Terms & Conditions

STANDARD TERMS & CONDITIONS OF SALE

 

1        interpretation

1.1     The definitions and rules of interpretation in this clause apply in these terms and conditions ("Conditions"):

 Agreement means any contract between the Company and the Customer for the sale and purchase of the Goods, incorporating these Conditions;

                   Company means Prestige Dental Products Limited (Company number: 2391338), a company registered in England and Wales, whose registered office is at 7 Oxford Place, Bradford, West Yorkshire BD3 0EF;

                   Customer means the person(s), firm or company who purchases the Goods from the Company; and

                   Goods means any goods to be supplied to the Customer by the Company under the Agreement.

         1.2     Clause headings shall not affect the interpretation of these Conditions.

         1.3     Words in the singular shall include the plural and vice versa.

         1.4     A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it.

         1.5     Where the words "include(s)", "including" or "in particular" are used in these Conditions, they are deemed to have the words without limitation following them and where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.

2        application of conditions

2.1     Subject to Clause 0, the Agreement shall 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).

2.2     No terms or conditions endorsed on, delivered with or contained in the Customer's purchase order, confirmation of order, specification or other document shall form part of the Agreement simply as a result of such document being referred to in the Agreement.

         2.3     No variation to these Conditions shall have effect unless expressly agreed in writing and signed by a duly authorised officer for and on behalf of the Company. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Agreement.  Nothing in this clause shall exclude or limit the Company's liability for fraud or fraudulent misrepresentation.

3        Ordering

3.1     Each order by the Customer for Goods from the Company shall be deemed to be an offer by the Customer to buy Goods subject to these Conditions.

3.2     No order placed by the Customer shall be deemed to be accepted by the Company until the Company delivers the Goods to the Customer or makes the Goods available to the Customer for collection (as appropriate).

3.3     The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate.

4        cancellation

4.1     No order for the Goods may be cancelled by the Customer, except with the agreement of the Company.

4.2     If the Customer cancels an order in accordance with Clause 4.1, where the Goods which are the subject of the cancellation have been ordered specifically and/or manufactured according to the Customer's specific requirements, the Customer shall pay to the Company any costs and expenses reasonably incurred by the Company as a result of such cancellation.

5        price

         5.1     Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out on the Company's website, or if no price is specified as set out in the Company’s then current price list, as at the date of dispatch of the Goods.

         5.2     The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to carriage and insurance, all of which the Customer shall pay in addition to the price payable for the Goods.

6        payment

         6.1     Subject to Clause 6.5, payment for the Goods, in full and in cleared funds, is due within thirty (30) days of the date of invoice.

         6.2     Time for payment is of the essence.

         6.3     All sums payable under the Agreement by the Customer are to be paid in pounds sterling (£), euros (€) or US dollars ($) as agreed between the parties from time to time.

         6.4     The Customer shall not have the right to withhold or deduct any amounts payable under the Agreement (whether by the way of set-off or otherwise) owing to the Company from or against any amount payable by the Customer to the Company under any Agreement.

         6.5     All payments payable to the Company under the Agreement shall become due immediately upon termination of this Agreement irrespective of any other provision.

         6.6     If the Customer needs to query any invoice the Customer shall inform the Company within seven (7) days of the date of delivery of the invoice. If the Customer disputes an invoice, the Customer shall pay all sums payable under the disputed invoice in accordance with the timescale in Clause 6.1 whilst the Customer and the Company try to reach agreement over the disputed amount.

         6.7     If the Customer fails to pay the Company any sum due under the Agreement, it will be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 3% (three per cent) above the base lending rate from time to time of Yorkshire Bank accruing on a daily basis until payment is made, whether before or after any judgement.

7        delivery

         7.1     Where the Goods are collected by the Customer, delivery of the Goods shall take place at the Company's place of business.

         7.2     Where the Goods are delivered to the Customer, unless otherwise agreed by the Company, delivery of the Goods shall take place at the Customer's place of business.

         7.3     Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates for delivery are specified, delivery shall be within a reasonable time.

         7.4     If for any reason the Customer fails to accept delivery of or to collect (as appropriate) any of the Goods when they are ready or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:

                   7.4.1     risk in the Goods will pass to the Customer (including for loss or damage caused by the Company’s negligence);

                   7.4.2     the Goods will be deemed to have been delivered; and

                   7.4.3     the Company may store the Goods until delivery at the Customer's cost (including but not limited to storage and insurance costs).

         7.5     The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Agreement.

         7.6     Each instalment shall be a separate Agreement and no cancellation or termination of any one Agreement relating to an instalment shall entitle the Customer to repudiate or cancel any other Agreement or instalment.

         7.7     The method of delivery shall be at the Company's sole discretion, unless otherwise agreed in writing.

8        non-delivery

         8.1     The quantity of Goods as recorded by the Company on despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Customer  on delivery unless the Customer can provide conclusive evidence proving the contrary.

         8.2     The Company can accept no liability for damage, destruction or breakages, unless notice is given in writing to the Company along with photographic evidence where possible, and the Goods in question are returned to the Company together with their packaging for inspection, within seven (7) days of delivery of the Goods to the Customer.

         8.3     Once it has had a reasonable opportunity to examine the Goods, if the Company is satisfied that the Goods were damaged on delivery, the Company will reimburse the cost of the return of the Goods under Clause 0. Any liability of the Company for Goods which are damaged on delivery is limited to replacing the Goods within a reasonable time.

         8.4     The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless the Customer gives written notice to the Company of the non-delivery within forty-five (45) days of the date of the invoice for such Goods.

         8.5     Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time.

9        approvals

         9.1     Goods may be sent to the Customer on approval, with the written agreement of the Company.

         9.2     Goods sent on approval remain the property of the Company, but are at the risk of the Customer from the time of delivery.

         9.3     Goods sent on approval must be returned to the Company within fourteen (14) days from the date of delivery after which time the Company reserves the right to invoice the Goods to the Customer.

10      returns

         10.1   Subject to Clause 8, the following provisions apply to the return of Goods to the Company by the Customer.

         10.2   No Goods may be returned to the Company, except with the written agreement of the Company.

         10.3   Goods must be returned at the Customer's cost and remain at the Customer's risk until received by the Company.

         10.4   Returns will not be accepted by the Company unless the Goods are unused, complete and in saleable condition in the Company's opinion, and must be accompanied by the original invoice or packing note, or the invoice number and the date of invoice.

         10.5   Once it has had a reasonable opportunity to examine the Goods, if the Company is satisfied that the Goods comply with the conditions of Clause 10.4, the Company will issue a credit note against any invoice raised for returned Goods at the pro rata Agreement rate based on the quantity of the Goods which have been returned.

         10.6   The Company reserves the right to deduct from the sum of the credit note under Clause 10.5, any costs incurred in respect of repacking the Goods which have been returned by the Customer.

         10.7   Goods which have been ordered specifically and/or manufactured according to the Customer's specific requirements cannot be returned.

11      risk/title

         11.1   The Goods are at the risk of the Customer from the time of delivery in accordance with Clause 7.

         11.2   Ownership of the Goods shall not pass to the Customer until the Company has received in full and in cleared funds:

                   11.2.1   all sums due to it in respect of the Goods; and

                   11.2.2all sums due or becoming due to the Company from the Customer.

         11.3   Until ownership of the Goods has passed to it, the Customer must:

                   11.3.1   hold the Goods on a fiduciary basis as the Company’s bailee;

                   11.3.2   store the Goods at no cost to the Company separately from other Goods so they remain readily identifiable as the Company’s property;

                   11.3.3   not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

                   11.3.4   maintain the Goods in satisfactory condition;

                   11.3.5   keep the Goods insured on the Company's behalf at all times for their full price against all risks with an insurer of repute. The Company's interest shall be noted on the policy of insurance and on request the Customer shall produce the policy of insurance to the Company;

                   11.3.6   hold the proceeds of the insurance referred to in Clause 11.3.5 on trust for the Company and not mix them with any other money nor pay the proceeds into an overdrawn bank account.

         11.4   The Customer may resell the Goods before ownership has passed to it solely on the following conditions:

                   11.4.1   any sale shall be effected in the ordinary course of the Customer's business at full market value; and

                   11.4.2   any such sale shall be a sale of the Company’s property on the Company's behalf and the Customer shall deal as principal when making such a sale.

         11.5   The Company may terminate any Agreement and the Customer's right to possession of the Goods shall terminate immediately if any of the events referred to in Clause 14.1 occur.

         11.6   The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of the Goods has not passed from the Company.

         11.7   The Customer grants the Company, its agents, sub-contractors and employees an irrevocable licence at any time to enter premises where the Goods are or may be stored to inspect or, where the Customer's right to possession has terminated to recover, the Goods.

         11.8   Where the Company is unable to determine whether any Goods are those in respect of which the Customer's right to possession has terminated the Customer shall be deemed to have sold all goods of the kind sold by the Company to the Customer in the order in which such Goods were invoiced to the Customer.

         11.9   On termination of the Agreement, the Company's, but not the Customer's, rights under this Clause 11 shall remain in effect.

12      warranty

         12.1   The Company shall endeavour to transfer to the Customer the benefit of any warranty or guarantee in respect of the Goods that is given by the manufacturer in respect of the Goods.

         12.2   If any of the Goods do not conform with any warranty transferred under Clause 12.1, the Customer shall return the Goods to the Company at the Customer's expense and the Company shall repair or replace such Goods (or the defective part) and this shall be the Customer's sole and exclusive remedy in relation to such defective Goods.

         12.3   If the Customer requires immediate replacement of defective Goods under Clause 12.2, the Company reserves the right to charge the Customer for such replacements pending the return and investigation of the defective Goods by the Company, such sums to be refunded to the Customer by the Company where the Goods are found not to conform with any warranty pursuant to Clause 12.1.

13      liability

         13.1   Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or for fraud or fraudulent misrepresentation, or any other liability that cannot be restricted by law.

         13.2   Save as provided in section 12 of the Sale of Goods Act 1979 and as provided in Clause 0 above, all warranties, conditions and other terms (including without limitation, those relating to fitness for a particular purpose, satisfactory quality, and description) implied by statute, common law, trade custom and industry practice are, to the fullest extent permitted by law, excluded from the Agreement.

         13.3   Subject to Clause 13.1:

                   13.3.1   the Company’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the price paid by the Customer for the Goods in respect of which the claim arises; and

                   13.3.2   the Company shall not be liable to the Customer for any:

                                (a) loss of profit;

                                (b) loss of business;

                                (c) loss of anticipated savings;

                                (d) depletion of goodwill; or

                                (e) claims for consequential compensation;

                                in each case whether direct, indirect or consequential, whatsoever or howsoever caused, which arise out of or in connection with the Agreement and the parties intend that each type of loss under this Clause 13.3.2 shall be severable in accordance with Clause 16.2.

14      termination

         14.1   The Company may terminate the Agreement immediately on written notice if:

                   14.1.1   the Customer is in breach of any of the terms of the Agreement;

                   14.1.2   (being an individual or partnership):

                                (a) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986;

                                (b) the Customer make an arrangement or composition with its creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors;

                                (c) the Customer is the subject of a bankruptcy petition or order;

                                (d) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing its own affairs or become a patient under any mental health legislation;

                   14.1.3   (being a company):

                                (a) if an order is made or a resolution is passed for the Customer's winding up or circumstances arise which entitle a Court of competent jurisdiction to make a winding-up order of the Customer; or an order is made for the appointment of an administrator to manage the affairs, business and property of the Customer or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

                                (b) a receiver is appointed of any of the Customer's assets or undertaking or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Customer or if any other person takes possession of or sells the Customer's assets; or

                                (c) the Customer make any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

                                (d) the Customer is, or is reasonably considered to be unable to pay its debts when they fall due as defined in Section 123 of the Insolvency Act 1986;

                   14.1.4   the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

                   14.1.5   the Company, acting reasonably, has serious doubts as to the Customer's solvency; or

                   14.1.6   any event or circumstance similar, equivalent or analogous to any of the events described in Clause 14.1.2 to 14.1.5 occurs in relation to the Customer in any jurisdiction; or

                   14.1.7   (being a company) the Customer undergoes a change of control.

         14.2   If any of the events set out in Clause 14.1 above occur in relation to the Customer, the Company may at its sole discretion:

                   14.2.1   suspend without notice any or all further deliveries of the Goods under the Agreement and any other contract(s) between the Customer and the Company; or

                   14.2.2   immediately terminate and/or suspend without liability to the Customer the Agreement and or any other contract between the Customer and the Company.

15      assignment & sub-contracting

         15.1   The Company may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

         15.2   The Customer shall not, without the Company's prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

16      general

         16.1   The Company shall not be liable for failure to comply with its obligations under the Agreement due to an event which is beyond its reasonable control, including but not limited to, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, failure of a utility service or transport network, compliance with any law or governmental order, rule regulation or direction, accident, breakdown of plant or machinery, labour and power shortages, fire, explosion, flood, storm, epidemic, malicious damage, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), default of suppliers or sub-contractors, or restraints or delays affecting carriers.

         16.2   If any provision of the Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to that extent be deemed severable and the remaining provisions of the Agreement and the remainder of the provision shall continue in full force and effect.

         16.3   Each right or remedy of the Company under the Agreement is without prejudice to any other right or remedy of the Company whether under the Agreement or not.

         16.4   Failure or delay by the Company in enforcing or partially enforcing any provision of the Agreement will not be waiver of any of its rights under the Agreement.

         16.5   Any waiver by the Company of any breach or, or any default under, any provision of the Agreement by the Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Agreement.

         16.6   The parties do not intend that any term of the Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

17      law and jurisdiction

         17.1   The formation, existence, construction, performance, validity and all aspects of the Agreement shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

18     WEE COMPLIANCE B2B

         18.1   The B2B end user is responsible for all liabilities regarding the environmentally sound disposal of this EEE when it is discarded as WEEE.

                   The producer may, for commercial reasons only, offer a take back option when a B2B end use is purchasing a new product, however, this will be decided on a case by case basis and may incur a charge.