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Terms & Conditions

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THE KIRTON HEALTHCARE GROUP LIMITED TERMS AND CONDITIONS FOR THE SUPPLY OF PRODUCTS TO BUSINESS CUSTOMERS AND CONSUMERS
AGREED TERMS:

1. INTERPRETATION

1.1 Definitions.  In these Conditions, the following definitions apply:

“Business Customer”: a person or firm who purchases Products from us for business and not personal or private use;

“Consumer”: a person who purchases Products from us for personal or private use;

“Conditions”: has the meaning given in clause 2.1;

“Contract”: has the meaning given in clause 4.1;

“Customer”, “you”, “your”: a Business Customer or Consumer as the context requires;

“Order”: the Customer’s order for the Products as set out in the Customer’s purchase order form or the Customer’s written acceptance of our quotation;

“Products”: the goods (or any part of them) set out in the Order;

“Specification”: any specification for the Products, including any related plans and drawings, that is agreed in writing by you;

“Website”: means together or individually, www.kirton-healthcare.co.uk and www.kirton-dbo.co.uk;

“we, our”: The Kirton Healthcare Group Limited a company registered in England and Wales. Our company registration number is 01495570 and whose registered office is located at 23 Rookwood Way, Haverhill, Suffolk, CB9 8PB.

2. THESE TERMS AND CONDITIONS

2.1 What these terms and conditions cover. These are the terms and conditions on which we supply Products to you (the “Conditions“). The terms set out within these Conditions apply to all Customers, i.e. both Business Customers and Consumers unless a clause otherwise states.

2.2 Why you should read them. Please read these terms carefully before you submit your Order to us. These terms tell you who we are, how we will provide Products to you, how you and we may change or end the Contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms or require any changes, please contact us to discuss.

2.3 If you are a Business Customer you:

2.3.1 confirm that you have authority to bind any business on whose behalf you place an Order with us;

2.3.2 acknowledge that in entering in to this Contract you do not rely on any statement, representation, assurance, warranty (whether made innocently or negligently) that is not set out in these Conditions.

2.4 If you are a Business Customer, you and we agree that neither of us shall have any claim for innocent or negligent misrepresentation based on any statement in the Contract.

2.5 If you are a Business Customer you acknowledge that in entering in to a Contract with us these Conditions and any document expressly referred to in it constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

2.6 If you are a Business Customer these Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. INFORMATION ABOUT US AND HOW TO CONTACT US

3.1 Who we are. We are The Kirton Healthcare Group Limited a company registered in England and Wales. Our company registration number is 01495570 and our registered office is located at 23 Rookwood Way, Haverhill, Suffolk, CB9 8PB.  Our registered VAT number is 571 610 849 (“we”, “our”).

3.2 How to contact us. You can contact us by telephoning our customer service team on +44 (0) 1440 705352 or by writing to us at info@kirtonhealthcare.co.uk or 23 Rookwood Way, Haverhill, Suffolk, CB9 8PB.

3.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your Order.

3.4 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

4. OUR CONTRACT WITH YOU

4.1 How we will accept your Order. Our acceptance of your Order will take place when we write to you to accept it or we tell you that we are able to provide you with the Product, which we will also confirm in writing to you, at which point a contract will come into existence between you and us (the “Contract”).

4.2 If we cannot accept your Order. If we are unable to accept your Order, we will inform you of this in writing and will not charge you for the Product. This might be because the Product is out of stock, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the Product or because we are unable to meet a delivery deadline you have specified.

4.3 Your Order number. We will assign an Order number to your Order and tell you what it is when we accept your Order. It will help us if you can tell us the Order number whenever you contact us about your Order.

4.4 Quotations.  Quotations for Products given by us shall not constitute an Order.  Quotations may be withdrawn or revised at any time prior to the acceptance of an Order.

4.5 It is the Customer’s responsibility to ensure the terms of the Order and any applicable Specification are complete and accurate.

5. OUR PRODUCTS

5.1 Products may vary slightly from their pictures. The images of the Products in our brochure or on our Website are for illustrative purposes only.  Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours or the printed pictures in our brochure accurately reflects the colour of the Products. Your Product may vary slightly from those images. Although we have made every effort to be as accurate as possible, because our Products are handmade, all sizes, weights, capacities, dimensions and measurements indicated on our Website or in our brochure have a 5% tolerance.

5.2 Product packaging may vary. The packaging of the Product may vary from that shown in images on our Website or in our brochure.

5.3 Making sure your measurements and Specification are accurate.  If we are making the Product to measurements or Specification you have given us or we create on your behalf, you are responsible for ensuring that the measurements and Specification are correct.  You can find information and tips on how to measure in our brochure or on our Website, or by contacting us.

5.4 If colour of a Product is not specified in your Order, stock colours may be sent at our choice.

5.5 We accept no responsibility for any errors, omissions or other defect in any drawings, designs or Specifications not prepared by or on behalf of us and we shall be indemnified by you against any and all liabilities and expenses incurred by us arising therefrom.

5.6 All intellectual property rights arising in connection with the Contract and supply of a Product to you remain the property of us.

5.7 You shall indemnify us against any and all liabilities, claims and reasonable costs incurred by or made against us as a direct or indirect result of the carrying out of any work required to be done on or to the Products in accordance with the requirements of your Specification involving any infringement or alleged infringement of any rights of any third party.

6. YOUR RIGHTS TO MAKE CHANGES

6.1 If you wish to make a change to the Product you have ordered please contact us. We will let you know if the change is possible.  If it is possible we will let you know about any changes to the price of the Product, the timing for delivery or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

7. OUR RIGHTS TO MAKE CHANGES

7.1 Minor changes to the Product. We may change the Product:

7.1.1 to reflect changes in relevant laws and regulatory requirements; and

7.1.2 to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the Product.

8. PROVIDING THE PRODUCTS

8.1 Delivery and installation costs. The costs of delivery and installation will be as told to you during the Order process.  These costs can also be found in our current price list and on our Website as applicable.  We shall be entitled to invoice you for the cost of all pallets and other returnable packaging materials unless these are returned to us in good condition within 30 days of the date of delivery.

8.2 When we will provide the Products – This clause applies to Consumers Only. During the Order process we will let you know when we will provide the Products to you and install them (as applicable).

8.3 When we will provide the Products – This clause applies to Business Customers Only. During the Order process we will let you know when we will provide the Products to you and install them (as applicable).  Whilst every effort is made to meet delivery dates stated in any quotation, acknowledgement of Order or elsewhere, such dates are approximate only and not of any contractual effect and we will not incur any liability by reason of failure to deliver on any particular date or dates.

8.4 We are not responsible for delays outside our control. If our delivery or installation of the Products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay.  Provided we do this, we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the Contract and receive a refund for any Products you have paid for but not received.
If due to such events or circumstances outside of our control we have insufficient stocks to meet all our commitments, we may apportion available stocks between our customers in our sole discretion.

8.5 Licences and Consents.  If any licence or consent of any government or other authority shall be required for the acquisition, carriage or use of the Products by you, you shall be responsible for obtaining the same at your own cost and expense and if necessary produce evidence of the same to us on demand.  Failure to do so shall not entitle you to withhold or delay payment of the price.  Any additional expenses or charges incurred by us resulting from such failure shall be for your account.

8.6 Collection by you. If you have asked to collect the Products from our premises, you can collect the Products from us at any time during our working hours of 8:30 to 4:30pm Monday to Friday. f you are not at the delivery address when the Product is delivered. If no one is available at your address to take delivery and the Products cannot be posted through your letterbox, we will leave you a note informing you of how to rearrange delivery or collection. If you do not re-arrange delivery. If you do not collect the Products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the Contract and clause 12.2 will apply.

8.7 Failure to accept delivery – This clause applies to Business Customers Only.  If you refuse or fail to take delivery of the Products tendered in accordance with the Contract, we shall be entitled to immediate payment in full for the Products tendered.

8.8 If you do not allow us access to install. If you have asked us to install the Products for you and you do not allow us access to your property as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result up to 10% of the Contract price. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the Contract and clause 12.2 will apply.

8.9 Your legal rights if we deliver late – This clause applies to Consumers Only. You have legal rights if we deliver any Products late.  If we miss the delivery deadline for any Products then you may treat the Contract as at an end straight away if any of the following apply:

8.9.1 we have refused to deliver the Products;

8.9.2 delivery within the delivery deadline was essential (taking into account all the relevant circumstances) and this was clearly stated on the Order; or

8.9.3 you told us before we accepted your Order that delivery within the delivery deadline was essential.

8.10 Setting a new deadline for delivery – This clause applies to Consumers Only. If you do not wish to treat the Contract as at an end straight away, or do not have the right to do so under clause 8.9, we can arrange with you a new deadline for delivery, which must be reasonable, and you can treat the Contract as at an end if we do not meet the new deadline.

8.11 Ending the Contract for late delivery – This clause applies to Consumers Only.  If under clause 8.9 or clause 8.10 you choose to treat the Contract as at an end for late delivery, you can cancel your Order for any of the Products or reject Products that have been delivered. If you wish, you can reject or cancel the Order for some of those Products (not all of them), unless splitting them up would significantly reduce their value.  After that we will refund any sums you have paid to us for the cancelled Products and their delivery.  If the Products have been delivered to you, you will have to return them to us or allow us to collect them, and we will pay the costs of this.

8.12 Your legal rights if we deliver late – This clause applies to Business Customers Only.  If you are a Business Customer, failure to meet any agreed delivery date shall not give rise to liability on the part of us.

8.13 When you become responsible for the Product. The Product will be your responsibility from the time we deliver the Product to the address you gave us or you or a carrier organised by you collect it from us.

8.14 When you own the Products – This clause applies to Consumers Only. You own the Products once we have received payment in full.

8.15 When you own the Products – This clause applies to Business Customers Only.  You own the Products once we have received payment in full.
Until payment has been made in full to us, you shall have possession of the Products as bailee for us and shall store the Products in such a way as to enable them to be identified as our property, provided that if you are purchasing the Products for resale, you may in the ordinary course of your business sell and deliver the Products to a third party on condition that until such payment as aforesaid, you shall hold all proceeds of such sales in trust for us in a separate account.  You undertake in any such case forthwith upon being requested by us to assign to us all rights and claims which you may have against your customers arising from such sales until payment is made in full as aforesaid.

We reserve the right to repossess any Products in respect of which payment is overdue and thereafter to re-sell the same and for this purpose you hereby grant us an irrevocable right and licence to us, our servants and agents to enter upon all or any of your premises with or without vehicles during normal business hours.  This right shall continue to subsist notwithstanding the termination of the Contract for any reason and is without prejudice to any accrued rights of us thereunder or otherwise.

8.16 What will happen if you do not give required information to us.  We may need certain information from you so that we can supply the Products to you and install them for you. If so, this will have been stated in the description of the Products in our brochure or on our Website. We will contact you in writing to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the Contract (see clause 12.1) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying or installing the Products late or not supplying or installing any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

8.17 Reasons we may suspend the supply of Products to you. We may have to suspend the supply of a Product to:

8.17.1 deal with technical problems or make minor technical changes;

8.17.2 update the Product to reflect changes in relevant laws and regulatory requirements;

8.17.3 make changes to the Product as requested by you or notified by us to you (see clause 7).

8.18 Your rights if we suspend the supply of Products. We will contact you in advance to tell you we will be suspending supply of the Product, unless the problem is urgent or an emergency. You may contact us to end the Contract for a Product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 8 weeks and we will refund any sums you have paid in advance for the Product in respect of the period after you end the Contract.

8.19 We may also suspend supply of the Products if you do not pay. If you do not pay us for the Products when you are supposed to (see clause 14) and you still do not make payment within 30 days of us reminding you that payment is due, we may suspend supply of the Products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Products. We will not suspend the Products where you dispute the unpaid invoice (see clause 14.9). We will not charge you for the Products during the period for which they are suspended.  As well as suspending the Products we can also charge you interest on your overdue payments (see clause 14.8).

9. YOUR RIGHTS TO END THE CONTRACT WHERE YOU HAVE PURCHASED THE PRODUCTS AT A DISTANCE, FOR EXAMPLE (WITHOUT LIMITATION), ONLINE, BY TELEPHONE, POST OR BROCHURE ORDER.

Clauses 9.1 to 9.6 inclusive only apply to Consumer Contracts formed at a distance, for example (without limitation), online, by telephone, post or brochure ordering.
Clause 9.7 applies to Business Customer Contracts only.

9.1 You can always end your Contract with us.  Your rights when you end the Contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the Contract:

9.1.1 If what you have bought is faulty or mis-described you may have a legal right to end the Contract (or to get the Product repaired or replaced or a service re-performed or to get some or all of your money back), see clause 13;

9.1.2 If you want to end the Contract because of something we have done or have told you we are going to do, see clause 11.2;

9.1.3 If you have just changed your mind about the Product, see clause 9.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any Products to us;

9.1.4 In all other cases (if we are not at fault and there is no right to change your mind), see clause 9.6.

9.2 Ending the Contract because of something we have done or are going to do. If you are ending a Contract for a reason set out at clause 9.2.1 to 9.2.5 below the Contract will end immediately and we will refund you in full for any Products which have not been provided and you may also be entitled to compensation. The reasons are:

9.2.1 we have told you about an upcoming change to the Product or these Conditions which you do not agree to;

9.2.2 we have told you about an error in the price or description of the Product you have ordered and you do not wish to proceed;

9.2.3 there is a risk that supply of the Products may be significantly delayed because of events outside our control;

9.2.4 we have suspended supply of the Products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than8 weeks; or

9.2.5 you have a legal right to end the Contract because of something we have done wrong (including because we have delivered late (see clause 8.9).

9.3 Exercising your right to change your mind (Consumer Contracts Regulations 2013).  For most Products bought at a distance, for example (without limitation), online, by telephone, post or by through our brochure, you have a legal right to change your mind within 14 days and receive a refund.  These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these Conditions.

9.4 When you don’t have the right to change your mind.  You do not have a right to change your mind in respect of:

9.4.1 bespoke Products which are made to your Specification or have been clearly personalised;

9.4.2 Products sealed for health protection or hygiene purposes, once these have been unsealed after you receive them;

9.4.3 sealed audio or sealed video recordings or sealed computer software, once these products are unsealed after you receive them; and

9.4.4 any Products which become mixed inseparably with other items after their delivery.

9.5 How long do I have to change my mind in cases where clause 9.4 does not apply? How long you have depends on what you have ordered and how it is delivered.

9.5.1 Have you bought Products which are goods, if so you have 14 days after the day you (or someone you nominate) receives the Products, unless:

9.5.1.1 Your Products are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery to change your mind about the Products.

9.5.1.2 Your Products which are goods are for regular delivery over a set period. In this case you have until 14 days after the day you (or someone you nominate) receives the first delivery of the Products.

9.6 Ending the Contract where we are not at fault and there is no right to change your mind.  If you do not have any other rights to end the Contract (see clause 9.1), you can still contact us before it is completed and tell us you want to end it. If you do this the Contract will end immediately and we will refund any sums paid by you for Products not provided but we may deduct from that refund (or, if you have not made an advance payment), reasonable compensation for the net costs we will incur as a result of your ending the Contract particularly where Products have been or are being manufactured.

9.7 Ending the Contract – This clause applies to Business Customers Only.  If you would like to end your Contract with us you can contact us before it is completed and tell us you want to end it.  If you do this the Contract will end immediately and we will refund any sums paid in advance by you to us for Products not provided but we may deduct from that refund (or, if you have not made an advance payment), or request from you where you are yet to make payment, reasonable compensation for the net costs we will incur as a result of your ending the Contract particularly where Products have been or are being manufactured.

10. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND) – THIS CLAUSE APPLIES TO CONSUMERS ONLY

10.1 Tell us you want to end the Contract. To end the Contract with us, please let us know by doing one of the following:

10.1.1 Phone or email. Call customer services on +44 (0)1440 705352 or email us at info@kirtonhealthcare.co.uk. Please provide your name, home address, details of the Order and, where available, your phone number and email address.

10.1.2 By post.  Simply write to us at 23 Rookwood Way, Haverhill, Suffolk, CB9 8PB providing your name, home address, details of the Order and, where available, your phone number and email address.

10.2 Returning Products after ending the Contract. If you end the Contract for any reason after Products have been dispatched to you or you have received them, you must return them to us.  You must either return the Products in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you.  Please call customer services on +44 (0)1440 705352 or email us at info@kirtonhealthcare.co.uk to arrange collection.  If you are exercising your right to change your mind you must send off the Products within 14 days of telling us you wish to end the Contract.

10.3 When we will pay the costs of return. We will pay the costs of return:

10.3.1 if the Products are faulty or mis-described;

10.3.2 if you are ending the Contract because we have told you of an upcoming change to the Product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong; or

10.3.3 if you are exercising your right to change your mind.
In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return.

10.4 What we charge for collection. If you are responsible for the costs of return and we are collecting the Product from you, we will charge you the direct cost to us of collection.

10.5 How we will refund you.  We will refund you the price you paid for the Products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.

10.6 Deductions from refunds. If you are exercising your right to change your mind:

10.6.1 We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the Products, if this has been caused by your handling them in a way which would not be permitted in a shop If we refund you the price paid before we are able to inspect the Products and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.

10.6.2 The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a Product within 3-5 days at one cost but you choose to have the Product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.

10.7 When your refund will be made.  We will make any refunds due to you as soon as possible.  If you are exercising your right to change your mind then:

10.7.1 If the Products are goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the Product back from you or, if earlier, the day on which you provide us with evidence that you have sent the Product back to us.

10.7.2 In all other cases, your refund will be made within 14 days of your telling us you have changed your mind.

11. YOUR RIGHTS TO END THE CONTRACT WHERE THE CONTRACT HAS BEEN FORMED AT OUR PREMISES – THIS CLAUSE APPLIES TO CONSUMERS ONLY

11.1 You can always end the Contract for supply of a Product before it has been delivered, installed and paid for. You may contact us to end your Contract for a Product at any time before we have delivered and installed it and you have paid for it, but in some circumstances we may charge you for doing this, as described below.  Of course, you always have rights where a Product is faulty or mis-described (see clause 13, “If there is a problem with the Products”).

11.2 What happens if you have good reason for ending the Contract. If you are ending the Contract for a reason set out at clause 11.2.1 to 11.2.5 below the Contract will end immediately and we will refund you in full for any Products which have not been provided or have not been provided properly and you may also be entitled to further compensation. The reasons are:

11.2.1 we have told you about an upcoming change to the Product or these terms which you do not agree to;

11.2.2 we have told you about an error in the price or description of the Product you have ordered and you do not wish to proceed;

11.2.3 there is a risk that supply of the Products may be significantly delayed because of events outside our control;

11.2.4 we have suspended supply of the Product for technical reasons, or we notify you that we are going to suspend them for technical reasons, in each case for a period of more than six weeks; or

11.2.5 you have a legal right to end the Contract because of something we have done wrong (but see clause 8.8).

11.3 What happens if you end the Contract without a good reasonThis clause applies to the supply of Products only. If you are not ending the Contract for one of the reasons set out in clause 11.2, then the Contract will end immediately and we will refund any sums paid by you for Products not provided but we may deduct from that refund (or, if you have not made an advance payment), charge you reasonable compensation for the net costs we will incur as a result of your ending the Contract.

11.4 What happens if you end the Contract without a good reasonThis clause applies to the supply of services only. Unless you have a right to end the Contract immediately (see clause 11.2), the Contract will not end until 30 days after the day on which you contact us. We will refund any advance payment you have made for Products which will not be provided to you. For example, if you tell us you want to end the Contract on 4 February we will continue to supply the Product until 3 March. We will only charge you for supplying the Product up to 3 March and will refund any sums you have paid in advance for the supply of the Product after 3 March.

11.5 Returning Products after ending the Contract. If you end the Contract after Products have been dispatched to you and (because we cannot recall them) they are delivered to you, you must return them to us.  We will pay the costs of return if you are ending the Contract because we have told you of an upcoming change to the Product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you are exercising your legal rights to end the Contract because of something we have done wrong then we will pay the costs of return.  In all other circumstances you must pay the costs of return.

12. OUR RIGHTS TO END THE CONTRACT

12.1 We may end the Contract if you break it. We may end the Contract for a Product at any time by writing to you if:

12.1.1 you do not make any payment to us or we are unable to collect payment from you when it is due and you still do not make payment within 30 days of us reminding you that payment is due;

12.1.2 you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Products, for example, upholstery fabric type and colour;

12.1.3 you do not, within a reasonable time, allow us to deliver the Products to you and install them or collect them from us.

12.2 You must compensate us if you break the Contract.  If we end the Contract in the situations set out in clause 12.1 we will refund any money you have paid in advance for Products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the Contract.

12.3 We may withdraw the Product.  We may write to you to let you know that we are going to stop providing the Product. We will let you know at least 6 weeks in advance of our stopping the supply of the Product and will refund any sums you have paid in advance for Products which will not be provided.

12.4 Our rights to terminate the Contract –  This clause applies to Business Customers Only.  In addition to our rights set out above, where you are a Business Customer, if you become subject to any of the events listed in clause 12.5, we may terminate the Contract with immediate effect by giving written notice to you.

12.5 For the purposes of clause 12.4, the relevant events are:

12.5.1 the Business Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

12.5.2 the Business Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

12.5.3 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Business Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Business Customer with one or more other companies or the solvent reconstruction of the Business Customer;

12.5.4 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Business Customer;

12.5.5 (being a company) the holder of a qualifying floating charge over the Business Customer’s assets has become entitled to appoint or has appointed an administrative receiver;

12.5.6 a person becomes entitled to appoint a receiver over the Business Customer’s assets or a receiver is appointed over the Business Customer’s assets;

12.5.7 (being an individual) the Business Customer is the subject of a bankruptcy petition or order;

12.5.8 a creditor or encumbrancer of the Business Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

12.5.9 any event occurs, or proceeding is taken, with respect to the Business Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.5.1 to clause 12.5.8 (inclusive);

12.5.10 the Business Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;

12.5.11 the Business Customer’s financial position deteriorates to such an extent that in the our opinion the Business Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and

12.5.12 (being an individual) the Business Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

12.6 Without limiting its other rights or remedies, we may suspend provision of the Goods under the Contract or any other contract between us and a Business Customer if the Business Customer becomes subject to any of the events listed in clause 12.5.1 to clause 12.5.8 (inclusive), or we reasonably believe that the Business Customer is about to become subject to any of them, or if the Business Customer fails to pay any amount due under the Contract on the due date for payment.

12.7 On termination of a Contract made with a Business Customer for any reason, the Business Customer shall immediately pay to us all of our outstanding unpaid invoices and interest.

12.8 Termination of a Contract made with a Business Customer, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.

13. IF THERE IS A PROBLEM WITH THE PRODUCT

13.1 How to tell us about problems. If you have any questions or complaints about the Product, please contact us. You can telephone our consumer service team at +44 (0) 1440 705352 or write to us  at info@kirtonhealthcare.co.uk or 23 Rookwood Way, Haverhill, Suffolk, CB9 8PB .

13.2 Summary of your legal rights – This clause applies to Consumers Only. We are under a legal duty to supply Products that are in conformity with this Contract. See the box below for a summary of your key legal rights in relation to the Product.  Nothing in these Conditions will affect your legal rights.

Summary of your key legal rights

This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.

The Consumer Rights Act 2015 says Products which are goods (including any digital content supplied on them) must be as described, fit for purpose and of satisfactory quality. During the expected life of your Product your legal rights entitle you to the following:
• up to 30 days: if your item is faulty, then you can get a refund.
• up to six months: if your faulty item can’t be repaired or replaced, then you’re entitled to a full refund, in most cases.
• up to six years: if the item can be expected to last up to six years you may be entitled to a repair or replacement, or, if that doesn’t work, some of your money back.

13.3 Your obligation to return rejected Products – This clause applies to Consumers Only. If you wish to exercise your legal rights to reject Products you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage, please contact us for a free returns label or collection.

The following clauses 13.4 to 13.8 inclusive apply to Business Customers only.

13.4 We shall not be liable to you:

13.4.1 for shortages in quantity delivered unless you notify us in writing of any claim for short delivery within 7 days of receipt of the Products;

13.4.2 for damage to or loss of the Products or any part thereof in transit (where the Products are carried by our own transport or by a carrier on behalf of us), unless you notify us of any such claim within 7 days of receipt of the Products or the receipt of advice note or invoice whichever shall be the earlier;

13.4.3 for defects in the Products caused by any act, neglect or default of you or of any third party including non-compliance with the guidance notes for interpretation of our warranty/liability provisions, as provided to you;

13.4.4 where the Specification and/or material has been specifically requested by you and against the recommendations of us;

13.5 Where we are found to be liable under any warranty provided by us to you in respect of the Products or where there is a shortage, damage or loss as referred to in clause 13.4 above the sole responsibility of us shall be at our option to make good any shortage or non-delivery and/or as appropriate replace or repair any Products found to be damaged or defective and/or refund the purchase price of the damaged, defective or undelivered Products.

13.6 Our aggregate liability to you shall be limited as set out in clause 16.

13.7 We shall be deemed to have fulfilled our contractual obligations in respect of any delivery though the quantity may be up to 10% more or less than the quantity specified in the Contract and in such event you shall pay for the actual quantity delivered.

13.8 Subject to the foregoing and clause 16, all conditions, warranties and representations expressed or implied by statute common law or otherwise in relation to the Products are hereby excluded and the Seller shall be under no liability to you for any loss, damage or injury, direct or indirect, resulting from defective material, faulty workmanship or otherwise, howsoever arising and whether or not caused by our negligence.

14. PRICE AND PAYMENT

14.1 Where to find the price for the Product. The price of the Product (which excludes VAT and carriage and any other taxes or duties payable by you) will be the price set out in our price list in force at the date of your Order or on the order pages where you have placed an Order through our Website, unless we have agreed another price in writing. We take all reasonable care to ensure that the price of Product advised to you is correct.  However please see clause 14.5 for what happens if we discover an error in the price of the Product you Order.

14.2 VAT will be automatically added to invoices unless a VAT exemption form accompanies an Order.

14.3 Any other taxes payable on an Order will be automatically added to invoices unless an applicable exemption applies.

14.4 We will pass on changes in the rate of VAT. If the rate of VAT changes between your Order date and the date we supply the Product, we will adjust the rate of VAT that you pay, unless you have already paid for the Product (including delivery and installation costs (as applicable)) in full before the change in the rate of VAT takes effect.

14.5 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the Products we sell may be incorrectly priced. We will normally check prices before accepting your Order so that, where the Product’s correct price at your Order date is less than our stated price at your Order date, we will charge the lower amount. If the Product’s correct price at your Order date is higher than the price stated in our price list, we will contact you for your instructions before we accept your Order. If we accept and process your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may terminate the Contract, refund you any sums you have paid and require you to return the Product at our expense.

14.6 When you must pay and how you must pay – This clause applies to Consumers Only. We accept payment with Visa Debit/Credit, Mastercard, Switch and Amex. You must pay for the Products (including delivery and installation costs (as applicable)) before we dispatch them.  We will charge your credit or debit card prior to dispatch of the Products to you

14.7 When you must pay and how you must pay – This clause applies to Business Customers Only.  Payment is due for all Orders within 30 days of the date of our invoice unless otherwise agreed in writing.

14.8 We can charge interest if you pay late. If you do not make any payment to us or if we are unable to collect any payment from you by the due date we may charge interest to you on the overdue amount at the rate of 2% a year above the base lending rate of Barclay’s Bank plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

14.9 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know and we will not charge you interest until we have resolved the issue.

14.10 Credit – This clause applies to Business Customers Only.  Any granting of, or extension of credit allowed to a Business Customer may be changed or withdrawn by us at any time.

15. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU – THIS CLAUSE APPLIES TO CONSUMERS ONLY

15.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking the Contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

15.2 When we are liable for damage to your property. If we are installing the Products or providing other services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the services.

15.3 We are not liable for business losses. We only supply the Products to Consumers for domestic and private use. If you use the Products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

16. OUR LIABILITY – THIS CLAUSE APPLIES TO BUSINESS CUSTOMERS ONLY

16.1 Nothing in these Conditions shall limit or exclude our liability for:

16.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

16.1.2 fraud or fraudulent misrepresentation;

16.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;

16.1.4 defective products under the Consumer Protection Act 1987; or

16.2 Subject to clause 16.1:

16.2.1 we shall under no circumstances whatever be liable to the Business Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

16.2.2 our total liability to the Business Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total price of the Contract for the Products under which the liability arises.

16.3 Our prices are determined on the basis of the limits of liability set out in these Conditions.  You may by written notice to us request use to agree a higher limit of liability provided insurance cover can be obtained by us for you.  We shall effect insurance cover up to such limit, where able, and you shall pay upon demand the amount of any and all such premiums incurred by us in obtaining this additional cover.  You shall disclose such information as the insurers shall require.  In no case shall you be entitled to recover from us more than the amount received from the insurers.

17. WARRANTY

17.1 Save as set out below, or where we offer an express written warranty for a specific Product on alternative terms we warrant that the Products will be free from defects of workmanship, design, or materials for a period of twelve months from the date of delivery.

17.2 Metal frames for dynamic seating Products (GE-II, Delta, Encora, Omega, Duo, Florien, Suffolk, Mini and Midi Ultima) are warranted as set out in clause 17.1 above for a period of five years from the date of delivery to you.

17.3 Metal-framed Suites and Moduform frame Products are warranted as set out in clause 17.1 above for three years from the date of delivery.

17.4 The Kirton DBO Commode stainless steel frame Product is warranted as set out in clause 17.1 above for a period of five years from the date of delivery.

17.5 We shall not be liable to you:

17.5.1 for shortages in quantity delivered unless you notify us in writing of any claim for short delivery within 7 days of delivery of the Products.

17.5.2 for damage to or loss of the Products or any part thereof in transit (where the Products are carried by your own transport or by a carrier on behalf of you), unless you notify us of any such claim within 7 days of delivery of the Products or the receipt of an advice note or invoice whichever shall be the earlier.

17.5.3 for defects in the Products caused by any act, neglect or default of you or of any third party including non-compliance with the “Guidance Notes For Interpretation of Kirton’s Warranty and Liability Provisions”, a copy of which is available on request and can also be found on the Website and clauses 3 (a), (b), (c), (d), (e) and (f) contained therein.

17.5.4 where the Specification and/or Product material has been specifically requested by you and against our recommendations.

17.6 Where we are found to be liable under the warranty set out in clause 17.1 above, or for the shortages, damage or loss referred to in clause 17.2 above, the sole responsibility of us shall be, in our sole option to make good any shortage or non-delivery and/or as appropriate replace or repair any Products found to be damaged or defective and/or refund the purchase Price of the damaged, defective or undelivered Products.

18. HOW WE MAY USE YOUR PERSONAL INFORMATION

18.1 How we will use your personal information.  We will use the personal information you provide to us:

18.1.1 to supply the Products to you;

18.1.2 to process your payment for the Products; and

18.1.3 if you agreed to this during the Order process, to inform you about similar Products that we provide, but you may stop receiving these communications at any time by contacting us.

18.2 We may pass your personal information to credit reference agencies. Where we extend credit to you for the Products we may pass your personal information to credit reference agencies and they may keep a record of any search that they do.

18.3 We will only give your personal information to other third parties where the law either requires or allows us to do so.

19. OTHER IMPORTANT TERMS

19.1 We may transfer this Agreement to someone else. We may transfer our rights and obligations under these Conditions to another organisation.  We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the Contract.

19.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Conditions to another person if we agree to this in writing.

19.3 Nobody else has any rights under this Contract. This Contract is between you and us.  No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end this Contract or make any changes to these Conditions.

19.4 If a court finds part of this Contract illegal, the rest will continue in force.  Each of the paragraphs of these Conditions operates separately.  If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

19.5 Even if we delay in enforcing this Contract, we can still enforce it later.  If we do not insist immediately that you do anything you are required to do under these Conditions, or if we delay in taking steps against you in respect of your breaking this Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Products, we can still require you to make the payment at a later date.

19.6 Which laws apply to this Contract and where you may bring legal proceedings – This clause applies to Consumers Only. These terms are governed by English law and you can bring legal proceedings in respect of the Products in the English courts.  If you live in Scotland you can bring legal proceedings in respect of the Products in either the Scottish or the English courts.  If you live in Northern Ireland you can bring legal proceedings in respect of the Products in either the Northern Irish or the English courts.

19.7 Which laws apply to this Contract and where you may bring legal proceedings – This clause applies to Business Customers Only.  A 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.
We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).

19.8 Alternative dispute resolution – This clause applies to Consumers Only.  Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to British Healthcare Trades Association (www.bhta.net)  in writing to complaints@bhta.com or by letter to BHTA, New Loom House, Suite 4.06, 101 Back Church Lane, London E1 1LU.

Effective December 2015

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