Terms and Conditions

This statement was last updated on 03/01/2017.

Please read these conditions carefully before using the Denka U.K. Ltd website. By using the website you signify your agreement to be bound by these conditions.

Conditions relating to your use of this website

The www.denkauk.com website is provided free of charge for your convenience & is owned and operated by Denka U.K. Ltd. In consideration for this we require that you agree to the following terms ('the Terms') for use of the Site. If you do not agree to the terms please cease using this site. If you continue to use the Site you are agreeing to the terms that appear below, together with any specific terms set out on individual pages within the Site. If you have any questions, please contact us at support@denkauk.com

This Site is not intended to be accessed or used by users in countries other than the United Kingdom and no representation or warranty is made as to whether the information available in this Site complies with the regulatory regime of other countries.

1. Your Account

If you use the website, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer to prevent unauthorised access to your account. You agree to accept responsibility for all activities that occur under your account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.

Please ensure that the details you provide us with are correct and complete and inform us immediately of any changes to the information that you provided when registering. You can access and update much of the information you provided us with in the Your Account area of the website.

Denka U.K. Ltd reserves the right to refuse access to the website, terminate accounts, remove or edit content, or cancel orders at our discretion. If we cancel an order, it will be without charge to you.

2. Privacy

Please review our Privacy Policy, which also governs your visit to Denka U.K. Ltd to understand our practices.

3. Access to www.denkauk.com

We will do our utmost to ensure that availability of the website will be uninterrupted and that transmissions will be error-free. However, due to the nature of the Internet, this cannot be guaranteed. Also, your access to the website may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services. We will attempt to limit the frequency and duration of any such suspension or restriction.

4. Licence for website access

Denka U.K. Ltd grants you a limited licence to access and make use of this website, but not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Denka U.K. Ltd. This licence does not include any resale or commercial use of this website or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this website or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools.

This website or any portion of this website may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent.

You may not frame or use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Denka U.K. Ltd and its affiliates without express written consent. You may not use any meta tags or any other "hidden text" utilising www.denkauk.com or trademarks without the express written consent of Denka U.K. Ltd. Any unauthorised use terminates the permission or license granted by Denka U.K. Ltd

You are granted a limited, revocable, and non-exclusive right to create a hyperlink to any page of the Denka U.K. Ltd website as long as the link does not portray Denka U.K. Ltd its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any logo or other proprietary graphic or trademark as part of the link without our express written consent.

5. Your conduct

You must not use the website in any way that causes, or is likely to cause, the website or access to it to be interrupted, damaged or impaired in any way.

You understand that you, and not Denka U.K. Ltd are responsible for all electronic communications and content sent from your computer to us and you must use the website for lawful purposes only.

You must not use the website for any of the following:

• for fraudulent purposes, or in connection with a criminal offence or other unlawful activity
• to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any "spam"
• to cause annoyance, inconvenience or needless anxiety

6. Copyright, authors' rights and database rights

All content included on the website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Denka U.K. Ltd its affiliates or its content suppliers and is protected by UK and international copyright, authors' rights and database right laws. The compilation of all content on this website is the exclusive property of www.surgery-express.co.uk and its affiliates and is protected by United Kingdom and international copyright and database right laws.

All software used on this website is the property of Denka U.K. Ltd our affiliates or our software suppliers and is protected by UK and international copyright and author' rights laws.

You must not extract and/or re-utilise and/or print off parts of the contents of the website without Denka U.K.Ltd's written consent except the permissible document downloads. These downloads are also protected by the United Kingdom and international copyright and database right laws. No part of these documents may be copied, reproduced, scanned, or in any electronic database, whether in whole or in part, in any form or by any means. In particular, you may not utilise any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation of any substantial parts of this website, without Denka U.K. Ltd's express written consent. You also may not create and/or publish your own database that features substantial (e.g. our prices and product listings) parts of this website without Denka U.K. Ltd's express written consent.

7. Trademarks

Denka U.K. Ltd and associated Logos and other marks indicated on our website are trademarks of Denka U.K. Ltd in the UK. Graphics, logos, page headers, button icons, scripts and service names are the trademarks or trade dress of Denka U.K. Ltd. Denka U.K. Ltd trademarks and trade dress may not be used in connection with any product or service that is not Denka U.K. Ltd, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Denka U.K. Ltd. All other trademarks not owned by Denka U.K. Ltd that appear on this website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Denka U.K. Ltd

Conditions relating to the sale of goods to you

These conditions form an integral part of every contract or agreement for the sale and/or supply of goods and/or services ("the products") by Denka U.K. Ltd. Unless specific alterations or deletions are expressly agreed in writing on behalf of Denka U.K. Ltd, these conditions shall apply in their entirety to all quotations made and all orders accepted on behalf of Denka U.K. Ltd. Except as provided above, no servant or agent of Denka U.K. Ltd has any authority to vary these terms or accept other terms proposed by a Customer which are inconsistent with these conditions unless confirmed in writing.

Definitions

Supplier: - Denka U.K. Ltd

Delivery Date: the date specified for delivery of an Order in accordance with clause 2

Delivery Location: the address for delivery of the Goods, as set out in the Contract Details.

Force Majeure Event: events, circumstances or causes beyond a party's reasonable control.

Goods: the goods (or any part of them), as set out in the Contract Details and as described in/on catalogue/ brochure/ website

1. Payment Terms

Unless otherwise agreed accounts are due and become payable not later than the end of the month following the date of Denka U.K. Ltd invoice. Where no account is held payment will need to be made upon receipt of order prior to any goods being dispatched

Unless otherwise specifically stated the purchase price is deemed to exclude Value Added Tax and this will be added where necessary. All prices quoted are liable to VAT standard rate.

Denka U.K. Ltd reserve the right to charge interest payable at the rate of 2% per month on all overdue debts, as well as suspend or terminate supply and lower credit limit in default of payments by customer.

Whilst we have endeavoured to ensure all the information contained in this website is correct there may be changes which occur to the original product which are beyond our control. We reserve the right to amend or withdraw any product or pricing without notice to reflect any increases in materials, charges, or other things beyond our control.

2. Delivery

Denka U.K. Ltd will endeavour to meet any delivery date quoted but delivery dates are given and intended as an estimate only. If there are any circumstances whatsoever which prevent or delay delivery, Denka U.K. Ltd shall not be bound to supply or make delivery of any goods ordered nor shall it be liable for any damage or consequential loss or in any other way for failure to supply or delay in delivery when so prevented or delayed.

Whilst we endeavour to ship all items for next day delivery as standard, there will be exceptions to this where an item is out of stock or if an item is made to order. You will be notified by email if an item on your order is out of stock at our earliest opportunity and we will provide a due date for the stock to be delivered with you.

For delivery costs, please ring the Denka U.K. Ltd sales office or see the current price list with delivery details. All goods must be inspected immediately on arrival. Under no circumstances shall Denka U.K. Ltd be liable for damage to or from a customer unless Denka U.K. Ltd is notified within three days of receipt of the goods or in the case of non-delivery unless notice is given within seven days of the due date of arrival.

3. Returned Goods/Refunds

Denka U.K. Ltd will not accept the return of goods for any reason unless prior agreement has been received from Denka U.K. Ltd. Unless in the case of damaged or faulty goods all goods returned for whatever reason must be in a resalable condition as deemed by Denka U.K. Ltd. Collection will be made only with a valid collection note. Unless in the case of incorrect delivery a fee will be charged if collection is required. Alternatively, goods may be returned by the customer, however all goods must be received back within 21 days of the date of initial delivery to the Customer. We advise you to obtain proof of posting for items being returned by post. Returns received after 21 days from the date of invoice will incur a restocking charge to the value of 20% of the net price (as per invoice).

Orders for products of a Special-Order nature that are not regular stock lines cannot be returned if supplied correctly.

Anaesthetics and pharmaceuticals are non-returnable.

Refunds will not be issued without the prior agreement of Denka U.K. Ltd & will usually take the form of a credit note against your account

4. Risk & Title

It is a condition of the contract that the property in all the products delivered by Denka U.K. Ltd to the Customer shall remain vested in Denka U.K. Ltd until Denka U.K. Ltd has received in cash or cleared funds payment in full for the products delivered and all products agreed to be sold by Denka U.K. Ltd to the Customer for which payment is then due.

Until payment due under all contracts between the Customer and Denka U.K. Ltd has been made in full the Customer shall hold the products upon trust for Denka U.K. Ltd.

Until such time as the property in the products passes to the Customer, the Customer shall hold the products and shall keep the products separate from those of the Customer and third parties and properly stored, protected and insured and identified as Denka U.K. Ltd property. The Customer shall give the Supplier such information relating to the Goods as the Supplier may require from time to time.

Notwithstanding that the property in all products to be delivered to the Customer by Denka U.K. Ltd shall remain vested in Denka U.K. Ltd until Denka U.K. Ltd has received payment in full, the risk of damage to or loss of all or any such products shall pass to the Customer forthwith upon delivery or deemed delivery thereof to the Customer and as from such date of delivery or deemed delivery the Customer shall be liable to pay Denka U.K. Ltd the contract price for such products whether or not the same are damaged or lost prior to this dates that the property therein shall pass to the Customer.

Until such time as legal title in the goods passes to the Purchaser Denka U.K. Ltd may at any time require the Purchaser, its liquidator, (administrative) receiver or administrator to return the goods and/or may repossess the goods by entering upon any premises of the Purchaser or any third party where the goods are reasonably believed to be stored.

5. Warranty and Limitation of Liability

Save as is specifically set out herein Denka U.K. Ltd shall have no liability whatsoever (however arising) in relation to any loss suffered by the Customer or any third party arising from the supply of the products (however caused).

If loss, damage or deterioration (other than for death or personal injury) is caused by Denka U.K. Ltd negligence, Denka U.K. Ltd liability shall be limited to the invoice value of the goods.

The employee of Denka U.K. Ltd are not authorised to make oral representations as to the quality or fitness for any particular purpose of any products. If a representation is made or an opinion expressed orally which materially affects the customer's decision to place an order for any products the Customer should ensure that such details are confirmed in writing by a duly authorised officer or employee of Denka U.K. Ltd so as to form a part of the contract; no liability can otherwise be accepted.

Denka U.K. Ltd shall not be liable to the Customer or be deemed to be in breach of contract by reason of any delay in performing or any failure to perform, any of Denka U.K. Ltd obligations in relation to the products, if the delay or failure was due to any cause beyond Denka U.K. Ltd reasonable control.

6. Waiver

The rights of Denka U.K. Ltd shall not be prejudiced or restricted by any indulgence or forbearance extended by Denka U.K. Ltd to the Customer and no waiver by Denka U.K. Ltd in respect of any breach shall operate as a waiver in respect of any subsequent breach.

7. Jurisdiction and Governing Law

These conditions shall be governed by, and construed in all respect in accordance with English Law.

All rights reserved. No part of this publication may be reproduced, stored in a retrieval system or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise without the prior written permission of Denka U.K. Ltd.

Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this Contract by giving 14 days written notice to the affected party.

Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Third party rights. No one other than a party to this Contract [and their permitted assignees] shall have any right to enforce any of its terms.

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

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