Terms and Conditions
GENERAL B2B TERMS AND CONDITIONS
Please read these Terms and Conditions carefully. The following Terms and Conditions apply to contracts that Aura Infection Control Limited (Aura Infection) may enter into from time to time for the supply by Aura Infection to the Customer of Goods where Orders are placed via the telephone, email or in person. The definitions and the rules of interpretation set out in clause 11 shall apply to these Terms and Conditions. The Customer’s attention is drawn in particular to the provisions of clause 6.
1. Formation of Contract and Orders
1.1 These Terms and Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
1.2 Each Order shall be deemed to be a separate offer by the Customer to purchase Goods in accordance with these Terms and Conditions, which Aura Infection shall be free to accept or decline at its absolute discretion. The Customer is responsible for ensuring that the terms and details of the Order, including details of the Delivery Location, are complete and accurate.
1.3 No Order shall be deemed to be accepted by Aura Infection until it issues an Order Confirmation or (if earlier) Aura Infection delivers the Order to the Customer. Only once Aura Infection has issued an Order Confirmation will the Contract come into existence (Acceptance).
1.4 Aura Infection shall assign an Order Number to each Order received from the Customer and inform the Customer of the Order Number in the Order Confirmation. Each party shall use the relevant Order Number in all subsequent correspondence relating to the Order.
1.5 Aura Infection may, at its sole discretion, accept amendments to an Order after Acceptance.
1.6 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Terms and Conditions.
1.7 Any samples, drawings, descriptive matter or advertising produced by Aura Infection and any descriptions or illustrations depicted or contained on Aura Infection’s Website or Catalogue or brochure are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
1.8 Any quotation for the Goods (if given) by Aura Infection shall not constitute an offer. A quotation shall only be valid for a period of twenty (20) Business Days from its date of issue.
THESE TERMS AND CONDITIONS APPLY ONLY TO BUSINESS CUSTOMERS. IF YOU ARE NOT A BUSINESS OR A PERSON PURCHASING GOODS ON BEHALF OF A BUSINESS, YOU ARE A CONSUMER. YOU MUST BE A BUSINESS CUSTOMER TO ACCEPT OUR TERMS AND CONDITIONS OR PURCHASE GOODS FROM US. IF YOU ARE A CONSUMER, YOU SHOULD NOT ACCEPT THESE TERMS OR PLACE ANY ORDER FOR GOODS ON OUR WEBSITE.
1.9 By purchasing the Goods, the Customer agrees to the Terms and Conditions in the course of a business and not as a consumer. The Customer therefore warrants and represents that it is buying the Goods in the course of a trade or business and is not a consumer. In doing so, the Customer binds both itself and the person, company or other legal entity that operates that business to these Terms and Conditions.
2. Delivery and returns
2.1 Aura Infection shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the Order Number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any);
(b) if Aura Infection requires the Customer to return any packaging materials to Aura Infection, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as Aura Infection shall reasonably request. Returns of packaging materials shall be at Aura Infection’s expense; and
(c) if the Goods are being delivered by instalments, Aura Infection shall confirm the outstanding balance of Goods remaining to be delivered.
(a) each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the Order Number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any);
(b) if Aura Infection requires the Customer to return any packaging materials to Aura Infection, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as Aura Infection shall reasonably request. Returns of packaging materials shall be at Aura Infection’s expense; and
(c) if the Goods are being delivered by instalments, Aura Infection shall confirm the outstanding balance of Goods remaining to be delivered.
2.2 Aura Infection shall deliver the Goods to the location set out in the Order Confirmation or such other location as the parties may agree (Delivery Location) at any time after Aura Infection notifies the Customer that the Goods are ready for delivery.
2.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
2.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
2.5 Aura Infection shall not be liable for any delay or failure in delivery of the Goods to the extent that such delay or failure is caused by a Force Majeure Event or the Customer’s failure to provide Aura Infection with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
2.6 If the Customer fails to accept delivery of the Goods within three (3) Business Days of Aura Infection notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Aura Infection’s failure to comply with its obligations under the Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9.00am on the third (3rd) Business Day after the day on which Aura Infection notified the Customer that the Goods were ready; and
(b) Aura Infection shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
(a) delivery of the Goods shall be deemed to have been completed at 9.00am on the third (3rd) Business Day after the day on which Aura Infection notified the Customer that the Goods were ready; and
(b) Aura Infection shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
2.7 If ten (10) Business Days after the day on which Aura Infection notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, Aura Infection may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
2.8 Aura Infection may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
2.9 Aura Infection will not accept the return of any Goods after seven (7) days from the delivery date, unless agreed by the Company in writing acting in its sole discretion. Any agreed returns shall be returned by the Customer to Aura Infection:
(a) where the Goods are defective or not in compliance with the Contract, at Aura Infection’s cost and risk; or
(b) in all other cases, at the Customer’s cost and risk.
(a) where the Goods are defective or not in compliance with the Contract, at Aura Infection’s cost and risk; or
(b) in all other cases, at the Customer’s cost and risk.
3. Quality
3.1 It is agreed and acknowledged between Aura Infection and the Customer that:
(a) Aura Infection is not the manufacturer of the Goods, merely a reseller;
(b) Aura Infection shall as far as it is able pass on to the Customer the benefits of any applicable Manufacturer’s Warranties;
(c) save for its obligation to use reasonable endeavours to pass on the benefit of any Manufacturer’s warranties pursuant to clause 3.1(b), Aura Infection shall have no liability to the Customer in respect of the quality of the Goods. The Customer’s remedies under this clause 3 shall be in place and to the exclusion of any other remedy to the Customer in relation to the defects (including latent defects) in any Goods including damage arising therefrom (whether the claims are based in contract, tort, negligence, indemnity or any other legal theory whatsoever). Any and all other warranties, terms and conditions, express or implied which may have otherwise applied in relation to such matter are excluded to the extent allowed under law; and
(d) for the avoidance of doubt, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
(a) Aura Infection is not the manufacturer of the Goods, merely a reseller;
(b) Aura Infection shall as far as it is able pass on to the Customer the benefits of any applicable Manufacturer’s Warranties;
(c) save for its obligation to use reasonable endeavours to pass on the benefit of any Manufacturer’s warranties pursuant to clause 3.1(b), Aura Infection shall have no liability to the Customer in respect of the quality of the Goods. The Customer’s remedies under this clause 3 shall be in place and to the exclusion of any other remedy to the Customer in relation to the defects (including latent defects) in any Goods including damage arising therefrom (whether the claims are based in contract, tort, negligence, indemnity or any other legal theory whatsoever). Any and all other warranties, terms and conditions, express or implied which may have otherwise applied in relation to such matter are excluded to the extent allowed under law; and
(d) for the avoidance of doubt, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
4. Title and risk
4.1 The risk in the Goods shall pass to the Customer on completion of delivery.
4.2 Title to the Goods shall not pass to the Customer until Aura Infection receives payment in full (in cash or cleared funds) for the Goods and any other goods that Aura Infection has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
4.3 The Customer is granted a licence by Aura Infection to resell the Goods on the condition that the Customer shall inform its customer of the provisions of this clause 4.3 and 4.4. The Customer shall act as Aura Infection’s bailee in respect of any such sale and shall immediately upon receipt of the proceeds of sale, and whether or not payment has become due under clause 5 hereof remit to Aura Infection the full price of the Goods sold on, less any part thereof which has already been paid and until such amount has been so remitted shall hold such amount as trustee and agent for Aura Infection.
4.4 The Customer shall maintain appropriate insurance in respect of the Goods from the date or dates on which the risk therein passes to it. In the event of any loss or damage occurring while the Goods remain the property of Aura Infection the Customer shall immediately on receipt of the insurance monies, remit to Aura Infection the full purchase price of the Goods lost or damaged less any part thereof which has already been paid and until such amount has been so remitted shall hold such amount as trustee and agent for Aura Infection. For the avoidance of doubt the provisions of this clause do not affect the Customer’s obligations under clause 5.
4.5 The licence granted under clause 4.3 shall be terminable forthwith at any time upon notice by Aura Infection to the Customer.
4.6 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Aura Infection’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify Aura Infection immediately if it becomes subject to any of the events listed in clause 7.1(c) to clause 7.1(f); and
(e) give Aura Infection such information as Aura Infection may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer.
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Aura Infection’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify Aura Infection immediately if it becomes subject to any of the events listed in clause 7.1(c) to clause 7.1(f); and
(e) give Aura Infection such information as Aura Infection may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer.
5. Price and payment
5.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in Aura Infection’s published price list as detailed on their Website in force as at the date of delivery.
5.2 Aura Infection may, by giving notice to the Customer at any time up to ten (10) Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond Aura Infection’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give Aura Infection adequate or accurate information or instructions.
(a) any factor beyond Aura Infection’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give Aura Infection adequate or accurate information or instructions.
5.3 The price of the Goods:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Aura Infection at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Aura Infection at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
5.4 Subject to clause 5.5, payment to Aura Infection shall be made by the Customer in full in pounds sterling before any Goods are delivered. Once payment has been received in full, Aura Infection shall provide an estimated delivery date for dispatch of the Goods. The parties hereby agree that Aura Infection’s obligations under these Terms and Conditions are wholly conditional upon such payment being made.
5.5 Aura Infection may in its sole discretion, designate to the Customer approved credit terms and in any such case (unless otherwise specified in writing by Aura Infection) the Customer shall pay each invoice submitted by Aura Infection:
(a) within thirty (30) days of the date of the invoice or in accordance with any credit terms agreed by Aura Infection and confirmed in writing to the Customer; and
(b) in full, in pounds sterling and in cleared funds to a bank account nominated in writing by Aura Infection,
and the time for payment shall be of the essence of these Terms and Conditions.
(a) within thirty (30) days of the date of the invoice or in accordance with any credit terms agreed by Aura Infection and confirmed in writing to the Customer; and
(b) in full, in pounds sterling and in cleared funds to a bank account nominated in writing by Aura Infection,
and the time for payment shall be of the essence of these Terms and Conditions.
5.6 Any order for Goods placed via the Website must be paid for by the Customer in full at the time of ordering.
5.7 If the Customer fails to make a payment due to Aura Infection under the Contract by the due date, then, without limiting Aura Infection’s remedies under clause 7, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.7 will accrue each day at four per cent (4%) a year above the Bank of England’s base rate from time to time, but at four per cent (4%) a year for any period when that base rate is below zero per cent (0%).
5.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5.9 The Customer shall pay to Aura Infection an amount equal to any costs and expenses incurred (on a full indemnity basis) by Aura Infection in recovering from the Customer any monies due and payable by the Customer to Aura Infection.
6. Limitation of liability
6.1 Aura Infection has obtained insurance cover in respect of its own legal liability for individual claims not exceeding two million pounds (£2,000,000) per claim. The limits and exclusions in this clause reflect the insurance cover Aura Infection has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
6.2 The restrictions on liability in this clause 6 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
6.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) any matter in respect of which it would be unlawful for Aura Infection to exclude or limit liability.
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) any matter in respect of which it would be unlawful for Aura Infection to exclude or limit liability.
6.4 Subject to clause 6.3, Aura Infection’s total liability to the Customer shall not exceed the sum of the amount paid by the Customer to Aura Infection for the Goods which form the subject matter of the relevant claim.
6.5 Subject to clause 6.3, the following types of loss are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
6.6 This clause 6 shall survive termination of the Contract.
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
6.6 This clause 6 shall survive termination of the Contract.
7. Failure to pay, cancellation or deferment.
7.1 For the purposes of this clause 7 “an Intervening Event” shall be any of the following:
(a) failure by the Customer to make any payment when it becomes due;
(b) breach by the Customer of any of the Terms of the Contract;
(c) the Customer’s proposal for or entry into any composition or arrangement with creditors;
(d) the presentation against the Customer of any petition for a bankruptcy order, administration order, winding-up order or similar process;
(e) the appointment of an administrative receiver or receiver in respect of the business of any part of the assets of the Customer;
(f) Aura Infection forming the reasonable opinion that the Customer has become or is likely in the immediate future to become unable to pay his, her or its debts (adopting, in the case of a company, the definition of that term set out in section 123 of the Insolvency Act 1986); and
(g) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 7.1(c) to clause 7.1(f) (inclusive).
(a) failure by the Customer to make any payment when it becomes due;
(b) breach by the Customer of any of the Terms of the Contract;
(c) the Customer’s proposal for or entry into any composition or arrangement with creditors;
(d) the presentation against the Customer of any petition for a bankruptcy order, administration order, winding-up order or similar process;
(e) the appointment of an administrative receiver or receiver in respect of the business of any part of the assets of the Customer;
(f) Aura Infection forming the reasonable opinion that the Customer has become or is likely in the immediate future to become unable to pay his, her or its debts (adopting, in the case of a company, the definition of that term set out in section 123 of the Insolvency Act 1986); and
(g) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 7.1(c) to clause 7.1(f) (inclusive).
7.2 If there shall be an Intervening Event, Aura Infection may within a reasonable time thereafter, defer or cancel any further provision of Services, stop any Goods in transit and treat the Contract as determined but without prejudice to its rights to the full purchase price for Services rendered or Goods supplied (which shall become immediately due) and damages for any loss suffered in consequence of such determination.
7.3 Cancellation by the Customer will only be accepted at the discretion of Aura Infection and in any case on condition that any costs or expenses incurred by Aura Infection up to the date of cancellation and all loss or damage resulting in Aura Infection by reason of such cancellation will be paid by the Customer to Aura Infection forthwith. Acceptance of such cancellation will only be binding on Aura Infection if in writing and signed by a director of Aura Infection.
7.4 Any costs or expenses incurred by Aura Infection due to suspension or deferment of any Order by the Customer or in the event that the Customer defaults in collecting, or giving instructions for the delivery of any goods or the performance of any services will be payable by the Customer forthwith on demand.
7.5 Without prejudice to Aura Infection’s other rights under this clause 7, Aura Infection shall be entitled to suspend the Contract for a period of up to sixty (60) days in the event an Intervening Event occurs (or Aura Infection reasonably believes that the Customer is about to become subject to any of them). If the period of suspension reaches thirty (30) days Aura Infection shall either end the suspension or terminate the Contract.
7.6 On termination of the Contract for any reason the Customer shall immediately pay to Aura Infection all of Aura Infection’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Aura Infection shall submit an invoice, which shall be payable by the Customer immediately on receipt.
7.7 Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
7.8 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
8. Force majeure
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for more than sixty (60) days, the party not affected may terminate the Contract by giving seven (7) days’ written notice to the affected party.
9. Retention of title
9.1 The following provisions shall apply to all Contracts and to all Goods which under the Contract Aura Infection agrees to supply to the Customer. No failure by Aura Infection to enforce strict compliances by the Customer with such provisions shall constitute a waiver thereof and no termination of the Contract shall prejudice limit or extinguish Aura Infection’s rights under this clause.
9.2 Upon delivery of the Goods the Customer shall hold the Goods solely as bailee for Aura Infection and the Goods shall remain the property of Aura Infection until such time as the Customer shall have paid to Aura Infection and Aura Infection shall have cleared funds for the full purchase price of all Goods, whether under the Contract or otherwise. Until this time Aura Infection shall be entitled to recover the Goods or any part thereof and, for the purpose of exercising such rights, the Customer hereby grants a licence to Aura Infection, its employees and agents (together with appropriate transport) to enter upon the Customer’s premises and any other location where the Goods are situated and remove the Goods.
9.3 The Customer is hereby licensed to agree to sell on the Goods on condition that the Customer shall inform its customer of the provisions of clause 9.2. The Customer acts as Aura Infection’s bailee in respect of any such sale and shall immediately upon receipt of the proceeds of sale, and whether or not payment has become due under clause 5, remit to Aura Infection the full purchase price of the Goods sold on less any part thereof which has already been paid and until such amount has been so remitted shall hold such amount as trustee and agent for Aura Infection.
9.4 The Customer shall maintain an appropriate insurance in respect of the Goods from the date or dates on which the risk therein passes to the Customer. In the event of any loss or damage occurring while the Goods remain the property of Aura Infection, the Customer shall immediately on receipt of the insurance monies, remit to Aura Infection the full purchase price of the Goods lost or damaged less any part thereof which has already been paid and until such amount has been so remitted shall hold such amount as trustee and agent for Aura Infection.
9.5 The licences granted under this clause 9.1 shall be terminable forthwith at any time upon notice by Aura Infection to the Customer.
10. General
10.1 Assignment and other dealings. Aura Infection may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Aura Infection.
10.2 Entire agreement. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
10.3 Confidentiality. Each party undertakes that it shall not at any time during this Contract, and for a period of five (5) years after termination or expiry of this Contract:
(a) disclose to any person any Confidential Information concerning the business, affairs, customers, clients, or supplier of the other party or any member of the group of companies to which the other party belongs, save as disclosure of Confidential Information:
- (i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Before making any disclosure, each party shall ensure that its employees, consultants and advisors have entered into an obligation of confidentiality owed to the disclosing party in terms no less stringent than this clause 10.3 (and the receiving party shall ensure in any event that such parties comply with all such obligations); and
- (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and
(b) use the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.
10.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
10.5 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
10.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 10.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
10.7 Notices. Any notice given under the Contract must be in writing and must be delivered personally or sent by recorded delivery or by email to the party to whom it is being given at the address, and marked for the attention of the person, specified in the Proposal or to such other address, or marked for the attention of such other person, as the applicable party may from time to time notify to the other party. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
10.8 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
10.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales.
10.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
11. Definitions and interpretation.
11.1 In these Terms and Conditions, the following definitions apply:
Aura Infection means Aura Infection Control Limited (registered in England and Wales with company number 08814266 whose registered office is at Hanover Buildings, 11-13 Hanover Street, Liverpool, Merseyside, L1 3DN;
Business Day means a day other than a Saturday, Sunday or public holiday in England, when banks in the City of London are open for non-automated transactional business;
Business Day means a day other than a Saturday, Sunday or public holiday in England, when banks in the City of London are open for non-automated transactional business;
Business Hours means the period from 8.30am to 5.30pm on any Business Day;
Contract means the contract between Aura Infection and the Customer for the sale and purchase of the Goods in accordance with these Terms and Conditions;
Customer means the person or firm who purchases the Goods from Aura Infection in the course of a business and not as a consumer (as defined in the Consumer Rights Act 2015);
Delivery Date means the date specified in the Order Confirmation or as separately notified to the Customer;
Delivery Location has the meaning given in clause 2.2;
Force Majeure Event means an event, circumstance or cause beyond a party’s reasonable control;
Goods means the goods (or any part of them) set out in the Order;
Intervening Event has the meaning given in clause 7.1;
Manufacturer’s Warranties means the warranties given by any third party manufacturer in relation to Goods supplied by Aura Infection;
Order means the Customer’s order for the Goods, as requested by telephone, in person or email to orders@aiconline.co.uk, or the Customer’s written acceptance of Aura Infection’s quotation, as the case may be;
Order Confirmation means confirmation by Aura Infection to the Customer (by email or in person) that Aura Infection agree to fulfil an Order and including the Order Number of the Order;
Order Number means the number applied to an Order by Aura Infection on receipt of an Order;
Terms and Conditions means the terms and conditions set out in this document as amended from time to time in accordance with clause 10.4;
and Website means Aura Infection’s website https://www.aiconline.co.uk/ as updated from time to time.
11.2 In these Terms and Conditions, unless context otherwise requires:
- (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
- (b) a reference to a party includes its personal representatives, successors and permitted assigns;
- (c) a reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision;
- (d) any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms; and
- (e) a reference to writing or written excludes fax but not email.
27.6 Winners will be notified by telephone, post or e-mail and there will be no cash alternative to the
prize as stated.
27.7 The judge’s decision shall be final, and no correspondence will be entered into.
27.8 Employees of Aura Infection Control Ltd and members of their families are barred from entry.
27.9 Employees of any partner / sponsor companies and members of their families are barred from
entry.
27.10 Aura Infection Control Ltd reserves the right to use images and data of competition winners for
publicity purposes.
27.11 If the competition is run as a raffle, all prizes must be claimed with a valid ticket and within 30
days of the closing date.
27.12 No purchase is necessary. All competitions & draws can be entered by contacting our head
office.
27.13 In the case of a tie, winners are picked independently by an independent accountant.
27.6 Winners will be notified by telephone, post or e-mail and there will be no cash alternative to the
prize as stated.
27.7 The judge’s decision shall be final, and no correspondence will be entered into.
27.8 Employees of Aura Infection Control Ltd and members of their families are barred from entry.
27.9 Employees of any partner / sponsor companies and members of their families are barred from
entry.
27.10 Aura Infection Control Ltd reserves the right to use images and data of competition winners for
publicity purposes.
27.11 If the competition is run as a raffle, all prizes must be claimed with a valid ticket and within 30
days of the closing date.
27.12 No purchase is necessary. All competitions & draws can be entered by contacting our head
office.
27.13 In the case of a tie, winners are picked independently by an independent accountant.
27.6 Winners will be notified by telephone, post or e-mail and there will be no cash alternative to the
prize as stated.
27.7 The judge’s decision shall be final, and no correspondence will be entered into.
27.8 Employees of Aura Infection Control Ltd and members of their families are barred from entry.
27.9 Employees of any partner / sponsor companies and members of their families are barred from
entry.
27.10 Aura Infection Control Ltd reserves the right to use images and data of competition winners for
publicity purposes.
27.11 If the competition is run as a raffle, all prizes must be claimed with a valid ticket and within 30
days of the closing date.
27.12 No purchase is necessary. All competitions & draws can be entered by contacting our head
office.
27.13 In the case of a tie, winners are picked independently by an independent accountant.