TERMS & CONDITIONS OF SALE – SMALL PRODUCTS AND SERVICES
(Edition January 2020)
These are the terms and conditions (“T&C”) on which Care Health Meditech Developments Inc.
(“we”, “us” and “our”) supplies products (“Products”) and services (“Services”) to its customers
(“you” and “your”). We reserve the right to update these T&C from time to time. Updated T&C
will be displayed at https://www.carehealthmeditech.com and the Contract (as defined below)
includes the T&C as in force at the time the Contract is formed. You agree to check that site
from time to time and acknowledge and agree that you have been made aware of such updates
and agree to be bound by them.
DISCLAIMER / INDEMNIFICATION
The purchaser of this equipment (the “User”) acknowledges and is aware of the contagious nature o
the Coronavirus/COVID-19 and that the Public Health Agency (Canada), the Centers for Disease
Control and Prevention (US) and other public health authorities recommend practicing social
distancing. It is incumbent on the User that additional and effective preventative measures be put in
place to reduce the spread of the Coronavirus/COVID-19 and protect the User and their patients.
USE OF THIS PRODUCT DOES NOT GUARANTEE THAT PARTIES WILL NOT
BECOME INFECTED / EXPOSED WITH THE CORONAVIRUS/COVID-19 AND OTHER
PATHOGENS, INCLUDING BUT NOT LIMITED TO INFLUENZA, SARS, MERS,
HEPATITIS, VARICELLA, TUBERCULOSIS, ENDEMIC CORONA-VIRUS, HPV,
AEROLSOLISED MERCURY, ETC. The User understands that the risk of becoming exposed to
and/or infected by the Coronavirus/COVID-19 may result from the actions, omissions, or negligence
of the User and others, including, but not limited to, User staff, and other User clients and their
It is the User’s responsibility to determine and validate the suitability of this equipment for use in the
User’s system or process. No warranty or representation is made by the Manufacturer with respect to
the suitability or performance of this equipment or to the results that may be expected from its use.
1 WHOLE AGREEMENT
1.1 The contract between us and you is wholly documented by the purchase order for the
Products and Services (“Order”), our invoice for the Products and Services (“Invoice”) and these
T&C (the “Contract”) (save that any terms and conditions contained within the Order shall not
form part of the Contract).
1.2 The Contract constitutes the whole of the agreement between you and us. All of the
agreements and understandings between you and us are set out in the Contract and they
supersede all prior agreements, understandings and statements, whether written or oral. Without
limiting the generality of the foregoing, these T&C prevail over any terms and conditions
contained in your Order or otherwise communicated, displayed or referenced by you and you
agree that any such terms and conditions shall be of no legal force or effect.
2 GOVERNING LAW AND JURISDICTION
2.1 These T&C and each Contract shall be governed by the province of British Columbia;
Canada and the parties submit to the exclusive jurisdiction of the Courts of that province and of
the Canada (including any Federal Court of Appeal) in respect of any dispute between them.
3 ORDER AND ACCEPTANCE
3.1 The Order shall set forth at a minimum, the quantities, requested delivery date and
shipping instructions with respect to each delivery of the Products and Services. All Orders
constitute binding commitments by you with respect to the Products and Service ordered and are
subject to acceptance by us (which may be declined in our absolute discretion). Subject to
available production capacity, we will use our commercially reasonable efforts to fulfil all
3.2 You have 3 days from receipt of Products and Services to notify us in writing if the
Products and Services are not in accordance with the Order, otherwise you will be taken to have
accepted the Products and Services and your liability to pay for them.
The price charged for Products and Services (“Price”) will be as set out in a Current Quotation
given to you for the Products and Services; or, if no Current Quotation has been provided, as set
out in our current price list. The Price will be set out in the Order and / or Invoice.
5 PAYMENT AND INTEREST
5.1 Unless and agreement for partial payment is made, and described on your order,
payment in full is required for all products prior to release of the products or services. Unless
otherwise agreed, all amounts owing to us on account of Products and Services supplied on
credit are due and payable by the last working day of the month following despatch of Invoice to
5.2 All payments to us must be made without set-off, deduction or counterclaim.
5.3 If any payment is not made by the due date then (without prejudice to any other rights
we have under law) we will be entitled to:
(a) Cancel or suspend any further delivery of Products and Services to you under any
other order; and
(b) Charge interest (calculated daily and compounding monthly) on the overdue amount at
the rate of 2% per month.
5.4 You must pay to us all costs and expenses incurred or which will be incurred by us in
respect of any action for recovery of monies or repossession of Products, including but not
limited to bailiff fees, solicitor’s fees (on an indemnity basis), fees of other legal advisers and
other parties acting on behalf of us.
6 DELIVERY & RISK
6.1 Delivery of Products must be taken within 7 days of notification that they are ready for
delivery. In the event that you fail to take delivery within seven days, you shall pay to us all
storage handling and other associated costs arising from your failure to take delivery.
6.2 If after 14 days of such notification you have not taken delivery of the Products we
may at our discretion cancel the Order by giving written notice to you and seek damages from
you for all losses we have and will sustain as a direct and indirect consequence of your failure to
6.3 The Products shall be at your risk from the date of notification from us that the
Products are ready for delivery.
6.4 You shall be responsible for all hoisting facilities on delivery. The Products shall not
be disassembled to suit the hoisting facilities unless agreed to by us.
7 RETENTION OF TITLE
7.1 Neither ownership of nor property in the Products sold by us passes until you have
paid to us all monies owing by you on any account.
7.2 Until payment of all monies owed by you to us on any account, you hold the Products
as fiduciary bailee and agent for us and must keep the Products physically separate from all other
goods purchased or owned by you, and clearly identified as owned by us, until they have been
paid in full.
7.3 In the event that you fail to make payment in accordance with clause 5, then without
prejudice to our other rights, whether under these T&C or at law, we may lawfully and without
notice enter the location or any premises of yours and remove the Products from any part of the
location or premises to which they have been fixed.
7.4 In the event that you sell any of the Products while money is owed to us, you must
keep the proceeds of the sale in a separate account and not mix them with any other funds.
7.5 If you mix the Products with other goods, so that the Products are no longer separately
identifiable, the purchaser and us will be owners in common of the mixed goods.
8 PERSONAL PROPERTY SECURITIES ACT
8.1 Unless otherwise stated, a term contained in these T&C that is defined in the Personal
Property Security Act [rsbc 1996] chapter 359 (“PPSA”) (but not otherwise defined in these
T&C) has the meaning given to it in the PPSA.
8.2 You acknowledge and grant us a security interest for the purposes of the PPSA in:
(a) all Products and any proceeds from Products previously supplied by us to you;
(b) all Products and any proceeds from Products that will be supplied in the future by us
to you under these T&C (as the accepted and adopted security agreement between the
(c) This security interest secures all moneys owing by you to us under these T&C or
8.3 You acknowledge and agree the security interest is a continuing and subsisting interest
in the Products with priority over any registered or unregistered general (or other) security
interest and any unsecured creditor.
8.4 You grant to us a security interest over Products or their proceeds arising under this
clause 8 and acknowledge the security interest is a ‘purchase money security interest’ (PMSI)
under the PPSA to the extent that it secures payment of the amounts owing in relation to the
8.5 For the avoidance of doubt and without prejudice to our rights under the PPSA:
(a) You may process the Products supplied by us to you and accession or commingle them
with other property in which case we will have a security interest in any processed, accession
and commingled Products; and
(b) You may sell the Products to your customers and if you do so, then we will have a
security interest in the proceeds of sale.
8.6 You will do everything reasonably required of you by us to enable us to register our
security interests with the priority we require and to maintain those registrations including:
(a) signing any documents and/or providing any information which we may reasonably
require to register a financing statement or a financing change statement in relation to a security
(b) to correct a defect in a statement.
8.7 The security interests arising under this clause 8 will be perfected by us prior to you
obtaining possession (on delivery of the Products) and the parties confirm they have not agreed
that any security interest attaches at any later time.
8.8 Any time you make a payment to us, irrespective of whether the payment is made
under or in connection with these T&C, we may apply that payment:
(a) first to satisfy an obligation that is not secured;
(b) second, to satisfy an obligation that is secured, but not by a PMSI; and
(c) third, to satisfy an obligation that is secured by a PMSI for that obligation and using
proceeds from the sale of the collateral subject to that PMSI; and
(d) fourth, to satisfy an obligation that is secured by a PMSI using funds or proceeds from
any source; or
(e) despite the foregoing, any manner we see fit.
8.9 We do not need to give you any notice under the PPSA (including notice of the single
financing statement or verification statement) unless the notice is required by the PPSA and that
requirement cannot be excluded and if we are required to give a notice to you under the PPSA,
and you may, under the PPSA, waive your right to receive that notice, then you hereby waive
8.10 You will notify us immediately in writing if you change your name and address for
service, contact details or if there are any changes to data required to register a financing
statement under the PPSA.
8.11 You agree, until title in the Products passes to you, to keep and maintain all Products
free of any charge, lien, or security interest except as created under these T&C and not otherwise
to deal with Products in a way that will, or may, prejudice our rights under these T&C or the
8.12 You irrevocably grant to us the right to enter any premises of yours without notice, and
without being in any way liable to you or any other person if we have cause to exercise any of
our rights under the PPSA (and in particular section 123) and you agree to indemnify us against
any such liability.
9 LIMITATION OF LIABILITY
9.1 In this clause 9, “SOG” means the Sales of Goods Act contained within the Sale of Goods Act [RSBC 1996] CHAPTER 410 and all equivalent Provincial and Federal legislation.
9.2 To the fullest extent permitted by law, all warranties and conditions, whether express
or implied (whether by statute, common law, equity, trade, custom, usage or otherwise), in
relation to the supply by us of Products and Services to you are expressly excluded.
9.3 Any liability of us to you arising out of or relating to the supply of Products or
Services to you, whether arising in contract, tort, equity, statute or otherwise, is in all cases
(except for any liability for failure to comply with any of the guarantees under SOG)
(a) in the case of the supply of goods (within the meaning of the SOG), one or more of
the following (at our election):
(i) the replacement of the goods or the supply of equivalent goods;
(ii) the repair of the goods;
(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods;
(iv) the payment of the cost of having the goods repaired;
(b) in the case of the supply of services (within the meaning of the SOG), one or more of
the following (at our election):
(i) the supplying of the services again;
(ii) the payment of the cost of having the services supplied again.
9.4 Without limiting the generality of any portion of the SOG we are not (to the fullest
extent permitted by law) responsible or liable for indirect, special or consequential damages
arising out of or in connection with the use or performance of the Products or Services or other
damage with respect to any economic loss, loss of property, loss of revenue or profit, loss of
enjoyment or use, cost of removal, installation or other consequential damage of any nature.
9.5 For the avoidance of doubt, no provision of these T&C shall have effect as, or be taken
to be, a term referred to in the SOG imposing on us a liability greater than that mentioned in
10.1 The sale to and purchase by you of the Products and Services does not confer on you
any licence or right under any copyright, patent, registered design, trademark or any other
intellectual property which is our property and you agree to conform to all reasonable
requirements imposed by us with respect to trademarks or identification marks in respect of the
Products and Services.
10.2 You agree to consider all information furnished by us, including in the Order and the
Invoice, to be confidential and will not disclose such information to any other person, or use such
information by yourself for any purpose other than performing the Contract, unless you obtain
written permission from us to do so. You agree to take every reasonable precaution to safeguard
the confidentiality of such information, including restriction of access to such information, and to
maintain all such information in a secure location. You agree not to advertise or publish the fact
that you have contracted to purchase the Products and Services from us, nor any information
relating to the Contract be disclosed without our written permission.
10.3 You undertake that you comply with all applicable laws and regulations in order for
you to execute, deliver and perform the Contract.
10.4 Without limiting the generality of clause 9 of these T&C, to the fullest extent
permitted by law, we are not liable for failure of or delay in performing our obligations under the
Contract if such failure or delay is the result of an act of God, such as earthquake, hurricane,
tornado, flooding, or other natural disaster, or in the case of war, action of foreign enemies,
terrorist activities, labour dispute or strike, pandemic, government sanction, blockage, embargo,
failure of electrical service, or any circumstance or event beyond our control. If our ability to
fulfil an accepted Order is affected by any of the circumstances mention in this clause 10.4, we
may (i) extend the date of delivery; or (ii) cancel the Order without liability for the breach.
10.5 No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless supported by consideration and
in a writing signed by the aggrieved party. Our failure to enforce at any time or for any period of
time any of the provisions of the Contract will not be considered to be a waiver of such
provisions or of our right thereafter to enforce each and every such provision. The Contract can
be modified or rescinded only by a writing signed by authorized representatives of the parties to
10.6 If any provision of these T&C is found to be invalid, void, illegal or unenforceable
the validity, existence, legality and enforceability of the remaining provisions shall not be
affected, prejudiced or impaired