1. General

1.1 These conditions of sale shall form part of all contracts for the supply of goods by Paul Hartmann limited (hereinafter called “the Company”.) to any other person, body, or company (hereinafter called “the Buyer”).

1.2 Quotations are given and orders are accepted by the Company only upon the company's standard conditions of sale as printed herein which shall apply to the exclusion of all other conditions or terms to all contracts for the sale of goods by the Company unless (and then save only to the extent that) they are expressly excluded or varied in writing signed by a director of the Company.

2. Prices

2.1 Unless otherwise stated all prices quoted for goods are inclusive of carriage to the Buyer's premises (or such other address as may be notified to the Company) in mainland Great Britain.

2.2 Where prices quoted are expressed to be inclusive of VAT at the price payable to the Buyer shall be subject to adjustment for any change in the rate of VAT chargeable on the supply of goods between the date of quotation or contract and the date upon which the contract is performed or the relevant tax point.

3. Payment

3.1 Payment of the invoice price shall be made in full by the Buyer for the goods in cash within 30 days of the date of invoice by the Company.

3.2 Without prejudice to the Company's right to prompt payment the Buyer shall pay interest at the rate of 2% per month on the balance of any invoice or other sum remaining unpaid from the due date of payment of the same until the date of actual payment and shall in addition reimburse the Company all reasonable costs and expenses (including legal costs) incurred in the collection of any overdue balance or accounts.

3.3 Time for payment is of the essence of the contract and any liabilities on the part of the Company shall be subject to the terms of payment and to all other obligations on the part of the Buyer being strictly observed.

4. Delivery and Risk

4.1 Unless expressly stated to the contrary by the Company any date or times quoted by the Company for despatch or delivery of the goods to the Buyer are given and Intended as estimates only and shall not be deemed to be of the essence of the contract. The Company shall not be liable to the Buyer in any way for loss or damage arising due to delivery or despatch of the goods at a date later than that quoted howsoever caused.

4.2 Delivery of the goods shall be deemed to be made immediately upon arrival of the goods at the Buyer's premises (or such other address notified to the Company and agreed for delivery) prior to unloading whereupon risk In the goods shall pass to the Buyer. The Company does not accept any responsibility for any loss or damage to goods arising during unloading.

4.3 The Company reserves the right in its sole discretion to make delivery of the goods by instalments and to tender a separate invoice for each instalment setting out the invoice price for each such instalment. Payment of the invoice price for any such part delivery of the goods must be made strictly in accordance with condition 3.

5. Property

Property in the goods sold or agreed to be sold shall not pass to the Buyer until the later of the dates upon which risk in the goods passes to the Buyer or the Buyer makes payment in full to the Company of the invoice price for the goods. The Company shall however be entitled to bring an action against the Buyer for the invoice price (or any part thereof unpaid) at any time after the due date for payment of the same. Until property of the goods shall have passed to the Buyer the Company may recover possession of such goods from the Buyer and re-sell such goods and for that purpose the Buyer agrees that the Company, its servants and agents may enter upon any land or building upon which the goods are situated.

6. Damage or Non-Delivery

The Company shall not be liable for any damage to the goods in transit or short delivery or loss of the goods unless in the case of damage in transit or short delivery separate notices in writing are sent to the Company and to the carrier by the Buyer within 3 days of receipt of the goods, or in the case of loss of the goods, notice in writing Is given to the Company within 7 days after the date of invoice of the goods.

7. Returns

Where orders have been processed and goods dispatched in accordance with a customer's instructions, no returned goods are accepted from 60 days after the date of invoice. Any credit due for goods returned within 60 days from the date of invoice may be adjusted in value at the Company's absolute discretion to account for the saleable condition of the goods. Carriage costs for goods thus returned shall be the customer's responsibility.

8. Warranty and Exclusion

8.1 If within 6 months after delivery of the goods the Buyer notifies the Company in writing that the goods are defective and gives to the Company all reasonable facilities to investigate the alleged defects, then provided that the Company is satisfied that the defects have arisen prior to delivery of the goods to the Buyer solely due to defective production or manufacture of the goods and that there has been no omission or neglect on the Buyer's part in dealing with the goods, the Company warrants that it will in its absolute discretion either replace the defective goods with identical goods or with goods of comparable quality or issue to the Buyer a credit note to enable the Buyer to order from the Company new goods free of charge. Payment for the alleged defective goods shall not be withheld by the Buyer pending investigations by the Company.

8.2 Except as provided In Clause 8.1 above, there are excluded from the contract with the Buyer all conditions, guarantees or warranties whatsoever whether express or which but for these conditions of sale would or might be deemed to be implied by statute or common law. Provided that nothing herein shall be construed or applied so as to exclude the Company's liability under the provisions of Section 12 of the Sale of Goods Act 1979 or for death or personal injury arising from the Company's negligence (as that term is defined in the Unfair Contract Terms Act 1977).

8.3 In no event shall the Company be liable for any consequential or indirect loss suffered or incurred by the Buyer in consequence of any act omission or default of the Company.

9. Force Majeure

Should delivery of any of the goods be prevented or delayed by reason of any strike, war, fire, delay and delivery by third parties, act of God, Government action, or any other cause whatsoever outside the control of the Company, the Company reserves the right to cancel or suspend deliveries without prejudice to its right to payment for any goods (including part orders) already delivered. In any event, the Company shall not be liable in any way for loss or damage arising directly or indirectly in consequence of any such event.

10. Buyer´s Default

If the Buyer defaults in paying any sum due under any Contract with the Company as and when such sum becomes due or commits any breach of any of Its obligations to the Company, or if distress or execution is levied on any of the Buyer's goods, or if the Buyer makes any arrangement with its creditors or commits any act of bankruptcy or goes into liquidation or if a receiver or manager Is appointed of the whole or any part of its assets, the Company may forthwith suspend all further deliveries until the default has been made good or adequate compensation furnished therefore or may determine the contract so far as any goods remaining to be delivered without liability but without prejudice to any claim which the Company might otherwise have for breach of contract and/or for the price of goods already delivered.

11. Cancellation by the Buyer

Once a contract exists between the Buyer and the Company, it may not be cancelled by the Buyer except with the Company's consent and on terms which will indemnify the Company against all loss or damage whether directly or indirectly caused.

12. Governing Law

The contract between the Buyer and the Company shall in all respects be governed by English law.

These General Regulatory Conditions ("GRCs/PPE") apply to products classified as Personal Protective Equipment (PPE) within the meaning of Art. 3 No. 1 of the PPE Directive (EU) 2016/425) and whose manufacturer is Paul Hartmann AG, Paul-Hartmann-Straße 12, 89522 Heidenheim, Germany, or one of its group companies ('Products').

The GTCs/PPE are provided by Paul Hartmann AG if it sells products to the Dealer itself, or by one of its group companies if these sell products to the Dealer (collectively "HARTMANN").

The GRCs/PPE apply to "Dealers", i.e. natural or legal persons in the supply chain who make products available until they are put into service on the market, without themselves being manufacturers or importers of such products.

The GRCs/PPE cover the activities of Dealers with regard to the acquisition, ownership and supply of products.

The GRCs/PPE apply without prejudice to HARTMANN's terms of delivery and payment. The Dealer acknowledges the validity of these GRCs/PPE by placing the order for the products or by accepting the products. These GRCs/PPE also apply to all future transactions concerning products with the Dealer.

1. If the Dealer becomes aware of any complaints, reports of suspected risks and/or cases of non-conforming products, in particular failure to comply with basic health and safety requirements (collectively "special events") with regard to products made available on the market by the Dealer, the Dealer shall inform HARTMANN of this without delay and shall forward at least the following information to HARTMANN- blanking personal data: [a] Product concerned (by article/batch number, quantity), [b] Nature and background of the special event, [c] Current known whereabouts of the product concerned, [d] Nature and extent of any reported damage to health. Immediate notification must be given no later than 36 hours after the special event be-comes known; if necessary, detailed reports must be submitted later to HARTMANN.

2. The meaning of the terms "complaints", "risks", "non-conforming product", "basic health protection and safety requirements" is based on the PPE Directive (EU) 2016/425.

3. The Dealer shall keep systematic records ensuring the traceability of the products delivered to the Dealer and made available on the market by the Dealer ('traceability records'). Hereby the Dealer shall document at least: [a] type of the product (according to article/batch number), [b] recipient, [c] quantity, [d] date of shipping, [e] own storage location, if not yet shipped.

4. Insofar as the Dealer receives requests from authorities for documents or information to prove the conformity of products, the Dealer shall forward these requests immediately to HARTMANN; the Dealer shall consult with Hartmann before responding to the official request. The Dealer shall also inform HARTMANNimmediately if he receives notifications or requests from the authorities that corrective actions (such as recalls or returns) are to be implemented.

5. If the Dealer believes or has reason to believe that there is a risk associated with a product made available on the market by him or that it is a non-conforming product and he must therefore ensure that corrective actions are to be taken, the Dealer shall inform HARTMANNimmediately of the relevant occurrence; whereby, the Dealer shall specifically explain to HARTMANNwhich specific circumstances lead him to the belief or assumption. The same applies if the Dealer intends to inform the authorities of the occurrence for the aforementioned reasons. The Dealer shall only implement preventive or corrective actions (such as product recalls or returns) in consultation with the manufacturer.

6. Insofar as the manufacturer of products takes a preventive or corrective action or implements such an action in cooperation with the authorities (including returns, recalls, sending of so-called field safety notices), the Dealer shall provide HARTMANN(in its capacity as manufacturer or as economic player in the manufacturer's warehouse) with the necessary support; this shall occur in particular by the Dealer immediately identifying the shipment routes of the affected products by means of his traceability records and by forwarding notifications prepared by the manufacturer (such as field safety notices) to the offices or own customers to whom he has supplied the products.

7. While products are under the control of the Dealer, the Dealer shall ensure that the storage and transport conditions do not impair the conformity of the products with the basic health and safety requirements and comply with the manufacturer's notified specifications; HARTMANNmay, if necessary, be instructed by the manufacturer to substantiate such specifications.

8. When making products available on the market, the Dealer must always observe the applicable regulatory requirements (in particular the PPE Directive (EU) 2016/425) and act with the necessary diligence.

9. Before making a product available on the market, the Dealer shall verify compliance with the following requirements: the product(s) [a] bear CE markings, [b] correspond with the declarations of conformity attached by the manufacturer or provided online, [c] are accompanied by identification markings (e.g. batch number), [d] instructions and information of the manufacturer are attached in the national language(s), [e] in the case of imported products are accompanied by information on the importer (name/company, address). Hartmann shall ensure that copies of the declarations of conformity in accordance with the above requirement [b] are made available to the Dealer unless these have been made available online.

10. The Dealer is at liberty to provide the economic players responsible for the products with legally required information, to make notifications, or to forward reports to them and/or to cooperate with them, for example, in the event that - due to the difference of Hartmann to such economic players - such activities of the Dealer are not already outlined by these GRCs/PPE.

These General Regulatory Conditions ("GRCs/MDs") apply to products classified as Medical Devices (with-in the meaning of Art. 2 No. 1 of the MD Directive (EU) 2017/745) including accessories and whose manufacturer is Paul Hartmann AG, Paul-Hartmann-Straße 12, 89522 Heidenheim, Germany, or one of its group companies ('Products').

The GTCs/MDs are provided by Paul Hartmann AG if it sells products to the Dealer itself, or by one of its group companies if these sell products to the Dealer (collectively "HARTMANN").

The GRCs/MDs apply to "Dealers", i.e. natural or legal persons in the supply chain who make products available until they are put into service on the market, without themselves being manufacturers or importers of such products.

The GRCs/MDs cover the activities of Dealers with regard to the acquisition, ownership and supply or provision of products on the market.

The GRCs/MDs apply without prejudice to HARTMANN's terms of delivery and payment and are applicable to all products which the Dealer provides for the market as from 26th May 2021. The Dealer acknowledges the validity of these GRCs/MDs by placing the order for the products or by accepting the products. These GRCs/MDs also apply to all future transactions concerning products with the Dealer.

1. If the Dealer becomes aware of any complaints, suspected risks and/or cases of non-conforming products, (collectively "special events") with regard to products made available on the market by the Dealer, the Dealer shall inform HARTMANN of this without delay and shall forward at least the following information to HARTMANN - blanking personal data: [a] Product concerned (by article/lot number, UDI if applicable, quantity), [b] Nature and background of the special event, [c] Current known whereabouts of the product concerned, [d] Nature and extent of any reported damage to health. Immediate notification must be given no later than 36 hours after the special event becomes known; if necessary, detailed reports must be submitted later to HARTMANN.

2. The same obligation to provide information as under Clause 1 shall apply regardless of whether the Dealer has already made the products concerned available on the market or not, if the Dealer is of the opinion or has reason to believe that a product delivered to him is a non-conforming product and/or a product poses a serious risk and/or is a counterfeit product.

3. The understanding of the terms "complaints", " events", "conformity", " non-conforming product", "serious risk" and "counterfeit product" is governed by the Medical Devices Directive (EU) 2017/745.

4. The Dealer shall keep systematic records (so-called "registers") in which at least all complaints received from the market and all cases of non-conforming products are to be recorded. The register shall contain the information referred to in Clause 1 [a], [b], [c], [d]. The Dealer shall grantHARTMANN access to the register and shall provide HARTMANN with copies of the register for a given reason and upon request.

5. In addition to the register, the Dealer shall keep systematic records ensuring the traceability of the products delivered to the Dealer and made available on the market by the Dealer ('traceability records'). Hereby the Dealer shall document at least: [a] type of the product (according to article/lot number, UDI if applicable), [b] recipient, [c] quantity, [d] date of shipping, [e] own storage location, if not yet shipped. The Dealer shall keep the traceability records for ten years after the last product has been made available on the market.

6. Insofar as the Dealer receives requests from authorities for documents or information to prove the conformity of products, the Dealer shall forward these requests immediately to HARTMANN; HARTMANN may take over replying to the official request. The Dealer shall also inform Hartmann immediately and consult with HARTMANN, if he receives notifications or requests from the authorities that corrective actions (such as recalls or returns) are to be implemented or if free-of-charge product samples are to be supplied.

7. If the Dealer believes or has reason to believe that there is a severe risk associated with a product or that it is a non-conforming or counterfeit product and he may therefore not provide the product to the market, the Dealer shall inform HARTMANN immediately of the relevant occurrence; whereby, the Dealer shall specifically explain to HARTMANN which specific circumstances lead him to the belief or assumption. The same applies if the Dealer intends to inform the authorities of the occurrence for the aforementioned reasons. In connection with a possible suspension of the provision of products on the market and/or information to authorities, the Dealer shall consult with HARTMANN in advance with regard to the suspension or information.

8. Insofar as the manufacturer of products takes a preventive or corrective action or implements such an action in cooperation with the authorities (including returns, recalls, sending of so-called field safety notices), the Dealer shall provide HARTMANN (in its capacity as manufacturer or as economic player in the manufacturer's group) with the necessary support; this shall occur in particular by the Dealer immediately identifying the shipment routes of the affected products by means of his traceability records and by forwarding notifications prepared by the manufacturer (such as field safety notices) to the offices or own customers to whom he has supplied the products. Without prejudice to the foregoing, the Dealer shall be willing to provide the manufacturer of the products with information (such as, for example, feedback from product users) as provided for in the manufacturer's PMS (Post-Market Surveillance) plan.

9. While products are under the control of the Dealer, the Dealer shall ensure that the storage and transport conditions comply with the manufacturer's specifications; HARTMANN may, if necessary, be instructed by the manufacturer to substantiate such specifications.

10. When making products available on the market, the Dealer must always observe the applicable regulatory requirements (in particular the Medical Device Directive (EU) 2017/745) and act with the necessary diligence.

11. Before making a product available on the market, the Dealer shall verify compliance with the following requirements: the product(s) [a] bear CE markings, [b] correspond with the declarations of conformity provided by the manufacturer, [c] are accompanied by identification markings or labels (in the meaning of Section 23.1 of the Medical Device Directive), [d] are accompanied by instructions for use in the national language(s), [e] in the case of imported products are accompanied by information on the importer (name/company, address). The Dealer may use a representative sampling procedure for checking the above requirements [a] to [d]. HARTMANN shall ensure that copies of the declarations of conformity in accordance with the above requirement [b] are made available to the Dealer.

12. The Dealer is at liberty to provide the economic players responsible for the products with legally required information, to grant access to registers, to make notifications, or to forward reports to them and/or to cooperate with them, for example, in the event that - due to the difference of HARTMANN to such economic players - such activities of the Dealer are not already outlined by these GRCs/MDs.