TERMS AND CONDITIONS OF SALE
Company: Implant Surgical Company
Registered Address: Sialkot, Punjab, Pakistan
Registration Number: 4251044-9 & A-31271
1. Definitions
For the purpose of these Terms and Conditions:
Company means Implant Surgical Company, a business registered in Pakistan under the registration details stated above.
Customer means any individual, business, company, distributor, importer, or organisation purchasing or agreeing to purchase Goods from the Company.
Goods means surgical instruments, medical devices, accessories, and other products supplied by the Company.
Order means a purchase order or other written request submitted by the Customer for the purchase of Goods.
Quotation means a written offer issued by the Company specifying the Goods, prices, quantities, and applicable commercial terms.
Contract means the agreement formed between the Company and the Customer following acceptance of an Order.
Pro Forma Invoice means the document issued by the Company showing the agreed Goods, prices, payment terms, and other relevant order details.
Working Day means a day other than a public holiday or weekly holiday observed by the Company in Pakistan.
2. General Conditions
2.1. These Terms and Conditions apply to all quotations, Orders, and sales of Goods by the Company unless otherwise agreed in writing.
2.2. Headings are included for convenience and do not affect the interpretation of these Terms and Conditions.
2.3. If there is any conflict between the contractual documents, the following order of priority shall apply:
a) Any specific written agreement signed or expressly accepted by both parties.
b) The Company’s accepted Quotation or Pro Forma Invoice.
c) These Terms and Conditions.
2.4. The Customer’s own purchasing terms shall not apply unless expressly accepted in writing by the Company.
2.5. Any amendment to an accepted Order or Contract must be agreed upon in writing by both parties.
2.6. The Company may update these Terms and Conditions for future transactions. Any changes shall not automatically alter an existing accepted Order unless agreed in writing by both parties or required by applicable law.
3. Orders and Contract Formation
3.1. An Order submitted by the Customer constitutes an offer to purchase the Goods under the agreed commercial terms.
3.2. The Company reserves the right to accept or decline an Order. A Contract shall be formed when the Company confirms acceptance of the Order in writing, including through an accepted purchase order, order confirmation, or Pro Forma Invoice.
3.3. The Customer is responsible for checking the accuracy of the product descriptions, item codes, quantities, specifications, prices, delivery details, and other information contained in the Order.
3.4. Any request to change or cancel an accepted Order must be submitted in writing and is subject to the Company’s written approval and the applicable cancellation provisions.
3.5. Samples or free-of-charge Goods supplied for evaluation, inspection, or other agreed purposes shall be subject to the applicable provisions of these Terms and Conditions and any additional written conditions agreed by the parties.
4. Prices, Taxes and Quotations
4.1. Prices shall be those stated in the accepted Quotation or Pro Forma Invoice and shall be expressed in the agreed currency.
4.2. Unless expressly stated otherwise, prices exclude shipping, freight, insurance, customs duties, import taxes, bank charges, and other expenses associated with international delivery.
4.3. Any applicable Pakistani taxes shall be charged in accordance with the relevant laws and the agreed transaction terms.
4.4. Quotations remain valid for the period stated in the Quotation. If no validity period is specified, the Company may revise or withdraw the Quotation before accepting the Customer’s Order.
4.5. Once an Order has been accepted, the agreed price shall remain applicable unless both parties agree to a change in writing or an adjustment is expressly permitted under the Contract.
4.6. If an exceptional event beyond the Company’s reasonable control materially affects production costs, material availability, or transportation costs, the Company may request a price or delivery adjustment. Any adjustment to an accepted Order shall require written agreement between the parties.
4.7. Website prices, product descriptions, images, and availability information are provided for general guidance and do not constitute a binding offer unless expressly confirmed by the Company.
5. Delivery and Shipment
5.1. Delivery arrangements, the delivery address, shipping method, and applicable delivery terms shall be stated in the accepted Quotation or Pro Forma Invoice.
5.2. Delivery dates are estimates unless a specific delivery date has been expressly agreed in writing. The Company shall make reasonable efforts to meet the agreed schedule and shall inform the Customer of any material delay that becomes known.
5.3. The Company shall not be responsible for delays caused by events beyond its reasonable control, including customs clearance, carrier delays, airline restrictions, port congestion, government action, or force majeure events, subject to applicable law.
5.4. The Company may arrange partial shipments where agreed by the parties or where permitted by the Contract. Each partial shipment may be invoiced separately according to the agreed payment terms.
5.5. The Customer shall provide accurate delivery details and cooperate with the Company, freight forwarder, and carrier to facilitate delivery.
5.6. If delivery cannot be completed because of incorrect information, refusal to accept the shipment, or failure by the Customer to complete necessary import formalities, the parties shall cooperate to resolve the issue. Reasonable additional storage, handling, return, or re-delivery costs caused by the Customer may be charged to the Customer where permitted by the Contract and applicable law.
5.7. The Customer shall promptly notify the Company of any apparent loss, damage, or delivery discrepancy and shall provide supporting documents, photographs, and carrier records where available.
5.8. Unless otherwise agreed in writing, the Customer is responsible for obtaining the import licences, permits, registrations, and authorisations required in the destination country, and for paying applicable import duties and taxes.
5.9. Where the parties agree to use Incoterms®, the agreed rule, named place, and version shall be stated in the Quotation or Pro Forma Invoice.
6. Transfer of Risk and Ownership
6.1. The risk of loss or damage to the Goods shall transfer to the Customer in accordance with the delivery term expressly agreed by the parties. Where Incoterms® are used, risk shall transfer according to the applicable rule.
6.2. Unless otherwise agreed in writing, ownership of the Goods shall pass to the Customer upon receipt by the Company of full payment for those Goods, subject to applicable law.
6.3. Until ownership passes, the Customer shall, where legally permitted, keep unpaid Goods identifiable and in reasonable condition and shall not pledge them as security for a debt without the Company’s written consent.
6.4. If payment becomes overdue, the Company may request payment and pursue any remedies available under the Contract and applicable law.
6.5. Any retention-of-title or recovery arrangement shall be subject to the laws applicable where the Goods are located and shall not authorise entry onto private premises or repossession without lawful authority or consent.
7. Payment Terms
7.1. The Customer shall pay according to the payment terms stated in the accepted Quotation or Pro Forma Invoice.
7.2. Unless otherwise agreed in writing, payment shall be made by bank transfer or another payment method approved by the Company.
7.3. Payment shall be treated as received when cleared funds are credited to the Company’s designated bank account.
7.4. Each consignment or partial shipment may be invoiced separately in accordance with the agreed payment terms.
7.5. The Customer shall pay invoices in full, subject to any rights or deductions that cannot lawfully be excluded. Any disputed amount shall be notified to the Company in writing with reasonable details, and both parties shall make good-faith efforts to resolve the dispute.
7.6. If the Customer fails to pay an amount when due, the Company may issue a written payment reminder and, where reasonably justified, suspend further production or shipments until the overdue amount is settled or suitable arrangements are agreed.
7.7. If the Customer’s financial position materially deteriorates or there are reasonable grounds to believe payment may not be made, the Company may request reasonable payment security or revised payment arrangements before proceeding with further Orders.
7.8. Upon termination of a Contract, amounts already due shall remain payable. Other amounts shall become payable only as provided by the Contract or applicable law.
8. Product Quality and Warranty
8.1. The Company shall make reasonable efforts to ensure that the Goods supplied conform to the agreed product description and written specifications.
8.2. Where expressly agreed in writing, the Company shall supply Goods meeting the specific quality, material, finish, packaging, or other requirements stated in the accepted Order.
8.3. Unless a different warranty period is expressly agreed in writing, the Company provides a warranty of twelve (12) months from the date of delivery against manufacturing defects in materials and workmanship, subject to the conditions below and applicable law.
8.4. The warranty does not cover defects or damage caused by:
a) Improper use, handling, storage, or maintenance.
b) Unauthorised modification, repair, or alteration.
c) Normal wear and tear.
d) Accidents, misuse, or negligence after delivery.
e) Failure to follow the supplied instructions or applicable handling and sterilisation requirements.
f) Specifications, designs, or materials supplied or expressly required by the Customer, to the extent the issue arises from those requirements and the Company has fulfilled its agreed obligations.
8.5. The Customer shall notify the Company of a suspected warranty defect and provide reasonable supporting information. The Company may request photographs, batch details, inspection records, or return of the affected Goods for examination.
8.6. If a claim is accepted, the Company may, as appropriate and subject to applicable law, repair the Goods, replace them, supply the missing items, or issue a credit or refund for the affected Goods.
8.7. No warranty shall apply beyond the terms expressly agreed in writing, except for rights or obligations that cannot lawfully be excluded.
8.8. Goods sourced from third-party manufacturers may be covered by the relevant manufacturer’s warranty, where available. This does not exclude any responsibility that the Company has under the Contract or applicable law.
9. Inspection, Shortages and Defective Goods
9.1. The Customer shall inspect the Goods within a reasonable time after receipt.
9.2. Any apparent shortage, incorrect item, transit damage, or visible defect should be reported to the Company in writing within seven (7) calendar days of receipt, where reasonably possible.
9.3. A complaint should include the invoice number, product code, quantity affected, batch details where applicable, a description of the issue, and supporting photographs or other evidence.
9.4. Defects that could not reasonably have been discovered during the initial inspection should be reported promptly after discovery and within any applicable warranty period, subject to applicable law.
9.5. The Customer shall give the Company a reasonable opportunity to examine the affected Goods before repair, alteration, disposal, or further use, unless immediate action is necessary for safety or legal compliance.
9.6. Where return of the Goods is required, the Company shall provide return instructions. The Customer shall not return Goods without prior written authorisation unless otherwise required by law.
9.7. If the complaint is accepted, the parties shall agree on an appropriate remedy in accordance with Clause 8 and applicable law.
9.8. A claim concerning complete non-delivery shall be reported to the Company in writing as soon as reasonably possible after the expected delivery date. The Customer shall cooperate in obtaining relevant carrier and shipment records.
9.9. Failure to report an issue within the suggested timeframes may affect the Company’s ability to investigate the claim, but shall not automatically remove any legal rights that cannot lawfully be excluded.
10. Liability
10.1. Each party shall be responsible for its obligations under the Contract and applicable law.
10.2. Subject to applicable law, the Company shall not be liable for indirect or remote losses that were not reasonably foreseeable when the Contract was formed.
10.3. Where legally permitted, the Company shall not be liable for loss of profits, loss of business opportunities, or loss of goodwill arising from the Contract, except where such loss is recoverable under applicable law or expressly agreed in writing.
10.4. Subject to Clause 10.5 and applicable law, the Company’s total aggregate liability arising from a particular Contract shall not exceed the total amount paid or payable for the affected Goods under that Contract.
10.5. Nothing in these Terms and Conditions excludes or limits liability where such exclusion or limitation is prohibited by law, including liability arising from fraud or other liability that cannot lawfully be excluded.
10.6. The parties shall take reasonable steps to reduce losses that may arise from a breach of the Contract.
10.7. Nothing in this clause limits any mandatory product safety, regulatory, or reporting obligations applicable to the parties.
11. Returns
11.1. Goods shall not be returned without the Company’s prior written approval, except where return is required by law or an applicable recall or safety procedure.
11.2. Requests for return of incorrect, damaged, or defective Goods should be submitted as soon as reasonably possible after discovery, together with the relevant order and product details.
11.3. For returns arising from a Customer ordering error or a change of mind, acceptance shall be subject to the Company’s written approval and any agreed restocking or handling charge.
11.4. Unless the return relates to a defect or other matter for which different treatment is required by law, returned Goods must be unused, undamaged, and in their original packaging, with batch identification and traceability maintained.
11.5. The Company may issue a Return Merchandise Authorisation (RMA) number and provide instructions for returning approved Goods.
11.6. The Customer shall follow the return instructions, including those concerning packaging, shipping, documentation, and any applicable customs requirements.
11.7. Where the Company requests the return of Goods for investigation, corrective action, or recall, the Customer shall reasonably cooperate and provide available information about the location and distribution of the affected Goods.
12. Order Cancellation
12.1. A request to cancel an accepted Order must be submitted in writing and is subject to the Company’s written approval.
12.2. If cancellation is approved, the Customer shall be responsible for reasonable and documented costs already incurred for materials, production, customisation, packaging, and other committed expenses, to the extent permitted by the Contract and applicable law.
12.3. Where a cancellation charge has been agreed, it shall be reasonable and consistent with applicable law. The Company shall not automatically charge the same cost twice or recover amounts that it is not legally entitled to claim.
12.4. Custom-made, customised, or private-label Goods may be subject to special cancellation terms agreed in writing before production begins.
12.5. Cancellation shall not affect amounts already due or other rights and obligations that have accrued before cancellation.
13. Product Specifications and Changes
13.1. The Goods shall conform to the specifications expressly agreed in the accepted Quotation, approved sample, technical drawing, or other written document forming part of the Contract.
13.2. Dimensions and product images shown on the Company’s website or in its catalogues are for general guidance unless expressly confirmed as binding specifications.
13.3. The Company may make reasonable changes to manufacturing methods or non-essential specifications where such changes do not materially affect the agreed requirements, safety, performance, or regulatory conformity of the Goods.
13.4. Any material change affecting an agreed specification shall be communicated to the Customer and shall require the Customer’s written approval where necessary under the Contract or applicable regulatory requirements.
13.5. If the Customer supplies designs, drawings, trademarks, or other technical requirements, the Customer is responsible for ensuring it has the right to provide them for the agreed purpose. The Company shall manufacture according to the accepted requirements and applicable obligations.
14. Marking, Labelling and Instructions
14.1. The Customer shall not remove or alter the Company’s name, product identification, batch information, trademarks, or other markings without prior written approval, except where alteration is agreed under an authorised private-label arrangement or permitted by law.
14.2. Any private-label manufacturing, relabelling, or repackaging arrangement must be agreed in writing, including responsibility for applicable labelling and regulatory requirements.
14.3. The Customer shall pass on relevant instructions, warnings, handling information, and other documentation supplied with the Goods to downstream customers where applicable.
14.4. The Customer shall not alter the Goods or their packaging in a way that misrepresents their origin, identity, specifications, or regulatory status.
14.5. Each party shall fulfil the regulatory obligations applicable to its role in the supply chain and the markets in which the Goods are placed.
15. Confidential Information
15.1. Each party shall protect confidential commercial, technical, financial, and business information received from the other party.
15.2. Confidential information shall not be disclosed to third parties except with written consent, where required for the performance of the Contract, or where disclosure is required by law or a competent authority.
15.3. These obligations shall not apply to information that is publicly available without breach of the Contract, was lawfully known before disclosure, or is lawfully obtained from an independent source.
15.4. Upon written request or termination of the Contract, each party shall, where reasonably practicable and legally permitted, return or destroy confidential information, except for records required to be retained by law or for legitimate record-keeping purposes.
15.5. The confidentiality obligations shall continue for five (5) years after the Contract ends, unless a longer period is agreed in writing or the information is protected by applicable law for a longer period.
15.6. Neither party shall use the other party’s name, logo, or business relationship in advertising or publicity without prior written consent, except where disclosure is required by law.
16. Financial Difficulty and Insolvency
16.1. If the Customer becomes insolvent, ceases business, fails to pay material overdue amounts, or becomes subject to formal insolvency proceedings, the Company may, subject to applicable law, suspend further performance or terminate the affected Contract by written notice.
16.2. Where reasonably justified, the Company may request payment security before continuing production or shipment.
16.3. Termination shall not affect rights and obligations that accrued before termination, including payment for Goods already supplied and recoverable costs incurred under the Contract.
16.4. Any recovery of Goods or enforcement of security shall be carried out only through lawful means.
17. Assignment and Subcontracting
17.1. The Company may engage suitable subcontractors, suppliers, and service providers to fulfil its obligations, while remaining responsible for its contractual obligations to the Customer.
17.2. Neither party may assign the whole Contract to another party without the other party’s prior written consent, such consent not to be unreasonably withheld where appropriate.
17.3. The Customer shall not transfer its obligations in a manner that affects the Company’s rights or increases its obligations without prior written agreement.
18. Force Majeure
18.1. Neither party shall be responsible for a failure or delay caused by an event beyond its reasonable control that could not reasonably have been avoided or overcome.
18.2. Such events may include natural disasters, floods, fire, war, armed conflict, terrorism, civil unrest, government restrictions, epidemics, strikes, transport disruption, customs restrictions, serious machinery breakdown, and significant shortages of essential materials or utilities.
18.3. The affected party shall notify the other party within a reasonable time, explain the expected effect on performance, and take reasonable steps to reduce the impact.
18.4. Obligations affected by the event shall be suspended for the period and to the extent that performance is prevented, subject to applicable law.
18.5. If the event continues for more than sixty (60) consecutive days and materially prevents performance, either party may request a review of the Contract. Termination shall be subject to written agreement or applicable law.
18.6. Payment obligations for Goods already delivered shall not be excused merely because a force majeure event occurs, except where applicable law provides otherwise.
19. Waiver
19.1. A waiver of any right under the Contract shall be effective only when made in writing by the party granting the waiver.
19.2. A delay or failure to exercise a right shall not, by itself, amount to a waiver of that right.
19.3. A waiver concerning one breach shall not automatically constitute a waiver of any later breach.
20. Severability
20.1. If any provision of these Terms and Conditions is found invalid or unenforceable by a competent court, the remaining provisions shall continue in effect to the extent permitted by law.
20.2. The parties shall, where appropriate, seek to replace the affected provision with a valid provision that most closely reflects its lawful commercial purpose.
21. Amendments
21.1. Any amendment to an accepted Contract must be made in writing and accepted by both parties.
21.2. Emails and other electronic communications may be used to record amendments where the parties can be identified and the applicable legal requirements are satisfied.
22. Remedies
22.1. The rights and remedies available to either party shall be those provided under the Contract and applicable law.
22.2. Any claim for compensation arising from a breach of Contract shall be assessed in accordance with applicable law, including the relevant principles governing recoverable loss and damage.
22.3. Nothing in these Terms and Conditions shall be interpreted as removing a mandatory right or remedy that cannot lawfully be excluded.
23. Governing Law and Jurisdiction
23.1. These Terms and Conditions and any Contract formed under them shall be governed by the laws of the Islamic Republic of Pakistan, subject to any mandatory laws applicable to the transaction.
23.2. The parties shall first make reasonable efforts to resolve disputes through good-faith discussions between their authorised representatives.
23.3. If the dispute cannot be resolved amicably, it shall be submitted to the competent courts in Pakistan having jurisdiction over the dispute, subject to applicable law.
23.4. Nothing in this clause prevents a court from applying mandatory legal provisions that govern a particular transaction or prevent the parties from agreeing to arbitration in a separate written agreement.
23.5. The United Nations Convention on Contracts for the International Sale of Goods (CISG), if otherwise applicable, shall be excluded only where the parties expressly agree in writing to its exclusion.
24. Entire Agreement
24.1. The Contract, together with the accepted Quotation, Pro Forma Invoice, these Terms and Conditions, and any other documents expressly incorporated into it, constitutes the agreement between the parties concerning the relevant sale.
24.2. It replaces earlier discussions or understandings concerning the same subject matter to the extent they are inconsistent with the final written Contract.
24.3. Nothing in this clause excludes liability for fraud or misrepresentation where such liability cannot lawfully be excluded.
25. Third-Party Rights
25.1. Unless expressly agreed otherwise in writing or required by applicable law, a person who is not a party to the Contract shall not acquire contractual rights merely because they are referred to in these Terms and Conditions.
26. Notices and Communications
26.1. Notices concerning Orders, payments, complaints, cancellations, or other Contract matters shall be made in writing and sent to the postal or email address specified in the relevant Quotation, Pro Forma Invoice, or subsequent written communication.
26.2. Each party is responsible for keeping its contact details accurate and informing the other party of any change.
26.3. An electronic communication shall be treated as received when receipt can reasonably be established, subject to applicable law and any agreed notice procedure.
26.4. Formal legal notices shall be delivered in the manner required by applicable law or expressly agreed by the parties.
27. Electronic Records and Signatures
27.1. The parties may use electronic communications, purchase orders, invoices, order confirmations, and electronic signatures for their business transactions where legally permitted.
27.2. The parties shall retain relevant electronic records and confirmations as evidence of the agreed commercial terms, subject to applicable law.
28. Compliance with Applicable Laws
28.1. Each party shall comply with the laws and regulations applicable to its own activities and obligations under the Contract.
28.2. The Company shall be responsible for manufacturing and supplying Goods in accordance with the requirements applicable to its role and the agreed product specifications.
28.3. The Customer shall be responsible for destination-country import requirements, local registrations, distribution authorisations, and other obligations applicable to its role, unless otherwise agreed in writing.
28.4. Nothing in these Terms and Conditions authorises either party to make false or misleading claims concerning product quality, certification, regulatory approval, or intended use.
29. Final Provisions
29.1. These Terms and Conditions apply together with the accepted Quotation and Pro Forma Invoice.
29.2. If any specific term in an accepted Quotation or signed agreement differs from these Terms and Conditions, the order of priority set out in Clause 2.3 shall apply.
29.3. The parties shall act in good faith in communicating and resolving issues arising during the performance of their business relationship.
Implant Surgical Company
Sialkot, Punjab, Pakistan
Email: contact@implantsurgical.com
Website: www.implantsurgical.com