1. INTERPRETATION

In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 9.10.

Contract: the contract (if applicable) between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from the Supplier.

Goods: the goods (or any part of them) set out in the Order.

Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form.

Supplier: Prima Dental Manufacturing Limited trading as Prima Dental Group (registered in England and Wales with company number 07421548) whose registered office is at Prima Dental Group, Waterwells Business Park, Stephenson Drive, Gloucester, GL2 2AG.

2. FORMATION OF CONTRACT AND CUSTOMER’S OBLIGATIONS

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid until 31 December of the calendar year in which the quotation is given by the Supplier.

2.3 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate. The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order or delivers a sales statement to the Customer, at which point the Contract (if any) shall come into existence. The Customer shall provide the Supplier with its own internal purchase order number in respect of the Order, and in the event that there are multiple Orders, each purchase order number in respect of each individual Order.

2.4 The Contract (if any), the Order and these Conditions together constitute the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not expressly set out in the Contract (if applicable), the Order or these Conditions. Any conditions set out on the Customer’s Order are binding on the Customer only in so far as they do not conflict with these Conditions and are accepted by the Supplier. These Conditions shall take precedence in the event that there is any conflict between the Contract (if applicable), the Order and these Conditions.

2.5 All Goods supplied by the Supplier are subject to these Conditions, unless otherwise agreed in writing between the Supplier and the Customer. The Customer shall be deemed to have accepted these Conditions when the Customer places the Order with the Supplier.

2.6 The Customer must notify the Supplier by email to [email protected]m within 48 hours of receipt of the Supplier’s acknowledgement of the Order if it wishes to cancel the Order. Any such notification will only be effective if signed by a director of the Customer who has the requisite authority to cancel the Order. If the Customer notifies the Supplier of its intention to cancel the Order after 48 hours has passed since receipt of the Supplier’s acknowledgement of the Order, the Customer will be liable for all expenses and costs incurred by the Supplier in relation to the Order up to the point of the Customer’s notification.

3. DELIVERY

3.1 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

3.2 All Goods are supplied by the Supplier to the Customer on the understanding that such Goods are resold to consumers in the country in which the Customer is established for professional dental use only and in accordance with the user instructions which are provided to the Customer with the Goods.

3.3 The Supplier shall either (a) deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) in writing at any time after the Supplier notifies the Customer that the Goods are ready, or (b) procure that the Customer is able to collect the Goods from the Supplier’s premises or such other location as may be advised by the Supplier prior to delivery (Collection Location). Where specified by the Customer, the method of transportation shall be set out in the Order. If the method of transportation is not specified by the Customer then it shall be at the Supplier’s discretion.

3.4 All claims by the Customer for damage to Goods outwardly visible, shortage or non-delivery must be notified in writing to the Supplier within seven days after receipt of delivery advice, invoice or statement by fully completing the ‘Customer Complaints’ document available on request from [email protected]

3.5 The Supplier shall procure that the Goods will be insured on behalf of the Customer prior to delivery of the Goods being completed, unless otherwise agreed between the parties.

3.6 Delivery of the Goods shall be completed either upon the Goods’ arrival at the Delivery Location or the completion of loading the Goods at the Collection Location.

3.7 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

4. GOODS AND RETENTION OF TITLE

4.1 The risk in the Goods shall pass to the Customer on completion of delivery.

4.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

4.3 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.1, then, without limiting any other right or remedy the Supplier may have:

(a) the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and

(b) the Supplier may at any time:

(i) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and

(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

4.4 The Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.

5. WARRANTIES

5.1 The Supplier warrants that on delivery, and for a period of 6 months from the date of delivery (the Warranty Period), the Goods shall:

(a) conform in all material respects with their description;

(b) be free from material defects in design, material and workmanship;

(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

(d) be fit for any purpose held out by the Supplier.

5.2 All other warranties, conditions and other terms implied by statue or common law are, to the fullest extent permitted by law, excluded from the Contract.

5.3 Subject to clause 5.4, if:

(a) the Customer gives notice in writing to the Supplier (by completing and serving the Customer Complaints Form) during the Warranty Period that some or all of the Goods do not comply with the warranty set out in the clause 5.1;

(b) the Supplier is given a reasonable opportunity of examining such Goods; and

(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Supplier’s cost, the Supplier shall, at its option, repair or replace the defective Goods or refund the price of the defective Goods in full.

5.4 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.3;

(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, use and maintenance of the Goods;

(c) the Customer alters or repairs such Goods without the written consent of the Supplier;

(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(e) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.5 If and to the extent that the Supplier has any legal obligation to the Customer arising out of the quality or fitness for purpose of any Goods or otherwise the Supplier shall at its option repair, replace or refund such Goods.

5.6 The Customer represents, warrants and undertakes to indemnify the Supplier against any claims arising as a result of the Customer breaching its obligations under clause 3.2 above.

6. LIABILITY

6.1 Nothing in these Conditions excludes or limits the liability of the Supplier for: (i) death or personal injury resulting from its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other matters in respect of which it would be unlawful to exclude or limit liability.

6.2 Subject to clause 6.1 above, the Supplier shall not be liable to the Customer for any indirect or consequential loss or damage which may be suffered by the Customer, or for any financial losses or loss of profit. The Supplier’s total liability in respect of any direct loss or damage suffered by the Customer shall be limited to the total price paid by the Customer under the Contract.

7. PRICE, PAYMENT AND LATE PAYMENT

7.1 The Supplier shall invoice the Customer in accordance with the payment terms set out in the Supplier’s quotation. Payment of the price of the Goods shall be payable by the Customer upon any terms as agreed in writing between the parties in the Contract (if applicable) or Order, or if not specified, on completion of the delivery of the Goods.

7.2 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.

7.3 Prices are expressed in GBP Sterling / Euros / US Dollars and, unless otherwise stated, are ex-warehouse and the price of the Goods is exclusive of the costs and charges of packaging, insurance, postage and transport of the Goods, which shall be invoiced to the Customer.

7.4 The price of the Goods is exclusive of amounts in respect of value added tax (VAT) or other sales taxes. The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods. If the Customer is established in an EU member state, unless the Supplier is advised of the Customer’s VAT registration number the Supplier will charge VAT at the current UK VAT rate.

7.5 All Orders are payable against pro forma in advance unless a valid credit application has been submitted by the Customer to the Supplier and approved by the Supplier. Unless otherwise agreed in writing between the parties, accounts are payable in full by the last day of the month following the date (month) of invoice in GBP Sterling / Euros / US Dollars via direct transfer into the Supplier’s UK bank (such bank details to be provided by the Supplier from time to time) and without the deduction of any discount whatsoever. Where payments of the confirmation of Order are requested by a letter of credit:

(a) an irrevocable letter of credit established through a local bank and confirmed by a recognised bank in the UK is required with all charges for openers accounts;

(b) the letter of credit should allow for Goods manufactured within the countries or territories specified on the quotation; and

(c) part shipment must be allowed on the letter of credit.

7.6 If the Customer fails to make any payment due to the Supplier under these Conditions, the Contract (if applicable) or Order by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 2.5% per annum above HSBC Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

7.7 The Supplier reserves the right to refuse acceptance of any Goods returned for exchange or credit without prior agreement. Goods accepted for exchange or credit will be dealt with on the basis of the price ruling at time of supply with a 20% ex-works value charge (30% for private label/OEM products) for inspection, reconditioning or repacking. Obsolete merchandise items whose manufacture has been discontinued or items made to ‘special order’ are not eligible for credit or exchange.

7.8 The Customer shall be liable for any foreign import duties, taxes in post levies, deposits or outlays of any kind levied by any authorities at the place of destination or in connection with the Goods, and for any payments, fines, expenses, loss or damage whatsoever incurred or sustained.

8. TERMINATION AND SUSPENSION

8.1 Without prejudice to any other rights or remedies which the Supplier may have, the Supplier may terminate the Contract without liability to the Customer immediately on giving notice to the Customer if:

(a)the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default for 14 days after being notified in writing to make such payment;

(b) the Customer commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach;

(c) the Customer repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or

(d) the Customer suffers an insolvency or bankruptcy event (including if a company, entering into liquidation,  making an arrangement with its creditors, having a receiver or manager appointed over all or any part of its assets or generally  becoming  unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or if an individual, being declared bankrupt or making any arrangement with or for the benefit of his or her creditors or having a county court administration order made against him or her under the County Court Act 1984).

8.2 On termination of the Contract for any reason, the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt.

9. GENERAL

9.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

9.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

9.3 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.

9.4 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 9.3; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

9.5 The provisions of clause 9.4 shall not apply to the service of any proceedings or other documents in any legal action.

9.6 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

9.7 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

9.8 A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

9.9 A person who is not a party to the Contract shall not have any rights to enforce its terms.

9.10 Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.

9.11 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

9.12 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).