Terms and Conditions

1. Definitions

Buyer: the person, company, organisation, healthcare provider or other entity purchasing Goods from the Seller.

Seller: PPL Biomechanics Limited and includes its successors and assigns.

Custom-made Product: any product manufactured, modified or adapted by the Seller to the Buyer's specification, prescription, measurements, cast, scan or other clinical requirements.

Stock: a standard product supplied by the Seller, whether manufactured by the Seller or by a third-party manufacturer, and supplied without modification.

Practitioner: the healthcare professional responsible for assessing, prescribing, fitting and reviewing the product.

Patient: the end user for whom a product is prescribed.

2. The Contract of Sale

The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
No variation of these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
No employee, representative or agent of the Seller is authorised to make any representation, warranty or guarantee concerning the Goods unless confirmed in writing by the Seller. Technical advice, product recommendations or discussions provided by the Seller are intended to assist the Buyer but shall not form part of the Contract or create any additional warranty or guarantee unless expressly confirmed in writing by the Seller. By entering into the Contract, the Buyer acknowledges that it has not relied upon any representation, warranty, guarantee or statement that has not been so confirmed.
Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the application or use of the Goods is followed or acted upon entirely at the Buyer’s own risk. Accordingly, the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. Orders & Specifications

The Seller exclusively deals with medical practitioners and will not under any circumstances take orders or any instructions directly from patients.
The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
The Buyer is solely responsible for ensuring the accuracy and completeness of all prescriptions, measurements, drawings, sketches, casts, scans, STL files, patient information and specifications supplied to the seller
The Seller will manufacture or supply what the practitioner orders. If the practitioner has ordered an inappropriate device the company will accept no liability for the device.
The quantity, quality and description of the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
If an inappropriate order is placed and requires replacing, remaking or altering in any way from the nature of the original prescription, standard charges will be applied to the Buyer.
The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), cost (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
Any Custom-Made Products sent back by the Buyer for alteration, adjustment or refurbishment must be in a reasonably hygienic and repairable state.
If the Buyer returns Custom-Made Products for review, adjustment or alteration the Seller is not responsible for lost packages in transit. The Seller advises the Buyer to use the Seller’s collection service or another reputable delivery company that will provide a tracking number and insure the package.

4. Pricing

The price of the Goods shall be the price stated in the Seller's written quotation or, where no quotation has been provided or the quotation has expired, the price set out in the Seller's published price list current at the date the Seller accepts the Buyer's order. Unless otherwise agreed in writing, all quotations are valid for seven (7) calendar days from the date of issue. Upon expiry, the quotation shall automatically lapse without further notice. Acceptance of an expired quotation is subject to the Seller's written confirmation and may be subject to revised pricing. The Seller reserves the right to amend its published price list at any time without prior notice.
The price of the goods will be dependent upon the type of account which the Buyer has with the Seller. The price of goods purchased on Patient Pay Direct Account is higher than Trade Prices due to additional administration costs and risks.
The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.

5. Payment Terms

Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
The Buyer shall pay the price of the Goods (less any discount to which the Buyer is entitled, but without any other deduction) within 30 days of the last date of the month the invoice was issued, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
If the Buyer fails to make any payment on the due date then, the Seller shall be entitled to: -cancel the contract or suspend any further deliveries to the Buyer; and appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer).
The Seller is committed to working with Private Clinic Account holders where accounts fall into disorder due to late payment, as they understand from experience that most businesses at times experience cash flow issues. Normally, a repayment plan agreement can be agreed that will be practicable for both the Buyer and the Seller. However, accounts will be placed in a Stop state and all orders will be placed on hold if the agreement is breached or the Buyer does not respond to the Seller’s communications.
Where the Buyer repeatedly fails to comply with the Seller's agreed payment terms or any repayment agreement, the Seller reserves the right to suspend the Buyer's credit facilities and require payment in full before accepting or fulfilling future orders.
If the Buyer fails to make payment by the due date, interest shall accrue after sixty (60) days and be payable on the outstanding amount (both before and after judgment) at the rate of five per cent (5%) per annum until payment is made in full, with part of a month being treated as a full month for the purpose of calculating interest.
Where the Buyer breaches the Seller's payment terms or any agreed repayment arrangement, the Seller reserves the right to suspend the Buyer's credit facilities, refer the outstanding debt to an external debt collection agency or other appropriate recovery process, and recover from the Buyer any reasonable costs incurred in recovering the outstanding debt, together with any applicable interest.

6. Delivery of Goods

Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods, however tracking is available on all deliveries through the Buyer’s courier service. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
If the Seller is alerted that there is an issue with a delivery, the Seller will contact the courier for an update and ensure that the Buyer is kept fully up to date.
Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole, as In the event of staggered dispatch of Goods, only one delivery charge will be applied.
If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
Notification of loss, damage or missing Goods from an order must be made in writing within seven days. Replacement Goods will be issued where applicable.
If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may: - store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
Delivery and collection charges are charged at cost and are therefore subject to change.

7. Return of Goods

Custom-Made Products manufactured to the Buyer's prescription, specification, measurements, cast, scan or other instructions are not eligible for return, exchange or refund except where a manufacturing defect has been confirmed by the Seller.
Postage or collection charges will apply where Custom-Made Products are returned to PPL Biomechanics, or collected by PPL Biomechanics, for Complimentary Comfort Adjustments.
The Seller will accept returns of Stock Products for credit, within three (3) months of Invoicing, provided that returned Goods and packaging are in a clean, re-saleable condition. The Seller will not under any circumstances accept damaged Goods or damaged packaging back into stock for credit.
The Seller will not refund any Stock Products that have been worn, customised or adjusted. Unworn footwear will not be accepted back for credit without the original undamaged shoebox, accompanying insoles and other packaging. Postage will not be credited by the Seller.
If the Stock Products returned were purchased as part of a discount bulk pack or any other type of special deal, the Stock Products will be reviewed by our Accounts Team to assess if a return is applicable and the subsequent value of the credit. The Accounts Team will also review any returns of Stock Products purchased more than three months from date of invoicing, to establish if it is possible to accept the return and issue a credit.

8. Risk and Property in the Goods

Risk of damage to or loss of the Goods shall pass to the Buyer: in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller s property, but shall be entitled to resell or use the Goods in the ordinary course of its business.
Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and repossess the Goods.

9. Warranties and Liability of the Seller

9.1 Product Warranties

Subject to the conditions set out below, the Seller warrants that the Goods will correspond with their specification at the time of delivery.

9.1.1 PPL Manufactured Products

Products manufactured by PPL Biomechanics are warranted against defects in materials and workmanship for a period of six (6) months from the date of delivery.

Where a defect in materials or workmanship is identified during the warranty period, the Seller may, at its sole discretion:

Repair the Goods;
Replace the Goods; or
Issue a credit or refund where repair or replacement is not reasonably practicable.

The remedies set out above shall constitute the Buyer's sole remedy in respect of any valid warranty claim.

For CAD CAM Orthoses, Handmade Orthoses and Carbonflex devices, the Seller additionally provides a one (1) year warranty against shell fracture arising from defects in materials or workmanship. This warranty does not extend to device collapse, deformation or failure resulting from patient weight, activity level, hypermobility, clinical presentation, inappropriate prescription or use outside the intended purpose of the device.

9.1.2 Third-Party Products

Products manufactured by third parties and supplied by the Seller are subject solely to the warranty terms and conditions provided by the original manufacturer.

The Seller does not provide any additional warranty in respect of such products beyond any rights that may be available under applicable law.

Where a warranty claim is made in relation to a third-party product, the claim shall be referred to the original manufacturer for assessment and determination in accordance with the manufacturer's warranty policy. The Seller may, at its discretion, assist the Buyer in communicating with the manufacturer but accepts no liability for any decision made by the manufacturer regarding the claim.

9.2 Conditions Applying to All Warranty Claims

The warranties set out above are subject to the following conditions:

Nothing in these warranties shall be interpreted as guaranteeing any particular clinical outcome, therapeutic result, patient response or duration of product service life.
Any Goods suspected to be damaged or defective must be returned to the Seller for assessment before any repair, replacement, credit or refund is considered. The Seller reserves the right to inspect and evaluate the Goods and determine whether any defect arises from materials, workmanship or any other cause.
The Seller shall not be liable for any defect arising from drawings, designs, prescriptions, specifications, measurements, casts, scans, STL files or other information supplied by the Buyer
The prescribing practitioner remains solely responsible for clinical assessment, diagnosis, prescription selection, product suitability, fitting, review and ongoing patient management.
The Seller shall not be liable for any defect arising from:
- Fair wear and tear;
- Misuse, neglect or accidental damage;
- Abnormal working conditions;
- Failure to follow the Seller's instructions;
- Alteration, modification or repair without the Seller's approval;
- Use of the Goods outside their intended purpose;
- Changes in a patient's condition, weight, mobility, activity level or clinical presentation occurring after fitting.
- Any cause not attributable to a defect in the materials or workmanship of the Goods.
No warranty claim shall be accepted where the total price for the Goods remains unpaid beyond the agreed payment terms.

9.3 Medical Device Vigilance

The Buyer shall promptly notify the Seller of any suspected serious incident, adverse event, device failure or complaint relating to any medical device supplied by the Seller.
The Buyer agrees to provide such information and assistance as may reasonably be required by the Seller to investigate complaints, fulfil regulatory obligations or undertake any corrective action, recall or field safety corrective action.

9.4 Warranty Claim Procedure

Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

9.5 Warranty Remedies

Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.

9.6 Statutory Rights, Liability and Force Majeure

Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Sale of Goods and Supply of Services Act, 1980), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
Where the Goods are sold to a consumer (within the meaning of the Sale of Goods and Supply of Services Act, 1980) the statutory rights of the Buyer are not affected by these conditions.
Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
1. act of God, explosion, flood, tempest, fire or accident
2. war or threat of war, sabotage, insurrection, civil disturbance or requisition
3. acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority
4. import or export regulations or embargoes
5. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party)
6. difficulties in obtaining raw materials, labour, fuel, parts or machinery
7. power failure or breakdown in machinery
8. cyber incidents, ransomware attacks, telecommunications failures, internet service interruptions or failures of information technology systems;
9. transportation disruption, courier failures, port congestion, shipping delays or supply chain interruption.

10. Intellectual Property

If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then unless the claim arises from the use of any drawing, design or specification supplied by the Buyer, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:
1. the Seller is given full control of any proceedings or negotiations in connection with such a claim
2. the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations
3. except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld)
4. the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do)
5. the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and
6. without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this Condition.

11. Insolvency of the Buyer

This Condition applies if:
1. the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to the protection of the Court, has an examiner appointed to it or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction not involving insolvency); or (ii)
2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
3. the Buyer ceases, or threatens to cease, to carry on business; or
4. the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
If this Condition applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

12. Governing Law and Jurisdiction

These Terms and Conditions and any Contract between the Seller and the Buyer shall be governed by and construed in accordance with the laws of Ireland.

The parties irrevocably agree that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or any Contract between the parties.