The Simulator Company · Version 2.1 — September 2026
Who you are contracting with. In these Terms, "the Seller" means the contracting entity named on your quotation or invoice: The Simulator Company Ltd, a company incorporated in England and Wales, or The Simulator USA, Inc., a company incorporated in Delaware, United States of America. Both entities operate under the brand name "The Simulator Company".
These Terms apply to all product orders unless otherwise agreed in writing, and apply to the exclusion of any terms the customer seeks to impose or incorporate (see Section 6).
The products supplied under these Terms are simulation and training devices intended solely for education, training, research, and demonstration.
THE PRODUCTS ARE NOT MEDICAL DEVICES. THEY ARE NOT CE-MARKED OR UKCA-MARKED AS MEDICAL DEVICES, ARE NOT FDA-CLEARED OR APPROVED, AND ARE NOT OTHERWISE CERTIFIED FOR CLINICAL USE. THEY MUST NEVER BE USED IN, OR IN CONNECTION WITH, THE DIAGNOSIS, TREATMENT, MONITORING, OR CARE OF ANY PATIENT.
The products carry CE, UKCA, FCC and ISED (Industry Canada) markings as electrical and electronic equipment. These markings concern product safety and electromagnetic compatibility for the products’ intended training use; they are not, and must not be read as, an approval for any clinical purpose.
The customer is solely responsible for ensuring that the products are used only for training and simulation purposes, and shall indemnify the Seller against any claim arising from use of the products in breach of this Section.
All prices are quoted in the currency stated on the applicable quotation or invoice, unless otherwise stated. Prices exclude applicable taxes, duties, shipping, and handling charges unless expressly specified. Prices may be adjusted prior to order confirmation due to changes in material costs, logistics, currency fluctuations, or other commercial factors.
Any promotional or pre-order pricing is valid only until the specified expiration date. Orders placed after that date will be subject to the prevailing standard pricing.
Shipping costs are additional unless otherwise agreed in writing. Delivery timelines are estimates only and may vary due to manufacturing schedules, transportation conditions, customs clearance, or other logistical factors beyond the control of the Seller.
Delivery is made on the delivery term (Incoterms 2020) stated on the applicable quotation; where none is stated, the Seller will arrange shipment to the customer's delivery address. Risk passes in accordance with Section 8.
Unless otherwise agreed in writing, the customer shall be responsible for all import duties, customs clearance, and applicable local taxes.
Customers should communicate any required delivery timelines prior to placing an order. While the Seller will make reasonable efforts to meet requested timelines, final delivery schedules will be confirmed based on production capacity, supplier availability, and logistical considerations.
Each quotation is an offer to sell on these Terms only. A purchase order, portal submission, or written confirmation issued by the customer constitutes an offer by the customer to purchase on these Terms.
A binding contract is formed only when the Seller issues a written order confirmation, pro-forma invoice, or invoice for the order or, if earlier, when the Seller delivers the products. The Seller may decline any order at its discretion.
These Terms apply to every order to the exclusion of any other terms that the customer seeks to impose or incorporate, including any terms printed on, attached to, or referenced in a purchase order or purchasing portal, all of which are expressly rejected. Any different or additional terms proposed by the customer shall not form part of the contract unless expressly accepted in writing by the Seller, and the Seller's acceptance of any order is expressly conditioned on the customer's assent to these Terms.
Unless otherwise agreed in writing, payment is due within thirty (30) days of the invoice date or prior to shipment, whichever occurs first.
Payments must be made by bank transfer or another approved payment method. Any bank charges or transfer fees are the responsibility of the customer.
The Seller reserves the right to delay shipment until payment has been received in full.
If any sum is not paid when due, the Seller may charge interest on the overdue amount, accruing daily from the due date until payment in full: where the Seller is The Simulator Company Ltd, at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998; where the Seller is The Simulator USA, Inc., at the lower of 1.5% per month or the maximum rate permitted by applicable law. The Seller may also recover its reasonable costs of collection.
Risk in the products passes to the customer on delivery.
Title to the products remains with the Seller until the Seller has received in full, in cleared funds, all sums due in respect of the products and all other sums which are or become due to the Seller from the customer on any account.
Until title passes, the customer: (a) holds the products as the Seller's bailee; (b) shall store the products separately and identifiably as the Seller's property; (c) shall keep the products insured for their full invoice value; and (d) shall not charge or encumber the products. If any sum is not paid when due, or the customer suffers an insolvency event, the Seller may, without limiting any other right or remedy, require the customer to deliver up the products and, if the customer fails to do so promptly, enter any premises where the products are stored in order to recover them.
Where the Seller is The Simulator USA, Inc., the customer additionally grants the Seller a purchase-money security interest in the products and their proceeds until payment in full, and authorises the Seller to file such financing statements (including UCC-1 statements) as are necessary to perfect that interest.
Certain products may be designated as non-returnable and non-refundable.
Eligible products may be returned for credit only if:
Returned products may be subject to inspection and a restocking fee.
The customer shall inspect the products on delivery and shall notify the Seller of any visible transit damage, shortage, or defect apparent on delivery within five (5) business days of delivery, quoting product identification details, serial number, and proof of purchase; failing such notice, the products are deemed accepted as to their visible condition.
Latent defects are covered by the warranty in Section 11 and must be notified to the Seller within fourteen (14) days of discovery.
Once an order has been accepted, cancellations are subject to the following charges:
Products are warranted for a period of twelve (12) months from the date of delivery against defects in materials and workmanship under normal use.
This warranty does not apply to damage caused by misuse, improper installation, modification, neglect, unauthorized repair, or improper operation.
During the warranty period the Seller will, at its option, repair or replace the defective product or part, or refund the price paid for it. This is the customer's sole and exclusive remedy for defective products. Optional extended warranty coverage may be available under a separate agreement.
EXCEPT FOR THE EXPRESS LIMITED WARRANTY STATED ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SELLER DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND TERMS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THE TERMS IMPLIED BY SECTIONS 13 TO 15 OF THE SALE OF GOODS ACT 1979. NOTHING IN THIS SECTION LIMITS THE LIABILITIES PRESERVED BY SECTION 14.
All intellectual property rights associated with products, designs, moulds, software, processes, and documentation developed or supplied by the Seller or its affiliated companies remain the exclusive property of the relevant entity.
No rights or licenses are granted to the customer except for the limited right to use the purchased product for its intended purpose.
Customers shall not copy, modify, reverse engineer, reproduce, distribute, or replicate any products, designs, documentation, or software supplied without prior written consent from the Seller.
To the maximum extent permitted by applicable law, the Seller shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of business, or operational interruption.
The total liability of the Seller arising out of or related to any transaction shall not exceed the price paid or payable by the customer for the specific product giving rise to the claim.
Nothing in these Terms excludes or limits the Seller's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, for breach of the terms implied by section 12 of the Sale of Goods Act 1979, or for any other liability which cannot be excluded or limited by applicable law.
The customer shall comply with all applicable export control and economic sanctions laws and regulations, including those of the United Kingdom, the United States, and the European Union. The customer warrants that it is not, and is not owned or controlled by, a sanctioned, denied, or restricted party, and shall not sell, export, re-export, transfer, or divert the products to any embargoed territory, restricted party, or prohibited end-use. The Seller may suspend or cancel any order, without liability, where performance would breach, or risk breaching, any such law or regulation.
The Seller shall not be liable for any delay or failure to perform its obligations due to events beyond its reasonable control, including but not limited to natural disasters, pandemics, labour disputes, transportation disruptions, supply chain interruptions, governmental actions, or other unforeseen circumstances.
Where the Seller is The Simulator Company Ltd, these Terms and any order are governed by and construed in accordance with the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of or in connection with them (including non-contractual disputes), save that the Seller may bring proceedings to recover unpaid sums or to protect its intellectual property in any court of competent jurisdiction.
Where the Seller is The Simulator USA, Inc., these Terms and any order are governed by and construed in accordance with the laws of the State of Delaware, United States of America, and the state and federal courts located in Wilmington, Delaware shall have exclusive jurisdiction over any dispute, each party irrevocably submitting to, and waiving any objection to, that venue, save that the Seller may bring proceedings to recover unpaid sums or to protect its intellectual property in any court of competent jurisdiction.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded and does not apply to these Terms or to any order.
These Terms, together with the applicable quotation, order confirmation, and invoice, constitute the entire agreement between the parties in relation to the order and supersede all prior discussions and representations, provided that nothing in these Terms excludes liability for fraudulent misrepresentation.
If any provision of these Terms is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force. No variation of these Terms is effective unless made in writing and signed or expressly confirmed by the Seller; no failure or delay by the Seller in exercising any right is a waiver of it.
The customer may not assign or transfer any of its rights or obligations without the Seller's prior written consent. A person who is not a party to the contract has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce these Terms.
By issuing a purchase order, confirming an order, submitting an order through the Seller's portal, accepting delivery of the products, or making payment against any invoice issued by the Seller, the customer accepts these Terms and agrees that they apply to the exclusion of any other terms.