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TERMS AND CONDITIONS
Welcome to the terms and conditions for the BPA and MICROLIFE Promotion Online Shop!
The services available at http://www.promotionbpa.com are provided by Microlife Health Management Ltd. , located at Victor House, 10 Broad Street, Abingdon, Oxon, OX14 3LH, UK These terms and conditions are effective from September 25th until further notice.
1. What is this document? This document describes the terms and conditions applicable to transactions available under the domain http://www.promotionbpa.com These terms and conditions are in full compliance with applicable European Union legislation, especially in regards to data protection, distant selling and e-commerce rules, which implies that consumers’ rights shall not be restricted by MICROLIFE. You must read, agree with and accept all of the terms and conditions contained in this document.
2. Transactions Entities Transactions refer to online offers, acceptances and/or contracts of sale made and/or entered into by any individual or legal entity (hereinafter the "Buyer") accessing, for professional or non-professional purposes, in his name and for his account or in the name or for the account of another individual or entity, the web site referenced to under, notably, the promotionbpa domain (hereinafter the "Web Site") operated by MICROLIFE Health Management Ltd., registered under nº 4491287, VAT nr GB798014403 (hereinafter the "Seller").
3. Terms and conditions applicability These terms and conditions shall apply to any offer, acceptance and/or contract of sale between Seller and Buyer made and/or entered through the Web Site or the Online Sales Call Center. Offers or acceptances may be communicated orally, delivered in person or by telephone or in writing, delivered by regular mail, hand delivery, overnight courier, facsimile or electronic mail. Additional or conflicting terms from those in these terms and conditions in an offer or acceptance by Buyer or communicated by any other means to Seller are expressly objected to and shall not be deemed accepted by Seller unless Seller's acceptance thereof is in writing and specifically refers to each such additional or conflicting term.
4. Online Contract Online steps brief description
Buyers are requested to give their contact details and address (step 1). The second step involved in completing the online contract relates to credit card details.
Buyers are eventually requested to expressly accept a confirmation page (step 3).
Seller ensures than all such data are communicated through secure web channel (i.e. encrypted communication – SSL connection)
Seller uses appropriate technical means to allow buyers to spot and correct errors made while filling out the order forms.
Seller takes adequate steps to store order forms and any relevant document relating the sales transactions.
Contract formation
Any contract of sale shall only be deemed entered into between Seller and Buyer upon issuance by Seller of the relevant shipping slip. The order confirmation email sent by Seller shall therefore not be deemed to amount to a legal offer.
Without prejudice to article 9, second paragraph, as far as consumers (i.e. any individual or entity acquiring products or using services from the Buyer for exclusively non-professional purposes) are concerned, and unless otherwise expressly provided by Seller, no presentation of any product and/or service shall be deemed to amount to a legal offer
It is agreed that each
delivery instalment will give rise to a separate contract subject to these
terms and conditions, it being agreed, however, that Seller will be entitled to
suspend and/or cancel any contract, to exercise its retention title or to set
off any amount due, and this in respect of any other contract with Buyer. Contract formation location
Unless otherwise provided, any and all contracts subject to these terms and conditions shall be deemed entered into in the country and at the place of the Seller's principal establishment, i.e. Grâce-Hollogne, Belgium.
5. Delivery – Force
Majeure All shipping and delivery dates are given for information purposes only and are not binding. Seller shall take reasonable steps to execute the order within 30 days from the order confirmation email.
Seller shall not be
responsible for any prohibition, failure, interruption or delay in manufacture
or delivery which may be caused by sabotage, fire, flood, explosion, labor
dispute, strike, lock-out, work stoppage, riot, insurrection, war, act of, or
priorities granted by request of or for the benefit, directly or indirectly, of
any governmental body, authority or agency, shortage of raw materials or
supplies, act of God, insufficient capacity, or other cause beyond Seller's
control. In the event of any such prohibition, failure, interruption or delay,
Seller may, at its option, extend the delivery time or cancel the order, in
whole or in part. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS
OF PROFITS, LOSS OF TURNOVER, LOSS OF SAVINGS, LOSS OF BUSINESS, LOSS OF
CLIENTELE, LOSS OF DATA, THIRD-PARTIES' CLAIMS, OR CLAIMS FOR LABOR RESULTING
FROM ANY FAILURE OR DELAY IN DELIVERY.
6. Compliance with Laws
- Export Control Seller intends to comply with all laws or regulations applicable to the performance by Seller of each contract, provided, however, that any failure of Seller to so comply shall not be a defense to, or excuse Buyer from, performance by Buyer of any order. The sale, resale or other disposition of ordered items are subject to the export control laws, regulations and orders of Belgium and may be subject to the export and /or import control laws and regulations of other countries. Seller retains the right to cancel or delay delivery of any order at any time or amend the terms thereof, without penalty or liability of any nature, as required with respect to any export or import law, regulation, order, license or approval that Seller reasonably determines may be required. Buyer agrees to comply with all such laws, regulations, orders, licenses or approvals, and acknowledges that it shall not directly or indirectly export any materials to any country to which such export or transmission is restricted or prohibited. Buyer acknowledges its responsibility to obtain any license to export, re-export or import as may be required.
7. Warranty - Claims –
Limitations of liability Subject to these terms and conditions, the warranty provided with
the respective ordered item shall be applied to the respective items purchased
by Buyer.
Buyer shall not be
entitled to invoke apparent defects and/or non-conformities if he fails to
notify Seller thereof, immediately upon receipt for missing or damaged
packages, and within two (2) business days (in Belgium) following receipt of
the ordered items for other defects and/or non-conformities, or, if applicable,
within any more stringent deadline provided by the applicable transport regulation
or contract. Buyer shall notify Seller of hidden defects or hidden
non-conformities within thirty (30) days of discovery and no later than ninety
(90) days of the delivery of the non-conforming or defective item. No claim
shall be allowed by any party other than the Buyer. Any claim for breach of
this express warranty that is not made within the timeframes set forth herein
shall be void. Unless otherwise agreed to in writing by Seller, Buyer shall set
aside, protect, and hold the item at stake without further processing until
Seller has an opportunity to inspect and advise of the disposition, if any, to
be made of such item. In no event shall any item be returned, reworked, or
scrapped by Buyer without the written authorization of Seller.
Seller will, as Buyer's
sole and exclusive remedy and at Seller's option, replace or, without
replacement, render credit for any item sold to Buyer which, if properly
selected, stored, processed and used by the Buyer shall prove and notify as
being defective or non-conforming as per the previous paragraph. Seller's
material shall be deemed defective only to the extent that it materially
deviates from the chemical, physical, and mechanical portions of producer's
applicable specifications, as published by the relevant producer or resulting
from the nature of the sold item, and Seller's standard manufacturing and
commercial tolerances, variations and practices. Warranty and Service Policy - Microlife warrants that the Blood Pressure Monitor that is offered for sale on this Internet website complies in all respects with all relevant statutory standards, is free from defects in material and workmanship and will, under normal use and service, perform its function for a period of thirty-six (36) months’ from the date of delivery. - Microlife’s warranty shall only apply if the Blood Pressure Monitor is used in accordance with the instructions enclosed with the product. The warranty shall not apply and shall become void to any defects caused by any reason for which Microlife is not responsible, such as but not limited to, inappropriate handling (e.g. overstress, improper use), inappropriate storage, improper training by a third party on how to use or as a result of modifications or repairs performed by other persons than Microlife’s personnel or any other person that has been authorized to repairs by Microlife. - Microlife’s warranty does not apply to any free promotion gift (e.g. pedometer) that may be enclosed with the Blood Pressure Monitor. Microlife’s guarantee is valid only on presentation the till/invoice receipt. Batteries, cuff and wearing parts are not included. - Microlife’s warranty is exclusive and in lieu of other warranties expressed or implied, including all implied warranties of merchantability and fitness for any particular purpose or application. Microlife shall not be liable for lost profits or goodwill or any other incidental or consequential damages. - In the event of any defect of the Blood Pressure Monitor under Microlife’s responsibility customer need to return the defect monitor and obtain a new monitor in exchange. - In the event the Customer is not fully satisfied with the Blood Pressure Monitor for any reason whatsoever, the customer shall contact the Microlife Service Center for support and/or advice and may return the product and any possible promotion gift that was enclosed with the Blood Pressure Monitor within 7 days from the date of receipt of the product and Microlife will refund the customer the full purchase price. Any returned product shall be sent by registered mail, by courier or by any other traceable post to the Microlife Service Center at the address below at customer’s cost. The time limit of 7 days is observed if the returned product is delivered to the Microlife Service Center at the address below within the given term. In the event of a conflict, customer must prove proper shipment of the returned product. - In the event customer has received a Blood Pressure Monitor and a free pedometer as a promotion gift, and customer returns only the Blood Pressure Monitor, the cost of the promotion gift, e.g. GBP 8.00 for a pedometer, will be deducted from the amount of refund. No refund shall be paid for any returned promotion gift. In the event the customer returns a non-defective Blood Pressure Monitor later than 7 days after receipt of Microlife’s shipment, no refund shall be paid. In the event of a conflict, customer must prove timely shipment of the returned product.
Samples
Samples supplied by
Seller are solely for the purpose of evaluating the suitability of such
material or services for potential use and, as such, the samples are not
intended to serve as warranties of any type, either express or implied.
Buyer shall have sole responsibility for selection and specification of the goods or services appropriate for the end use of such goods or services, even if Buyer has informed Seller of the end use for such goods or services. Buyer acknowledges that it alone has determined that the materials purchased or processed hereunder will suitably meet the requirements of their intended use.
Limitation of Liability
TO THE FULL EXTENT PERMITTED BY LAW, SELLER SHALL NOT BE LIABLE TO BUYER OR ANY OTHER PERSON OR ENTITY FOR, AND BUYER RELEASES SELLER FROM ANY AND ALL LIABILITY FOR NEGLIGENCE BY SELLER WITH RESPECT TO ANY ACTIVITY ENGAGED IN BY SELLER WITH REGARD TO THE GOODS OR SERVICES SOLD HEREUNDER AND FROM ANY AND ALL LIABILITY IMPOSED UPON MANUFACTURERS OR SELLERS OF GOODS OR SERVICES UNDER ANY PRODUCT LIABILITY THEORY OR UNDER ANY SIMILAR LEGAL THEORY. SELLER SHALL NOT, UNDER ANY CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, DELAY IN DELIVERY, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY, OR USE OF MATERIALS SOLD OR PROCESSED BY SELLER, BE LIABLE TO BUYER OR ANY OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF TURNOVER, LOSS OF SAVINGS, LOSS OF BUSINESS, LOSS OF CLIENTELE, LOSS OF DATA, THIRD-PARTIES' CLAIMS OR CLAIMS FOR LABOR. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL SELLER'S LIABILITY FOR DEFECTIVE MATERIAL SOLD TO BUYER EXCEED THE PURCHASE PRICE THEREOF.
Returns
Returns must be made in
accordance with the "Return Policy" attached to these Terms and
Conditions that forms integral part hereof. Any return made otherwise will be
regarded as null and void and will not give rise to any of the warranties at
charge of the Seller.
Prices
and Freight All quoted prices, extras (including applicable surcharges), and all freight or transportation rates, are subject to change, without notice, to reflect Seller's prices and extras, and applicable VAT, freight or transportation rates, in effect as of the date of shipment or of invoicing. Unless otherwise agreed, freight will be charged from the point of original manufacture or processing. For orders outside the EU (European Union), local customs/sales tax will apply.
Any excise, levies or taxes, including VAT where applicable, which Seller is required to pay or collect, under any existing or future law or regulation (domestic or foreign), upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the material covered hereby, shall be for the account of the Buyer, and Buyer agrees to pay the amount thereof to Seller upon request.
9. Title - Security Interest
Title Retention
Failure by Buyer to make any payment due hereunder, or on request to give proper shipping instructions, or to accept delivery at times stated, or to comply with all terms of any contract between Buyer and Seller shall give Seller, in addition to all other available remedies, the right at its option to deduct any undelivered quantities of material from the total quantity of material to be furnished whether under this or any other contract between Buyer and Seller. Title to and ownership of materials shall be retained by Seller until Seller receives payment from Buyer for said materials.
Security Interest
To the extent enforceable under any applicable law, Buyer hereby grants to Seller a security interest (which shall be deemed a purchase money security interest) in all goods and materials provided to Buyer by Seller or upon which Seller performs services for Buyer, to secure payment by Buyer for all such goods, materials or services. In the event of non-payment by Buyer of any debt, obligation or liability now or hereafter incurred or owing by Buyer to Seller, Seller shall have all rights of, and all the remedies available to, an unpaid secured creditor at law or in equity. Buyer agrees, and, to the extent permitted by law, Seller is authorized to, execute and file whatever documents are necessary, including security agreements or financing statements, to evidence and perfect the security interest granted by this paragraph.
An order is immediately binding upon Buyer and cannot be modified or cancelled by Buyer without the written consent of Seller.
The above is without prejudice to any mandatory right of the Buyer, as a consumer as defined under article 1 of these terms and conditions, to waive the purchase of ordered items, for free and without having to give the reasons therefore, within 7 (seven) opening days as from the next day following the delivery of the relevant items, this without prejudice to the cases where such right would be validly limited or excluded by the Seller for certain products or categories or products.
12. Payment Terms Unless otherwise
specifically stated on a document of sale furnished by Seller or agreed to in
writing and signed by Seller and to the extent permitted by the applicable law,
the terms of payment for each order without setoff shall be net cash GBP by
credit card. The unpaid portion of any amounts due to Seller shall
automatically bear interest at the Belgian legal rate increased by 3 %, as from
the due date and without notice and shall be increased by a lump sum indemnity
equal to 12 % of the amount due in principal. 13. Adequate Assurance
Seller may, at any time
or times, suspend performance of any order or require security or other
adequate assurance satisfactory to Seller when, in Seller's opinion, the
financial condition of Buyer or other grounds for insecurity warrant such
action.
Buyer shall not assign any order or any interest therein without
the written consent of Seller. Any such actual or attempted assignment without
Seller's proper written consent shall entitle Seller to cancel such order upon
notice to buyer. 15. Intellectual
Property & Indemnification Seller will defend Buyer against any claim based on an allegation that an ordered item infringes a patent or copyright of another, and Seller will pay any resulting costs, damages, and attorney's fees finally awarded against Buyer that are attributable to such claim or will pay the part of any settlement that is attributable to such claim ; provided, that (i) Buyer notify Seller promptly in writing of the claim, (ii) Seller is permitted to control the defense or settlement of the claim, and (iii) Buyer cooperates reasonably in such defense or settlement at Seller's expense.
In its defence or settlement of any such claim, Seller may (i) procure for Buyer the right to continue using the item at stake, (ii) modify such item so that it becomes non-infringing, or (iii) replace it with an equivalent one not subject to such claim. If the use of any item furnished under any contract subject to these terms and conditions is enjoined and none of the preceding alternative is reasonably available to Seller, Seller will provide Buyer an opportunity to return the item and receive a refund of the purchase price paid, less a reasonably allowance for use.
16. Data Protection Seller acknowledges that personal data protection and privacy rights are paramount.
Seller describes BPA and MICROLIFE Promotion Online Shop personal data practices in the BPA and MICROLIFE Promotion Online Privacy Policy which is incorporated by reference hereto and is therefore binding to Buyer.
Buyer is recommended to read the said privacy policy which it will also have to agree upon during the online purchase process.
17. Merger Clause -
Entire Agreement - Modification of Terms These terms and conditions and sales documentation constitute the entire contract between Seller and Buyer. To the extent that any terms in the sales documents and these terms and conditions conflict, the terms on the front of Seller's sales documents shall control and prevail. No modification hereof shall be of any force and effect unless in writing and signed by the party claimed to be bound thereby. A waiver of any of the terms or conditions hereof shall not be deemed a continuing waiver, but shall apply solely to the instance to which the waiver is directed. If any portion of these terms and conditions is declared to be unenforceable by a court of competent jurisdiction, all other portions shall be considered to be valid and enforceable to the extent that they are reasonably severable. The headings contained in these terms and conditions are for convenience of reference only and are not intended to have any substantive significance in interpreting this document.
18. Governing Law –
Jurisdiction - Arbitration These terms and conditions, sales documentation of Seller accompanying them and any agreement subject thereto shall be governed by, and construed in accordance with the laws of UK without application of the conflict of law principles thereof and of the 1980 U.N. Convention on the International Sale of Goods.
The courts located in
UK will have exclusive jurisdiction on disputes between the Seller and the
Buyer and the parties hereto consent to be subject to the jurisdiction of such
courts, this without prejudice to the jurisdiction of any other court to allow,
permit, facilitate and/or ensure the effective enforcement of any court
decision. Seller does not adhere nor subscribe to any ADR system (Alternative Dispute Resolution)
SCHEDULE 1 - RETURN
& REFUND POLICY Defective/Non-conformity products
MICROLIFE strives to have you completely satisfied with your purchase(s). Please check your order/receipt as soon as it arrives to ensure you have received the intended content(s), in the right conditions. Inform our Online Sales Call Center of any missing or damaged packages immediately upon receipt, and of other apparent defect or apparent non-conformity within two (2) business days of your receipt.
Consumers’ right of withdrawal
As regards the abovementioned right of withdrawal, please note that consumers bear the duty of care whilst the goods are in their possession.
Any such exercise of the right of withdrawal shall be timely notified in writing (fax, email, registered mail) to MICROLIFE service centre . Address: 64 High St. Wainfleet, Lincs PE24 6DA, UK Fax number: 0207 990 9001 Free call : 0800 022 6146 Email: promotion.bpa@microlife.ch
As mentioned in the order confirmation email, return costs associated with the exercise of the right of withdrawal shall be borne by consumers.
Consumers shall be refunded by MICROLIFE within 30 days from notice of the exercise of the right of withdrawal.
Refund includes all monies paid by consumers except local customs/sales tax that may apply outside the EU.
Procedure to be followed for returns:
If necessary, MICROLIFE service centre will reship your order to you ASAP. (Please note all items are subject to their availability).
Queries & Complaints
For any further information and any queries or complaints related to MICROLIFE services, our Online Sales Call Center is open from 08:30 till 17:30 local time (London), and attainable at the following toll free numbers:
UK: 0800 022 6146
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