in connection with or arising out of the use of the goods, the subject matter of this contract


Certain of the provisions of these Conditions of Business may in certain circumstances reduce, control or exclude obligations and liabilities between the Company and the Customer. Without giving any warranty, representation or assurance the Company proposes to arrange its affairs (including but not restricted to not seeking greater insurance cover or greater charges from the Customer) on the basis that these Conditions of Business are fully effective between the Company and the Customer. If the Customer is not content to be bound fully by these Conditions of Business it should, before entering into the contract in question, discuss with the Company whether any different terms can be agreed and if they are more favourable to the Customer the amount of any increase in the price to be charged to the Customer. Any variations from these Conditions of Business will only take effect if in writing and signed by a Director of the Company. The Customer should, in any event, obtain and maintain adequate insurance in respect of any loss that might arise to it from any negligence, delay or failure to perform on the part of the Company its servants or agents.

Legal Information


Vitalograph®, Spirotrac® and SafeTway® are registered trademarks of Vitalograph Ltd. and associated companies. ALPHA™, asma-1™, asmaPLAN™, BreathCO™, BVF™, COMPACT™, copd-6™, Gold Standard™, In2itive™, Pneumotrac™, PowerSAFE™, ResusBag™ and VitaloJAK™ are trademarks of Vitalograph Ltd.

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Legal Status

Vitalograph Ltd. is a company registered in the UK; registration no. 782675

VAT Registration number: GB 120 6257 08

Terms and Conditions © Vitalograph 2011 - 2021