British Emergency Ambulance Response Service

1. DEFINITIONS AND INCORPORATION
1.1 In these Conditions, "BEARS" means Starcross Trading Limited t/a Bears whose registered office is at 229 Whitchurch Lane, Edgware, Middlesex, England, HA8 6QU; "Contract" means any contract between BEARS and the Customer for the sale and purchase of  Patient Transport Services, including these Conditions; "Customer" means the party purchasing Patient Transport  Services from BEARS; "Services " means the Patient Transport Services supplied to the Customer by BEARS pursuant to the Contract; and the related services be supplied to the Customer by BEARS pursuant to the Contract.
1.2 Subject to any variation pursuant to this Condition 1.2, the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document). No variation to these Conditions or any representations about the  Services shall have any effect unless expressly agreed in writing and signed by a duly authorised representative of BEARS.

2. ORDERS
2.1 Each order for Services by the Customer from BEARS shall be deemed to be an offer by the Customer to  purchase   Services subject to these Conditions. No order placed by the Customer shall be deemed to be accepted by BEARS until a written acceptance of order is issued by BEARS or (if earlier) BEARS commences performance of the Contract.

3. PRICE AND PAYMENT
3.1 The price for   Services shall be the price set out in BEARS's quotation issued to the Customer, save that, unless otherwise stated in writing , any such quotation is valid for a period of 30 days from its date. Thereafter, a new quotation must be requested by the Customer.
3.2 All prices shall be exclusive of VAT (company registered VAT number 982 9408 74), which if lawfully chargeable the Customer will pay in addition. Payment is due within 30 days of the date of BEARS's invoice. The Customer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
3.3 If the Customer fails to pay any sum due pursuant to the Contract the Customer will be liable to pay interest to BEARS on such sum from the due date for payment at the annual rate of [4]% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment.

4. WARRANTY AND LIABILITY 
4.1 BEARS warrants that it will perform Services with reasonable care and skill. If it is shown to be in breach of such warranty in relation to particular Services, it shall at its own cost as soon as reasonably practicable reperform the relevant Services or instead (if it so decides) waive or refund to the Customer such of the fees payable or paid to BEARS by the Customer under the Contract as are attributable to those particular Services. This Condition 4.1 states the exclusive remedy of the Customer, and the entire liability of BEARS, for breach of such warranty.
4.2 Save as expressly set out herein, all warranties, conditions and other terms implied by statute or common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract save that nothing in these Conditions excludes or limits the liability for fraud or for death or personal injury caused by negligence.
4.3 Subject to Condition 4.2, BEARS's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising out of or in connection with the Contract shall be limited to the price payable for the Services which are the subject of the Customer's claim. BEARS shall not be liable to the Customer, in contract in tort or otherwise, for any loss of profits, business, revenue, goodwill or anticipated savings or for any indirect or consequential or economic loss whatsoever howsoever arising out of or in connection with the Contract.
4.4 BEARS shall not be liable or responsible for any loss or damage caused by delay in the performance or non-performance of its obligations hereunder where the same is occasioned by acts or omissions of the Customer, strikes, lock-out or trade dispute, difficulties in obtaining labour or materials or any other cause whatsoever beyond BEARS's reasonable control including but not limited to any act of God, war, terrorism, transport, civil disturbance, government or parliamentary restrictions, prohibitions or enactments of any kind. If the cause continues for more than 60 days either party may terminate the Contract by giving the other party no less than 30 days' written notice

5. GENERAL
5.1 The Customer may not assign or transfer its rights or delegate its duties under the Contract either in whole or in part. BEARS may assign the Contract in whole or part and/or delegate the performance of its obligations to third parties without reference to the Customer.
5.2 The failure of a party to exercise or enforce any right under the Contract shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.
5.3 The Contract is not intended to confer a benefit on any third party, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.
5.4 If any term of the Contract is held to be void or unenforceable by any reason of law, it shall be void or unenforceable to that extent only and no further and all other terms shall remain valid and fully enforceable.
5.5 BEARS may terminate the Contract forthwith by notice in writing to the Customer if the Customer ceases or threatens to cease to carry on its business or adopts a resolution for it to be wound up or if a petition is presented for the appointment of an administrator or a receiver or an administrative receiver is appointed in respect of any part of the Customer's undertaking or assets or if the Customer is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 (or any re-enactment of further enactment thereof). Termination of the Contract, for whatever cause, shall be without prejudice to the rights of either party accrued prior thereto, including without limitation any right to payment of any sum and any right to sue in respect of any antecedent breach of the Contract.
5.6 The Contract shall be governed by and construed in all respects in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts in respect of any dispute or claim arising out of or relating to the Contract.