Terms & Conditions

ELEXADENT LIMITED: TERMS AND CONDITIONS

  1. Interpretation

1.1 In these Conditions, the following terms shall have the meanings ascribed to them:

  • “Business Day”: Any day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business, specifically from 8:30 am to 5:30 pm.
  • “Buyer”: The individual, firm, or company purchasing Goods from Elexadent Limited.
  • “Company”: ELEXADENT LIMITED, registered in England and Wales, company number 4480256, with its registered office at 124 City Road, London EC1V 2NX.
  • “Contract”: Any agreement between the Company and the Buyer for the sale of Goods, incorporating these Conditions.
  • “Delivery Point”: The address specified by the Buyer in writing for the delivery of Goods.
  • “Goods”: Any products agreed upon in the Contract to be supplied by the Company to the Buyer.
  • “Loss”: Includes any direct, indirect, or consequential loss, such as economic loss, lost profits, lost business, or goodwill depletion.

 

1.2 References to statutory provisions include any modifications or re-enactments. Singular terms include the plural, and vice versa; references to the masculine gender include the feminine and neuter.

  1. Application of Terms

2.1 These Conditions constitute the only terms on which the Company is willing to deal with the Buyer and shall govern the Contract to the exclusion of any other terms.

2.2 Together with the Contract, these Conditions represent the entire agreement between the Company and the Buyer.

2.3 Inconsistencies between these Conditions and other terms shall be resolved in favor of these Conditions.

2.4 Buyer-proposed terms not explicitly agreed in writing are ineffective under the Contract.

2.5 Variations to these Conditions require express written agreement, signed by the Company’s Commercial Director.

2.6 Quotes are valid for 30 days unless withdrawn, becoming binding at written confirmation or product delivery.

  1. Description of Goods

3.1 Goods’ quantity and description shall be as specified in the Company’s quotation or order acknowledgment.

3.2 Illustrative materials are for general guidance and do not constitute a warranty.

3.3 The Company may amend Goods’ design or specification without notice.

  1. Delivery

4.1 Standard delivery is within 3-5 business days, extendable to 30 days for special orders. Online orders may take up to 30 days.

4.2 Delivery occurs at the designated Delivery Point unless otherwise agreed in writing.

4.3 The Buyer must accept delivery within seven days of notification of readiness.

4.4 Failure to facilitate delivery passing responsibility and risk to the Buyer.

4.5 Buyer-provided equipment is responsible for Goods unloading costs.

4.6 Goods may be delivered in instalments, each treated as a separate Contract.

4.7 The Company disclaims liability for delays unless exceeding 100 days, potentially justifying Buyer contract termination.

  1. Delivery to Customer Sites

5.1 Orders require a business address; home deliveries incur higher charges.

5.2 Risk of theft or damage in unattended home deliveries falls to the customer.

5.3 Claims for home delivery issues must be directed to the courier.

  1. Non-Delivery

6.1 Consignment records upon dispatch are conclusive unless the Buyer substantiates discrepancies.

6.2 Non-delivery claims must be filed within five days post expected delivery.

6.3 Liability for non-delivery is limited to replacement or credit issuance.

  1. Risk and Title

7.1 Risk transfers at delivery; ownership remains with the Company until full payment has been received.

7.2 Goods must be stored securely and insured by the Buyer until ownership transfers.

7.3 Sales permissible only in the ordinary business course before ownership transfer.

7.4 Buyer’s right to possession ends with insolvency events or Contract breaches.

7.5 The Company retains entry rights for Goods recovery.

  1. Cancellation

8.1 The Company may cancel orders prior to delivery without liability.

8.2 Consumers may cancel orders within seven business days, subject to return and restocking fees (25%).

8.3 Restocking charges cover testing and repackaging of returned Goods.

  1. Price

9.1 Prices exclude VAT, packaging, and delivery unless stated otherwise.

9.2 Restocking charges apply per returned item policy.

  1. Payment

10.1 Standard payment terms: 7 days post-invoice, 30 days for verified accounts.

10.2 Unpaid invoices accrue delay charges at 2% per month.

10.3 Transactions via credit card incur a 2.5% processing fee.

10.4 Payment alignments with defined consumer protections occur pre-dispatch.

  1. Quality

11.1 Transfer of manufacturer warranties when the Company is not the manufacturer Goods.

11.2 The Company warrants that upon delivery and for a period of 12 months thereafter:

  • 11.2.1 Goods shall be of satisfactory quality as defined by the Sale of Goods Act 1979.
  • 11.2.2 Goods shall be fit for any particular purpose for which they are purchased, provided that the Buyer has communicated that purpose to the Company in writing prior to the order acceptance.

11.3 Liability for warranty breaches is contingent upon:

  • 11.3.1 The Buyer notifying the Company in writing of any defect within five days of discovery.
  • 11.3.2 The Company being afforded a reasonable opportunity to examine the Goods and the Buyer returning the Goods at the Company’s expense for examination.

11.4 Warranty claims are void if:

  • 11.4.1 The Buyer continues using the Goods after notifying a defect.
  • 11.4.2 The defect arises from the Buyer’s failure to adhere to the Company’s instructions regarding storage, installation, usage, or maintenance.
  • 11.4.3 Any alteration or repair is made to the Goods without the Company’s written consent.

11.5 If the Goods do not conform to the warranty provisions, the Company may at its discretion:

  • 11.5.1 Repair or replace the defective Goods.
  • 11.5.2 Refund the Buyer at a pro-rata rate, subject to the Buyer returning the Goods if requested.

11.6 Replaced Goods become the Company’s property, and repaired or replaced Goods retain warranty coverage for the remaining period of the original warranty.

11.7 The Company shall charge a handling fee for Goods returned due to ordering errors or cancellations, set at 25% of the Goods’ value.

11.8 Any boxed software returns must have unbroken box seals; electronic software returns require signed “Proof of Destruction” to credit the Buyer’s account.

  1. Limitation of Liability

12.1 Subject to conditions 4, 5, and 11, the Company’s total financial liability encompasses:

  • 12.1.1 Contractual breaches,
  • 12.1.2 Use or resale of Goods by the Buyer,
  • 12.1.3 Any representation or tortious act (including negligence).

12.2 Excluding consumers under applicable laws, all implied warranties and conditions are excluded to the maximum extent permissible by law.

12.3 The Company’s liability does not exclude:

  • 12.3.1 Death or personal injury due to the Company’s negligence.
  • 12.3.2 Liability under the Consumer Protection Act 1987.
  • 12.3.3 Fraud or fraudulent misrepresentation.

12.4 The Company’s liability is constrained to the price of the Goods involved, and excludes any indirect losses, including lost profits or business.

12.5 Nothing in these Conditions affects the statutory rights of a consumer as defined by applicable regulations.

  1. Assignment

13.1 The Company may assign or subcontract any of its rights or obligations under the Contract without the Buyer’s consent.

13.2 The Buyer shall not assign or transfer rights or obligations without the Company’s prior written consent.

  1. Severance

14.1 If any provision of these Conditions is deemed illegal, invalid, or unenforceable, the remaining provisions shall remain in full effect.

14.2 Any provision found to be partially unenforceable shall be valid to the extent necessary to render it enforceable.

  1. Waiver and Remedies

15.1 A failure or delay by the Company to invoke any right does not constitute a waiver of that right.

15.2 Waiver of any breach shall not be deemed a waiver of any subsequent breach.

15.3 Rights and remedies conferred in these Conditions are cumulative and do not exclude other rights or remedies provided by law.

  1. Force Majeure

16.1 The Company is entitled to defer delivery, cancel the Contract, or reduce the Goods volume ordered if prevented from performing business due to circumstances beyond reasonable control, including, but not limited to:

  • 16.1.1 Acts of God,
  • 16.1.2 Government actions,
  • 16.1.3 War, terrorism, civil unrest,
  • 16.1.4 Fire, flood, epidemic, strikes, and supply delays.

16.2 If a force majeure event persists for more than 100 days, the Buyer may terminate the Contract by written notice.

  1. Notices

17.1 Any notice or communication from either party regarding the Contract must be in writing, served by:

  • 17.1.1 Hand delivery,
  • 17.1.2 Prepaid first-class post,
  • 17.1.3 Facsimile or email transmission.

17.2 Notices directed to the Company should be emailed to: customerservice@elexadent.com, and to the Buyer at the email address provided in the Contract documentation.

17.3 Notices are deemed served:

  • 17.3.1 If delivered by hand, on the Business Day following delivery.
  • 17.3.2 If sent by prepaid first-class post, on the second Business Day following posting.
  • 17.3.3 If sent by facsimile or email transmission, on the Business Day following the transmission.

17.4 All notices must be in English for validity and clarity.

  1. Third Party Rights

18.1 The provisions of the Contract and these Conditions are intended solely for the benefit of the parties and their successors and permitted assigns.

18.2 No other person shall have any rights to enforce any term of the Contract under the Contracts (Rights of Third Parties) Act 1999 or any other applicable legislation.

  1. Governing Law and Jurisdiction

19.1 The Contract and these Conditions shall be governed by and construed in accordance with English law.

19.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England to settle any dispute or claim arising out of or in connection with the Contract or these Conditions.



 

Interpretation

In these Conditions, unless the context requires otherwise:

The following words and expressions have the following meanings:

“Business Day” means 8:30 am to 5.30 pm on any day (not being a Saturday, Sunday or public holiday) when clearing banks in the City of London are open for the transaction of general sterling banking business;

“Buyer” means the person, firm or company who purchases Goods from the Company.

“Company” means ELEXADENT LIMITED, a company registered in England and Wales with company number 4480256 and  registered office is at 124 City Road, London EC1V 2NX, England – United Kingdom.

“Contract” means any contract between the Company and the Buyer for the sale and purchase of Goods which incorporates these Conditions.

“Delivery Point” means the Buyer’s address as notified in writing to the Company.

“Goods” means any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).

“Loss” means any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and any similar loss), costs, damages, charges or expenses howsoever caused or arising, including as a result of breach of contract, tort and/or negligence; and:

  • All references to a statutory provision shall include references to:
  • Any statutory modification, consolidation or re-enactment for the time being in force;
  • All statutory instruments or orders made pursuant to a statutory provision; and
  • Any statutory provisions of which a statutory provision is a consolidation, re-enactment or modification;
  • Words denoting the singular shall include the plural number and vice versa and words denoting the masculine gender shall include the feminine and neuter genders;
  • Unless otherwise stated, a reference to a “condition” is a condition of these Conditions;
  • References to a person include bodies corporate, unincorporated associations, organizations, firms, partnerships, governments, governmental and quasi-governmental bodies and agencies of any government or governmental or quasi-governmental body;
  • Headings are for convenience only and do not affect the interpretation of these terms and conditions;
  • The word ” including ” shall be construed without limitation.

Application of Terms and Conditions

  • Subject to any variation under condition 2.5, the Contract shall be on the terms and conditions contained in these Conditions to the exclusion (other than of any set out in the Contract) of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). Subject to any variation under condition 2.5, these Conditions (together with the Contract) are the only terms and conditions on which the Company is prepared to deal with the Buyer in respect of the Goods.
  • Together with the Contract, these Conditions constitute the entire agreement and understanding of the Company and the Buyer in respect of their subject matter and supersede and extinguish any previous agreement, understanding, undertaking, representation, warranty and arrangement relating to their subject matter. The Buyer 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 Contract or these Conditions.
  • In the event of any inconsistency between the terms and conditions of the Contract and these Conditions, the terms and conditions of these Conditions shall prevail.
  • No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other documents shall form part of the Contract simply as a result of such document being referred to in the Contract.
  • These Conditions apply to all the Company’s sales of Goods to the Buyer and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by the Commercial Director of the Company.
  • Each order for Goods or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these Conditions.
  • No order for Goods placed by the Buyer shall be deemed or taken to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.
  • The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
  • Any quotation given by the Company in respect of Goods is given on the basis that no contract for the sale and purchase of Goods shall come into existence until the Company has dispatched a written acknowledgement of order to the Buyer or (if earlier) the Company delivers the Goods. Any such quotation is valid for a period of 30 days from its date, provided that the Company has not previously withdrawn it.
  • Each deposit for Goods is non-refundable and shall be deemed to be an agreement to these Terms and Conditions.
  • The Company is a supplier of dental, medical and beauty equipment and consumables. It is the Buyer’s responsibility to ensure that the end user of the Goods has the right training, experience, facilities, and insurance to use the Goods.

Description of Goods

  • The quantity and description of the Goods shall be as set out in the Company’s quotation or acknowledgement of order.
  • All samples, drawings, descriptive matter, specifications and advertising issued by the Company in respect of Goods and any descriptions or illustrations contained in the Company’s catalogues, brochures or other marketing materials are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract nor these Conditions and neither the Contract nor these Conditions are a sale by sample.
  • The Company reserves the right to make minor alterations to the design, specification or construction of Goods without prior notification to the Buyer.

Delivery

1. Delivery

Our standard delivery timeframe is 3-5 working days and can be extended up to 30 days for special order items. Requests for earlier delivery may incur additional charges. For items ordered through the website, we reserve the right to deliver within 30 days. Cancellation of such orders is at the supplier’s discretion. In cases where the item is a customized non-returnable product, payment completion constitutes a contractual agreement for supply. No returns are accepted for such items, as stocking them is not feasible.

2. Ownership and Delivery

If the Company does not possess or own the goods at the time of sale or payment, the Company retains the right to initiate the sale of the goods once ownership is acquired, prior to delivery, and in line with these terms. Unless otherwise agreed in writing, delivery occurs at the designated Delivery Point.

3. Buyer’s Acceptance and Responsibility

The Buyer must accept delivery of the Goods within 7 days of receiving notice that they are ready for delivery. Any specified delivery dates provided by the Company are estimates and are not binding. Failure to meet specified delivery dates does not warrant contract termination unless the delay exceeds 100 days. If an order is dispatched and the customer does not notify Elexadent Ltd of the loss of the item within 14 days after dispatch, we reserve the right to bill them for a replacement.

4. Delayed Acceptance and Consequences

If the Buyer fails to accept delivery or provides insufficient instructions, resulting in delayed delivery, the risk and liability for the Goods pass to the Buyer, and the Goods are considered delivered. The Company may store the Goods and the Buyer is responsible for all related costs.

5. Loading and Equipment

The Buyer is responsible for providing suitable equipment and manual labor for loading the Goods at the Delivery Point, at their own expense.

6. Instalments

The Company may choose to deliver the Goods in separate instalments, each treated as an individual Contract. Cancelling or terminating one instalment does not grant the Buyer the right to repudiate or cancel any other Contract or instalment.

7. Limitation of Liability

The Company is not liable for losses resulting from delivery delays, except as provided in condition 5. No delay gives the Buyer the right to terminate or rescind the Contract unless the delay exceeds 100 days.

These terms are applicable to all transactions and interactions between Elexadent and its customers. By engaging with Elexadent, customers acknowledge their understanding and agreement with these terms and conditions.

Delivery to Customer Sites

1. Delivery Address Requirements

Orders will be delivered to business addresses only. Delivery to a home address will incur an additional shipping fee due to higher charges imposed by our courier partners. Customers must specify a valid business address at the time of placing their order to avoid extra charges and potential delivery risks.

2. Risks of Home Address Deliveries

If a delivery to a home address is requested:
o Customers accept that certain couriers may leave parcels outside the residence if no one is available to receive them.
o This increases the risk of theft or damage to goods.

Elexadent will not be held responsible for any loss or theft of goods delivered to a home address. Customers are advised to ensure someone is available to receive the delivery or arrange alternative secure delivery options.

3. Claims for Loss or Damage

Any claims for loss, damage, or stolen goods related to deliveries to home addresses must be filed directly with the courier company.
o Elexadent will assist in providing necessary documentation but will not offer direct compensation for lost or damaged products if the courier company denies the claim.

4. Non-Compensation Policy

Elexadent holds no liability for unrecovered compensation from the courier in cases where the courier is unable to process or fulfill a loss claim. Customers assume full responsibility for ensuring secure delivery when opting for home address shipments.

When placing orders client agrees to these terms, the customer acknowledges and accepts the delivery conditions outlined above.

Non-Delivery

  • The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
  • The Company shall not be liable for any Loss caused by or resulting from any non-delivery of Goods unless the Buyer gives a written notice to the Company of the non-delivery within 5 days of the date when the Goods would in the ordinary course of events have been received.
  • Any liability of the Company for any Loss resulting (whether directly or indirectly) from any non-delivery of Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at a pro rata rate against any invoice raised for such Goods.
  • The Company shall not be liable for any goods or services claimed by suppliers if no invoices were received within 12 months of delivery of such goods or services.
  • The receiving client must give notice of non-delivery within 14 days from the date of dispatch. The company is not responsible for items missing from such delivery if not reported within this notice period.

Risk and Title

  • The Goods are at the risk of the Buyer from the time of delivery.
  • Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
  • the Goods; and
  • all other sums which are or which become due to the Company from the Buyer on any account.
  • Until ownership of the Goods has passed to the Buyer, the Buyer shall:
  • hold the Goods on a fiduciary basis as the Company’s bailee;
  • store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property;
  • not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
  • (at its own expense) maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request, the Buyer shall produce the policy of insurance to the Company.
  • The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
  • any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and
  • any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
  • The Buyer’s right to possession of the Goods shall terminate immediately if:
  • the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his or its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the grant of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
  • the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or these Conditions or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade;
  • the Buyer encumbers or in any way charges any of the Goods;
  • the Buyer is in breach of this Contract or any other contract with the Company.
  • In the event of the Buyer’s right to possession of the Goods terminating, the Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
  • The Buyer grants the Company, its agents and employees an irrevocable license, at any time, to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
  • Where the Company is unable to determine whether any goods are the Goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
  • If any of the events set out in conditions 6.5.1, 6.5.2 or 6.5.3 occur or if the Buyer shall fail to make payment of any sum in full when such payment is due to make to the Company, then without prejudice to any other right or remedy to which the Company may be entitled, the Company may at its absolute discretion suspend all future deliveries of Goods to the Buyer and/or terminate the Contract (including these Conditions).
  • On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 6 shall remain in effect.

Cancellation

  • The Company may at any time prior to any Goods being delivered cancel the order for those Goods without any liability for any Loss caused by or resulting from such cancellation.
  • Where the Buyer is dealing as a consumer (as defined under the Unfair Contract Terms Act 1977 section 12 as amended), the Buyer may cancel the order for Goods and receive a refund, provided he contacts the Company and informs them in writing that he wishes to cancel the Contract within 7 working days of receipt of the Goods.
  • The Buyer must then return the Goods to the Company. The Buyer shall be liable to pay for packaging and delivery and insurance of the Goods.
  • In the case of returned Goods to the company for a refund, the Company reserves the right to charge a restocking charge at the rate of 25% of the value of the Goods. This is deemed unavoidable in order to cover the cost of return to the Company supplier for a refund.
  • Restocking Charge: A restocking fee of 25% of the price of the Goods will apply for items returned due to ordering errors or no longer being required. This fee covers the additional costs incurred by the company in restocking returned items, such as testing, inspecting, repackaging, and updating inventory status.
    Items on the Way from Supplier: If an item is on its way from the supplier to us and a cancellation is requested, the restocking charge will still apply. This fee helps offset the costs associated with processing returns and handling items that are in transit.

  • Any agreed refund by the Company will be processed within 28 Days from the date of a formally written cancellation is received by the Company from the Buyer.

Price

  • Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company’s price list published on the date of delivery or deemed delivery.
  • The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage, and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.

Packaging

  • All Goods supplied by the Company to the Buyer in retail packaging may be resold or otherwise passed on to the Buyer only in the original packaging supplied by the Company and in no case shall any trade mark other than any applied by the Company be marked on or applied or affixed to the Goods.
  • No right or license is granted under the Contract or these Conditions under any patent, trademark, copyright, design right or other intellectual property rights other than the right to use or resell the Goods.

Payment

  • Our standard payment terms are 7 days from the date of issue of the proforma invoice.
  • Verified clients open accounts payment terms are 30 days from the invoice date.
  • Service or Repairs are invoiced and are deemed complete and payable in accordance with the payment terms unless an issue with the repair or service is formally disputed in writing by the client within 24 hours from the time of completion of the service or repair. 
  • Subject to condition 10.4, payment of the price for the Goods is due in pounds sterling in full at the times specified on the invoice. In the case of consumer sales, (as defined under UCTA 1977 section 12 as amended) payment of the price for the Goods is due in pounds sterling before dispatching of any Goods.
  • Time for payment shall be of the essence.
  • No payment shall be deemed to have been made until the Company has received it as cleared funds.
  • All payments payable to the Company under the Contract or these Conditions shall become due immediately on its termination despite any other provision.
  • If the Buyer fails to pay the Company any sum due pursuant to the Contract and/or these Conditions, the Buyer shall be liable to pay delay charges to the Company on such sum at 2% of the total sum due for every month delay starting from the due date of payment of the client invoice, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
  • All amounts due under the Contract and these Conditions from the Buyer to the Company shall be paid in full without any deduction or set-off or withholding other than as required by law (in which event the Buyer shall simultaneously pay to the Company such additional amounts as will result in the receipt by the Company of a net amount equal to the full amount which would have been receivable had no such deduction or set off or withholding been required) and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part.
  • Any payments made by the customer using a credit card will be subject to an additional processing fee of 2.5 % of the total value of the invoice.
  • Any payment made by a credit card, other than in the name of the customer or his/her company name, will be subject to further verifications. These include requested copies of IDs of the payor as well as a copy of the credit card front and back for verification purposes.
  • Payment for bespoke manufactured goods, e.g. dental units, must be completed 30 Days prior to the expected shipment date.

Quality

  • Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.
  • Subject always to the other provisions of these Conditions and of the Contract, the Company warrants that upon delivery, and for a period of 12 months from the date of delivery, the Goods shall:
  • be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
  • be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer has made known that purpose to the Company in writing prior to the Company accepting the Buyer’s order for those Goods.
  • The Company shall not be liable for a breach of any of the warranties in condition 11.2 unless and until:
  • the Buyer gives written notice of the relevant defect to the Company and the Company provides the Buyer with a “Goods Return” number and, if the defect is as a result of damage in transit to the Delivery Point, within 5 days of the time when the Buyer discovers or ought to have discovered the defect; and
  • the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) marks the “Goods Return” number clearly on the return parcel of the Goods and returns such Goods to the Company’s place of business at the Company’s cost for the examination to take place there.
  • The Company shall not be liable for a breach of any of the warranties in condition 11.2 if:
  • the Buyer makes any further use of such Goods after giving such notice; or
  • the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or because the Buyer stores, installs, commissions, uses or maintains the Goods in a way that is not normal or reasonable; or
  • the Buyer alters or repairs such Goods without the written consent of the Company.
  • Subject to condition 11.3 and condition 11.4, if any of the Goods do not conform with any of the warranties in condition 11.2, the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at a pro rata rate provided that, if the Company so requests, the Buyer shall, at the Company’s expense, return the Goods or the part of such Goods which is defective to the Company.
  • If the Company complies with condition 11.5 it shall have no further liability for a breach of any of the warranties in Condition 11.2 in respect of such Goods.
  • The Company shall charge its normal hourly rate to repair or to fit replacement parts on defective Goods unless otherwise agreed in writing.
  • Any Goods replaced shall belong to the Company and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 12 month period referred to in condition 11.2.
  • The Company shall charge a handling fee for Goods returned because they have been ordered in error or are no longer required. The handling fee shall be 25% of the price of the Goods.
  • Any boxed software returned under clause 11.9 must be returned with the box seal unbroken. When the software is returned electronically, the Company shall email a “Proof of Destruction” form to the Buyer and the Buyer must sign and return the form to the Company. Provided the form meets the Company’s returns criteria, the Buyer’s account will be credited accordingly.

Limitation of Liability

  • Subject to conditions 4, 5 and 11, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents, and sub-contractors) to the Buyer in respect of:
  • any breach of the Contract and/or these Conditions;
  • any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
  • any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
  • Except where the Buyer is a consumer within the meaning of regulation 3(1) of the Unfair Terms in Consumer Contracts Regulations 1999 or regulation 2 of the Sale and Supply of Goods to Consumers Regulations 2002 or deals as a consumer within the meaning of section 12 of the Unfair Contract Terms Act 1977, all warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract and these Conditions.
  • Nothing in the Contract or these Conditions excludes or limits or purports to exclude or limit the liability of the Company:
  • for death or personal injury caused by the Company’s negligence;
  • under section 2(3) of the Consumer Protection Act 1987;
  • for any matter which it would be illegal or unlawful for the Company to exclude or attempt to exclude its liability; or
  • for fraud or fraudulent misrepresentation.
  • Subject to conditions 12.2 and 12.3:
  • the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract and/or these Conditions shall be limited to the price of the Goods; and
  • the Company shall not be liable to the Buyer for any economic loss, loss of profit, loss of business, depletion of goodwill or otherwise howsoever, in each case whether direct, indirect or consequential, (howsoever caused) which arise out of or in connection with the Contract and/or these Conditions or the sale of Goods to the Buyer.
  • NOTHING IN THIS AGREEMENT SHALL OPERATE TO OR PURPORTS TO OPERATE TO AFFECT THE STATUTORY RIGHTS OF THE BUYER WHERE THE BUYER IS A CONSUMER WITHIN THE MEANING OF REGULATION 3(1) OF THE UNFAIR TERMS IN CONSUMER CONTRACTS REGULATIONS 1999 OR REGULATION 2 OF THE SALE AND SUPPLY OF GOODS TO CONSUMERS REGULATIONS 2002 OR DEALS AS A CONSUMER WITHIN THE MEANING OF SECTION 12 OF THE UNFAIR CONTRACT TERMS ACT 1977 .

Assignment

  • The Company may at any time assign, transfer, charge or otherwise in any manner dispose of or deal with the Contract or any of its rights under it or sub-contract any of its obligations under it.
  • The Buyer shall not be entitled to assign, transfer, charge or otherwise in any manner dispose of or deal with the Contract or any of its rights under it, or purport to do so, without the prior written consent of the Company.

Severance

  • If any provision (or part-provision) of the Contract and/or these Conditions shall be found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions or the rest of the provision (as the case may be) of the Contract and/or these Conditions, which shall remain in full force and effect.
  • If any provision (or part-provision) of the Contract and/or these Conditions is so found to be illegal, invalid or unenforceable but would be legal, valid or enforceable if some part of it were to be deleted or modified, such provision (or part-provision) shall apply with such deletion(s) and/or modification(s) (as the case may be) as may be necessary to make it legal, valid and enforceable.

Waiver and Remedies

  • The failure by the Company to exercise or any delay in exercising any right, power or remedy whether provided by the Contract and/or these Conditions or otherwise does not constitute a waiver of or impair such right, power or remedy or constitute a waiver of any other right, power or remedy. A waiver by the Company of a breach of any of the terms of the Contract and/or these Conditions or of a default under the Contract and/or these Conditions does not constitute a waiver by the Company of any other breach or default and shall not affect the other terms of the Contract and/or these Conditions. No single or partial exercise by the Company of any such right, power or remedy shall preclude or impair any other or further exercise of the same or any other right, power or remedy by the Company whether provided by the Contract and/or these Conditions or otherwise. The rights and remedies of the Company provided in the Contract and/or these Conditions are not exclusive of any rights or remedies provided by law.

Force Majeure

  • The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business (or part of its business) due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to its workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 100 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.

Notices

  • Any notice or other communication from the Company to the Buyer or vice versa in respect of the Contract and/or these Conditions or their subject matter shall be in writing (which shall include facsimile transmission and electronic mail) signed by or on behalf of the party giving it and shall be served by delivering it by hand or by sending it from within the United Kingdom by prepaid first class post to the address of the party on which it is being served set out in the Contract (or to such other address in the United Kingdom as that party may have notified for the purpose of and in accordance with this condition 17) or sent by facsimile transmission to the facsimile number set out below (or to such other facsimile number in the United Kingdom as that party may have notified for the purpose of and in accordance with this condition 17):
  • In the case of the Company, email: customerservice@elexadent.com and
  • In the case of the Buyer, to any email address set out in any document forming part of the Contract.
  • Any such notice or communication given by the Buyer to the Company shall be marked for the attention of the Commercial Director.
  • Any notice or communication served in accordance with this condition 17 shall be deemed to have been served:
  • If delivered by hand, on the Business Day following delivery;
  • If sent by prepaid first class post, on the second Business Day following posting; and
  • If sent by facsimile transmission, on the Business Day following transmission.
  • In proving service of any such notice or communication, it shall be sufficient:
  • In the case of delivery by hand, to prove that such notice or communication was properly delivered;
  • In the case of posting, to prove that such notice or communication was properly stamped, addressed and placed in the post; and
  • Any such notice or other communication shall be in English.

Third Party Rights

  • The Contract and these Conditions are made for the benefit of the parties and their successors and permitted assigns and are not intended to benefit or create any right enforceable by any other person (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise).

Governing Law and Jurisdiction

  • The Contract and these Conditions and any dispute or claim arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of England and the parties irrevocably agree that the courts of England have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or these Conditions or their subject matter.