Terms of service
1 Definitions
1.1 In these Terms:
“the Company” shall mean Dental Edge Engineering Service UK Ltd of Unit 1D1 Mushet Business Centre, Crucible Close, Coleford, Gloucestershire, GL16 8RE (Registered No: 10030051).
“Customer” means the person who accepts the Supplier’s written quotation for the sale of Goods and Services or whose written order for Goods and Services is accepted by the Supplier;
“Terms” means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in writing between the Customer and the Supplier.
1.2 The headings in these Terms are for convenience only and shall not affect their interpretation.
2 Conditions Applicable
2.1 These Terms and Conditions shall apply to and govern all contracts for the sale of goods entered into by the Company where goods are despatched by the Company to the Customer by mail order or delivery, except for the purchase of capital equipment and digital equipment invoiced separately and governed by supplemental terms and conditions. All conditions of the Customer or other terms and conditions or warranties whatsoever whether communicated before or after these Terms and Conditions are excluded from the contract or any variation thereof unless expressly accepted by the Company in writing, and the Customer's own conditions shall not be regarded as a counter offer.
2.2 The Company reserves the right to contact external credit reference agencies.
2.3 The exercise by the Company of any right pursuant to these Terms and Conditions shall be without prejudice to any other right available to it whether hereunder or under general law.
3 Delivery
3.1 Delivery dates and times specified by the Company are approximate only. Unless expressly agreed by the Company in writing, time for delivery is not and shall not be deemed to be of the essence of the contract. The Customer shall make all arrangements necessary to take delivery of goods whenever they are tendered for delivery.
3.2 If goods or services are sold and delivered to the Customer in instalments each delivery shall constitute a separate contract, and failure by the Company to deliver any one or more of the instalments or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the contract as a whole as repudiated.
4 Cancelling Orders/Returned Goods
4.1 Goods can only be cancelled prior to dispatch to the customer where the Company has yet to receive the Goods from the manufacturer. The Company reserves the right to raise a reasonable cancellation charge and to invoice the customer for any cancellation charge levied by the manufacturer.
4.2 Goods will be accepted for return only upon the following conditions:
4.2.1 Returned goods must be accompanied by the customer's number, the number of the invoice upon which the goods were supplied and full details of the reason for return. Goods will not be accepted for return and credit if the original invoice cannot be traced.
4.2.2 Goods returned must be in a condition suitable for re-sale, unopened and inclusive of all original packaging, operating instructions, guarantee card and accessories.
4.2.3 Goods must be returned within 14 days of delivery to the Customer.
4.2.4 Good returned within 14 days of delivery to the customer will incur a restocking charge to the value of 20% of the net price (as per invoice) and carriage costs are non-refundable.
4.2.5 Where items are received by the Customer in an unusable condition, the Customer must notify the Company within 2 days of delivery. Thereafter, unless otherwise instructed, items must be returned in accordance with these conditions.
4.3 Goods which are damaged or lost in transit will not be credited by the Company as it is the Customer's responsibility to ensure that Goods are adequately packaged and labelled.
4.4 Upon receipt of returned goods a credit will be provided at a sum equal to that which the Customer paid for the goods minus restocking fee as per 4.2.4
5 The Price and Payment
5.1 The price to be paid by the Customer shall be the sum(s) shown by the Company's invoice(s). This price shall be based on the sum quoted to the Customer, but the Company reserves the right to amend prices at any time in its absolute discretion and to correct clerical errors or omissions.
5.2 The prices quoted by the Company are in pounds sterling. Due to fluctuations in currency exchange rates the Company reserves the right to alter prices charged to customers outside the UK. Unless otherwise specifically stated, all prices quoted by the Company are exclusive of Value Added Tax, which shall be due at the rate in force on the date of the Company's invoice to the Customer.
5.3 In addition to the price for the Goods and services the Company shall invoice at cost for all packing, carriage charges, toll fees, parking charges, tax and duties on any order which is to be delivered outside the UK.
5.4 Orders placed with and sent directly from manufacturers will incur a carriage charge invoiced by the Company.
5.5 Payment of the price and VAT shall be due 30 days from the date of the Company's invoice. Time for payment shall be of the essence and payment must be made without set-off or credit.
5.6 The standard terms apply to purchases of consumables, supply of any spare or replacement parts and charges relating to site visits by service engineers. Payment terms for any items of equipment will be confirmed in the terms & conditions applicable to the order and supplied at the time of quotation. Any such payment terms stipulated will supersede any standard payment terms quoted on our invoices.
5.7 Where goods and services are delivered in instalments the Company may invoice each instalment separately and the Customer shall pay such invoices in accordance with these Terms and Conditions.
5.8 If the Customer is in default in paying any sum as and when it becomes due, the Company shall have the right to suspend all further deliveries and services until the default is made good and/or to cancel the contract so far as any goods remain to be delivered thereunder. Additionally, payment for all goods supplied to the Customer shall become immediately due and owing, whether previously invoiced or not.
5.9 In the event that the Customer fails to pay any monies by the due date, the Company shall be entitled to charge interest on the outstanding monies both before and after Judgment from the due date to the date of actual payment at the rate of 5% per month or part month. The customer shall also indemnify the Company against expenditure on all costs of recovery including without limitation legal fees, costs and disbursements reasonably incurred. Any banking charges incurred by the Company in respect of dishonoured cheques will be payable by the Customer.
6 Discounts
6.1 All Discounts exclude VAT
6.2 Small equipment, capital equipment, spare parts typically purchased for resale, are excluded from all discount and rebate programmes unless specifically stated otherwise in writing.
7 Title and Risk
7.1 The risk in goods sold to the Customer shall pass to the Customer upon tender for delivery so that the Customer is responsible for all loss damage or deterioration of the goods or a part thereof at the time of the tender if the Customer wrongfully fails to take delivery of the goods when tendered or from the time when the same leave the premises of the Company (or the premises where the same were stored for or by the Company or to the Customer's order).Where the goods are delivered by carrier any claims for loss or damage in transit must be made by the Customer against the carrier in accordance with any terms and conditions of business of the carrier.
7.2 Title in the goods or any part thereof shall only pass to the Customer when payment in full for all goods whatsoever supplied and all services rendered at any time by the Company has been made.
7.3 The Customer shall permit so far as it is able and shall use its best endeavours to assist any officer, employee, representative or agent of the Company to enter onto any premises where the goods may from time to time be situated and to repossess the goods at any time prior to title passing to the Customer and until such time as title passes the Customer shall hold the goods as the Company's fiduciary agent and bailee.
8 Warranty
8.1 Subject as expressly provided in these Conditions and except where goods are sold or services provided to a person dealing as consumer within the meaning of the Unfair Contract Terms Act 1977 all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permissible by law.
8.2 Where Goods are supplied to the Company with the benefit of a warranty from their manufacturer that warranty will continue to apply to the Goods following sale to the Customer, whether Goods are sold individually or as a package. If alleged defects in Goods prove to have been caused by incorrect operation, cleaning or handling or other improper use, the Company reserves the right to charge for service calls to those Goods. In all other respects the Company will warrant replacement parts for the length of the manufacturer's warranty thereon, and labour for a period of 3 months.
8.3 The Customer shall be responsible for ensuring that all statutory governmental regulations, local authority regulations, operating instructions and safety precautions are complied with in relation to goods supplied by the Company.
8.4 Equipment and computer products that require installation and warranty/support services thereafter are subject to additional terms and conditions.
9 Restriction of Liability
9.1 The Company shall not in any event be liable for indirect or consequential loss or damage, being loss or damage which does not directly and naturally flow from the supply or goods or materials, including without limitation loss of profits, of use, overhead costs, collateral damage or of contracts arising out of the supply or failure of supply of goods or services by the Company (other than liability for death or personal injury resulting from the negligence of the Company) and whether arising from breach of contract, negligence or for any other liability howsoever arising, whether by statute or otherwise.
9.2 In all other cases (being cases of direct and natural losses or damage) it is specifically provided and agreed that the compensation and damages payable under any claim or claims arising out of the contract between the parties under whatsoever pretext shall not under any circumstances amount in aggregate to more than the contract price or the goods and/or services forming the subject of the claim or claims.
9.3 No liability for such direct losses shall attach to the Company unless details of such losses are notified to the Company in writing within 7 days of the date of delivery of the goods, or the date of the event giving rise to such loss if it is not apparent upon the date of delivery. In cases of alleged shortages or breakages, claims must be notified to the Company within 3 days of despatch of the goods by the Company. Alleged non-delivery of goods must be notified in writing to the Company within 5 days of receipt of either the invoice for the goods or a statement of account, whichever is the sooner.
9.4 For the avoidance of doubt, nothing in this agreement shall confer on any third party any benefit or the right to enforce any term of this agreement.
10 Applicable Law
These Terms and Conditions and the rights and obligations of the parties to the contract shall be governed, interpreted and construed solely in accordance with the Laws of England.
Last Updated: 31 July 2022