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Terms and Conditions for Sale of Medical Equipment

CROMAS Offshore Rentals trading as CROMAS Medical
www.cromasmedical.co.uk

Last Updated: January 2026

1. Definitions and Interpretation

1.1 In these Terms and Conditions:

  • "Company", "We", "Us", or "Our" means CROMAS Offshore Rentals trading as CROMAS Medical, a company operating under the laws of England and Wales.

  • "Customer", "You", or "Your" means the person, firm, or company who purchases Equipment from the Company.

  • "Equipment" means any medical equipment, devices, instruments, supplies, or related products sold by the Company.

  • "Contract" means the contract for the sale and purchase of Equipment under these Terms and Conditions.

  • "Order" means the Customer's order for Equipment as set out in the Order Confirmation.

  • "Order Confirmation" means the Company's written acceptance of an Order.

  • "Delivery" means transfer of physical possession of the Equipment to the Customer.

  • "Price" means the price for the Equipment as set out in the Order Confirmation.

1.2 References to statutes or regulations include any amendments or re-enactments thereof.

2. Application of Terms

2.1 These Terms and Conditions apply to all sales of Equipment by the Company and shall govern the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate.

2.2 Any quotation provided by the Company is an invitation to treat only and does not constitute an offer.

2.3 Orders shall only be deemed accepted when the Company issues an Order Confirmation, at which point the Contract shall come into existence.

2.4 The Company reserves the right to refuse any Order at its discretion.

3. Equipment Specifications and Descriptions

3.1 All descriptions, specifications, illustrations, drawings, and advertising material relating to the Equipment are approximate only and are intended merely to present a general idea of the Equipment described therein.

3.2 The Company reserves the right to make changes to the Equipment which are required to conform to applicable safety or statutory requirements or which do not materially affect the nature or quality of the Equipment.

3.3 The Customer is responsible for ensuring that the Equipment ordered is suitable for its intended purpose.

4. Price and Payment

4.1 The Price shall be as stated in the Order Confirmation or, where no price is quoted, the price set out in the Company's published price list at the date of Order Confirmation.

4.2 All Prices are exclusive of VAT, which shall be added at the applicable rate.

4.3 The Company reserves the right to increase the Price to reflect any increase in costs including (but not limited to) costs of materials, labour, transportation, or currency fluctuations occurring between Order Confirmation and Delivery.

4.4 Payment terms shall be as specified in the Order Confirmation. Unless otherwise stated, payment is due within 30 days of the invoice date.

4.5 Time for payment is of the essence. If payment is not received by the due date, the Company reserves the right to:

  • Charge interest on overdue amounts at 4% per annum above the Bank of England base rate from time to time, accruing daily; and/or

  • Suspend further deliveries until payment is received; and/or

  • Terminate the Contract.

4.6 The Customer shall pay all amounts due in full without any set-off, counterclaim, deduction, or withholding except as required by law.

5. Medical Device Regulations and Compliance

5.1 All Equipment supplied is intended for use in accordance with applicable UK medical device regulations, including the Medical Devices Regulations 2002 (as amended) and the UK Medical Devices Regulations 2024.

5.2 The Company warrants that all Equipment supplied bears the appropriate UKCA or CE marking (as applicable) and complies with all relevant regulatory requirements at the time of supply.

5.3 The Customer is responsible for:

  • Ensuring that all persons who use the Equipment are appropriately trained and qualified;

  • Using the Equipment only for its intended purpose and in accordance with manufacturer's instructions;

  • Maintaining proper records of Equipment use as required by applicable regulations;

  • Reporting any adverse incidents to the MHRA (Medicines and Healthcare products Regulatory Agency) as required.

5.4 The Customer warrants that it holds all necessary licences, registrations, and authorisations required to purchase, possess, and use the Equipment.

6. Delivery

6.1 Delivery shall be made to the address specified in the Order Confirmation.

6.2 Any dates quoted for Delivery are estimates only and time of Delivery is not of the essence. The Company shall not be liable for any delay in Delivery howsoever caused.

6.3 The Company may deliver the Equipment in instalments. Each instalment shall constitute a separate Contract and failure by the Company to deliver or any defect in one instalment shall not entitle the Customer to cancel any other instalment.

6.4 If the Customer fails to take Delivery within 5 business days of notification that the Equipment is ready, the Company may:

  • Store the Equipment at the Customer's risk and expense; and/or

  • Charge reasonable storage costs; and/or

  • After giving written notice, dispose of the Equipment and charge the Customer for any losses incurred.

6.5 The Customer shall inspect the Equipment immediately upon Delivery and notify the Company in writing within 48 hours of any shortage, damage, or non-conformity. Failure to do so shall be conclusive evidence that the Equipment was delivered in good condition and in accordance with the Contract.

7. Risk and Title

7.1 Risk of damage to or loss of the Equipment shall pass to the Customer upon Delivery.

7.2 Title to the Equipment shall not pass to the Customer until the Company has received payment in full (in cash or cleared funds) for:

  • The Equipment; and

  • Any other goods or services supplied by the Company to the Customer in respect of which payment is then due.

7.3 Until title passes, the Customer shall:

  • Hold the Equipment as bailee and fiduciary agent for the Company;

  • Store the Equipment separately and in a manner which makes it readily identifiable as the Company's property;

  • Not remove or obscure any identifying marks on the Equipment;

  • Maintain the Equipment in satisfactory condition;

  • Insure the Equipment for its full replacement value;

  • Not charge, pledge, or encumber the Equipment;

  • Notify the Company immediately if it becomes subject to any insolvency proceedings.

7.4 The Customer grants the Company, its agents, and employees an irrevocable licence to enter any premises where the Equipment is located to inspect or repossess it at any time before title passes.

7.5 If any payment due from the Customer is overdue, the Company may (without prejudice to its other rights) recover or resell the Equipment and may enter the Customer's premises for that purpose.

8. Warranty

8.1 The Company warrants that the Equipment will, at the time of Delivery:

  • Conform in all material respects to its description;

  • Be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and

  • Be free from material defects in design, material, and workmanship.

8.2 The warranty period shall be 12 months from the date of Delivery unless otherwise specified in writing by the Company.

8.3 The Company shall, at its option, repair or replace any Equipment found to be defective or refund the Price (or a proportionate part thereof) provided that:

  • The Customer notifies the Company in writing within 7 days of discovery of the defect;

  • The Company is given a reasonable opportunity to examine the Equipment;

  • The Customer returns the Equipment to the Company at the Customer's cost if required;

  • The defect has arisen solely from defective materials or workmanship.

8.4 The warranty does not apply if:

  • The Customer makes further use of the Equipment after giving notice of a defect;

  • The defect arises from the Customer's failure to follow instructions or recommendations;

  • The defect arises from wilful damage, negligence, abnormal working conditions, misuse, or alteration;

  • The Equipment has been repaired or modified by anyone other than the Company or its authorised agents;

  • The Equipment is used otherwise than for its intended purpose;

  • The Customer fails to maintain the Equipment in accordance with manufacturer's instructions.

8.5 Except as expressly stated in these Terms and Conditions, all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.6 The Company's total liability under this warranty clause shall not exceed the Price paid for the defective Equipment.

9. Limitation of Liability

9.1 Nothing in these Terms and Conditions shall limit or exclude the Company's liability for:

  • Death or personal injury caused by its negligence;

  • Fraud or fraudulent misrepresentation;

  • Breach of the terms implied by section 12 of the Sale of Goods Act 1979;

  • Any other liability which cannot be limited or excluded by applicable law.

9.2 Subject to clause 9.1, the Company shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

  • Loss of profits;

  • Loss of sales or business;

  • Loss of agreements or contracts;

  • Loss of anticipated savings;

  • Loss of or damage to goodwill;

  • Loss of use or corruption of software, data, or information;

  • Any indirect or consequential loss.

9.3 Subject to clause 9.1, the Company's total liability to the Customer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the Price paid for the Equipment.

9.4 The Customer shall indemnify and keep indemnified the Company against all losses, damages, costs, and expenses incurred by the Company arising from any claim by a third party resulting from the Customer's use of the Equipment.

10. Returns and Cancellations

10.1 The Customer may only return Equipment with the prior written consent of the Company.

10.2 If the Company agrees to accept a return, the Customer shall be responsible for:

  • All packaging and transportation costs;

  • Ensuring the Equipment is returned in its original packaging in an unused and resaleable condition;

  • Any restocking fee (typically 25% of the Price) as notified by the Company.

10.3 The Company reserves the right to refuse any return that does not meet the conditions set out in clause 10.2.

10.4 Once an Order has been confirmed, cancellation by the Customer shall only be accepted with the Company's written consent and may be subject to a cancellation charge.

10.5 Custom-ordered or specially manufactured Equipment cannot be cancelled or returned.

11. Intellectual Property

11.1 All intellectual property rights in the Equipment, including but not limited to patents, trademarks, design rights, and copyright, shall remain the property of the Company or its licensors.

11.2 The Customer shall not use the Company's trademarks, trade names, or logos without prior written consent.

12. Confidentiality

12.1 Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 12.2.

12.2 A party may disclose the other party's confidential information:

  • To its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract;

  • As may be required by law, court order, or any governmental or regulatory authority.

13. Data Protection

13.1 Both parties shall comply with all applicable data protection legislation including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

13.2 The Company's Privacy Policy (available on our website) sets out how we process personal data.

13.3 The Customer warrants that it has obtained all necessary consents to provide any personal data to the Company.

14. Force Majeure

14.1 Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from any cause beyond the reasonable control of that party, including but not limited to acts of God, war, riot, civil commotion, compliance with any law or governmental order, accident, fire, flood, storm, pandemic, epidemic, or shortage of materials or transport facilities.

14.2 If the force majeure event continues for more than 90 days, either party may terminate the Contract by giving written notice to the other party.

15. Termination

15.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than 30 days' written notice.

15.2 Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if:

  • The Customer fails to pay any amount due under the Contract on the due date;

  • The Customer commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within 14 days of being notified to do so;

  • The Customer suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due;

  • The Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts;

  • A petition is filed, a notice is given, a resolution is passed, or an order is made for the winding up of the Customer;

  • The Customer is the subject of a bankruptcy petition or order;

  • A creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration, or other such process is levied or enforced on, any part of the Customer's property;

  • An administrator, administrative receiver, liquidator, receiver, trustee, manager, or similar is appointed over any of the Customer's assets or undertaking;

  • 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 above.

15.3 Upon termination, the Customer shall immediately pay all outstanding amounts owed to the Company.

16. General Provisions

16.1 Assignment: The Customer may not assign, transfer, or sub-contract any of its rights or obligations under the Contract without the prior written consent of the Company. The Company may assign or sub-contract any of its rights or obligations under the Contract.

16.2 Waiver: No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy.

16.3 Severance: If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable, the validity of the other provisions shall not be affected.

16.4 Entire Agreement: The Contract constitutes the entire agreement between the parties and supersedes all previous agreements, understandings, and arrangements between them.

16.5 Variation: Any variation to the Contract must be in writing and signed by both parties.

16.6 Third Party Rights: No person who is not a party to the Contract shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

16.7 Notices: Any notice required to be given under the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery to the other party at its registered office or principal place of business, or sent by email to the address specified by the receiving party. Notices shall be deemed received upon delivery if delivered by hand, 2 business days after posting if sent by post, or at the time of transmission if sent by email during business hours (or on the next business day if sent outside business hours).

17. Governing Law and Jurisdiction

17.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

17.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

Contact Information

CROMAS Offshore Rentals trading as CROMAS Medical
Website: www.cromasmedical.co.uk

For any queries regarding these Terms and Conditions, please contact us through the details provided on our website.

By placing an Order with CROMAS Medical, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

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