General
Organisations or individuals wishing to order any of the “Heart Manuals”, “Heart Manual CD” or “Relaxation CD”, “REACH Heart Failure Manual” or Facilitator Training (all as described on the Heart Manual website at http://theheartmanual.com (“Website”) and each being a “Product”) from Lothian Health Board, having its headquarters at Waverley Gate, 2-4 Waterloo Place, Edinburgh EH1 3EG (commonly known as “NHS Lothian”) should do so by submitting their own purchase order signed by the necessary authorised individual(s) together with a completed NHS Lothian order form to NHS Lothian. The purchaser (“Customer”) shall be as named on such completed NHS Lothian order form (“Order”).
Contract
These terms and conditions apply to the contract between NHS Lothian and the Customer for the sale and purchase of any of the Products (the “Contract”). For the avoidance of doubt, these terms and conditions take precedence over any terms and conditions submitted by the Customer, whether submitted prior to or following submission of the Order and whether on the Customer’s purchase order or otherwise.
The Order constitutes an offer by the Customer to purchase the relevant Products in accordance with these terms and conditions.
The Order shall only be deemed to be accepted when NHS Lothian issues a written acceptance of the Order, at which point the Contract shall come into existence. The Contract constitutes the entire agreement between the parties.
Delivery
NHS Lothian will not deliver any of the Products to the Customer unless and until at least one employee at the Customer has completed Facilitator Training (as described on the Website). The Customer shall be entitled to request that the Products purchased via the Order are delivered to the “Delivery Address” (as is set out in the Order) in instalments. The Customer must request delivery of all Products ordered via the Order within a period of two (2) years from the date of the Order. Failure to do so could result in the Customer not receiving all the Products it has paid for. As soon as practicable after receiving a written request from the Customer for delivery of all or any Products, NHS Lothian will deliver the relevant number of Products to the Delivery Address. Delivery of the Products shall be completed on their arrival at the Delivery Address. NHS Lothian will always deliver the latest version of a Product (as at the date of delivery of the Products) rather than the version in existence at the time the Order is submitted by the Customer.
Any dates quoted by NHS Lothian for delivery of the Products are approximate only, and the time of delivery is not of the essence. NHS Lothian shall not be liable for any delay in delivery of the Products that is caused by any event beyond NHS Lothian’s reasonable control, or the Customer’s failure to provide NHS Lothian with adequate delivery instructions or any other instructions that are relevant to the supply of the Products. If NHS Lothian fails to deliver any Products, its liability shall be limited to the price paid by the Customer for such Products. The Products shall comply in all material respects with the relevant descriptions on the Website at the time of delivery.
Facilitator Training
- Bookings can only be confirmed upon receipt of an official PO (purchase order) from the organisation requesting the training
- Cancellations will only be accepted in writing or email
- Cancellations received with less than 24 hours notice will result in no refund or replacement date.
Risk and Title
The risk in the Products shall pass to the Customer on delivery at the Delivery Address. Title to the Products (but for the avoidance of doubt, not the intellectual property rights therein) shall pass to the Customer on delivery at the Delivery Address provided NHS Lothian has received payment in full.
Price
The price of each Product (“Price”) and the “Order Total” is as set out in the Order. Except as specified below, the Price is inclusive of the costs and charges of packaging and transport and exclusive of value added tax which shall not be payable in addition. The Price does not include delivery costs where delivery is to a location outwith the UK. Where Heart Manual Relaxation CDs have been ordered, value added tax is not included in the Price if they are to be delivered outwith Scotland. The Order Total is inclusive of the cost of one (1) training place for Facilitator Training (as described on the Website) in relation to each type of Heart Manual and the REACH Heart Failure Manual included in the Order provided such training is in the UK. Such Facilitator Training will be provided pursuant on completion of the order form.
Liability
The terms implied by Sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract. Nothing in these terms and conditions shall limit or exclude NHS Lothian’s liability for death or personal injury caused by its negligence or the negligence of its employees, agents or sub-contractors (as applicable), fraud or fraudulent misrepresentation, breach of the terms implied by Section 12 of the Sale of Goods Act 1979, or defective products under the Consumer Protection Act 1987.
The Customer agrees to ensure that Heart Manuals and the REACH Heart Failure Manuals are only provided to and used by patients where approved by a qualified and regulated healthcare practitioner and where use by such patient is monitored directly by a representative from the Customer who has completed the Facilitator Training and has been awarded the status of “Heart Manual Facilitator” and “REACH Heart Failure Facilitator” as described on the Website. Such obligations exist for clinical governance reasons and as such, are key obligations in the Contract. For the avoidance of doubt, the Customer is fully responsible for selecting which patient to use the Heart Manuals and the REACH Heart Failure Manuals with and for facilitating use of the Heart Manuals and the REACH Heart Failure Manual with the patient.
All disclaimers and other conditions set out in or on the Products and on the Website are deemed incorporated into the Contract by reference. NHS Lothian shall not be liable to the Customer whether in contract, delict, 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 its total liability to the Customer in respect of all other losses arising under or in connection with the Contract whether in contract, delict (including negligence), breach of statutory duty or otherwise shall in no circumstances exceed the Order Total.
Duration
The Contract for purchase of manuals only will last for a period of two (2) years from the date of the Order. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) has failed to remedy that breach within thirty (30) days after receipt of notice in writing of the breach. If the Contract is terminated prior to the expiry of the two (2) year period as a result of the material breach of NHS Lothian, NHS Lothian shall, as soon as reasonably practicable, refund to the Customer the price paid in respect of any Products included in the Order that have not been delivered. If the Contract is terminated as a result of the material breach of the Customer, no refund will be paid to the Customer.
Miscellaneous
The Customer may not assign, transfer, change or sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of NHS Lothian. Termination or expiry of the Contract shall not affect the continuing rights and obligations of NHS Lothian and the Customer which expressly or by implication are intended to survive termination or expiry of the Contract. The Contract shall be governed by and construed in accordance with Scots law and the parties submit to the exclusive jurisdiction of the Scottish Courts.
