Description of Services:
Dental Engineers Ltd provide dental equipment sales, engineering servicing and repairs for a variety of dental equipment from multiple manufactures.
Conditions of Sale
1. DEFINITIONS
“The Company” means Dental Engineers Limited.
“The Customer” means the customer of the Company.
“The Contract” means the contract for the sale of the Goods by the Company to the
Customer.
“The Goods” means the goods or services forming the subject of the Contract including parts and components of or materials incorporated in them.
“The Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Company and the Customer.
2. QUOTATION
Quotations by the Company shall be open for acceptance within the period stipulated in them and be subject to confirmation by the Company at the time of acceptance.
3. EXISTENCE OF CONTRACT
3.1 No Contract shall come into existence until the Customer’s order (however given) is
accepted by the earliest of:
a) The Company’s written acceptance.
b) Delivery of the goods and
c) The Company’s invoice (or if there is to be a normal acceptance
procedure).
3.2 These conditions shall be incorporated into the contract to the exclusion of
any terms and conditions stipulated or referred to by the Customer.
3.3 No variations or amendments of the Contract shall be binding on the
Company unless confirmed by it in writing.
3.4 The Company’s employees or agents are not authorized to make any
representations concerning the Goods unless confirmed by the Company in
writing. In entering into the Contract, the Customer acknowledges that it does not
rely on, or in any way claim for breach of any such representations which are not
so confirmed in writing.
4. ORDERS AND SPECIFICATIONS
4.1 The customer shall be responsible to the Company for ensuring the accuracy of the terms of
any order (including any applicable specification) submitted by the Customer, and for giving
the Company any necessary information relating to the Goods within a sufficient time to
enable the company to perform the Contract in accordance with its terms.
4.2 The quantity, quality and description of and any specification for the Goods shall be those
set out in the Company quotation (if accepted by the Customer) or the Customer’s order (if
accepted by the Company).
4.3 If the Goods are manufactured in accordance with any design or specification provided or
made by the Customer, the Customer shall indemnify the Company from and against all
loss claims, costs, expenses and liability of any nature in connection with them including any
claim whether actual or alleged, that the design or specification infringes upon any patent,
copyright design, trademark or other industrial or intellectual property rights of any third
party.
4.4 The Company reserves the right to make any changes in the specification of the Goods,
which are required to conform with any applicable statutory EC requirements or where the
Goods are supplied to the Company’s specification, which do not materially affect their
performance.
4.5 No Order which has been accepted by the Company may be cancelled by the Customer
except with the agreement in writing of the Company and on terms that the Customer shall
indemnify the Company in full against all loss (including loss of profits) costs (including the
cost of labour and materials used), damages, charges and expenses incurred by the
Company as a result of cancellation.
4.6 Where an order is subsequently cancelled by a customer following receipt of a bona fide
order, we reserve the right to charge a restocking fee of 15% of the sales value. Please note
that carriage fees will not be refunded.
4.7 Purchases made though the Dental Engineers website can be cancelled and refunded
without notice by Dental Engineers Ltd. We will inform clients via email should a cancellation
and refund be made.
5. PRICES
5.1 Prices are ex works and exclude VAT and other taxes and duties. (Prices invoiced are
calculated in respect of the quantity of Goods, actually delivered irrespective of the quantity
in respect of which any quotation was issued).
5.2 The Company shall have the right (in respect of any uncompleted portion of the Contract) to
adjust its prices for any increase in the price of (materials, parts, labour, transport, changes
in work or delivery schedules or quantities or any other) costs of any kind arising for any
reason after the date of the Contract.
5.3 Call-out charges are allocated as Zones, which are set to include travel time, congestion
charges, parking, as examples and include 30 minutes of engineering time, any additional
time is billed in 30-minute increments at the current rate.
6. PAYMENT
6.1 All sums due in respect of the Goods are payable without discount of any kind in pounds
sterling by Pro Forma or within 14 days from the date of delivery if credit terms have been
agreed, unless other payment has been pre-agreed between the parties and in no
circumstances shall the Customer be entitled to make a deduction or withhold payment for
any reason at all.
6.2 Time for payment shall be of the essence of the Contract. Without prejudice to any other
rights of the Company if the customer fails to make any payment by the due date the
Customer shall pay interest on any overdue amount from the date on which payment was
due to that on which it is made (whether before or after judgment) on a daily basis rate of
5% p.a. over the base rate from time to time quoted by HSBC Plc. and reimburse to the
Company all costs and expenses (including legal costs) incurred in the collection of any
overdue amount. Should the Customer default in paying any one invoice the accounts
payable on all other invoices regardless of whether they have fallen due shall become
immediately due and payable.
7. TITLE
7.1 For the purpose of Section 12 of the Sale of Goods Act 1979 the Company shall transfer
only such title or rights in respect of the Goods as the Company has and if the Goods are
purchased from a third party shall transfer only such title and rights as that party had and
has transferred to the Company.
7.2 Notwithstanding delivery and the earlier passing of risk of the Goods, or any other
provisions of these Conditions, the property in the Goods shall not pass to the Customer
until the Company has received in cash or cleared funds the payment in full of the price of
the Goods and all other Goods agreed to be sold by the Company to the Customer for which
payment is then due.
7.3 Until such time as the property in the Goods passes to the Customer, the Customer shall
hold the Goods as the Company’s fiduciary agent and bailiff and shall keep the goods
separate from those of the Customer and third parties and properties stored, protected and
insured and identified as the Company’s property. Until that time that the Customer has
been entitled to resell or use the Goods in the ordinary course of its business, but shall
account to the Company for the proceeds of the sale or otherwise of the Goods, whether
tangible or intangible, including insurance proceeds, and shall keep all such proceeds from
any monies or property of the Customer and third parties, and in the case of tangible
proceeds, properly stored, protected and insured.
7.4 Until such time as the property in the Goods passes to the Customer the Company shall be
entitled at any time to require the Customer to deliver up the Goods to the Company and if
the Customer fails to do so forthwith, to enter upon any premises of the Customer or any
third party where the Goods are stored and repossess the Goods.
7.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any
indebtedness any of the Goods which remain the property of the Company, but if the
Customer does so all moneys owing by the Customer to the Company shall (without
prejudice to any other right or remedy of the Company) forthwith become due and payable.
7.6 The Company shall be entitled to maintain an action for the price of any Goods
notwithstanding that the title to them has not passed to the Customer.
8. RISK, DELIVERY AND PERFORMANCE
8.1 Goods are delivered to the Customer when the Company makes them available to the
Customer or any agent of the Customer or any carrier (who shall be the Customers agent
whoever pays his charges) at the Company’s premises or other delivery point agreed by the
Company.
8.2 Risk in the Goods passes when they are delivered to the Customer pursuant to these
conditions.
8.3 The Company may at its discretion deliver the Goods by instalments in any sequence.
8.4 Where the Goods are delivered by instalments, each instalment shall be deemed to be the
subject of a separate contract and no default or failure by the Company in respect of any
one or more instalments shall violate the Contract in respect of the Goods previously
delivered or undelivered goods.
8.5 The Company may deliver to the Customer, and the Customer shall accept in satisfaction of
the Contract a lesser number than ordered.
8.6. Time for delivery shall not be of the essence unless previously agreed by the Company in
advance of the quoted delivery date upon giving reasonable notice to the Customer.
8.7 If the Customer fails to take delivery of the Goods or any part of them on the due date and
fails to provide any instructions, documents, licenses, consents or authorization required to
enable the Goods to be delivered on the due date, the Company shall be entitled upon
giving written notice to the Customer to store or arrange the storage of the Goods, and then
risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place
and the Customer shall pay to the Company all costs and expenses including storage and
insurance charges arising from its failure.
8.8 The Company shall not be liable for any penalty loss, injury, damage or expense arising
from delay or failure in delivery or performance from any cause at all nor shall any delay or
failure entitle the Customer to refuse to accept any delivery or performance of or repudiate
the Contract.
8.9 Please ensure that you are able to receive the item ordered before arranging shipping, e.g.
checking weight and size specifications in relation to access. Delivery drivers are not
permitted to enter the building and cannot therefore assist in bringing the item into the
building.
8.10 Couriers will deliver directly to the delivery address on the order, so please ensure that is
correct.
8.11 Items must be checked before they are signed for where possible, to ensure that there has
been no damage in transit.
9. CLAIMS NOTIFICATION
9.1 Any claim for non-delivery of Goods shall be notified in writing by the Customer within 10
days of the date of the Company’s invoice.
9.2 Any claim that the Goods have been delivered damaged are not of the correct quality or do
not comply with their description shall be notified to the Company by the Customer verbally
within 3 days and in writing within 7 days of their delivery.
9.3 Any alleged defect shall be notified in writing by the Customer within 7 days of the delivery
of the Goods or in the case of any defect which is not reasonable apparent on inspection
within 7 days of the defect coming to the Customer’s attention and in any event within 2
months from the date of delivery.
9.4 Any claim under this condition must be in writing and must contain full details of the claim
including the part numbers of any allegedly defective goods.
9.5 The Company shall be afforded reasonable opportunity and facilities to investigate any
claims under this condition including the right to inspect the Goods in question at the
premises of the Customer and the Customer shall, if requested in writing by the Company,
promptly return any Goods subject to any claim and any packaging securely packed and
carriage paid to the Company for examination.
9.6 The Company shall have no liability with regard to any claim in any respect of which the
Customer has not complied with the provisions of these Conditions, including without
limitation non- payment of the price of the Goods or any part of the price.
10. SCOPE OF THE CONTRACT
10.1 Under no circumstances shall the Company have any liability of whatever kind for: –
10.1.1 Any defects resulting from wear and tear, accidental improper use by the Customer or
use by the Customer otherwise than in accordance with the instructions or advice of
the Company or the manufacturer of any Goods or neglect or from any instructions or
materials provided by the Customer.
10.1.2 Any Goods which have been adjusted, modified or repaired otherwise than by the
Company.
10.1.3 Suitability of any Goods for any particular purpose or use under specific conditions
whether or not the purpose or conditions were known or communicated to the
Company.
10.1.4 Any substitution by the Company of any materials or components not forming part of
any specification of the Goods agreed in writing by the Company.
10.1.5 Any descriptions, illustrations, specifications, figures as to performance, drawings and
particulars of weights and dimensions submitted by the Company contained in the
Company’s catalogue, price lists or elsewhere since they are mainly intended to
represent a general idea of the Goods and not to form part of the Contract or be
treated as representations.
10.1.6 Any technical information, recommendations, statements or advice furnished by the
Company, its servants or agents not given in writing in response to a specific written
request from the Customer before the Contract is made or
10.1.7 Any variations in the quantities or dimensions of any Goods or changes of their
specifications or substitution of any materials or components, if the variation or
substitution does not materially affect the characteristics of the Goods.
11. EXTENT OF LIABILITY
11.1 The Company shall have no liability to the Customer (other than liability for death or
personal injury resulting from the Company’s negligence) for any loss or damage of any
nature arising from any breach of any express or implied warranty or condition of the
Contract or any negligence, breach of statutory or other duty on the part of the Company or
in any way out of or in connection with the performance or purported performance of or
failure to perform the Contract except in accordance with this condition. Nothing in these
terms shall limit the Company’s liability where such limitations are prohibited by law.
11.2 If the Customer establishes that the Goods have not been delivered, have been delivered
damaged, are not of the correct quality or do not comply with their description the Company
shall at its option replace with similar Goods any Goods which are missing, lost, damaged or
do not comply with their description, or allow the Customer credit for their invoice value or
repair any damaged goods.
11.3 If the Customer establishes that the Goods are defective the Company shall as its option
replace the Goods with similar Goods or repair any defective Goods, allow the Customer
credit for their invoice to the extent that the Goods are not of the Company’s manufacture,
assign to the Customer (so far as the Company is able to do so) any warranties given by the
manufacturer of the Goods to the Company.
11.4 The delivery of any repaired or replacement Goods shall be at the Company’s premises or
other delivery point specified for the Goods.
11.5 Where the Company is liable in accordance with this condition in respect of only some or
part of the Goods the Contract shall remain in full force and effect in respect of the other or
other parts of the Goods and no set off or claim shall be made by the Customer against or in
respect of such other or other parts of the Goods.
11.6 No claim against the Company shall be entertained for any defect arising from any design or
specification provided or made by the Customer or if any adjustments alterations or other
work has been done to the Goods by any person other than the Company.
11.7 The Company shall not be liable where any Goods, the price of which does not include
Carriage, are lost or damaged in transit and all claims by the Customer shall be made
against the carrier. Replacements for such lost and damaged Goods will, if available, be
supplied by
the Company at the prices ruling at the date of dispatch.
11.8 Not under any circumstances shall the liability of the Company to the Customer under this
condition exceed the invoice value of the Goods.
11.9 The Company does not allow personal filming of our engineers while working on customer
premises without prior written consent. Where filming or recording takes place without
consent, the Company reserves the right to charge an administrative and supervision fee of
£100 per incident.
12. GENERAL
12.1 The Company may sub-contract the performance of the Contract in whole or part.
12.2 The Contract is personal to the Customer and shall not be assignable by the Customer
without the express written consent of the Company.
12.3 The Company shall have a lien on the Customer’s property in the Company’s possessions
for all sums due at any time from the Customer and shall be entitled to use sell or dispose of
the property as agent for and at the expense of the Customer and apply the proceeds in and
towards payment of such sums on 28 days’ notice in writing to the customer. Upon
accounting to the Customer for any balance remaining after payment of any sums due to the
Company and the costs of sale or disposal the Company shall be discharged of any liability
in respect of the Company’s property.
12.4 The Company may at its discretion suspend or terminate the supply of any Goods if the
Customer fails to make any payment when and as due or otherwise defaults in any of its
obligations under the Contract any other agreement with the Company or becomes
insolvent, makes any voluntary arrangement with its creditors or becomes subject to an
administration order or (being an individual) becomes bankrupt (or being a company) has a
receiver appointed over its business or its compulsory or voluntarily wound up or the
company reasonably believes that any of those events may occur, and in the case of
termination shall be entitled to forfeit any deposit paid.
12.5 All tools, patents, materials, drawings, specifications and other data provided by the
Company shall remain its property and all technical information, patentable or unpatentable,
copyright and registered designs arising from the execution of any orders shall become the
property of the Company.
12.6 The Contract and its subject matter are confidential and shall not be disclosed or used for
any unauthorised purpose.
13. FORCE MAJEURE
The Company shall not be liable for any failure in the performance of any of its obligations under
the Contract caused by factors outside its control.
14. LAW AND JURISDICTION
14.1 The Company shall be governed by English law and the Customer consents to the exclusive
jurisdiction of the English courts in all matters regarding the Contract except to the extent
that the Company invokes the jurisdiction of the Courts of any other Country.
14.2 The headings of conditions are for convenience of reference only and shall not affect their
interpretation.
15. NOTICES
Any notice to be given under the Contract shall be in writing and sent by electronic mail or
forwarded by first class prepaid registered or recorded delivery letter post to the receiving party at
its business address as last notified in writing to the other party and shall be deemed to have been
given on the date of the electronic mail or on the date following that on which the notice
was posted. Dental Engineers Limited
12 Southdown Way
Storrington
West Sussex
RH20 3NS
