Terms & Conditions of Sale

United States

1. Definitions

In these conditions the following words have the following meanings unless the context requires otherwise.

"Acceptance" the express act by the Buyer to accept the Products and/or Services delivered by Med-Eng, at which point title and risk passes to the Buyer.
"Brochure" means any brochure published by Med-Eng advertising and detailing the Products and/orthe services provided by Med-Eng;
"Buyer" means the person whose order for Products and/or Services is accepted by Med-Eng;
"Contract" means any contract or Purchase Order between Med-Eng and the Buyer incorporating these conditions for the sale of Products and/or the provision of the Services;
"Liability" means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities including but not limited to any claims under an indemnity;
"Order" means the same as Contract;
"Products" means any products and/or goods ordered from Med-Eng by the Buyer or to be supplied by Med-Eng to the Buyer and/or any goods, products and/or materials which are utilised in the performance of the Services and in which title is intended to pass once the Services have been completed;
"Med-Eng" means Med-Eng, LLC and any or all of its affiliates;
"Services" means the services and/or work to be performed by Med-Eng for the Buyer;
"Website" means any and all websites used by Med-Eng to advertise and/or sell its products and/or services from time to time.

2. Basis Of Contract

2.1 These conditions shall govern the agreement between Med-Eng and the Buyer to the exclusion of any other terms or conditions, even where the orders placed by the Buyer are not expressed to be subject to them. Any orders placed via a Website shall be subject to any additional terms and conditions applicable to the use of the Website.
2.2 No variation to these conditions shall be binding on Med-Eng unless contained in Med-Eng's quotation or agreed in writing between the Buyer and an authorized representative of Med-Eng.
2.3 Med-Eng's employees, sub-contractors and/or agents are not authorized to make any representations or warranties concerning the Products unless confirmed by Med-Eng in writing.
2.4 The Buyer acknowledges that it does not rely on any representation and/or warranty which have not been made in accordance with these conditions.

3. Orders And Contract

3.1 Quotations are not binding unless a Buyer Contract is placed and accepted by Med-Eng (unless stated otherwise) and shall remain valid for a period of 90 days unless otherwise specified by Med-Eng. Quotations may be withdrawn by Med-Eng at any time during this period by oral or written notice.
3.2 The Contract between Med-Eng and the Buyer shall come into effect on Med-Eng's acceptance of the Buyer's order.

4. Delivery and Acceptance

4.1 Dates for delivery are estimates only and are not guaranteed. Med-Eng will use all reasonable commercial practices to ensure delivery on the dates specified. These dates are subject to change with any matter beyond Med-Eng's reasonable control. In this event Med-Eng will provide notice as soon as it learns of any such delays.
4.2 Where Products are to be delivered in installments, each delivery shall constitute a separate and distinct contract and failure by Med-Eng to deliver, or any claim by the Buyer in respect of, any installment shall not entitle the Buyer to repudiate and/or terminate this Contract as a whole.
4.3 The Buyer shall have no right to reject Products and shall have no right to rescind for late delivery unless the due date for delivery has passed and the Buyer has served on Med-Eng a written notice requiring the Contract to be performed and giving Med-Eng not less than 30 days in which to do so and the notice has not been complied with.
4.4 The Buyer shall be responsible at its own cost for all arrangements to unload the Products when delivered to the Buyer.
4.5 If the Buyer refuses to take delivery of any Products then Med-Eng shall be entitled to withhold delivery and/or performance of any other Products and/or Services and to treat this Contract as repudiated by the Buyer and shall have the right to rescind this Contract.
4.6 Delivery Term is Ex Works (EXW) INCOTERMS 2010, unless otherwise agreed upon by Med-Eng. The named place where shipment is made available to Buyer is Med-Eng's facility which will ship the product. Title and risk passes to the Buyer at delivery, when the product is made available by Med-Eng to the Buyer or the Buyer's freight forwarder. Risk and title transfers to the Buyer regardless of whether or not the Buyer has picked-up the shipment from the named place if it is past the contract scheduled due date for delivery.
4.7 Formal Acceptance by Buyer occurs at delivery, in accordance with clause 4.6.

5. Price and Payment

5.1 The price of the Products will be as shown in the appropriate Med-Eng price list or as quoted, which may be amended from time to time. The price will be the current price at the date of the acceptance of the order or as set out in a valid quotation.
5.2 Except as otherwise stated by Med-Eng, prices are Ex-Works Med-Eng, and the Buyer shall be liable to pay Med-Eng's charges (if any) for export and import costs, transport, packaging and insurance.
5.3 Med-Eng's prices are exclusive of any applicable VAT or other sales tax for which the Buyer shall additionally be liable.
5.4 Med-Eng's terms of payment shall be established at time of Order confirmation, subject to Med-Eng's credit policy and more specifically, the terms of credit offered by Med-Eng to the Buyer. Time for payment shall be of the essence.
\ 5.5 If the Buyer fails to make any payment in full on the due date, Med-Eng may charge the Buyer any reasonable additional administration costs and/or interest (both before and after judgment) on the amount unpaid at the per annum rate of 4% above the base rate from time to time of Med-Eng's bank or the applicable rate applied by law, whichever is the greater. Such interest shall be compounded by monthly rates.
5.6 The Buyer shall pay all sums due to Med-Eng under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.
5.7 Payment shall not be deemed to be made until Med-Eng has received either cash or cleared funds in respect of the full amount outstanding.
5.8 Med-Eng shall be entitled to render an invoice to the Buyer in accordance with any payment terms agreed between Med-Eng and the Buyer and/or at any time on or after delivery/part delivery of the Products.
5.9 If payment in full is not made to Med-Eng when due then Med-Eng may withhold or suspend future or current deliveries of the Products and delivery and/or performance under any other agreement with the Buyer.

6. Specification

6.1 Any specification supplied by Med-Eng to the Buyer shall only be approximate unless agreed by Med-Eng in writing.
6.2 The quantity, quality, description and/or specification for the Products and/or the Services shall be that set out in Med-Eng's quotation (if agreed by the Buyer) or the Buyer's order (if agreed by Med-Eng) unless otherwise agreed in writing by the parties.
6.3 The Buyer is responsible for checking the quotation and satisfying itself that any specification given is accurate and adequate for the Products and/or Services.
6.4 Details and/or specifications in any Brochure, on any Website or in any price lists (including but not limited to technical data, dimensions and weights produced by Med-Eng) are intended as a guide only and only give a general approximation of the Products and/or Services.
6.5 The Buyer agrees to indemnify and keep indemnified Med-Eng against any Liability arising out of Med-Eng's use of specifications, details and/or drawings supplied by the Buyer.
6.6 Med-Eng reserves the right to make changes to the specification of the Products and/or Services at any time provided that they do not have a material adverse effect on the quality and/or performance of the Products and/or the Services.
6.7 If Med-Eng does make changes to the specification of the Products and/or Services which have a material adverse effect then the Buyer shall have the right to cancel the affected Contract without Liability.
6.8 Med-Eng reserves the right to withdraw Products from a Brochure or from a Website at any time. Where a Product has been withdrawn and/or is no longer available, Med-Eng shall be entitled to (where possible) offer the Buyer a reasonable alternative. If Med-Eng does withdraw a Product from a Brochure and/or a Website and no reasonable alternative is available, the Buyer shall have the right to cancel the Contract without Liability.

7. Intellectual Property Rights And Confidentiality 7.1 The Buyer shall not make any modification to the Products or their packaging, nor alter, remove, or tamper with any trademarks used on or in relation to the Products.
7.2 All intellectual property rights (including without limitation all patents, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered), skill and/or know-how and other similar rights, whether existing now and/or in the future, wherever existing in the world together with the right to apply for protection of the same) in the Products, their packaging and/or arising from the Services shall be owned by Med-Eng absolutely.
7.3 The Buyer agrees that, at Med-Eng's cost, it will do all acts and/or things and execute all documents and/or deeds which are necessary or desirable to give effect to clause 7.2 above and/or to assist Med-Eng in the application, registration, renewal and/or protection of such intellectual property rights.
7.4 Each party agrees with the other that it will keep all confidential business information regarding the other party confidential and not disclose or use such information which may be disclosed to it or which it may learn except where such information is public knowledge or it is required to be disclosed by law.

8. Site For Services

8.1 The Buyer will allow and/or procure sufficient access to Med-Eng's employees, subcontractors and/or agents to allow them to carry out the Services.
8.2 Med-Eng shall inform the Buyer in advance of the equipment and/or facilities that it will require in order to perform the Services.
8.3 If Med-Eng is providing training to the Buyer's personnel, Med-Eng shall inform the Buyer of the minimum qualifications and/or experience that those personnel must hold.

9. Property

9.1 Med-Eng shall retain ownership of the Products until title has passed to the Buyer in accordance with clause 4.6.
9.2 Until Med-Eng has received payment in full in cash or cleared funds of all sums due and/or owing for all Products and/or Services supplied to the Buyer by Med-Eng under this Contract, the Buyer shall keep the Products insured for the price at which the Products were sold to the Buyer against all insurable risks and shall ensure that Med-Eng is named on such policy of insurance as loss payee. Any monies received from the Buyer by Med-Eng in accordance with this clause shall not discharge the Buyers liability to pay the price for the goods plus interest accrued in accordance with clause 5.5 but shall be set off against any such liability.

10. Default

10.1 If the Buyer:
(i) fails to make any payment to Med-Eng when due;
(ii) breaches the terms of this Contract (and, if the breach is capable of remedy, has not remedied the breach within 30 days of receiving notice requiring the breach to be remedied);
(iii) persistently breaches any one or more terms of this Contract;
(iv) pledges or charges any Products which remain the property of Med-Eng, or ceases or threatens to cease to carry on business, or proposes to compound with its creditors, has a Bankruptcy Petition presented against it, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver appointed over all or any of its assets, or takes or suffers any similar action in any jurisdiction; or
(v) Appears reasonably to Med-Eng to be about to suffer any of the above events then Med-Eng shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 10.2 below.
10.2 If any of the events set out in clause 10.1 above occurs in relation to the Buyer then:
(i) Med-Eng may enter, without prior notice, any premises of the Buyer (or premises of third parties with their consent) where Products owned by Med-Eng may be and repossess and dispose of or sell any Products found which are owned by Med-Eng so as to discharge any sums due to Med-Eng under this Contract or any other agreement with the Buyer;
(ii) Med-Eng may require the Buyer not to resell or part with the possession of any Products owned by Med-Eng until the Buyer has paid in full all sums due to Med-Eng under this Contract or any other agreement with the Buyer;
(iii) Med-Eng may withhold delivery of any undelivered Products and stop any Products in transit;
(iv) Med-Eng may withhold the performance of any Services and cease any Services in progress;
(v) Med-Eng may cancel, terminate and/or suspend without Liability to the Buyer any contract with the Buyer; and/or
(vi) all monies owed by the Buyer to Med-Eng shall immediately become due and payable.

11. Warranty

11.1 Med-Eng warrants that the Products and/or Services will be free from defects in materials and/or workmanship for a period of 12 months
(i) in the case of Services, the date of completion of the performance of the Services; and/or
(ii) in the case of Products, the date of delivery of the Products to the Buyer.
11.2 The warranty in clause 11.1 above is given by Med-Eng on condition that Med-Eng shall be under no Liability:
(i) in respect of any defect in the Products and/or Services arising from any drawing, design or specification supplied by the Buyer;
(ii) in respect of any faults arising after risk in the Products has passed which are caused by any subsequent mechanical, chemical, electrolytic or other damage not due to a defect in the Products and/or Services as appropriate; and/or
(iii) in respect of any faults or defects caused by willful damage, abnormal working conditions, failure to follow Med-Eng's instructions, misuse, alteration or repair of Products and/or Services without Med-Eng's approval, improper maintenance or negligence on the part of the Buyer or a third party; and/or
(iv) in respect of any defect in the Products caused as a result of fair wear or tear.
11.3 If any Products and/or Services prove to be defective and are covered by the warranty in clause 11.1 above then Med-Eng shall at its sole option either repair or replace or re-perform such Products and/or Services within a reasonable period of time of being notified of the defect. Provided Med-Eng complies with this clause the repair, replacement and/or re-performance shall be the Buyer's sole remedy in respect of claims under the warranty under clause 11.1 above.
11.4 Any work carried out by Med-Eng which is not covered by the warranty in clause 11.1 above will be charged for at a reasonable price.
11.5 Med-Eng shall have no Liability to the Buyer under the warranty in clause 11.1 above unless any defect is notified to Med-Eng within 30 working days of the defect becoming apparent or suspected or when it should reasonably have become apparent to or suspected by the Buyer.
11.6 The warranty in clause 11.1 above will not apply if the Buyer has not paid in full for the relevant Products and/or Services on the due date for payment.

12. Repairs and Replacements

12.1 Med-Eng will at its option either repair, replace free of charge or re-perform any defective Products and/or Services where the defect is apparent on inspection provided that the defect is notified to Med-Eng in writing within 3 working days of delivery of such Products or of performance of the Services.
12.2 Any defective Products must be returned to Med-Eng for inspection if requested by Med-Eng before Med-Eng will have any Liability for defective Products.
12.3 Med-Eng may at its sole discretion replace, repair free of charge or re-perform defective Products and/or Services which are not notified to Med-Eng within the specified time limit where in the opinion of Med-Eng the defect would not have been ascertainable on inspection and has been notified to Med-Eng as soon as reasonably practicable.
12.4 Med-Eng will replace free of charge any Products missing from a delivery of Products provided that the missing items are notified to Med-Eng in writing within 7 working days of delivery or, in the event of total non-delivery, this fact is notified to Med-Eng within 14 working days of receipt of the invoice by the Buyer.

13. Limitations on Liability

13.1 Med-Eng shall have no Liability:
(i) for defective Products and/or Services where the defect has been caused or contributed to by the Buyer to the extent so contributed, including but not limited to where the Buyer continued use of defective Products and/or Services;
(ii) For any loss and/or damage suffered by the Buyer as a result of late delivery of the Products and/or late performance of the Services;
(iii) If the price for the Products and/or the Services has not been paid in full by the due date for payment;
(iv) for defective Products and/or Services, Products not dispatched or Products damaged or lost in transit unless the event is notified to Med-Eng within the appropriate time limit set out in this Contract; and
(v) To the extent that the Buyer is covered by any policy of insurance and the Buyer shall ensure that the Buyer's insurers waive any and all rights of subrogation they may have against Med-Eng.
13.2 The Buyer shall give Med-Eng a reasonable opportunity to remedy any matter for which Med-Eng is liable before the Buyer incurs any costs and/or expenses in remedying the matter itself. If the Buyer does not do so Med-Eng shall have no Liability to the Buyer.
13.3 Med-Eng shall have no Liability to the Buyer for any:
(i) consequential losses;
(ii) loss of profits and/or damage to goodwill;
(iii) economic and/or other similar losses;
(iv) special damages and indirect losses; and/or
(v) business interruption, loss of business, contracts, opportunity and/or production.
13.4 Med-Eng's total Liability to the Buyer shall not exceed the Contract price. To the extent that any Liability of Med-Eng to the Buyer would be met by any insurance of Med-Eng then the Liability of Med-Eng shall be extended to the extent that such Liability is met by such insurance.
13.5 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of:
(i) Liability for breach of contract and/or these Conditions of Sale;
(ii) Liability in tort (including negligence);
(iii) Liability for breach of statutory duty; and
(iv) Liability for breach of Common Law except clause 13.4 above which shall apply once only in respect of all the said types of Liability.
13.6 All warranties, terms, conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.

14. General

14.1 The Buyer agrees to indemnify and keep indemnified Med-Eng against any and all losses, proceedings, lost profits, damages, awards, expenses, claims, costs (including increased administration costs and legal costs on a full indemnity basis), actions and any other losses and/or liabilities suffered by Med-Eng and arising from or due to any breach of contract, any tortuous act and/or omission and/or any breach of statutory duty by the Buyer.
14.2 No waiver by Med-Eng of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision.
14.3 Med-Eng shall have no Liability to the Buyer for any delay in performance of this Contract to the extent that such delay is due to any events outside Med-Eng 's reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, subcontractor delays, shortages of stock and/or raw materials, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events. If Med-Eng is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.
14.4 The Buyer shall not assign its interest in the Contract (or any part) without the written consent of Med-Eng.
14.5 All third party rights are excluded and no third party shall have any right to enforce this Contract.
14.6 This Contract is governed by and interpreted in accordance with the laws of Ontario and the Parties agree to submit to the exclusive jurisdiction of the Canadian courts.

Canada

1. Definitions

In these conditions the following words have the following meanings unless the context requires otherwise.

"Acceptance" the express act by the Buyer to accept the Products and/or Services delivered by Med-Eng, at which point title and risk passes to the Buyer.
"Brochure" means any brochure published by Med-Eng advertising and detailing the Products and/or the services provided by Med-Eng;
"Buyer" means the person whose order for Products and/or Services is accepted by Med-Eng;
"Contract" means any contract or Purchase Order between Med-Eng and the Buyer incorporating these conditions for the sale of Products and/or the provision of the Services;
"Liability" means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities including but not limited to any claims under an indemnity;
"Order" means the same as Contract;
"Products" means any products and/or goods ordered from Med-Eng by the Buyer or to be supplied by Med-Eng to the Buyer and/or any goods, products and/or materials which are utilised in the performance of the Services and in which title is intended to pass once the Services have been completed;
"Med-Eng" means Med-Eng, LLC and any or all of its affiliates;
"Services" means the services and/or work to be performed by Med-Eng for the Buyer;
"Website" means any and all websites used by Med-Eng to advertise and/or sell its products and/or services from time to time.

2. Basis Of Contract

2.1 These conditions shall govern the agreement between Med-Eng and the Buyer to the exclusion of any other terms or conditions, even where the orders placed by the Buyer are not expressed to be subject to them. Any orders placed via a Website shall be subject to any additional terms and conditions applicable to the use of the Website.
2.2 No variation to these conditions shall be binding on Med-Eng unless contained in Med-Eng's quotation or agreed in writing between the Buyer and an authorized representative of Med-Eng.
2.3 Med-Eng's employees, sub-contractors and/or agents are not authorized to make any representations or warranties concerning the Products unless confirmed by Med-Eng in writing.
2.4 The Buyer acknowledges that it does not rely on any representation and/or warranty which have not been made in accordance with these conditions.

3. Orders And Contract

3.1 Quotations are not binding unless a Buyer Contract is placed and accepted by Med-Eng (unless stated otherwise) and shall remain valid for a period of 90 days unless otherwise specified by Med-Eng. Quotations may be withdrawn by Med-Eng at any time during this period by oral or written notice.
3.2 The Contract between Med-Eng and the Buyer shall come into effect on Med-Eng's acceptance of the Buyer's order.

4. Delivery and Acceptance

4.1 Dates for delivery are estimates only and are not guaranteed. Med-Eng will use all reasonable commercial practices to ensure delivery on the dates specified. These dates are subject to change with any matter beyond Med-Eng 's reasonable control. In this event Med-Eng will provide notice as soon as it learns of any such delays.
4.2 Where Products are to be delivered in installments, each delivery shall constitute a separate and distinct contract and failure by Med-Eng to deliver, or any claim by the Buyer in respect of, any installment shall not entitle the Buyer to repudiate and/or terminate this Contract as a whole.
4.3 The Buyer shall have no right to reject Products and shall have no right to rescind for late delivery unless the due date for delivery has passed and the Buyer has served on Med-Eng a written notice requiring the Contract to be performed and giving Med-Eng not less than 30 days in which to do so and the notice has not been complied with.
4.4 The Buyer shall be responsible at its own cost for all arrangements to unload the Products when delivered to the Buyer.
4.5 If the Buyer refuses to take delivery of any Products then Med-Eng shall be entitled to withhold delivery and/or performance of any other Products and/or Services and to treat this Contract as repudiated by the Buyer and shall have the right to rescind this Contract.
4.6 Delivery Term is Ex Works (EXW) INCOTERMS 2010, unless otherwise agreed upon by Med-Eng. The named place where shipment is made available to Buyer is Med-Eng's facility which will ship the product. Title and risk passes to the Buyer at delivery, when the product is made available by Med-Eng to the Buyer or the Buyer's freight forwarder. Risk and title transfers to the Buyer regardless of whether or not the Buyer has picked-up the shipment from the named place if it is past the contract scheduled due date for delivery.
4.7 Formal Acceptance by Buyer occurs at delivery, in accordance with clause 4.6.

5. Price and Payment

5.1 The price of the Products will be as shown in the appropriate Med-Eng price list or as quoted, which may be amended from time to time. The price will be the current price at the date of the acceptance of the order or as set out in a valid quotation.
5.2 Except as otherwise stated by Med-Eng, prices are Ex-Works Med-Eng, and the Buyer shall be liable to pay Med-Eng's charges (if any) for export and import costs, transport, packaging and insurance.
5.3 Med-Eng's prices are exclusive of any applicable VAT or other sales tax for which the Buyer shall additionally be liable.
5.4 Med-Eng's terms of payment shall be established at time of Order confirmation, subject to Med-Eng's credit policy and more specifically, the terms of credit offered by Med-Eng to the Buyer .Time for payment shall be of the essence.
5.5 If the Buyer fails to make any payment in full on the due date, Med-Eng may charge the Buyer any reasonable additional administration costs and/or interest (both before and after judgment) on the amount unpaid at the per annum rate of 4% above the base rate from time to time of Med-Eng 's bank or the applicable rate applied by law, whichever is the greater. Such interest shall be compounded by monthly rates.
5.6 The Buyer shall pay all sums due to Med-Eng under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.
5.7 Payment shall not be deemed to be made until Med-Eng has received either cash or cleared funds in respect of the full amount outstanding.
5.8 Med-Eng shall be entitled to render an invoice to the Buyer in accordance with any payment terms agreed between Med-Eng and the Buyer and/or at any time on or after delivery/part delivery of the Products.
5.9 If payment in full is not made to Med-Eng when due then Med-Eng may withhold or suspend future or current deliveries of the Products and delivery and/or performance under any other agreement with the Buyer.

6. Specification

6.1 Any specification supplied by Med-Eng to the Buyer shall only be approximate unless agreed by Med-Eng in writing.
6.2 The quantity, quality, description and/or specification for the Products and/or the Services shall be that set out in Med-Eng's quotation (if agreed by the Buyer) or the Buyer's order (if agreed by Med-Eng) unless otherwise agreed in writing by the parties.
6.3 The Buyer is responsible for checking the quotation and satisfying itself that any specification given is accurate and adequate for the Products and/or Services. 6.4 Details and/or specifications in any Brochure, on any Website or in any price lists (including but not limited to technical data, dimensions and weights produced by Med-Eng) are intended as a guide only and only give a general approximation of the Products and/or Services.
6.5 The Buyer agrees to indemnify and keep indemnified Med-Eng against any Liability arising out of Med-Eng's use of specifications, details and/or drawings supplied by the Buyer.
6.6 Med-Eng reserves the right to make changes to the specification of the Products and/or Services at any time provided that they do not have a material adverse effect on the quality and/or performance of the Products and/or the Services.
6.7 If Med-Eng does make changes to the specification of the Products and/or Services which have a material adverse effect then the Buyer shall have the right to cancel the affected Contract without Liability.
6.8 Med-Eng reserves the right to withdraw Products from a Brochure or from a Website at any time. Where a Product has been withdrawn and/or is no longer available, Med-Eng shall be entitled to (where possible) offer the Buyer a reasonable alternative. If Med-Eng does withdraw a Product from a Brochure and/or a Website and no reasonable alternative is available, the Buyer shall have the right to cancel the Contract without Liability.

7. Intellectual Property Rights And Confidentiality 7.1 The Buyer shall not make any modification to the Products or their packaging, nor alter, remove, or tamper with any trademarks used on or in relation to the Products.
7.2 All intellectual property rights (including without limitation all patents, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered), skill and/or know-how and other similar rights, whether existing now and/or in the future, wherever existing in the world together with the right to apply for protection of the same) in the Products, their packaging and/or arising from the Services shall be owned by Med-Eng absolutely.
7.3 The Buyer agrees that, at Med-Eng's cost, it will do all acts and/or things and execute all documents and/or deeds which are necessary or desirable to give effect to clause 7.2 above and/or to assist Med-Eng in the application, registration, renewal and/or protection of such intellectual property rights.
7.4 Each party agrees with the other that it will keep all confidential business information regarding the other party confidential and not disclose or use such information which may be disclosed to it or which it may learn except where such information is public knowledge or it is required to be disclosed by law.

8. Site For Services

8.1 The Buyer will allow and/or procure sufficient access to Med-Eng's employees, subcontractors and/or agents to allow them to carry out the Services.
8.2 Med-Eng shall inform the Buyer in advance of the equipment and/or facilities that it will require in order to perform the Services.
8.3 If Med-Eng is providing training to the Buyer's personnel, Med-Eng shall inform the Buyer of the minimum qualifications and/or experience that those personnel must hold.

9. Property

9.1 Med-Eng shall retain ownership of the Products until title has passed to the Buyer in accordance with clause 4.6.
9.2 Until Med-Eng has received payment in full in cash or cleared funds of all sums due and/or owing for all Products and/or Services supplied to the Buyer by Med-Eng under this Contract, the Buyer shall keep the Products insured for the price at which the Products were sold to the Buyer against all insurable risks and shall ensure that Med-Eng is named on such policy of insurance as loss payee. Any monies received from the Buyer by Med-Eng in accordance with this clause shall not discharge the Buyers liability to pay the price for the goods plus interest accrued in accordance with clause 5.5 but shall be set off against any such liability.

10. Default

10.1 If the Buyer:
(i) fails to make any payment to Med-Eng when due;
(ii) breaches the terms of this Contract (and, if the breach is capable of remedy, has not remedied the breach within 30 days of receiving notice requiring the breach to be remedied);
(iii) persistently breaches any one or more terms of this Contract;
(iv) pledges or charges any Products which remain the property of Med-Eng, or ceases or threatens to cease to carry on business, or proposes to compound with its creditors, has a Bankruptcy Petition presented against it, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver appointed over all or any of its assets, or takes or suffers any similar action in any jurisdiction; or
(v) Appears reasonably to Med-Eng to be about to suffer any of the above events then Med-Eng shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 10.2 below.
10.2 If any of the events set out in clause 10.1 above occurs in relation to the Buyer then:
(i) Med-Eng may enter, without prior notice, any premises of the Buyer (or premises of third parties with their consent) where Products owned by Med-Eng may be and repossess and dispose of or sell any Products found which are owned by Med-Eng so as to discharge any sums due to Med-Eng under this Contract or any other agreement with the Buyer;
(ii) Med-Eng may require the Buyer not to resell or part with the possession of any Products owned by Med-Eng until the Buyer has paid in full all sums due to Med-Eng under this Contract or any other agreement with the Buyer;
(iii) Med-Eng may withhold delivery of any undelivered Products and stop any Products in transit;
(iv) Med-Eng may withhold the performance of any Services and cease any Services in progress;
(v) Med-Eng may cancel, terminate and/or suspend without Liability to the Buyer any contract with the Buyer; and/or
(vi) all monies owed by the Buyer to Med-Eng shall immediately become due and payable.

11. Warranty

11.1 Med-Eng warrants that the Products and/or Services will be free from defects in materials and/or workmanship for a period of 12 months –
(i) in the case of Services, the date of completion of the performance of the Services; and/or
(ii) in the case of Products, the date of delivery of the Products to the Buyer.
11.2 The warranty in clause 11.1 above is given by Med-Eng on condition that Med-Eng shall be under no Liability:
(i) in respect of any defect in the Products and/or Services arising from any drawing, design or specification supplied by the Buyer;
(ii) in respect of any faults arising after risk in the Products has passed which are caused by any subsequent mechanical, chemical, electrolytic or other damage not due to a defect in the Products and/or Services as appropriate; and/or
(iii) in respect of any faults or defects caused by willful damage, abnormal working conditions, failure to follow Med-Eng's instructions, misuse, alteration or repair of Products and/or Services without Med-Eng's approval, improper maintenance or negligence on the part of the Buyer or a third party; and/or
(iv) in respect of any defect in the Products caused as a result of fair wear or tear.
11.3 If any Products and/or Services prove to be defective and are covered by the warranty in clause 11.1 above then Med-Eng shall at its sole option either repair or replace or re-perform such Products and/or Services within a reasonable period of time of being notified of the defect. Provided Med-Eng complies with this clause the repair, replacement and/or re-performance shall be the Buyer's sole remedy in respect of claims under the warranty under clause 11.1 above.
11.4 Any work carried out by Med-Eng which is not covered by the warranty in clause 11.1 above will be charged for at a reasonable price.
11.5 Med-Eng shall have no Liability to the Buyer under the warranty in clause 11.1 above unless any defect is notified to Med-Eng within 30 working days of the defect becoming apparent or suspected or when it should reasonably have become apparent to or suspected by the Buyer.
11.6 The warranty in clause 11.1 above will not apply if the Buyer has not paid in full for the relevant Products and/or Services on the due date for payment.

12. Repairs and Replacements

12.1 Med-Eng will at its option either repair, replace free of charge or re-perform any defective Products and/or Services where the defect is apparent on inspection provided that the defect is notified to Med-Eng in writing within 3 working days of delivery of such Products or of performance of the Services.
12.2 Any defective Products must be returned to Med-Eng for inspection if requested by Med-Eng before Med-Eng will have any Liability for defective Products.
12.3 Med-Eng may at its sole discretion replace, repair free of charge or re-perform defective Products and/or Services which are not notified to Med-Eng within the specified time limit where in the opinion of Med-Eng the defect would not have been ascertainable on inspection and has been notified to Med-Eng as soon as reasonably practicable.
12.4 Med-Eng will replace free of charge any Products missing from a delivery of Products provided that the missing items are notified to Med-Eng in writing within 7 working days of delivery or, in the event of total non-delivery, this fact is notified to Med-Eng within 14 working days of receipt of the invoice by the Buyer.

13. Limitations on Liability

13.1 Med-Eng shall have no Liability:
(i) for defective Products and/or Services where the defect has been caused or contributed to by the Buyer to the extent so contributed, including but not limited to where the Buyer continued use of defective Products and/or Services;
(ii) For any loss and/or damage suffered by the Buyer as a result of late delivery of the Products and/or late performance of the Services;
(iii) If the price for the Products and/or the Services has not been paid in full by the due date for payment;
(iv) for defective Products and/or Services, Products not dispatched or Products damaged or lost in transit unless the event is notified to Med-Eng within the appropriate time limit set out in this Contract; and
(v) To the extent that the Buyer is covered by any policy of insurance and the Buyer shall ensure that the Buyer's insurers waive any and all rights of subrogation they may have against Med-Eng .
13.2 The Buyer shall give Med-Eng a reasonable opportunity to remedy any matter for which Med-Eng is liable before the Buyer incurs any costs and/or expenses in remedying the matter itself. If the Buyer does not do so Med-Eng shall have no Liability to the Buyer.
13.3 Med-Eng shall have no Liability to the Buyer for any:
(i) consequential losses;
(ii) loss of profits and/or damage to goodwill;
(iii) economic and/or other similar losses;
(iv) special damages and indirect losses; and/or
(v) business interruption, loss of business, contracts, opportunity and/or production.
13.4 Med-Eng's total Liability to the Buyer shall not exceed the Contract price. To the extent that any Liability of Med-Eng to the Buyer would be met by any insurance of Med-Eng then the Liability of Med-Eng shall be extended to the extent that such Liability is met by such insurance.
13.5 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of:
(i) Liability for breach of contract and/or these Conditions of Sale;
(ii) Liability in tort (including negligence);
(iii) Liability for breach of statutory duty; and
(iv) Liability for breach of Common Law except clause 13.4 above which shall apply once only in respect of all the said types of Liability.
13.6 All warranties, terms, conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.

14. General

14.1 The Buyer agrees to indemnify and keep indemnified Med-Eng against any and all losses, proceedings, lost profits, damages, awards, expenses, claims, costs (including increased administration costs and legal costs on a full indemnity basis), actions and any other losses and/or liabilities suffered by Med-Eng and arising from or due to any breach of contract, any tortuous act and/or omission and/or any breach of statutory duty by the Buyer.
14.2 No waiver by Med-Eng of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision.
14.3 Med-Eng shall have no Liability to the Buyer for any delay in performance of this Contract to the extent that such delay is due to any events outside Med-Eng 's reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, subcontractor delays, shortages of stock and/or raw materials, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events. If Med-Eng is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.
14.4 The Buyer shall not assign its interest in the Contract (or any part) without the written consent of Med-Eng.
14.5 All third party rights are excluded and no third party shall have any right to enforce this Contract.
14.6 This Contract is governed by and interpreted in accordance with the laws of Ontario and the Parties agree to submit to the exclusive jurisdiction of the Canadian courts.