Legal Terms & Conditions Optident Limited
TERMS AND CONDITIONS OF SALE
In these Terms and Conditions of business the following meanings shall apply: –
” Company” shall mean Optident Limited, International Development Centre, Valley Drive, Ilkley, Leeds, West Yorkshire, LS29 8AL.
“Customer” shall mean any person or persons, firm or company who buys or agrees to buy goods from the Company
“Goods” shall mean the Goods agreed to be sold by the Company to the Customer as agreed in the Order
“Losses” shall mean any indirect, special, consequential loss or damage, loss of data, or other equipment, property or economic loss or damage or liability for loss or damage or any nature whatsoever incurred by third parties, any loss of actual or anticipated profit, interest revenue or business or damage to good will.
“Order” shall mean …
“Specification” shall mean the specification for the Goods that is agreed in writing by the Customer and the Company.
“Terms and Conditions” shall mean these terms and conditions for the sale of Goods.
“Original Saleable Condition” shall mean the Goods being returned in good working order, free of cosmetic imperfections, including original packaging and fully operational to the manufacturer’s specifications.
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. 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 agreed in writing by the Company in writing, and the Customer’s own conditions shall not be regarded as a counter offer.
2.2 The Customer acknowledges that it has not relied on any statement, promise, or representation made by or given by or on behalf of the Company that is not set out in the Contract.
2.3 The complete or partial invalidity and unenforceability of any provision in the contract shall in no way affect the validity or enforceability of the remaining provisions of the contract. Any such provision shall be deemed to be modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the relevant provision shall be deemed severed subject to such consequential modification as may be necessary for the purpose of such severance.
2.4 The Company reserves the right to contact external credit reference agencies
2.5 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.
2.6 The placing of an order implies acceptance of all the Company terms.
2.7 Customer shall inform the company immediately if at any time their license/registration expires and has not been renewed, or is limited, revoked, terminated, cancelled or no longer associated with the customer account.
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 are sold and delivered to the Customer by instalments, each instalment 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 repudiate or cancel the contract or instalment. .
3.3 Except where it has been expressly agreed by the Company, the Company shall have the right to select the method of delivery and charge the Customer for all costs of carriage including but not limited to packaging and insurance. Charges may be invoiced.
3.4 In the case of Exportation of goods, terms for delivery and payment shall be arranged with the Customer.
4. Cancelling Orders/Returned Goods
4.1 Goods which are not shown in the Company’s catalogue in force at the time of order will only be accepted for return and credit by the Company when the Company have given prior written authorisation. Orders for such Goods can only be cancelled prior to delivery to the customer where the Company has yet to receive the Goods from the manufacturer. The Company reserves the right without prejudice to any other rights against the Customer which it might have to raise a reasonable cancellation charge and to invoice the customer for any cancellation charge levied by the manufacturer.
4.2 Goods which are shown in the Company’s catalogue in force at the time of order 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 by the Company
4.2.2 Goods returned must be in a saleable condition and inclusive of all original packaging, operating instructions, guarantee card and accessories.
4.2.3 Goods must be returned within 30 days of delivery to the Customer.
4.3 Goods which are returned to the Company and damaged or lost in transit will not be credited by the Company. It is the Customer’s responsibility to ensure that Goods to be returned to the Company are adequately packaged and labelled.
4.4 Upon receipt and inspection of the returned Goods, subject to the discretion of the Company a credit will be made to the Customer in a sum equal to that which was paid by the Customer for those Goods.
4.5 Goods which are specifically ordered by the Company on request of the Customer are non-returnable.
4.6 All requests for returns by the Customer shall be agreed with the Company in advance of return and shall be in accordance with the below.
4.7 All Goods purchased shall be subject to a 15% (fifteen percent) restocking fee where such Goods are returned (with agreement of the Company) to the Company within 30 (thirty) days of the invoice date and in Original Saleable Condition. Where the Company at their absolute discretion considers returned Goods are not in the original condition or resalable such Goods are subject to a 25% (twenty five) percent restock fee.
4.8 All Goods returned to the Company (with the agreement of the Company) between 31 (thirty-one) and 60 (sixty) days following date of invoice, shall be subject to a restocking fee of 25% (twenty five percent) where such goods are returned in an Original Saleable Condition at the Company’s absolute discretion. Where Goods returned in this period are not in their original and/or saleable condition the Customer shall be subject to a 50% (fifty percent) restocking fee.
4.9 The following items are not eligible for return small equipment, handpieces, custom orders (including Loupes) and software. Goods purchased as ex demonstration models or where specified by the Company are non – returnable.
4.10 Where Goods are returned to the Company any interest rate changes and/or early repayment charges applied by financial institutions remain the sole responsibility of the Customer. For the avoidance of doubt the Customer shall indemnify the Company against any and all costs, claims and/or losses in connection with such charges.
5. Returned Pharmaceuticals
5.1 In addition to clause 4 above, pharmaceuticals will only be accepted for return by the Company where the reason for return is one of the following: –
(a) To correct an error in delivery;
(b) In response to a product or batch recall, instigated by a manufacturer;
(c) Where products or packages are alleged to be faulty.
5.2 In all cases of returns of pharmaceuticals, goods must be returned by the customer and received at Optident Freepost, SEA 14627, Gillingham, Kent, ME8 0BR within 5 days of the invoice date.
5.3 Customers are reminded that it is illegal to send contaminated goods through the post. Equipment containing mercury must be emptied before return. The details of the method used for sterilisation of items must accompany the returned item. The Company reserves the right not to handle items which do not meet these specific requirements.
6. The Price and Payment
6.1 The price to be paid by the Customer shall be the price shown on the Company’s invoice(s). This price is based on the sum quoted to the Customer in the Company’s price list, but the Company reserves the right to amend those prices at any time in its absolute discretion and to correct clerical errors or omissions.
6.2 The prices quoted in the Company’s price list 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.
6.3 In addition to the price for the Goods the Company shall invoice at cost for all packing, carriage charges, tax and duties on any order which is to be delivered outside the UK.
6.4 Orders placed with and sent directly from manufacturers will incur a carriage charge invoiced by the Company.
6.5 The Company shall invoice the Customer for the full purchase price on or at any time after completion of delivery of the Goods in accordance with Clause. Payment of the price and VAT shall be due by the 20th day of the calendar month following the date of the Company’s invoice. Time is of the essence for payment and shall be made without set-off or credit. Where a payment is to be made by credit card payment must be made in full at time of placing the order.
6.6 The Customer shall make all payments due under the contract in full without any deduction unless required by law. All amounts payable under the contract are exclusive of VAT chargeable from time to time. All payments due to the Company shall become due immediately on termination despite any other term or provision.
6.7 The standard payment terms stated above 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.
6.8 Where goods 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.
6.9 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 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.
6.10 In the event that the Customer fails to pay any monies by the due date, the Company shall be entitled at its absolute discretion to the following:
6.10.1 Without liability to the Customer suspend performance of its obligations or terminate the contract with immediate effect;
6.10.2 To charge interest on the outstanding monies due from the due date to the date of actual payment at the rate of 1.5% per month or part month. The Customer shall indemnify the Company against any and all costs or losses incurred recovery including but not limited to legal fees, costs and disbursements
6.10.3 The Customer shall be liable for any banking charges incurred by the Company in respect of dishonoured cheques.
7.1 The Company may at its absolute discretion offer the Customer a discount on the price of the Goods. For the avoidance of doubt all discounts are exclusive of VAT and the Company reserves the right at any time to withdraw all discounts offered with immediate effect.
7.2 Licensed products, small equipment, capital equipment, spare parts and oral hygiene products, typically purchased for resale, are excluded from all discount and rebate programmes unless specifically stated otherwise in writing.
7.3 DEHP products are excluded from discounts and rebates.
8. Title and Risk
8.1 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.
8.2 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.
8.3 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.
9.1 Subject to the provisions expressly stated in this contract all terms implied by statute or common law are excluded to the fullest extent permissible by law.
9.2 Where Goods are supplied to the Company with the benefit of a guarantee from their manufacturer that manufacturer guarantee 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 guarantee thereon, and labour and callout fees for a period of 1 month.
9.3 Except as set out in this Clause 9 the Company shall not be liable to the Customer for the Goods failure comply with the above warranties.
9.4 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.
9.5 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.
9.6 Equipment and computer products that require installation and warranty/support services thereafter are subject to additional terms and conditions.
9.7 Except as provided in Clause 9 (Warranty) of the Optident Ltd General Terms and Conditions of Sale, any statements or verbal confirmations provided by the Company’s employees and/or subcontractors shall not constitute a warranty and such statements shall not be relied upon.
9.8 Where additional warranties may apply such provisions shall be documented in the Order.
9.9 Where the Customer purchases Goods which are used, ex display, demonstration models and/or clearance goods etc.. such Goods shall be excluded from the Warranty set out in Clause 9.7 and may be subject to warranty provisions as set out in the Order.
10. Limit of Liability
10.1 Subject to and without limiting the conditions set out in this contract the Company shall not be liable to the Customer whether in contract, Tort including negligence, breach of statutory duty, or otherwise, for any Losses arising directly or indirectly out of or in connection with any contract for the supply of Goods.
10.2 The Company shall not be liable to the Customer whether in contract, tort or otherwise for any direct or indirect loss of profit or indirect or consequential loss arising directly or indirectly out of or in connection with any contract for the Supply of Goods.
10.3 The Company’s total liability to the Customer in respect of all losses arising out of or in connection with this contract whether in contract, tort or otherwise shall in no circumstances exceed the total price of the purchase order in which the claim is being made.
10.4 Notwithstanding any other terms of this contract the Company does not limit or exclude its liability for fraud, fraudulent misrepresentation or for death or personal injury resulting from its negligence or wilful misconduct.
10.5 The Customer shall indemnify and keep the Company indemnified from and against all losses incurred or suffered as a result or in connection with the use of the Goods or any breach by the Customer or its obligations under this contract or any statutory duty or from any act or omission of the Customer’s staff, sub-contractors or agents.
10.6 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 contract No term of this contract shall be enforceable by virtue of the Contracts (Rights if Third Parties) Act 1999 by any person that is not a party to it.
11. Repairs/Loan Options
11.1 Where a manufacturer is unable to provide a replacement product during repair and where the Goods are under valid warranty, the Company shall where possible and at their sole discretion endeavour to provide a temporary loan option during any period of repair.
12. 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.
Optident Ltd is an Appointed Representative of Henry Schein UK Holdings Limited who is authorised and regulated by the Financial Conduct Authority and is entered on the Financial Services Register under firm reference number 708571. Henry Schein UK Holdings Limited is a credit broker and not a lender.