BUSINESS TERMS AND CONDITIONS FOR SUPPLY OF GOODS AND SERVICES
1. DEFINITIONS & INTERPRETATION
In this document the following words will have the following meanings:
1.1 “Agreement” or “Contract” means these Business Terms and Conditions, together with the terms in any applicable Suppliers Specification Documents and Supplier’s Invoices.
1.2 “Customer” means the organisation or individual who purchases goods and services from the Supplier and accepts Supplier’s written quotation for sale of goods and/or services.
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable.
1.4 “Specification Document(s)” means a statement of work, quotation, drawing (including a plan or design) images or pictures submitted by Supplier in any format, whether by fax, email or hard copy, or any other document, including Supplier’s Invoices, describing the goods and services to be provided by the Supplier to the Customer.
1.5 “Supplier” means DENTALSAVER (UK) UNIT 9, CAREY DEVELOPMENTS, TWEED ROAD, CLEVEDON, BS21 6RR, UK.
1.6 “Goods” means the items (including any installment, or parts for the items) which the Supplier is to supply the Customer in accordance with these Business terms.
2 GENERAL
2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and services by the Supplier to the Customer.
2.2 Before the commencement of the services the Supplier will submit to the Customer a Specification(s) Document which shall specify the goods and services to be supplied and Supplier’s Invoices which will show the price payable. The Customer shall notify the Supplier immediately / within 7 working days if the Customer does not agree with the contents of the specification Documents or Invoices. If the Customer accepts this specification and price the customer must sign and date it, and where possible also attach their appropriate Business stamp or compliment slip on return. All Specification Documents and Supplier’s Invoices shall be subject to these Terms and Conditions.
2.3 The Supplier shall employ all reasonable endeavours to complete the supply of goods within the estimated time frames, but time shall not be of the essence in the performance of any part, whether it be supply of goods, or services.
3 PRICE AND PAYMENT
3.1 The price for the supply of goods and services is as set out in the Specification Document and included in Supplier’s Invoices to the Customer, as attached.
3.2 Invoiced amounts shall be due and payable on a proforma basis on receipt of invoice. In the event that the Customer’s procedures require that an invoice be submitted against their Purchase Order to affect payment, the Customer shall be responsible for issuing such Purchase Order before the goods and services are supplied.
4 SPECIFICATION OF THE GOODS
All goods shall be required only to conform to the Specification Documents and Invoices attached. For the avoidance of doubt, no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier, and no representation written or oral, correspondence or statement, shall form part of this contract.
5 DELIVERY
5.1 DATE FOR DELIVERY : Schedules for delivery specified by the Supplier for this Special Order are governed by many factors and is an estimate only. Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods or services. The Supplier will however make all reasonable efforts to supply the goods and services purchased by the Customer within estimated time scales and targets, providing all Suppliers Terms and Conditions and Specification(s) documents and Invoice(s) are agreed and signed off by the Buyer and returned to the Supplier at the earliest opportunity, and no later than 7 working days of initial receipt.
5.2 INSPECTION OF GOODS UPON DELIVERY : It is the Customer’s responsibility to carefully check the goods on arrival, to check total quantity of cartons or crates received, check for any external signs of damage to the crates, cartons or packaging, and to report these immediately to the delivery or carrier company on their delivery paperwork and also formally, to the Suppliers, within 24 hours.
5.3 MISSING OR DAMAGED GOODS : As identified during the inspection must then be formally reported by the Customer to Supplier within 24 hours maximum of arrival of goods, with full records and descriptions of any damage or loss, including a record of serial numbers and any available photographic evidence, if appropriate to support any claims.
6. TITLE TO GOODS (OWNERSHIP) & RISK OF LOSS
6.1 Transfer of Title to Goods shall not pass to the Customer until the Supplier has been paid in full, for the Goods( & or services) .
6.2 Risk of Loss remains with the owner of Title to Goods AND with the Supplier who is in
physical possession of the goods. In this instance Risk of Loss in the goods shall pass entirely to Customer immediately upon delivery to their nominated address for delivery ; delivery is after payment in full is received for individual orders and it is the Customer’s responsibility to ensure adequate Insurance is in place (other than Suppliers Insurance) to cover replacement of all Goods, for any reason whatsoever, from the time the Customer deems it appropriate.
7. CUSTOMER`S OBLIGATIONS
7.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:
7.1.1 co-operate with the Supplier;
7.1.2 provide the Supplier with any information reasonably required by the Supplier;
7.1.3 obtain all necessary planning or other permissions and legal or other consents and contracts, and ensure any surgery, room, and/or building preparations, which may be required by the Supplier before the commencement of supply of the goods or services, are fully ready as per our pre-install specifications and protocols and are provided by the Customer, at their cost.
7.1.4 comply with any such other requirements as may be set out in the Specification Document or otherwise agreed formally between the parties.
7.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with any of the Clauses under 7.1
7.3 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully or unexpectedly terminates or cancels the goods and services order already agreed to in the Specification Document(s) & Supplier’s Invoices, the Customer shall be required to pay to the Supplier, as agreed damages, and not as a penalty, the full amount of any third party costs to which the Supplier has committed to and has contracted for, as set out in the Specification Documents & Invoice(s) which is a genuine pre-estimate of the Supplier’s losses in such a case.
For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 7.1 shall be deemed to be a cancellation of the goods and services and subject to the payment of the damages set out in this Clause.
7.4 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:
7.4.1 the Supplier shall have no liability in respect of any delay to the completion of any project belonging to or controlled by the Customer or Customers appointed representative or contractor.
7.4.2 if applicable, the timetable for the project will need to be modified accordingly;
7.4.3 the Supplier shall notify the Customer at the same time if it intends to make any adjustments for additional costs.
8. ALTERATIONS TO THE SPECIFICATION DOCUMENT(S) & / OR INVOICES
8.1 Both parties can at any time, within a maximum of 7 working days from receipt of documents, mutually agree upon and execute revised Specification Document(s) for the goods and services order. Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in the Specification Document(s), and Supplier’s Invoice, which must reflect the changed goods, services, and price if applicable, and must include any other terms formally and mutually agreed and signed for, by both parties (the Customer and Supplier)
8.2 The Customer must request such alterations to the Specification Document by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 7 working days, advise the Customer by notice in writing of the effect of such alterations, if any, on the price, or any other terms, including estimated delivery schedules.
8.3 Where the Supplier gives written notice to the Customer, agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 7 working days of receipt of such notice, advise the Supplier in writing whether or not Customer wishes the alterations to proceed on those terms, to enable final, and irrevocable amendment, which must reflect all such agreed alterations and thereafter the Supplier and Customer shall both be bound to perform by this Agreement upon the basis of such amended terms, which must be signed by both parties.
8.4 Any such alterations to specification document(s) &/or Invoices will need to include revised dates for delivery and re scheduled works.
9 WARRANTY & LIABILITIES
9.1 The Supplier warrants that as from the invoiced date of delivery, for a period of 12 months, ALL NEW goods and all their component parts, where applicable,(excluding any consumables), are free from any defects in design, workmanship, construction or materials. The Suppliers warranty to Customer also includes the cost of Engineer’s labour, technical, telephone &/or email support to Customer or their authorized member of staff, as appropriate.
9.1.1 The Customer’s costs for pre installation services provision, and any preparations which need to be carried out prior to equipment installation, are the Customer’s sole responsibility and entirely at the Customer’s cost.
9.1.2 Supplier’s engineer or representative should be invited & permitted to check 1st Fix services prior to finishing any flooring or plastering or other works and prior to any equipment installation; the cost of this site survey is payable by the customer and will not exceed the sum of £ 295 +VAT / per visit..
9.1.3 Where any valid claim is made against the Supplier, the Supplier may perform the Services again, or replace the goods (or the faulty part in question) free of charge, at suppliers sole discretion, or offer to refund to the customer the price of the services, or goods (or a proportionate part of this price), in which case the Supplier shall have no further liability to the Customer.
9.1.4 Any service or repair work undertaken during the 12 Month warranty period by the Customer’s own engineer, without formal authorisation by the Supplier will automatically invalidate the warranty and lead to loss of benefits for the Customer.
9.2 SPARES & CONSUMABLES ~ SUPPLIER’S
The supplier at his own expense carries a comprehensive list of recommended critical and essential spares in stock ; in the unlikely event of an item being out of stock the Supplier will endeavor to source the part(s) required at the earliest opportunity from the manufacturers or their appointed UK dealers.
9.3 The Supplier warrants that the services performed under this Agreement by Supplier shall be performed using reasonable skill and care, and of a quality conforming to generally accepted & current dental industry standards and practices.
9.4 Future service by Customer’s own dental engineer(s) outside any warrantee must be performed by engineers or persons who have received training from Supplier, and have been certified as technically competent and capable of handling Supplier’s equipment, using genuine manufacturer’s spares and maintenance protocols.
Any future problems or difficulty or damage or injury to anyone installing or handling or using the goods or equipment arising from incorrect installation, or incompetence, or inappropriate handling, or negligence, by customer’s staff or representatives, will not be the Supplier’s responsibility and will not be covered under Supplier’s Warranty.
9.5 Except as expressly stated in this Agreement, ALL warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by the Supplier.
10. INDEMNIFICATION
The Customer shall indemnify the Supplier against all claims, costs and expenses (which the Supplier may incur) and which may arise, directly or indirectly, from the Customer’s breach of any of Customer’s obligations under this Agreement.
11. LIMITATION OF LIABILITY
11.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer for goods or services to which the claim relates.
11.2 In no event whatsoever shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever.
11.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.
12. TERMINATION
Either party may terminate this Agreement forthwith by notice in writing to the other if:
12.1 either party commits a material breach of this Agreement which cannot be remedied under any circumstances within 14 Calender days of a written notice being given by the other party,
or :
12.2 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect,
or :
12.3 the other party ceases to carry on its business or substantially the whole of its business, or :
12.4 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
13. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier, by the execution of appropriate instruments or the making of agreements with third parties.
14. FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or especially in the case of the Supplier, the delay or failure in manufacture, production, or supply by third parties of equipment or services, or delays in (sea freight) Shipment or related Customs clearance at the UK entry port or transport delays to final destination. Either party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
15. INDEPENDENT CONTRACTORS & SUB CONTRACTORS
The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party, or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties.
The Supplier may, in addition to its own employees, engage sub-contractors and dental engineers to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Specification Document.
16. ASSIGNMENT
The Customer shall not be entitled to assign Customer’s rights or obligations or delegate Customer’s duties under this Agreement without the prior written consent of the Supplier.
17. SEVERABILITY
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any English Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect, as if this Agreement had been agreed with the invalid, illegal or unenforceable provision eliminated.
18. WAIVER
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them, nor of the right at any time subsequently, to enforce all Terms and Conditions of this Agreement.
19. NOTICES
Any notice to be given by either party, to the other, may be served by email, fax, personal service or by post to the address of the other party given in the Specification Document(s) and Invoices or any other address which either party may have communicated to the other in writing, and if sent by :
email shall unless the contrary is proven deemed to have been received on the day it was sent on record of an error free transmission, or : fax shall be deemed served on receipt of an error free transmission report, or :
letter deemed to have been served at the time it was delivered personally, or :
post shall be deemed to have been delivered in the normal course of Special or Recorded delivery post schedules.
20. ENTIRE AGREEMENT / CONTRACT OF SALE
This Agreement contains the entire agreement and is the Contract of Sale between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement is final and binding and may be varied only by a document agreed and signed by both parties.
21. NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
22. RETURNS POLICY
DAMAGED GOODS
22.1 Any goods damaged in transit, evident at the time of initial delivery & inspection (and agreed by both parties) will be collected by Supplier’s representative from Customer’s premises and be returned to Suppliers warehouse at Suppliers cost, for free replacement or exchange, within a reasonable period of time. Customer is responsible for careful repackaging and labeling to make equipment & parcel ready for collection, via a Suppliers Returns Number.
FAULTY GOODS
22.2 Faulty parts, discovered within the initial 12 Month Warranty period by Customer should be notified to the Supplier within a reasonable notice period of any such requirement, via email or a faxed report, or a 1st Class recorded delivery letter listing any problems found. Supplier will make every endeavour to assist with spares free of charge under warranty, as soon as is reasonable, from Supplier’s own stock of spares and diary schedules.
RETURNS FOR ANY OTHER REASON
22.3 Orders for equipment items or cabinetry, both of which are installed goods will not be returnable for Credit or Exchange, (unless the Supplier specifically agrees to this prior to contract and states the criteria for accepting returns) for any other reason as it will be considered a breach of the Suppliers Agreement under the whole of Clause 7 (Customers Obligations) & Clause 8.3.
“SPECIAL OFFERS”
22.4 From time to time, we will publish Special Offers on different equipment items. These offers are unique and will vary, depending on the products we are offering, so please read all the relevant information given and the small print. Essentially we may offer a probationary period for “SPECIAL OFFER” items, whereby Customers can purchase and use the equipment on offer for a period of upto 6 months. If the purchased items do not perform in the way we promise in our written specifications and special offer/ invoice, we will, at our discretion arrange a quantifiable refund or credit, to be used for purchase of any of our other stock that the customer chooses, from our extensive list.
23. DISPUTES OR DISAGREEMENT & GOVERNING LAW AND JURISDICTION
Supplier believes in prevention : a transparent, sincere approach, with maximal Customer Service as a priority of our work ethic, a heightened level of awareness of our duties and obligations, coupled with a sense of fair play and honesty in all our dealings. If Supplier or their representatives have failed in some way Customer is requested to advise Supplier first, to permit a chance to rectify and resolve amicably any dispute or disagreement regarding technical, practical or financial matters or other concerns to either party.
Agreement shall be governed by & construed in accordance with the Laws of England and both parties hereby submit to the exclusive jurisdiction of the English Courts.
24. DESCRIPTION AND SCOPE OF SERVICES. : see invoice for details
Additionally Supplier will provide all relevant technical knowledge, installation information, including troubleshooting, for all the equipment supplied to provide predictable installation of all equipment to services specified by manufacturer and Supplier, which must be provided by the Customer at their entire cost.
25. DELIVERY ADDRESS WHERE GOODS ARE TO BE SUPPLIED : as per Invoice
NB : Delivery (cost) is included to 1 single address, and may be to kerbside (outside), or within customer’s premises, as agreed and specified on Supplier’s invoice.
26. DELIVERY SCHEDULE :
As per Suppliers Invoice or offer document ; Customer will be advised after prepayment in full clears.
27. INVOICING :
As attached. 1hard copy must be returned to Supplier with acceptance signature, name of signatory, date and position within Customers organization.
28. PAYMENT METHOD :
BACS, Bank transfer or business cheque. Customer must advise Supplier how and when this has been done.
29. SUPPLIER’S BANK DETAILS :
HSBC BANK (UK) : 10 COLLIERS WALK, NAILSEA, BS48 1 RL
ACCOUNT NAME : DENTALSAVER (UK)
ACCOUNT # : 8122538
SORT CODE : 40 34 39
SWIFT CODE : MIDLGB 2122R
IBAN # : GB02MIDL40343981222538
(BOX HERE) : We hereby indicate by ticking this box that we have read all the Terms and Conditions of this Agreement and accept them under the Suppliers Contract of Sale .