1.     Definition of Product/Services

"Contract" means the contract between the Manufacturer and the Customer, which includes these terms and conditions. 

"Customer" means the organisation or individual requesting the Equipment and includes representatives, agents, funding bodies and charitable organisations.

“Designated User” means the person for whose use the equipment is manufactured or supplied.

“Manufacturer” means Tomcat Special Needs Innovations Ltd

“Licence” means the exclusive and non-transferable  licence set out in clause 10.2 below.

"Equipment" means the tricycle, bed, chair, standing platform and any other equipment provided by the manufacturer together with the design works ancillary thereto, and includes Custom Built Equipment and components suppled by third parties together with any services required in order to deliver the equipment.

“Custom Built” means Equipment which has been designed and manufactured or customized in accordance with the instructions of the Customer and is not otherwise available.

2.     Acceptance

Acceptance of the Contract occurs upon receipt of a Purchase Order or other authorisation by the Customer of the signed Quotation.

3.     Payment of the Contract Price

The Customer shall pay to the Manufacturer the Contract Price set out in the Quotation immediately upon delivery of the Equipment, or in the absolute discretion of the Manufacturer, within 30 days of the date of the invoice.  The Manufacturer may require a deposit of up to 50% prior to the commencement of work.  The Manufacturer may charge interest on any overdue amount at the rate of 4% per month or part thereof from the date upon which payment is due until the date of payment. The Manufacturer may also suspend delivery of the Equipment.

4.     Delivery

4.1   The date of delivery of the Equipment is approximate only. Unless otherwise expressly agreed in writing by the Manufacturer, time is not of the essence of the Contract.  

4.2   Unless otherwise agreed, delivery is carried out at the risk of the Customer.

5.     Cancellation

The Contract cannot be cancelled in whole or part by the Customer except on terms that will fully compensate the Manufacturer for any foreseeable expense or loss. 

6.     Manufacturer’s Obligations

The Manufacturer agrees to provide the Equipment to the Customer as selected by the Customer in accordance with the Quotation.

7.      The Responsibilities of the Customer

The provision of the Equipment is subject to the following conditions which remain the responsibility of the Customer.  The Customer agrees to; 

7.1 Provide all data, information and material required by the Manufacturer for the purposes of producing the Equipment.

7.2 Ensure that the information provided is complete, accurate and in answer to the Manufacturer’s request.

7.3 Be responsible for fully co-operating with The Manufacturer.

7.4 Immediately inform the Manufacturer of any relevant feedback concerning the design, use or alleged defect in the Equipment.

7.5 Be responsible for selecting how the Equipment will meet the specific requirements of the Designated User.

8.     Custom Built Equipment

8.1   The Customer agrees to accept Custom Built Equipment without the relevant CE or other standards and safety certification.

8.2 Custom Built Equipment may be submitted for Customer’s approval and the Manufacturer shall incur no liability for any errors not corrected by the Customer in the Equipment so submitted.

8.3 The Manufacturer may terminate the Contract in whole or in part with immediate effect without the Customer or the Designated User suffering loss if in its absolute discretion The Manufacturer decides that it is unable to complete the manufacture of the Custom Built Equipment for reasons of health and safety, technical difficulties or other relevant considerations.

9.     Return of Equipment

The Manufacturer may, upon 7 days notice to the Customer, recall the Equipment at any time in order to carry out further work under warranty or which may, in the absolute discretion of the Manufacturer, be required. The Customer agrees to deliver it to and collect it from the Manufacturer and to be responsible for the costs of transport. The Manufacturer accepts no liability howsoever for losses suffered by the Designated User arising from use of the Equipment following notice of recall and prior to the completion of further works.

10.   Intellectual Property and Permitted Use

10.1 All design right, patent and copyright and other rights relating to the Equipment shall be the property of the Manufacturer and the Customer shall have no rights thereto except for the licence to use it granted by this Contract.

10.2 Subject to the terms of this Contract and in consideration of the Contract Price, The Manufacturer grants to the Customer an exclusive and non-transferrable licence to use the Equipment so licensed in the UK during the term of the licence and throughout the World.

10.3 The Customer shall not during subsistence of the Licence or at any time subsequently register or use any of the Manufacturer’s rights in its own name as proprietor.

10.4 The Customer recognises the Manufacturer’s copyright and shall not claim any right title or interest in it.

10.5 The Customer shall notify The Manufacturer immediately upon becoming aware of any unauthorised use or copying of the Equipment.

10.6 The Manufacturer shall have the sole right to take action  against third parties in respect of any infringement of its rights and if required to do so by the Manufacturer, the Customer shall co-operate fully with the Manufacturer in any such action.

10.7 The Customer shall not translate or adapt the Equipment for any purpose nor arrange or create derivative works based on the Equipment without the Manufacturer's express written consent in each case.

10.8 The Customer shall not assign mortgage charge or otherwise deal with the benefit of the Licence or grant any sub-licence without the prior written consent of the Manufacturer.

11.   Risk and Retention of Title

Until the time of full payment of any outstanding monies, the Customer shall be bailee of the Equipment on behalf of the Manufacturer and shall keep it safely.  The Manufacturer may withdraw permission at any time prior to full payment to use the Equipment and to require its return.

12.   Warranty

12.1 The Manufacturer provides a 1 year warranty that the Equipment will be free from mechanical error and defective workmanship.

12.2 The obligations of the Manufacturer pursuant to the Warranty are limited to the repair, alteration and/or replacement of those parts of the Equipment which, in its absolute discretion it deems to be necessary to rectify the Equipment from mechanical error and defective workmanship.

12.3 The Warranty in clause 12.1 shall not apply where;

12.31 The Equipment is not used in accordance with the Manufacturer’s instructions;

12.32 The equipment has been altered, modified or converted by a third party;

12.33 Any failure in the Equipment results from a component of a third party or for any reason outside the Manufacturer’s control.

12.34 No warranty is provided as to whether and the way in which the Equipment meets the requirements of the Designated User.

13.   Exemptions and Limitations

13.1 The Customer accepts that it is responsible to select how the Equipment will meet its specific requirements in relation to the use of the Equipment.

13.2 Whilst the Manufacturer may accept liability for death or personal injury directly caused by its act or omission or for direct physical damage of Customer’s tangible property, it will not be liable for loss or damage howsoever caused (even if foreseeable) where:-

Any alleged default has been corrected

The loss complained of is economic, to include, loss of profits, business, revenue or goodwill.

Special, indirect or consequential loss or loss arising from third party claims.

Loss caused by the Manufacturer acting under the instructions of the Customer and its representatives.

The loss is caused by the Customer including the inappropriate or unsupervised use of the Equipment by the Designated User.

The loss is caused by the use of the Equipment by a Third party other than the Designated User.

The loss is caused by a third party, including a supplier of Equipment or services pursuant to this Contract, other than the Manufacturer.

The loss arises out of the choice of Services/Products by the Customer.

The loss is caused by lost or delayed delivery of the Equipment or any part of it.

The loss arises out of the absence of certification in the case of Custom Built Equipment.

13.4The Manufacturer shall not be liable for damages in excess of the total Contract Price.

13.5 The Customer acknowledges that the Contract Price has been calculated on the basis that the Manufacturer excludes and/or limits its liability to the Customer in accordance with the Contract and that the exclusions and limitations contained in the Contract are fair and reasonable in all the circumstances known at the date of the Contract;

13.6 Each of the limitations and exclusions set out above is to be construed as a separate limitation or exclusion, applying where other limitations or exclusions are held inapplicable or unreasonable, and shall remain in force despite termination of the Contract.

14.   Confidentiality

The Manufacturer shall exercise all reasonable care in keeping information supplied by the Customer confidential and preventing access thereto by unauthorised persons, but shall have no liability for any failure in this connection.

15.   Waiver/Amendment

15.1 The terms of the Contract cannot be amended, changed, waived, discharged or terminated verbally, but only by a statement in writing signed by the respective duly authorised representatives of The Manufacturer and the Customer.

15.2 The Manufacturer's failure at any time to require strict performance by the Customer of any provision of the contract shall not waive or diminish the Manufacturer's rights subsequently to demand strict performance of that provision or of any other provision.

16.   Force Majeure

Neither The Manufacturer nor the Customer shall be liable for any loss or damage caused by delay or failure to fulfil its obligations under this agreement where such delay or failure is due to any cause beyond the control of The Manufacturer or the Customer, as the case may be, including (without limitation) acts of God, war or warlike action, civil disorder, insurrections or riots, fire, storm, flood, explosions, earthquakes, epidemics or quarantine restrictions, sabotage, government disorders, priorities or regulations affecting materials or facilities, court orders, strikes actual or threatened, labour troubles causing cessation, slowdown or interruption of work, inability to obtain necessary governmental or regulatory authority approval, delay or cancellation of any commercial air service, or any cause to the extent it is beyond the parties' reasonable control. If The Manufacturer is prevented from fulfilling all or part of the Contract due to force majeure, the Customer may make alternative arrangements and will not be liable to pay for what is not provided.  The Customer must make all payments due before or after the event of force majeure.

17.   Whole Agreement

17.1 The Contract and the documents referred to in it including the Quotation and Purchaser Order contain the whole agreement between the parties relating to the transactions contemplated by the Contract and supersede all previous agreements between the parties relating to these transactions.

17.2 The Customer acknowledges that in agreeing to enter into this agreement it has not relied on any representation, warranty or other assurance except those set out in the Contract and the documents referred to in it.

18.   Applicable Law

The Contract shall be subject to the laws of England and the Customer irrevocably submits to the exclusive jurisdiction of the English Courts.

Return of Goods

In addition to your statutory rights, should you find the products unacceptable following delivery, Tomcat SNI Ltd will provide a full refund providing the products are returned within 7 working days effective from receipt of delivery. Customers will be liable for the cost of returning the products. The products must be returned in the condition they were supplied. Exemptions to these conditions are; products built to customers own specification and products viewed and tested by the customer. All cancellations of orders must be made in writing.

Tomcat Special Needs Innovation Limited
Registered Address: Victoria Cottage, Coaley, Dursley, Gloucestershire, GL11 5EE

Registered Company No. 04209943