1. ABOUT THIS DOCUMENT
1.1 What they cover
This document sets out our Terms & Conditions (referred to as the sale conditions).
We may change these sale conditions at any time, and any changes will take effect on the date they are posted on our web site. Those changes will not affect any orders you submitted before the change.
1.4 Exclusion of your terms of purchase
These sale conditions apply to the exclusion of your terms and conditions of purchase.
2.0 ABOUT US
We are, a company registered in the United States of America, with the Iowa Secretary of State. Our registered office is at 604 North Parkway Street, Wayland IA 52654
3. BUSINESS SALES ONLY
These sale conditions apply to all sales of goods by us to businesses and shall apply to all orders submitted.
In these sale conditions: the contract is the contract which incorporates these sale conditions; the contract documents are these sale conditions, the web & catalogue pages through which you ordered the goods, the descriptions and specifications of the goods on our web site, catalogues and leaflets, and our e-mails to you acknowledging and/or accepting your order; the delivery charges means the delivery charges for your order stated in the ordering web pages, catalogue, any order confirmation e-mail we send to you or advise at time of ordering; the delivery address means the delivery address you provided to us in your account or as stated in the ordering web pages or provided at the point of opening of the account or an address given at the point of order; the goods mean the goods you are purchasing under the contract; the price means the price of the goods as stated in the ordering web pages, catalogue or promotional leaflet and any order confirmation e-mail we send to you; the ordering web pages comprise your shopping trolley and the checkout and other ordering pages generated by our web site and sent to your browser’s specific to your orders; you and your means the person purchasing the goods from us; the web site means our web site through which you ordered the goods; and working or business day means Monday to Thursday, except bank or other public holidays.
5. HOW THE CONTRACT IS MADE
5.1 Your order
Your order to us is your offer to purchase the goods on these sale conditions, subject to our acceptance. You are entitled to withdraw your offer at any time up to the moment that we accept it.
5.2 Acceptance of your order
Your order is accepted, and the contract is made, when we send you an e-mail acknowledging or otherwise confirming receipt of your order, or if we do not send such an e-mail, when we despatch the goods or the first installment of the goods to you.
5.3 Declining your order
If we decline your order for any reason we will normally e-mail or telephone you to inform you, and give you our reasons. We will not normally accept any order until we have received pre-payment in full of the price, delivery charges, VAT and other amounts payable in respect of the order, unless you have a credit account with us and have not yet reached any credit limit. Other reasons may include that the price, offer, or product has changed or because any of the goods you have ordered are not available.
6. SALE AND PURCHASE
On acceptance of your order, we agree to sell to you and you agree to purchase from us the goods specified in the contract documents.
The goods will be the make and model of goods specified in the ordering web or catalogue pages or promotional leaflet, will correspond to the essential characteristics, description and specification set out in our web site or literature at the time of order. We will not be responsible for variations between the description of the goods on our web site/literature and the manufacturer’s specifications, and the latter shall prevail. We will also not be responsible for minor variations in specification, color or other design features, and no such minor variation shall entitle you to rescind the contract, reject the goods or be the subject of any claim against us.
8. CHARGES AND SALES TAX
You agree to pay the price, delivery charges and other charges stated in the ordering web pages/catalogue pages or, if advised at point of order, in accordance with the terms of the contract. The price, delivery charges and all other amounts payable under the contract are exclusive of value added tax which we may charge in addition at the rate applicable from time to time and which shall be payable at the same time as the amount on which it is charged.
9. PAYMENT TERMS
9.1 Payment With Order
Unless credit terms have been agreed, payment of the price, delivery charges, and all other fees and amounts must be made with your order.
9.2 Credit Account
If you have a credit account with us, then the price, delivery charges, and any other fees and amounts must be paid in cash or cleared funds within 30 days (or such other period we may have agreed in writing with you) of your order. Discounts are available if paid to terms; otherwise the full price becomes due for default payments.
9.3 Payment Methods
We accept payment by MasterCard, Visa, Solo and Switch, and such other cards as may be stated on our web site from time to time. Payment is deducted when we process your order if payment is due with order. If credit terms have been agreed, then we also accept payment by cash, cheque, and bank transfer. If you send payment by post, then you take the risk of the post. If your payment cannot be authorised or cleared for any reason we will tell you.
9.4 No Set-off
You must make all payments in full without set-off, deduction, counter-claim, or withholding.
If you fail to pay any amount on time, then we shall have the right to charge you, and you shall pay on demand, daily interest on the overdue amount such interest to run from the date when you should have paid it until the date you actually pay it (both before and after we obtain any court judgement) at the per-annum rate of 8% over the prime base rate.
10.1 Delivery Address
Delivery will be to the delivery address selected or provided by you in the ordering web pages or specified at point of order via any other channel. If no address was selected, then delivery will to the address at which your payment card is registered, or to any other address you have provided. Please note we only deliver per the Shipping terms located the FAQ & Instructions page of the MD Orthopaedic website. (http://www.mdorthopaedics.com/privacy-policy-terms-of-use)
10.2 Delivery Days
We only deliver on working days, being Monday to Friday, excluding public and bank holidays, within the working hours specified on our web site (or if not specified, between 8am and 6pm). Any statements as to delivery within a number of days should be read as working days, and if a bank or other public holiday falls within any delivery period then you should allow an extra two working days for delivery. If you order after 12.30 p.m., please calculate your delivery time as if your order had been placed the following working day. Please be aware some items may take longer.
10.3 Delivery Timescales
We will use reasonable efforts to deliver the goods by the delivery dates or within the delivery timescales stated in the ordering web pages/catalogues, or our standard delivery timescales stated on our web site, if a specific timescale has not been stated in the ordering web pages. However, delays are occasionally inevitable due to unforeseen factors beyond our control and therefore delivery times are not guaranteed. If we do not make a delivery date and we fail to deliver within a further 30 days, then you may cancel the contract and obtain a refund of any amounts you have paid under the contract. This shall be our sole liability and your sole remedy for late or non-delivery. Standard delivery timescales may not apply to remote areas.
We may make delivery of the goods by installments.
10.5 Failure to Receive the Goods
If delivery is attempted within our stated delivery hours and you are not present to collect the goods or you unreasonably refuse to take delivery of the goods, then we may charge you our reasonable costs of returning the goods to the depot, our reasonable costs of storage, and our reasonable charge for re-delivering the goods at another time. We may give you the option of collecting the goods from our depot or requesting further delivery attempts (at reasonable charge).
10.6 Delivery Note
All deliveries must be signed for before our carrier will release them to you. Signing for delivery is for simple proof of receipt purposes and will not affect any of your other rights. Please make sure you keep the delivery note received with your goods, as this will be important if you are returning the goods later on.
Unless an installation services applies to the goods, you will be responsible for unpacking and installation of any goods.
10.8 Inspection on delivery
When you receive the goods you should immediately inspect them for damage and faults, and you should inform us by end of the following working day if you do not consider that you have received the goods you ordered, and within 10 working days of receipt of the goods if you consider that the goods are faulty or damaged, otherwise the goods will be considered to have been correctly delivered, free from damage or faults and in good working order. This will be without prejudice to any damage or fault you could not have discovered on reasonable inspection of the goods.
Risk in the goods shall pass to you on delivery.
10.10 Retention of Title
Title to the goods passes to you on delivery, unless the price or any other amount payable by you is outstanding at delivery, in which case title is retained by us until you have paid in full the price and all other amounts payable under the contract. You agree that we may still sue for the full balance due, notwithstanding that title has not passed. You also agree that your right to possession and use of the goods shall cease if any amount payable by you under the contract becomes overdue, or you enter into liquidation or administration, and that we shall be entitled to enter any premises where the goods are kept for the purposes of repossessing them.
11. CANCELLATION RIGHT
11.1 Your right to cancel
To enable you to have a reasonable opportunity to try out the goods, we give you the right to cancel the contract in accordance with the following terms. You can do this by giving us notice before you receive the goods, or by giving notice no later than 14 days after the day you received the goods. We reserve the right to refuse a cancellation in our sole discretion if we believe in our reasonable opinion that this right is being abused (such as you are not genuinely using it just to evaluate the goods).
11.2 When can I NOT cancel?
You will not be able to cancel if:-
(a) the goods were made to your specifications or are personalised or made custom to and for you;
(b) the goods cannot be returned by reason of their nature (for example you have opened or used any pack of paper) or are liable to deteriorate or expire rapidly;
(c) the goods are software or audio or video products and you open any seals;
(d) the goods are damaged or marked in any way or have unreasonable wear or are otherwise not in a condition consistent with your having taken reasonable care of them;
(e) the goods are in a condition such that they cannot reasonably be re-sold at all or for more than 80% of their original value;
(f) you are not able to return the goods with all packaging, contents, documents, and other items supplied with or as part of the goods, including any free gifts; or
(g) you sell, transfer, hire or lend the goods or give ownership of the goods to any other person.
(h) the goods are classified as literature, orthopaedic footwear, custom orthopaedic footwear , training models and supporting orthopaedic aides.
11.3 How do I cancel?
If you wish to exercise your right to cancel then you can do this by one of the following methods:-
(a) telephoning us on the telephone number found in the Your Contact section of the website, with your order reference number to hand;
(b) writing to us at the address found in the Your Contact section of the website, quoting your order reference number.
(Don’t worry if you don’t have your order reference number to hand; this won’t affect your rights, but it will save time if you can quote it).
11.4 What must I do with the goods?
If you decide to return your goods you must stop using the goods immediately and you must immediately return the goods to us at the address in the United States of America we specify. We may in our discretion agree or decide to collect the goods from you, or send to you a pre-paid package (for example a jiffy bag) in which to return the goods to us. In such event you must make the goods available on request and promptly return any goods using any such package, or having the goods posted or couriered back to us. If you fail to return the goods to us, we may charge you our direct costs of collecting the goods from you. Until you return the goods to us you must hold the goods and take reasonable care of them, and if you send the goods back to us you must ensure that they are received by us and are not damaged in transit, otherwise your right of cancellation will cease. If you are not able to return the goods in a condition consistent with your having taken reasonable care of them, or with all packaging and other items supplied with the goods, we may charge you for any reduction in value of the goods as a result.
11.5 When do I receive my refund?
If you decide to cancel, we will refund you within 30 days of the date that you cancel, or if later, within 30 days of return of the goods to us, less any direct costs in recovering the goods which we are entitled to charge you, and less any other amounts that we are entitled to charge you under this Clause 11. We will not be required to refund any charge you paid for any extended cancellation period, extended warranty or enhanced rights over those set out in these Business Web Sale Conditions, or any delivery charges, and associated sales taxes.
12.1 Manufacturer’s Warranty
We hereby assign to you the benefit of all warranties and guarantees provided to us by any manufacturer or supplier of the goods. You are responsible for dealing directly with the manufacturer concerning claims under that warranty.
12.2 Our Warranty
We warrant that the goods on delivery will be of the description set out in the contract, will be new, will be in working order and will be free from material damage. Our sole liability and your sole remedy for breach of this warranty shall be one of the following (at our sole option):-
(a) we will endeavour to repair the goods;
(b) we will replace the goods with goods which do conform to the contract; or
(c) we will take the goods back and refund you all amounts paid by you under the contract.
We shall have no liability for any claims with respect to the goods not conforming to the contract, which are made later than 14 days after the date of delivery of the goods. If we elect to repair or replace the goods, then the balance of that 14 day period will apply to any repaired or replacement goods, plus the time taken by us to repair or replace. If we elect to repair or replace the goods and this proves not possible, or disproportionate, or we fail to do so in a reasonable time, then we may and will take the goods back and refund you all amounts paid by you under the contract.
12.3 Exclusion of Implied Terms
All warranties, terms or conditions implied by statute, common law, custom or otherwise as to the description, quality, fitness for purpose, or compliance with description or sample of the goods are hereby excluded to the fullest extent permitted by law.
13 LIMITATION OF LIABILITY
13.1 Meaning of “liability”
In the contract, references to our “liability” shall be to our liability to you for breach of the contract, our liability to you for negligence, breach of statutory duty, tort, or accidental or negligent misrepresentation, and any other liability we may have to you whatsoever and howsoever arising under, in connection with, or in the course of performing, the contract, or in connection with the goods.
13.2 Liability Not Limited
We do not limit or exclude our liability to you for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation, or to refund any payments made by you under the contract.
13.3 Excluded Types of Loss
Subject to the Clause 13.2, we shall have no liability to you for: loss of revenue, bargain, profit, anticipated savings, contract, business, expectation, use, production, or goodwill; any costs, expenses, liabilities, or commitments waste, suffered, incurred or entered into in reliance on the contract; any costs of purchasing substitutes or replacements for the goods elsewhere; any special, indirect or consequential losses; your liability to any third party; or loss or damage suffered by any third party.
13.4 General Limitation
With the exception of liability covered by Clauses 13.2, 13.4 and 13.5 above, our total liability for all events giving rise to liability to you in aggregate shall be limited to an amount equal to the price, delivery charges and other amounts payable by you under the contract.
14. FORCE MAJEURE
We shall not be liable to you for non-performance or late performance of the contract due to any matter beyond our reasonable control, including (without limitation) war, threat of war, terrorism, riot, civil commotion, public demonstration, blockade, or sabotage, the act of any government, government authority or legislature, industrial action (including our own employees), lightning, fire, explosion, storm, flood, earthquake, accumulation of snow or ice, or drought, shortages (including fuel, utilities, raw materials), vandalism, theft and other criminal action, interruption or failure of utilities, or anything of a similar nature affecting our carriers, sub-contractors or suppliers. If any such events mean that we have insufficient stocks or supplies to meet all of our contracts with you and other customers, we may decide in our sole discretion which contract to fulfill.
15. OUR RIGHT TO CANCEL OR VARY
(a) we are not able to supply any of the goods for genuine reasons beyond our control, for instance, because we did not have the goods in stock, or sufficient goods in stock to meet all our orders, and we are not able to obtain the goods from our suppliers at all or in time to meet the delivery timescales; or
(b) our web site and/or ordering web pages and/ catalogues and promotional literature contained any error, including in relation to the description or price of any of the goods; or
(c) if any of the goods are not in stock or insufficient goods are in stock to meet all our orders and cost of acquiring the goods to supply to you is higher than when your order was submitted or the cost of delivery is higher than when your order was submitted,
we shall be entitled to cancel the contract as a whole or in respect of those goods, in which case we will offer you a full refund, and we may also at the same time give you an offer to continue with your order subject to variations, or give an alternative offer, in which case we will identifying any changes to the goods, the price and delivery charges, and delivery timescales, and we will state how long that offer will remain open. These will be your only remedies and claims against us in such circumstances.
16.1 Entire Agreement
The contract documents constitute the entire agreement between you and us for the sale and purchase of the goods. No other communications or representations between you and us, whether written or oral, shall bind us, and you acknowledge that you have not relied on any representations from us in entering into the contract which do not form part of the contract documents. Any variation or alteration to the sale conditions shall only be binding upon us if made in writing and signed by a director. No employee, other than a company director, has authority to change the terms of the contract.
16.2 Assignment by customer
You may not assign, transfer, charge, or declare a trust over the benefit of the contract or any rights under it to anyone else without our prior written consent.
16.3 Assignment by us
We shall be entitled to assign the benefit of the contract and any debts under the contract.
16.4 Third Party Rights
The contract shall not benefit or be enforceable by any third party.
We may sub-contract our obligations under the contract.
16.6 Invalid Terms
Each of the terms of the contract is separate and severable, and if any term is held to be void or invalid, it shall be severed, and the remaining terms shall continue in full force.
We may on occasion, at our sole and absolute discretion, decide not to exercise or wait before exercising our rights. If we do so, we shall still be entitled to insist on the strict terms of the contract later on.
16.8 Law and Jurisdiction
The contract shall be governed by the laws of the United States of America having jurisdiction in Henry County, Jefferson Township, city of Wayland, state of Iowa.