STANDARD TERMS AND CONDITIONS FOR GOODS AND SERVICES
SURFACE IMAGING SOLUTIONS LTD.
28 July 2026
These Terms and Conditions apply only to Customers acting in the course of business, trade, profession, or public function, and not to consumers.
1. Application, contract formation, and order of precedence
1.1 The Supplier shall supply, and the Customer shall purchase, the Goods and Services described in the Contract Documents in accordance with these Terms and Conditions.
1.2 Each quotation issued by the Supplier is an invitation to the Customer to place an Order unless the quotation expressly states that it is capable of acceptance. An Order placed by the Customer constitutes an offer to purchase the Goods and Services on these Terms and Conditions.
1.3 An Order shall be accepted, and a Contract shall arise, only when the Supplier gives an Order Confirmation. An Order Confirmation may be a formal order acknowledgement, an email from an authorised representative of the Supplier expressly accepting the Order, or a Quotation signed or otherwise expressly accepted in writing by both Parties. An invoice alone shall not constitute an Order Confirmation.
1.4 These Terms and Conditions apply to the exclusion of any terms which the Customer seeks to impose or incorporate, including any terms printed on, attached to, or referred to in a purchase order, procurement portal, or other Customer document, unless the Supplier expressly agrees to those terms in the Order Confirmation.
1.5 The Contract Documents shall be interpreted in the following order of precedence, with the first listed document prevailing in the event of inconsistency. Where a Quotation itself constitutes the Order Confirmation under Clause 1.3, it shall be treated as the Order Confirmation for this purpose:
(a) the Order Confirmation;
(b) the Quotation;
(c) any product, service, warranty, support, data-processing, or other schedule expressly incorporated into the Order Confirmation;
(d) these Terms and Conditions; and
(e) the Customer’s Order, but only to the extent expressly accepted in the Order Confirmation.
1.6 Any original manufacturer or third-party end-user licence terms shall apply to the licensing and use of the relevant software. They shall not vary the price, payment, delivery, warranty, or liability provisions of the Contract unless the Order Confirmation expressly states otherwise.
1.7 The Supplier shall not be obliged to deliver Goods or perform Services outside Great Britain unless the place of delivery and any applicable territorial arrangements are expressly stated in the Order Confirmation.
2. Definitions and interpretation
In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
Business Day
a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business;
Commencement Date
the date on which the Services are to commence, as stated in the Order Confirmation;
Confidential Information
information disclosed by or on behalf of one Party to the other in connection with the Contract which is identified as confidential or which ought reasonably to be understood to be confidential;
Contract
the contract between the Supplier and the Customer for the supply of Goods and Services, comprising the Contract Documents;
Contract Documents
the documents listed in Clause 1.5;
Contract Price
the total price payable for the Goods and Services under the Contract, excluding VAT and any other taxes or charges stated separately;
Customer
the person, company, public authority, or other organisation identified as the customer in the Order Confirmation;
Delivery Date
the estimated or agreed date for delivery of the Goods stated in the Order Confirmation;
Goods
the goods, equipment, software supplied with equipment, accessories, spare parts, and any instalment or part of them described in the Order Confirmation;
Order
the Customer’s request or offer to purchase Goods or Services from the Supplier;
Order Confirmation
the Supplier’s written acceptance of an Order, which may be a formal order acknowledgement, an email from an authorised representative expressly accepting the Order, or a Quotation signed or otherwise expressly accepted in writing by both Parties;
Quotation
the Supplier’s written quotation or proposal describing the Goods, Services, price, and other commercial terms;
Services
the installation, commissioning, training, maintenance, support, or other services described in the Order Confirmation;
Supplier
Surface Imaging Solutions Limited, a company registered in England and Wales with company number 07704196 and registered office at 9a Burroughs Gardens, Hendon, London, NW4 4AU;
Territory
the country or territory in which the Goods are to be delivered, as stated in the Order Confirmation.
2.1 References to writing include email. References to a statute or statutory provision include that statute or provision as amended, extended, or re-enacted from time to time and any subordinate legislation made under it.
2.2 Words in the singular include the plural and vice versa. A reference to a person includes an individual, company, corporation, public authority, partnership, or other legal entity. References to a gender include every gender.
2.3 Clause headings are for convenience only and do not affect interpretation. The words “including”, “include”, and similar expressions are illustrative and do not limit the words preceding them.
3. Basis of sale and service
3.1 The Customer acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty that is not set out in the Contract Documents. Nothing in this Clause limits or excludes liability for fraud or fraudulent misrepresentation.
3.2 No variation of the Contract shall be effective unless it is in writing and signed or expressly approved by authorised representatives of both Parties.
3.3 Sales literature, price lists, illustrations, photographs, and descriptions are intended as general guidance only and do not form part of the Contract unless expressly incorporated into the Order Confirmation.
3.4 The Supplier may correct any typographical, clerical, arithmetical, or other accidental error in a quotation, Order Confirmation, invoice, or other document, provided that the correction does not materially change the agreed scope without the Customer’s consent.
4. The Goods
4.1 The specification of the Goods shall be the specification stated or expressly incorporated in the Order Confirmation. Where the Customer requests a variation, the variation shall apply only if accepted by the Supplier in writing, and the Supplier may adjust the price, Delivery Date, and other affected terms.
4.2 The Supplier may make changes to the Goods which are required to comply with applicable legal, safety, or regulatory requirements or which do not materially reduce their quality, safety, or performance.
4.3 After an Order has been accepted, the Customer may cancel or reduce it only with the Supplier’s written agreement. The Customer shall reimburse the Supplier for reasonable and irrecoverable costs, commitments, and losses arising from the cancellation, including charges imposed by the manufacturer or carrier.
5. The Services
5.1 From the Commencement Date, the Supplier shall provide the Services described in the Order Confirmation in consideration of payment of the applicable Contract Price.
5.2 The Supplier shall perform the Services with reasonable care and skill and shall use reasonable endeavours to meet any stated timetable.
5.3 Time shall not be of the essence in relation to the Services unless the Order Confirmation expressly states otherwise.
6. Price
6.1 The price of the Goods and Services shall be the price stated in the Order Confirmation. A Quotation shall remain valid for 90 days from its date unless it states a different period.
6.2 Unless the Order Confirmation states otherwise, prices include the Supplier’s normal packaging and delivery charges to the delivery location stated in the Order Confirmation, but exclude VAT and any other applicable tax, levy, duty, or charge stated separately.
6.3 Before delivery or performance, the Supplier may increase the price to reflect:
(a) a change requested by the Customer to the quantity, specification, delivery arrangements, or scope of the Goods or Services;
(b) delay caused by the Customer or by the Customer’s failure to provide complete and accurate information, instructions, access, approvals, or site readiness; or
(c) an increase in the Supplier’s costs caused by a material change in exchange rates, taxes, customs duties, freight charges, manufacturer prices, or legal or regulatory requirements occurring after the date of the Quotation and outside the Supplier’s reasonable control.
6.4 Any increase under Clause 6.3 shall be limited to the amount reasonably required to reflect the relevant change. The Supplier shall notify the Customer in writing before invoicing the increase.
7. Payment
7.1 The payment schedule stated in the Order Confirmation shall apply. If the Order Confirmation does not state a payment schedule, the following default terms shall apply:
(a) for Goods, the Supplier shall be entitled to invoice 50% of the Contract Price as a deposit upon issue of the Order Confirmation and the remaining 50% on delivery or, where installation is included in the Contract, on completion of installation; and
(b) for Services supplied separately from Goods, the Supplier shall be entitled to invoice on completion or, for Services lasting more than one Month, monthly in arrears.
7.2 The Customer shall pay each invoice within 20 calendar days of the invoice date, unless the Order Confirmation states otherwise. The Supplier shall not be obliged to place a manufacturer order, reserve equipment, commence work, or deliver Goods until any deposit or advance payment due has been received in cleared funds.
7.3 A deposit shall be refundable only to the extent that the Supplier has not incurred or committed it to reasonable and irrecoverable manufacturer, freight, procurement, configuration, or other costs, except where the Contract is cancelled because of the Supplier’s material breach.
7.4 All payments shall be made in the currency and to the bank account stated on the invoice, without deduction, withholding, counterclaim, or set-off, except where required by law.
7.5 If the Customer disputes an invoice in good faith, it shall notify the Supplier promptly, giving reasonable details, and shall pay the undisputed amount by the due date. The Parties shall seek to resolve the disputed amount promptly.
7.6 If the Supplier reasonably considers that the Customer’s creditworthiness has materially deteriorated, the Supplier may require payment in advance or other reasonable security before making further deliveries or providing further Services. Any amount already due shall remain payable.
8. Delivery and performance
8.1 The Supplier shall deliver the Goods to the location stated in the Order Confirmation. If no location is stated, delivery shall take place when the Customer collects the Goods from the Supplier’s premises or another location notified by the Supplier.
8.2 Unless expressly stated to be guaranteed, the Delivery Date and any date for performance of Services are estimates only. The Supplier may deliver the Goods in instalments or in advance on reasonable notice, provided that this does not materially disadvantage the Customer. Each instalment shall be treated as a separate delivery, and delay, shortage, or defect affecting one instalment shall not entitle the Customer to cancel the remainder of the Contract unless it substantially deprives the Customer of the benefit of the Contract as a whole.
8.3 The Customer shall provide all instructions, access, licences, consents, personnel, network information, and site facilities reasonably required for delivery, installation, and performance of the Services.
8.4 If the Customer fails to take delivery or to comply with Clause 8.3, the Supplier may store the Goods, treat delivery as having occurred, pass risk to the Customer, and charge the Customer for reasonable storage, insurance, redelivery, travel, and other resulting costs.
9. Delay and non-delivery
9.1 The Supplier shall not be liable for delay or failure caused by the Customer, a carrier appointed by the Customer, or an event described in Clause 18.
9.2 If a long-stop date is stated in the Order Confirmation and the Supplier fails, for reasons within its reasonable control, to deliver the Goods or commence materially all of the Services by that date, the Customer may give written notice requiring delivery or commencement within a reasonable further period. If no long-stop date is stated, the Customer may give such notice once the delay has become unreasonable having regard to the nature and source of the Goods or Services and the information provided by the Supplier.
9.3 If the Supplier does not comply with a notice under Clause 9.2 within the reasonable further period stated in that notice, the Customer may cancel the undelivered or unperformed part of the Contract. The Supplier shall refund any amount paid for that cancelled part and, subject to Clause 14, this shall be the Customer’s sole remedy for the relevant delay or non-delivery.
10. Risk and retention of title
10.1 Risk of damage to or loss of the Goods shall pass to the Customer:
(a) on collection, where the Customer collects the Goods; equipment, commence work, or deliver Goods until any deposit or advance payment due has been received in cleared funds.
7.3 A deposit shall be refundable only to the extent that the Supplier has not incurred or committed it to reasonable and irrecoverable manufacturer, freight, procurement, configuration, or other costs, except where the Contract is cancelled because of the Supplier’s material breach.
7.4 All payments shall be made in the currency and to the bank account stated on the invoice, without deduction, withholding, counterclaim, or set-off, except where required by law.
7.5 If the Customer disputes an invoice in good faith, it shall notify the Supplier promptly, giving reasonable details, and shall pay the undisputed amount by the due date. The Parties shall seek to resolve the disputed amount promptly.
7.6 If the Supplier reasonably considers that the Customer’s creditworthiness has materially deteriorated, the Supplier may require payment in advance or other reasonable security before making further deliveries or providing further Services. Any amount already due shall remain payable.
8. Delivery and performance
8.1 The Supplier shall deliver the Goods to the location stated in the Order Confirmation. If no location is stated, delivery shall take place when the Customer collects the Goods from the Supplier’s premises or another location notified by the Supplier.
8.2 Unless expressly stated to be guaranteed, the Delivery Date and any date for performance of Services are estimates only. The Supplier may deliver the Goods in instalments or in advance on reasonable notice, provided that this does not materially disadvantage the Customer. Each instalment shall be treated as a separate delivery, and delay, shortage, or defect affecting one instalment shall not entitle the Customer to cancel the remainder of the Contract unless it substantially deprives the Customer of the benefit of the Contract as a whole.
8.3 The Customer shall provide all instructions, access, licences, consents, personnel, network information, and site facilities reasonably required for delivery, installation, and performance of the Services.
8.4 If the Customer fails to take delivery or to comply with Clause 8.3, the Supplier may store the Goods, treat delivery as having occurred, pass risk to the Customer, and charge the Customer for reasonable storage, insurance, redelivery, travel, and other resulting costs.
9. Delay and non-delivery
9.1 The Supplier shall not be liable for delay or failure caused by the Customer, a carrier appointed by the Customer, or an event described in Clause 18.
9.2 If a long-stop date is stated in the Order Confirmation and the Supplier fails, for reasons within its reasonable control, to deliver the Goods or commence materially all of the Services by that date, the Customer may give written notice requiring delivery or commencement within a reasonable further period. If no long-stop date is stated, the Customer may give such notice once the delay has become unreasonable having regard to the nature and source of the Goods or Services and the information provided by the Supplier.
9.3 If the Supplier does not comply with a notice under Clause 9.2 within the reasonable further period stated in that notice, the Customer may cancel the undelivered or unperformed part of the Contract. The Supplier shall refund any amount paid for that cancelled part and, subject to Clause 14, this shall be the Customer’s sole remedy for the relevant delay or non-delivery.
10. Risk and retention of title
10.1 Risk of damage to or loss of the Goods shall pass to the Customer:
(a) on collection, where the Customer collects the Goods;
12.7 The Supplier shall pass to the Customer the benefit of any transferable manufacturer’s warranty applicable to the Goods and shall provide reasonable assistance with a warranty claim. This Clause does not reduce any obligation expressly assumed by the Supplier under Clause 12.4.
12.8 Except as expressly stated in the Contract and to the fullest extent permitted by law in a business-to-business contract, all warranties, conditions, and other terms implied by statute or common law are excluded.
13. Customer default and termination
13.1 If the Customer fails to pay an amount when due, the Supplier may charge interest from the due date until payment at 8% per annum above the Bank of England base rate, calculated daily, together with any fixed compensation and reasonable recovery costs available under applicable late-payment legislation.
13.2 Without limiting any other right, the Supplier may suspend further delivery, installation, licensing, support, or Services while any amount is overdue or while the Customer remains in material breach of the Contract.
13.3 Either Party may terminate the Contract immediately by written notice if the other Party:
(a) commits a material breach which is incapable of remedy;
(b) commits a material breach which is capable of remedy and fails to remedy it within 14 Business Days after receiving written notice requiring it to do so; or
(c) becomes insolvent, enters administration or liquidation, has a receiver appointed, ceases or threatens to cease business, or becomes subject to an analogous event, except for a solvent reconstruction or amalgamation, and the terminating Party is permitted by applicable law to terminate the Contract on that ground.
13.4 Termination shall not affect rights and liabilities accrued before termination. All amounts properly due for Goods supplied and Services performed shall become immediately payable. Except where termination results from the Supplier’s unremedied material breach, reasonable non-cancellable commitments properly incurred by the Supplier for the Contract shall also become payable. Clauses intended by their nature to survive termination shall continue in force.
14. Liability
14.1 Nothing in the Contract excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979, or any other liability which cannot lawfully be excluded or limited.
14.2 Subject to Clause 14.1, the Supplier’s total aggregate liability arising out of or in connection with a Contract, whether in contract, tort including negligence, breach of statutory duty, misrepresentation, restitution, or otherwise, shall not exceed 100% of the Contract Price paid or payable under that Contract.
14.3 Subject to Clause 14.1, the Supplier shall not be liable for any indirect or consequential loss or for loss of profit, revenue, business, contracts, anticipated savings, goodwill, or opportunity, whether direct or indirect.
14.4 The Supplier shall not be liable to the extent that loss arises from the Customer’s failure to follow the Contract Documents or manufacturer’s instructions, use outside intended purpose, unauthorised modification or repair, inadequate backup or cybersecurity arrangements, or a third-party system outside the Supplier’s reasonable control.
14.5 The Customer shall be responsible for clinical interpretation, diagnosis, treatment, and patient-care decisions made by its appropriately qualified personnel. This Clause does not exclude the Supplier’s liability for a proven failure of the Goods or Services to meet an expressly agreed specification or intended purpose.
14.6 The Customer shall reimburse the Supplier for reasonable losses and costs arising from physical loss of or damage to equipment owned by the Supplier or a third party while in the Customer’s custody, except to the extent caused by the Supplier’s negligence or breach.
15. Additional provisions for medical and imaging equipment
15A. Regulatory compliance
15.1 Where Goods are medical devices, the Supplier shall ensure that, at the time of delivery, they may lawfully be supplied in the Territory and bear any conformity marking required or recognised for that Territory, together with any applicable registration and manufacturer information required for their lawful supply.
15.2 The Customer shall install, operate, store, maintain, and use the Goods in accordance with their intended purpose, manufacturer’s instructions, applicable law, regulatory guidance, and appropriate professional standards. The Customer shall not remove or alter labels, identifiers, safety notices, or conformity markings.
15.3 The regulatory status and intended purpose of each product shall be as stated in the Contract Documents and manufacturer’s documentation. Goods identified as non-medical, research use only, or not for diagnostic use shall not be represented or used by the Customer as having a medical or diagnostic purpose beyond that stated documentation.
15B. Software licensing
15.4 Software supplied with or for use with the Goods is licensed, not sold, and may be used only in accordance with the applicable manufacturer or licensor end-user licence terms.
15.5 The Supplier shall not be responsible for updates, continued compatibility, interfaces, or integrations unless they are expressly included in the Contract Documents. Nothing in this Clause excludes responsibility for Services expressly undertaken by the Supplier.
15C. Installation, site readiness, and acceptance
15.6 The Customer shall, at its own cost, provide safe and suitable premises, power, network access, environmental conditions, access permissions, and other site requirements specified in the Contract Documents or manufacturer’s documentation.
15.7 Where installation or commissioning is included, the Supplier shall perform it with reasonable care and skill. The Customer shall inspect the system and sign any acceptance certificate reasonably requested by the Supplier.
15.8 The Goods shall be deemed accepted when the Customer signs the acceptance certificate, begins routine operational use, or fails to notify a material non-conformity within five Business Days after completion of installation, whichever occurs first. Acceptance does not waive rights relating to latent defects or an applicable warranty.
15D. Training and clinical use
15.9 Training provided by the Supplier is product familiarisation and operator training within the scope stated in the Contract Documents. It does not replace professional education, clinical competence, local governance, or the Customer’s responsibility to authorise users.
15.10 Responsibility for patient care and clinical decisions rests with the Customer and its appropriately qualified personnel, subject always to Clause 14.5.
15E. Data protection and device connectivity
15.11 Each Party shall comply with applicable data-protection law in relation to personal data processed under or in connection with the Contract. The Parties’ roles shall be determined by the processing each Party actually undertakes.
15.12 If the Supplier is to process personal data on behalf of the Customer, the Parties shall enter into an appropriate data-processing agreement before that processing begins. Unless expressly agreed, the Customer shall ensure that personal data is removed, anonymised, or appropriately protected before equipment, images, logs, or other materials are made available to the Supplier.
15.13 The Customer is responsible for its network, user access, local cybersecurity, backups, and lawful use of patient or other personal data. The Supplier shall not be liable for failure of a PACS, EPR, EMR, network, or third-party system outside its reasonable control, except to the extent caused by the Supplier’s breach of an expressly agreed integration obligation.
15F. Product complaints, recalls, and safety action
15.14 The Supplier shall notify the Customer promptly of any relevant recall, field safety corrective action, safety notice, or other corrective action communicated by the manufacturer or a competent authority.
15.15 The Customer shall notify the Supplier promptly of any material product complaint, suspected incident, safety concern, or cybersecurity issue relating to the Goods and shall provide reasonable information and cooperation for investigation and corrective action.
15.16 The Customer shall comply with reasonable instructions to identify, quarantine, cease using, update, correct, or return affected Goods and shall pass relevant safety information to any person to whom it has transferred or made the Goods available. Liability arising from such action shall be determined under Clause 14 and applicable law.
15G. Insurance
15.17 Each Party shall maintain insurance or equivalent risk arrangements reasonably appropriate to its obligations and risks under the Contract and shall provide reasonable evidence of those arrangements on request, subject to confidentiality and insurer or scheme restrictions.
15H. Import, export, and sanctions compliance
15.18 The allocation of import duties, customs clearance, freight, and related charges shall be as stated in the Order Confirmation. Unless stated otherwise, the Customer is responsible for any onward export, re-export, transfer, or import after delivery.
15.19 Each Party shall comply with applicable export-control and sanctions laws. The Supplier shall not be liable for delay, refusal, or restriction caused by a governmental authority or by the need to obtain an export, import, or sanctions approval, except to the extent caused by the Supplier’s breach.
16. Confidentiality
16.1 Each Party shall keep the other Party’s Confidential Information confidential, use it only for the purposes of the Contract, and disclose it only as permitted by this Clause.
16.2 A Party may disclose Confidential Information to its employees, officers, professional advisers, insurers, manufacturers, suppliers, and subcontractors who need to know it for the Contract and who are bound by appropriate duties of confidentiality, and to a court, regulator, public authority, or other person where disclosure is required by law.
16.3 The obligations in this Clause do not apply to information which the receiving Party can show was already lawfully known to it, was independently developed without use of the Confidential Information, was lawfully received from a third party without restriction, or is or becomes public other than through breach of the Contract.
16.4 This Clause shall continue for five years after termination of the Contract, except that information constituting a trade secret shall remain protected for as long as it remains a trade secret.
17. Notices
17.1 A notice under the Contract shall be in writing and sent to the postal or email address most recently notified by the receiving Party for contractual notices.
17.2 A notice shall be deemed received:
(a) if delivered by hand, when left at the relevant address during normal business hours;
(b) if sent by prepaid first-class post within the United Kingdom, at 9.00 am on the second Business Day after posting; or
(c) if sent by email, when transmitted without an automated delivery-failure message, provided that an email sent outside normal business hours shall be deemed received at 9.00 am on the next Business Day.
17.3 This Clause does not apply to service of legal proceedings or other documents in legal proceedings.
18. Force majeure
18.1 Neither Party shall be liable for delay or failure to perform an obligation, other than an obligation to pay an amount already due, where caused by an event beyond that Party’s reasonable control, including interruption of utilities or communications, industrial action, civil unrest, fire, flood, severe weather, epidemic, pandemic, war, terrorism, governmental action, transport disruption, manufacturer delay, component shortage, or import or export restriction.
18.2 The affected Party shall notify the other Party as soon as reasonably practicable and shall take reasonable steps to mitigate the effect of the event.
18.3 If the event continues for more than 60 consecutive days and materially prevents performance, either Party may terminate the affected part of the Contract by written notice. The Customer shall pay for Goods delivered, Services performed, and reasonable non-cancellable costs incurred before termination.
19. General
19.1 The Contract Documents constitute the entire agreement between the Parties relating to their subject matter and supersede prior discussions, correspondence, negotiations, and understandings relating to that subject matter, subject to Clause 3.1.
19.2 A failure or delay in exercising a right or remedy shall not constitute a waiver of that or any other right or remedy. A waiver shall be effective only if given in writing and only for the circumstances for which it is given.
19.3 If a provision of the Contract is unlawful, invalid, or unenforceable, it shall be treated as modified to the minimum extent necessary to make it valid and enforceable. If that is not possible, it shall be severed, and the remaining provisions shall continue in force.
19.4 A person who is not a Party to the Contract shall have no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.
19.5 Nothing in the Contract creates a partnership, joint venture, fiduciary relationship, or agency between the Parties, and neither Party may bind the other except as expressly agreed in writing.
20. Law and jurisdiction
20.1 The Contract and any non-contractual dispute or claim arising out of or in connection with it shall be governed by the laws of England and Wales.
20.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract, including any non-contractual dispute or claim, subject to any mandatory law applying in the Territory.