DB Dental Terms & Conditions of Sale

01 January 2020


1 DEFINITIONS “Company” means D B Dental Equipment Ltd. “Customer” means the person/company who buys or agrees to buy goods from the company. “Goods” means equipment, accessories, replacement parts and consumables, for example, but not limited to hand pieces, drill bits, x-ray media and batteries or services the buyer agrees to purchase from the company. “Service” means on site visits at an hourly rate and includes travel time by the engineer to attend your premises.

2 CONDITIONS APPLICABLE These conditions shall apply to all contracts for the sale of goods/service by the Company to the Customer to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply under any purchase order, confirmation of order or similar document. Any variation to these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Company.

3 PRICE 3.1 The Company shall have the right at any time without notice to withdraw any discount from its normal prices and/or to revise prices to take into account increases in costs including but limited to, costs of any goods, materials, carriage, labour or overheads, the increase or imposition of any task, duty or other levy. 3.2 Product prices for an order remain valid for ninety days from the original order date unless otherwise quoted by the Company. Changed orders become new orders at the prices in effect when the Company receives the changed orders. 3.3 The Company may change service prices at anytime. 3.4 The price is exclusive of VAT (unless otherwise stated).

4 ORDERS 4.1 All orders are subject to acceptance by the Company. 4.2 Although the Company may have given a detailed quotation, no order shall be binding on the Company unless and until a director or other duly authorised representative on behalf of the Company has accepted it in writing. 4.3 The placing and accepting of an order is a binding undertaking on the Customer to accept the Goods/service for payment in accordance with these Terms and Conditions of Sale.

5 DELIVERY 5.1 All times or dates given for delivery of the Goods are given in good faith and do not form part of any contract. The Company shall not accept any liability whatsoever for any indirect or consequential loss thus caused in the event of a delay. 5.2 If the Company agrees to Customer requested special packing or shipping instructions, then charges will be billed separately to the Customer, and risk of loss or damage will pass to the Customer on delivery to the Customers carrier or designate. 5.3 The Company may make and the Customer shall accept partial deliveries of Goods. Each delivery shall be considered to be the subject of a separate Contract and failure by the Company to make any one or more deliveries in accordance with the Contract or any claim by the Customer in respect of any one or more deliveries shall not entitle the Customer to treat the Contract as a whole as repudiated. 5.4 If the Customer refuses or fails to take delivery of Goods tendered in accordance with an order, the Company shall be entitled to immediate payment in full for the Goods the Customer refuses or fails to take delivery of and the Customer in addition to the invoice price must pay all costs for storage and any additional costs incurred as a result of such refusal or failure.

6 PAYMENT 6.1 The Customer will pay the Company the prices applicable to the goods/service ordered in accordance with the due date set out in the relevant order acceptance letter. 6.2 The standard payment terms for Goods/Service orders is that payment is due 30 days from the Company invoice date. Breach of this will result in your account going on stop. 6.3 The standard payment terms for installation orders exceeding £2,000 is that 80% of the order value is due as a deposit with the initial order, balance of the order value is due on completion of the installation of the goods unless otherwise specified in the order confirmation. 6.4 Payment terms are subject to the Company’s credit approval. Time for payment shall be of the essence. Overdue payments will be subject to a penalty interest charge at the rate of 8% of the outstanding balance, per month or part thereof and shall accrue from first day of exceeding credit terms. The Company reserves the right to use a third party to assist in recovering any of the outstanding balance, and to apply the costs of said third party to the Customers account. 6.5 The Company may change the credit or payment terms at any time when, in the Company’s opinion, a Customers financial condition, previous payment record, or the nature of the Customer’s relationship with the Company so warrants. 6.6 The company / manufacturer is not obliged to warranty products which have not been paid for in full.

7 RESERVATION OF TITLE 7.1 The Goods shall be at the Customers risk as from delivery to the Customers premises. 7.2 In spite of delivery having been made, property of the Goods shall not pass from the Company until

  - The Customer shall have paid the price plus VAT in full
  - No other sums whatsoever are due from the Customer to the Company.

7.3 Until property in the Goods passes to the Customer, the Customer shall hold the goods and each item on a fiduciary basis as bailee for the Company. The Customer shall store the Goods (at no cost to the Company) separately from all other goods in their possession and marked in such a way that they are clearly identified as the Company’s property. 7.4 Until such time as property of the Goods passes from the Company, the Customer shall, upon request, deliver up said goods to the Company, as having not ceased to be in existence or been resold. If the Customer fails to do so the Company may enter upon any premises owned, occupied or controlled by the Customer where the Goods are situated and repossess the Goods.

8 INSTALLATION & ACCEPTANCE 8.1 Goods installation information is available on quotations or upon request. When included in the purchase price, is complete when the Goods pass the Company’s standard installation and test procedures. 8.2 For Goods without installation included in the purchase price, acceptance by the Customer occurs upon delivery. 8.3 For Goods with installation included in the purchase price, acceptance by the Customer occurs upon completion of installation by the Company. If the Customer delays installation by the Company for more than 30 days after delivery, then Customer acceptance of the Goods will occur on the 31st day after delivery. 8.4 The Customer shall prepare the area for delivery and installation of Goods and provide the Company (including its employees, agents and sub contractors) with free access to the place of installation and with free access to any services or facilities that may be required to deliver and install the Goods. Where the same as not been provided the Company shall be entitled to charge for the same. 8.5 Whilst every effort is made to be as accurate as possible when giving a quote, it is not always possible to do a site visit and know the full extent of the costs involved so the Company may need to apply additional charges to a Customer account once the costs are ascertained during the installation. E&OE. 8.6 Every effort is made to keep damage to a minimum but DB Dental cannot be held responsible for any damage to walls and or property during the removal of existing or installation of new equipment.

9 CANCELLATION AND RETURNS 9.1 Orders placed by the Customer cannot be subject to subsequent cancellation in whole or in part without the written consent of the Company. Such consent will usually be given, subject to the condition that the Customer shall reimburse the Company for any loss or expense occasioned by such cancellation, including but not limited to

   - Costs for time in preparation for the contract at the Company’s hourly charge out rate
   - All delivery and dispatch costs incurred
   - Any restocking charge or costs for storage incurred
   - Cost of preparing plans and drawings

9.2 Goods already received by the Customer shall be charged for immediate payment at the agreed price unless they are returned to the Company within 7 days of the order cancellation. Such returns shall be made at the Customer’s expense, with the goods unused and in there original packaging. Proof of return will be required and a return authorisation number obtained from the Company. 9.3 If the Goods are found to be defective the Customer can return the Goods to the Company within 14 days of delivery. Returns or repairs beyond this time will be notified and subject to the appropriate manufacturer warranty, if any. 9.4 When the Company agrees to a refund, then the Company will only refund the cost of the Goods and not any associated items, such as carriage, etc. 9.5 Goods cannot be returned unless a return authorisation number is obtained from the Company. This is valid for 14 days and any Goods returned outside this period will not be accepted. Returns shall be sent to the Company’s premises at the Customer’s risk and expense. The Company reserves the right to refuse such returns if they are not in original packaging, clean, unused, undamaged and re- saleable condition.

10 CONFIDENTIALITY Drawings and technical information provided by the Company are confidential. These remain the property of the Company and the Customer shall not pass or communicate them to a third party without the written consent of the Company. In the event that such drawings or technical information are passed on for use by others, the Company reserves the right to raise a charge equivalent to the number of hours taken to prepare the drawings or information, chargeable at the prevailing hourly rate, to not less than the sum of £1,000 + vat.

11 PROPER LAW Any contract between the Company and the Customer shall be governed by the laws of England to the jurisdiction of whose courts the Company and the Customer hereby submit.

DB Dental reserve the right to amend the terms and conditions at any time.

© 2020 Natalie Ryder