General Sales Terms and Conditions
1.1 In these general terms and conditions
(a) RioBlush shall be understood to mean RioBlush UK Ltd with registered office at, 26 York Street W1 W1U 6PZ, London registered with the Companies House under number 06463289.
(b) Buyer shall be understood to mean: any legal entity or person that has made, or wishes to make, an agreement for the purchase of goods with RioBlush.
2.1 These general terms and conditions shall apply to all agreements between RioBlush and the Buyer, except in so far as RioBlush and the Buyer have agreed otherwise in conformity with the provisions of article 2.2
2.2 If any provisions in these general terms and conditions are contrary to a provision in the agreement made between RioBlush and the Buyer, the provision in the agreement shall prevail. Deviations from these general terms and conditions shall only be valid if previously expressly agreed upon in writing with RioBlush and they shall only apply to the specific offer or agreement for which they have been agreed upon.
2.3 If any provision in these terms and conditions is invalid or is nullified, the other provisions shall remain fully effective and Buyer and RioBlush shall consult with one another in order to replace the provisions in question by provisions that approximate the objective and purport of the said provisions as closely as possible.
2.4 CUSTOMER ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT IS DEEMED TO OCCUR: (a) FIVE (5) BUSINESS DAYS AFTER BUYER'S RECEIPT OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; (b) WHEN BUYER TAKES POSSESSION OF ANY OF THE PRODUCTS FROM SELLER; OR (c) THE SELLER'S RECEIPT OF WRITTEN CONFIRMATION FROM CUSTOMER OF ITS ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; WHICHEVER OCCURS FIRST.
3.1 All quotations and offers made by RioBlush shall be free of obligation unless the quotation expressly states otherwise. Unless otherwise indicated, all prices are indicated in £ GBP, exclusive of tax/vat, freight & forwarding and insurance costs.
3.2 All agreements are always based on prices and rates as they are current at the time the agreement is made. For agreements with a duration of one (1) month or more (between date of purchase and delivery date) RioBlush shall have the right to charge for any price increases, for example increases imposed by the authorities, manufacturing prices, currency rates etc, to the Buyer.
4.1 Orders received from the Buyer are binding upon Buyer regardless of the form in which they are given to RioBlush. RioBlush accepts an order if a written order confirmation (Proforma invoice) is sent to Buyer within 48 hours after receipt of an order.
4.2 Buyer is required to verify the correctness of the order confirmation within 48 hours. The content of the order confirmation then becomes binding upon Buyer; ALL SALES ARE FINAL.
4.3 Verbal agreements and changes in any agreement shall not be effective until RioBlush has expressly confirmed them in writing.
4.4 Buyers entering into transactions with RioBlush expressly warrant that they are authorised to accept and are accepting these Terms and Conditions not only for themselves but also as agents for and on behalf of all other persons who are, or may become, interested in the Seller’s goods, whether in whole or part.
5.1 The delivery times indicated by RioBlush are not to be regarded as a commitment. The delivery time indicated by RioBlush will be taken into account to the fullest extent possible but apply only as an estimate.
5.2 Buyer is not entitled to dissolve the agreement and/or claim compensation for damages on the basis of any breach of the indicated delivery time.
5.3 The Buyer agrees that Section 32(3) of the Sale of Goods Act 1979 shall not apply to Goods sent by the Seller.
6 Transfer of Risk
6.1 Buyer shall be obliged to receive the products presented by RioBlush for delivery immediately after presentation at the agreed address and during the agreed part of the day. All costs and losses caused to RioBlush due to a refusal to take delivery, or otherwise due to Buyer not accepting (part of) the products ordered by Buyer shall be for Buyer’s account, including any storage costs.
6.2 From the time when products have been delivered or presented for delivery in accordance with the previous clause Buyer shall bear the risk for such products.
7.1 Buyer shall pay all invoices on receipt unless an alternative has been agreed in writing by prior arrangement with RioBlush. Buyer shall not have the right to suspend or offset any payment.
7.2 The Buyer shall make all payments for goods or services to RioBlush at the time of placing the order.
7.3 If applicable, the Buyer shall set up a direct debit payment arrangement with the Seller.
7.4 RioBlush may, at its sole discretion, accept payments by credit card, cheque, debit card or BACS/SWIFT transfer and may charge an additional processing fee.
7.5 If Buyer is approved for a payment plan, RioBlush shall be entitled to charge an interest rate of 12% above prevailing Barclays Bank PLC base rate until debt is completely paid off.
7.6 If Buyer fails to make a timely payment, RioBlush shall be entitled to charge interest at 8% above prevailing Barclays PLC base rate, under the Late Payment of Commercial Debts (Interest) Act 1998, on the outstanding balance, and/or an administrative fee of £75.00, for each month in default to the Buyer as well as all costs caused by the default, such as collection charges, legal and extra judicial costs.
7.7 If Buyer is on an instalment plan is in default for more than 60 days, RioBlush may require that the remaining balance be paid in full.
7.8 RioBlush will be entitled to suspend delivery of subsequent Orders, deny any warranty service requests, nullify any agreed discounts and/or any other special arrangements until the outstanding amount has been received and account is current.
8.1 RioBlush offers a twelve (12) month warranty on its devices. All warranties on the products delivered shall cease to be effective if:
(a) the products delivered have been handled by persons other than those appointed by RioBlush;
(b) defects of the products delivered are due to negligence or inexpert use;
(c) the products delivered are not used in conformity with the agreed or intended purpose;
(d) defects have been caused by or are the result of defective materials or services supplied, mounted or removed by or on behalf of the Buyer;
(e) non-RioBlush supplied and/or approved consumables/disposables/supplemental attachments (e.g., tubing sets) are used.
(f) per-patient tubing sets are not disposed of after each patient.
(g) customer is in default of payments and/or is more than 30 days past due.
8.2 This warranty is non-transferable and is void if the device is sold, bartered, traded, or auctioned to a third-party.
9.1 In no event shall the RioBlush be liable to the Buyer for any loss of business, loss of opportunity, loss of profits, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of contract, loss of use, loss or corruption of data or information or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses whatsoever (howsoever caused) which arise out of or in connection with the Agreement. This shall apply even where such a loss was reasonably foreseeable or RioBlush had been made aware of the possibility of the Buyer incurring such a loss.
9.2 Buyer agrees to indemnify RioBlush from any liability resulting from malpractice, negligence, or other claims against the buyer or user of company devices and as such, liability is limited to claims resulting from manufacturing defects or product malfunction.
9.3 Any compensation shall be limited to the amount paid out by the liability insurance in the case in question. The total liability (including liability for loss caused by death or injury) shall be limited to compensation of the direct loss. In all cases the total amount of compensation shall not exceed GBP £15,000-.
9.4 RioBlush cannot be held liable for indirect losses including consequential losses, loss of profit, lost savings and losses caused by work interruption.
9.5 Buyer shall hold RioBlush and its staff and agents harmless from any and all liability for claims from third parties on account of product liability or other claims caused by products handled by RioBlush.
9.6 Any liability on the part of RioBlush can only be accepted after proper information by Buyer in writing without any delay and leaving RioBlush the possibility to mend or replace goods.
9.7 The buyer agrees that the RioBlush CO2 RioJuvenation Device is a medical device and as such, should only be operated by a qualified and RioBlush trained physician, medical doctor, or other “qualified” practitioner (as defined by local laws governing the use of medical devices) under direct supervision of a trained physician or medical doctor. RioBlush does in no way accept liability for incorrect usage, by qualified or unqualified medical practitioners, of the machine and its supplementary equipment.
9.8 The buyer agrees to maintain safe and hygienic practice when operating the RioBlush CO2 device and acknowledges the need to use new consumables/disposables, (including, hypodermic needles/syringes and RioBlush approved disposable tubes and filters with each new patient treated).
9.9 The buyer also agrees to have received a copy of the User Manual and agrees to check all external valves, regulators, gas connections and other parts on an on-going basis to ensure proper functioning as described in the User Manual.
10 Ownership of Products
10.1 All products delivered by RioBlush shall remain the property of RioBlush until Buyer has paid all debts to RioBlush.
10.2 In case of non-payment of receivable amount, suspension of payment, petition for a moratorium, bankruptcy, the appointment of an official receiver, death or liquidation of Buyer’s business, RioBlush shall be entitled, without serving a notice of default on Buyer and without any legal interventions, to cancel the order, or that part of it that still has to be delivered and to claim back as its property that part that may have been delivered and has not or not fully been paid for, without prejudice to its rights to claim compensation for any losses it may have suffered. The costs of recovering or claiming back the products shall be for Buyer’s account. For then and in that case Buyer now hereby authorises RioBlush and its assignees and agents to enter its sites and buildings.
11.1 Immediately after receipt of the goods, Buyer shall convince itself that the products delivered are in conformity with the agreement.
11.2 If it is Buyer’s opinion that the products are not in conformity with the Agreement, Buyer shall inform RioBlush at once. Moreover, Buyer shall inform RioBlush to that effect in writing as soon as possible but in any case within 3 days after delivery, precisely stating the nature and grounds for the complaint.
11.3 If it is Buyer’s opinion that the invoice is not in conformity with the agreement, Buyer shall inform RioBlush to that effect in writing as soon as possible but in any case within 3 days after the date of the invoice, precisely stating the nature of the incorrectness.
11.4 Any defects that are not at once recognizable to Buyer shall be indicated to RioBlush in writing within 8 days after Buyer can reasonably be expected to have discovered them, but in any case within 1 month after delivery date.
11.5 In case of a well- founded complaint RioBlush shall have the right to repair/replace the products or take back the product and compensate the Buyer for (part of) the purchase price.
11.6 In so far as these general terms and conditions do not provide otherwise, any rights to institute a claim, or other rights that Buyer may have for any reason whatsoever, against RioBlush in connection with the performance by RioBlush shall be null and void, in any case for one year after Buyer has become aware of the existence of such rights, but in any case for four years after delivery.
11.7 Non-compliance with the provisions of this article shall result in the extinction of rights.
12 Force Majeure
12.1 Strikes, transport difficulties, extreme weather conditions, fire, war, acts of terrorism, government measures including, in any case, import and export prohibitions, quota restrictions and interruptions of work at RioBlush or its suppliers or agents, as well as non-performance by its suppliers or assisting staff, as a result of which RioBlush is not or no longer able to meet its obligations towards Buyer shall in all cases be considered force majeure.
13 Choice of law and legal jurisdiction
13.1 The laws of the United Kingdom shall exclusively apply to all agreements and offers made by RioBlush. The Convention on the International Sales of Goods will not be applicable.
13.2 All disputes shall be settled by the competent court of United Kingdom, to the exclusion of all other legal tribunals.
14.1 The parties acknowledge and agree that all information provided by either party under this Agreement and which is marked as proprietary or confidential or which from its nature or the context in which it is given should reasonably be understood to be confidential shall be deemed "Confidential Information" for purposes of this Agreement (including RioBlush sponsored clinical studies, internal documents and memos, training materials, and technical & user manuals). The parties agree not to use any Confidential Information of the other party for any purpose other than as permitted or required for performance under this Agreement and not to disclose or provide such Confidential Information to any third party, and to take all necessary measures to prevent any such disclosure by its employees, agents, contractors or consultants.
15 Sales & Marketing
15.1 Buyer agrees to abide by RioBlush’s Marketing Communications terms regarding the use and promotion of the RioBlush brand and its associated products.
16 Sales & Return Policy
16.1 All sales are final. 16.2 WE DO NOT ACCEPT RETURNS on the RioBlush RioJuvenation CO2 medical device, unless item was damaged during transit or there is a defect in material workmanship and the provisions under section 11 are followed.