1. Definitions

• “Company” refers to Implant Surgical Company, officially registered in Pakistan under the registration number 4251044-9 & A-31271.
• “Contract” denotes the agreement formed upon acceptance of an order by the Company, which includes these stipulated conditions.
• “Customer” designates the entity, corporation, or organization whose order for goods has been accepted by the Company.
• “Goods” represent the products that the Company commits to provide in accordance with these conditions, as specified in the order.
• “Order” signifies the purchase request submitted by the Customer for the acquisition of Goods from Implant Surgical Company.
• “Quotation” refers to the document issued by Implant Surgical Company, setting forth the pricing and the timeframe for supplying the goods to the Customer.

Note: Any mention of legal statutes pertains to their current applicability, accounting for amendments, extensions, applications, or re-enactments, as well as any accompanying subordinate regulations.

General

2.1. Headings provided are solely for reference convenience and bear no significance in interpreting the conditions.

2.2. In case of a conflict, the contractual documents will be applied in the following sequence: a) The Quotation b) The Conditions

2.3. No additional terms, conditions, or warranties can be included in the Contract unless explicitly agreed upon in writing with Implant Surgical Company. Specifically, the terms and conditions of the Customer are expressly excluded, irrespective of whether they are presented in full, referred to in other documents, or proposed before or after the Contract’s formation.

2.4. Implant Surgical Company reserves the right to update or modify these Conditions without prior notice to the Customer in order to comply with legal requirements or adapt to evolving business needs.

Ordering

3.1. Each Order, regardless of its submission method (telephone, fax, post, email, or electronic system), shall be considered an offer from the Customer to procure Goods under these conditions. Implant Surgical Company retains the discretionary right to decline any Order. The Contract is established upon the confirmation of the Customer’s purchase order by Implant Surgical Company.

3.2. The Customer bears responsibility for ensuring the accuracy of all Order details, including the Goods’ description.

Samples and Free-of-Charge Goods

3.3. When no order is placed, and Implant Surgical Company provides Samples to acquaint the Customer with the goods, or supplies Free-of-Charge Goods as part of a clinical trial or compassionate use program, these conditions are applicable to such Samples and Free-of-Charge Goods to the extent applicable.

Prices

4.1. The price includes VAT and all other relevant taxes and duties for which the Customer is not liable to Implant Surgical Company.

4.2. All quoted prices are subject to change until the delivery date, provided that Implant Surgical Company issues prior written notice.

4.3. Implant Surgical Company reserves the right to increase the Goods’ price by notifying the Customer before delivery, if such an increase is necessitated by factors beyond the Company’s reasonable control.

4.4. Errors in prices and product availability on Implant Surgical Company’s website are subject to correction without prior notice. Implant Surgical Company reserves the right to rescind any offers and rectify errors, inaccuracies, or omissions, even after order confirmation and payment. In the event of an incorrect charge, Implant Surgical Company will issue a credit to the Customer’s credit card account. The timing of this credit’s availability will adhere to the policies of individual banks. Should the purchase be unsatisfactory, it may be returned following Implant Surgical Company’s Return Policy.

Delivery

5.1. Delivery of Goods occurs at the delivery address indicated on the Pro Forma Invoice or communicated separately, whichever is more extensive, after Implant Surgical Company’s acceptance of the Order.

5.2. Implant Surgical Company reserves the right to withhold Goods’ delivery if any outstanding sum under any contract with the Customer remains unpaid or if, in Implant Surgical Company’s reasonable assessment, the Customer’s financial standing has been compromised for any other reason.

5.3. Time is not of the essence concerning delivery, and Implant Surgical Company shall not be held liable for any losses or damages incurred due to any failure to deliver the Goods promptly or at all. Consequently, the Customer has no entitlement to damages or order cancellation for delivery time failures.

5.4. Goods may be delivered in separate installments, each of which is invoiced and paid for following the Contract’s provisions. Each installment is an independent Contract, and the failure or termination of one installment does not grant the Customer the right to repudiate or cancel any other Contract or installment.

5.5. The Customer must accept delivery of the Goods when tendered (including signing the relevant delivery note). Failure to do so, or any other act or request causing delivery delay, results in the following: a) Deeming the Goods as delivered b) Transfer of risk to the Customer c) Implant Surgical Company’s right to store or arrange storage for the Goods until delivery, with the Customer charged for reasonable storage costs (including insurance) and any additional expenses incurred for subsequent delivery.

5.6. Adequate and secure facilities and procedures must exist at the Customer’s premises for receiving the Goods.

5.7. If the Goods are not received within ten days of the specified delivery date, the Customer is obliged to promptly notify Implant Surgical Company’s Customer Support Centre.

5.8. Import taxes and obtaining import licenses and authorizations are solely the Customer’s responsibility.

Title and Risk

6.1. The Goods become the Customer’s responsibility upon delivery unless agreed otherwise in writing, indicating collection from Implant Surgical Company’s premises. In such cases, the Goods are at the Customer’s risk after Implant Surgical Company notifies the Customer of their availability for collection.

6.1a. Title in the Goods does not pass from Implant Surgical Company until: a) The Customer fully pays the price, and b) No other sums owed by the Customer to Implant Surgical Company exist.

6.1b. Until title to the Goods transfers to the Customer according to clause 6.1a, the Customer: a) Holds the Goods in a fiduciary capacity for Implant Surgical Company b) Stores the Goods separately from all other items and marks them clearly as Implant Surgical Company’s property c) Maintains the Goods in good condition and insures them for their full price on Implant Surgical Company’s behalf.

6.1c. The Customer may sell or use the Goods in the normal course of its business. Such sale or use is considered on the Customer’s behalf, and the Customer acts as the principal in these transactions. Until title passes, the proceeds from these transactions, up to the full price of the Goods, are held in trust for Implant Surgical Company and must be kept separate from other funds.

6.1d. Implant Surgical Company retains the right to recover the price, even if title in the Goods has not yet passed.

6.1e. If, before title transfer as per clause 6.1a, the Customer: a) Enters liquidation, undergoes winding-up, or has an administrator, receiver, or manager appointed regarding its assets, or b) Fails to meet payment as specified in these conditions,

The Customer must deliver to Implant Surgical Company any Goods that still exist and have not been resold upon request. Failure to comply allows Implant Surgical Company to enter the premises where the Goods are located and repossess them.

6.1f. The Customer must not pledge or use the Goods as security for any debt without Implant Surgical Company’s prior written consent. Breach of this condition accelerates all sums owed by the Customer to Implant Surgical Company.

6.1g. Upon Contract termination, Implant Surgical Company’s rights under this clause 6 remain in effect.

Terms of Payment

7.1. Payment to Implant Surgical Company must occur within 30 days of the invoice (the “Due Date”). Non-cash payments are considered made upon receipt of cleared funds.

7.2. Each consignment or partial delivery is invoiced and paid separately.

7.3. No disputes or delivery delays, except those beyond Implant Surgical Company’s control, shall hinder prompt full payment by the Customer. Under no circumstances is the Customer entitled to withhold any sums from the price via set-off or any other means.

7.4. All payments under the Contract become due immediately upon termination, regardless of other provisions.

Warranties

8.1. Implant Surgical Company shall make reasonable efforts to ensure that the Goods: a) Match their description and any applicable specification b) Are of satisfactory quality and suitable for the purpose disclosed by Implant Surgical Company or made known to the Customer by Implant Surgical Company c) Are, if applicable, free from defects in design, materials, and workmanship, and maintain this condition for 12 months post-delivery d) Comply with all relevant statutory and regulatory requirements concerning manufacturing, labeling, packaging, storage, handling, and delivery.

8.2. Unless explicitly agreed in writing, Implant Surgical Company does not warrant the Goods’ fitness or suitability for any particular purpose or application. The implied warranties and conditions specified in sections 13, 14, and 15 of the Sale of Goods Act 1979, and other implied conditions or warranties by trade, custom, or usage, are expressly excluded.

8.3. For Goods not manufactured by Implant Surgical Company: a) Implant Surgical Company provides no guarantee that the sale or use of such Goods will not infringe on patents, design rights, registered designs, copyrights, or other industrial property rights held by others. b) The Customer’s warranty is limited to any warranty that Implant Surgical Company receives from the manufacturer or supplier of such Goods.

Missing and Defective Goods

9.1. The Customer must inspect the Goods promptly upon their arrival at their premises.

9.2. In cases of missing Goods or defects noticeable upon inspection: a) The Customer must submit a written complaint to Implant Surgical Company within seven days of receiving the Goods, specifying the shortage and/or defect. b) Implant Surgical Company is entitled to inspect the Goods and investigate the complaint before any further use.

9.3. For defects not apparent during inspection: a) The Customer must submit a written complaint to Implant Surgical Company as soon as reasonably possible after noticing the defect and refrain from using the Goods further. b) The Customer must allow Implant Surgical Company 30 days for inspecting the Goods, and, upon request, return the Goods to Implant Surgical Company’s facility in Sialkot, Pakistan.

9.4. In cases of potential product defects as per Part 1 of the Consumer Protection Act 1987, the Customer must submit the complaint within 12 months of Implant Surgical Company’s delivery date, or within the manufacturer’s specified guarantee period for non-Implant Surgical Company items.

9.5. Complaints outside the timeframes specified in clause 9 will not be considered.

9.6. Any allegations of complete non-delivery of a Goods consignment must be made in writing to Implant Surgical Company by the Customer within ten days of the specified delivery date. Failure to provide such notice makes the Customer liable for any temporary or permanent Goods loss, along with any additional costs incurred by Implant Surgical Company due to such loss.

Liability

10.1. Implant Surgical Company’s sole obligation in cases of missing or defective Goods, unless the Goods manufactured by Implant Surgical Company qualify as defective under Part 1 of the Consumer Protection Act 1987, is to repair or replace the Goods.

10.2. Implant Surgical Company is not liable for consequential loss, loss of profits, property damage, loss of goodwill, missed business opportunities, wasted expenditure, mitigation costs stemming from any fault or defect in the supplied Goods, or other losses, irrespective of the cause.

10.3. The maximum aggregate liability under or arising from this Agreement will not exceed the total Contract value.

10.4. Nothing in this Agreement shall exclude or limit either party’s liability for death or personal injury resulting from negligence, fraudulent actions, omissions, or statements, or for infringement of third-party intellectual property rights.

10.5. Implant Surgical Company relies on its suppliers to conduct testing, examination, and research for the propriety equipment and parts of Goods as required by the Health and Safety at Work Act 1974.

10.6. Clause 10 remains in effect post-Contract termination.

Return of Goods

11.1. Implant Surgical Company is under no contractual obligation to accept returned Goods unless an error on its part regarding the quantity or type of Goods delivered is proven.

11.2. Requests for returns must be made to Implant Surgical Company’s Customer Support Centre within ten working days of the actual delivery date.

11.3. Returns of Goods to correct delivery or ordering errors will be considered only if the Customer Care Team is notified immediately or, in any case, within 48 hours of delivery to the Customer. Goods must be returned to Implant Surgical Company within 5 days of delivery for such purposes.

11.4. Goods returned under sections 11.2, 11.4, 11.5, and 11.6 must be unused, undamaged, and in their original packaging, unless defective. The Goods must be from the same batch originally supplied by Implant Surgical Company and must not be falsified or counterfeit. Implant Surgical Company individually assesses all Goods before authorizing their return.

11.5. Return of Goods for any reason requires prior consent from Implant Surgical Company, granted solely at its discretion. To obtain consent, the Customer Care Team must be notified. Requests for return may be considered if they are: a) Genuine in nature b) Made within 10 working days of actual delivery c) Goods are unused, undamaged, in their original undamaged packaging, and are from the same batch originally supplied by Implant Surgical Company, not falsified or counterfeit.

11.6. If the Customer contacts Implant Surgical Company to request a return, the Customer will be issued a returns merchandise authorization number by Implant Surgical Company. Goods returned without the prior written approval of Implant Surgical Company may be returned to the Customer or disposed of at the company’s absolute discretion.

11.7. In cases where Implant Surgical Company calls for the return of Goods for recall purposes, the Customer must provide as much information as possible regarding the location of the Goods.

Cancellation Policy

12.1. In the event of cancellation before delivery and if returned after delivery where products are not defective, Implant Surgical Company may impose a re-stocking charge of not less than 30% of the invoice value.

12.2. Cancellation of an order is subject to Implant Surgical Company’s sole discretion, on condition that all costs and expenses incurred by Implant Surgical Company up to the time of cancellation, as well as any loss of profits or other losses or damages incurred by Implant Surgical Company due to the cancellation, are reimbursed by the Customer to Implant Surgical Company immediately.

Specifications

13. Implant Surgical Company reserves the right to make reasonable alterations or changes to the specification and dimensions of the Goods within acceptable limits, considering the nature of the Goods. Dimensions provided by Implant Surgical Company are approximate unless the Customer explicitly requests precise dimensions in writing. While our website and catalogs display product images as accurately as possible, Implant Surgical Company cannot guarantee that the finish/color seen matches the actual product, as it depends partly on the Customer’s monitor and settings.

Marking and Instructions

14.1. The Customer must not obscure, remove, or conceal any name, mark, numbering, coloring, appearance, or logo on the Goods.

14.2. The Customer must not repackage or alter the presentation of the Goods, or assist, cause, or enable any other party to do so, or deal in Goods or packaging that have been subjected to such actions.

14.3. The Customer acknowledges its duty to pass on to its customers, where applicable, all instructions, information, and warnings provided by Implant Surgical Company with the Goods.

Confidential Information

15.1. Both parties must treat the Contract as confidential and may not publish or disclose its details without the prior written consent of the other party, except as outlined in 15.2 below.

15.2. The confidentiality obligations outlined in 15.1 do not apply to information that: a) Is or later becomes publicly known through means other than a breach of this clause. b) Must be disclosed by law, a governmental or regulatory authority, or a competent court. c) Was already in possession of one of the parties before its disclosure by the other party or was lawfully and in good faith acquired from an independent third party.

15.3. After the Contract concludes or terminates, both parties must destroy all copies of confidential information obtained from the other party, and the confidentiality obligations remain in effect for ten years.

15.4. The Customer may not advertise or disclose to any third party that Implant Surgical Company supplied Goods without Implant Surgical Company’s prior written consent.

Insolvency

16.1. Implant Surgical Company may cancel the Contract, in whole or in part, by written notice if: a) The Customer enters a voluntary arrangement with its creditors, becomes bankrupt (if an individual or firm), goes into administration (if a company), or goes into liquidation (other than for amalgamation or reconstruction purposes). b) An encumbrancer takes possession of the Customer’s property or assets, or a receiver is appointed. c) The Customer ceases, or threatens to cease, its business. d) Implant Surgical Company reasonably anticipates that any of the above events might occur concerning the Customer and notifies the Customer accordingly.

Sub-Contractors

17.1. Implant Surgical Company may assign or subcontract any part of the Contract to any company, firm, or organization.

17.2. The Customer may not assign or subcontract any part of the Contract without Implant Surgical Company’s prior written consent, which will not be unreasonably withheld or delayed.

Force Majeure

18.1. Implant Surgical Company is not liable for any failure to fulfill its obligations under these conditions or concerning the Goods if such failure results from events beyond its reasonable control. These events include acts of God, war, armed conflict, terrorism, riots, strikes, industrial actions (including those involving Implant Surgical Company employees), fires, floods, natural disasters, defaults by Implant Surgical Company’s suppliers or subcontractors, difficulties in obtaining workers or materials, or machinery breakdown.

18.2. If such an event continues for more than one month, Implant Surgical Company may terminate the Contract without liability.

Waiver

19.1. Any waiver of a right or remedy under the Contract or law is effective only when provided in writing and does not constitute a waiver of any subsequent breach or default. Failure or delay by a party to exercise any right or remedy provided under the Contract or by law does not waive that or any other right or remedy. A single or partial exercise of such right or remedy does not prevent or restrict further exercises.

Severance

20.1. If any provision or part of the Contract becomes invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the risk and reward between the parties. If modification is not possible, the provision or part thereof does not affect the validity and enforceability of the remaining Contract.

Variation

21.1. Except as otherwise specified in these Conditions, no variation of the Contract, including the introduction of additional terms and conditions, is effective unless agreed upon in writing and signed by Implant Surgical Company.

General

22.1. The rights and remedies specified in these conditions are additional to, and do not prejudice, any other rights and remedies available to Implant Surgical Company under common law or statutory law.

Governing Law and Jurisdiction

23.1. The Contract and any dispute or claim arising from it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of Pakistan.

23.2. Both parties agree that the courts of Pakistan have exclusive jurisdiction to settle any dispute or claim arising from or related to this agreement, its subject matter, or formation (including non-contractual disputes or claims).

23.3. The Uniform Law of International Sales Act 1967 schedules do not apply to the Contract under any circumstances.

Entire Agreement

24.1. This Contract represents the entire agreement and understanding between the parties regarding its subject matter, superseding any previous arrangements, understandings, representations (including information or data in any sales and marketing literature), or agreements related to this Agreement.

24.2. The Customer acknowledges that it has not relied on any statement, promise, or representation made by or on behalf of Implant Surgical Company that is not contained in the Contract.

25. Rights of Third Parties 25.1. The terms of this agreement are not subject to enforcement under the Contracts (Rights of Third Parties) Act 1999 by any legal entity that is not a party to this Agreement.

26. Communication 26.1. All communications related to the Contract between the parties shall be in writing and delivered by prepaid first-class post or by hand to the party’s registered office, principal place of business, or any other address that has been officially communicated for this purpose by the party giving notice. In the absence of evidence of earlier receipt, any notices shall be considered duly served:

a) If sent by first-class post, two working days after posting; or

b) If delivered personally, upon being left at the relevant address.