TERMS AND CONDITIONS OF SALE FOR THE SUPPLY, DELIVERY SERVICE AND INSTALLATION OF DENTAL EQUIPMENT AND FURNITURE
In these conditions the following expressions have the following meanings:
‘we, our or us’ – means Woodlane Dental Equipment Ltd (Company No: 06837995) whose registered office is at Unit 10 Global Business Park, 14 Wilkinson Road, Cirencester, Gloucestershire, GL7 1YZ.
‘you or your’ – means the person, firm or company placing an order with us.
‘order confirmation’ – means the order confirmation supplied by us to you setting out the details of your order.
‘goods’ – means the dental equipment or furniture or other items ordered by you for supply and delivery only or for supply, delivery and installation by us or for service only but excludes any installations which we notify you are going to be carried out by independent contractors which will be governed by their terms and conditions.
1. Formations of Contract
(a) Orders are accepted subject to availability of goods and services required to fulfil the order
(b) These terms and conditions shall apply to all contracts and orders placed with us. Acceptance by us of any order is conditional on your unqualified acceptance of these terms and conditions. If any qualifications or variations are made to the order, it shall not form part of the contract unless expressly agreed to in writing by us. These terms and conditions override all clauses or provisions with a contrary intention which may be proposed by you, unless expressly accepted in writing by us.
(c) Your attention is drawn to the terms and conditions stipulated by the manufacturers of goods in any brochure, catalogue, website or literature supplied to you by us. You accept and are bound by the manufacturers’ terms and conditions. However these terms and conditions shall override all conflicting provisions stipulated by the manufacturers in such brochures, catalogues or other literature.
(d) No warranty whatsoever is given by us that the goods supplied, delivered or installed shall correspond with any sample, example or model and any description or illustration given to you is not intended to provide you with a contractual specification of the goods to be supplied, delivered or installed by the firm, nor to constitute a sale by example or by description.
(e) We cannot be held responsible for any incidental damage caused to your property whilst installing or delivering your goods.
(f) We reserve the right to subcontract all or some of the works under our order confirmation unless agreed otherwise with you in writing. We are not responsible for any works carried out by independent contractors who will contract with you in accordance with their terms and conditions of business.
2. Quotations and Prices
Quotations and prices are based on prices applicable at the time they are given or agreed and are subject to variations to take account of any increase or decrease in the costs and or prices which are payable by us in complying with our obligations under the contract. All prices are exclusive of VAT which will be charged at the rate ruling at the date of invoice. Quotations shall be deemed to be withdrawn unless acceptance is received in writing from you within 30 days of the date of quotation.
All quotations are given, contracts entered into and accepted free of all liability for non-fulfilment caused by circumstances beyond our control, including acts of God ,Government control, fire, accidents or other similar cause. In the event of complete non-fulfilment as a result of such circumstances, you shall be entitled to a return of your deposit.
4. Payment Supply Only and Services
Notwithstanding clause 6 below in the case of orders placed with us for the supply of goods only, payment in full of the whole balance of the price after deduction of the deposit referred to in clause 5 will be made by you prior to delivery of the goods by us or collection of the goods by us or you. Your attention is drawn to provisions of clause 8. If the balance due is not paid in full immediately after notification by us to you that the goods have been received, interest will run on the sum or sums outstanding from the date of said notification at the rate stipulated in clause 6. Service work and equipment shall be payable in accordance with the terms of our invoice.
Immediately upon acceptance by us of your order, a deposit in the sum specified in our order confirmation shall be payable by you to us and we will then place the order.
Except where the provisions of clause 4 above apply, payment of the balance of the contract price after
deductions of the deposit referred to in clause 4 will be made as follows:
(a) An interim payment in the sum specified in the order confirmation shall be payable by you to us 30 days prior to the delivery of the goods to your premises or their installation as the case may be;
(b) The balance specified in the order confirmation shall be payable within 30 days of installation.
If any of the sums due in terms of paragraph (a) and (b) are not paid in full upon the respective due dates for payment, interest will run on the sum or sums outstanding from the respective due date or dates at a rate equivalent to 8% above Bank of England base rate in force at that time until payment in full is made.
7. Payment Finance Only
Upon receipt by us of confirmation of your finance agreement, we will place your order. The payment as set out in your order confirmation will be due in full on delivery and prior to any installation.
8. Ownership of Goods
The goods remain our property until payment of the contract price has been made in full. Payment in full shall mean payment for the goods and for the cost of all materials, postage and delivery costs, labour and installation together with any interest due. For the avoidance of doubt, any sum paid by cheque will not be deemed to have been paid in full until the cheque has been honoured by your bank. We reserve the right to remove any goods without notice to you until payment is made in full. We will not be required to issue or deliver any certificates, guarantees or other documents regarding the goods until payment has been made in full.
Notwithstanding the ownership of the goods, the risk in the goods shall pass from us to you upon delivery to your premises.
No responsibility whatsoever is accepted by us for any delay in delivery unless we specifically undertake in writing to guarantee delivery by a specific date under a penalty.
11. Cancellation and Returns
If you cancel the contract without our consent then you shall indemnify us against all loss, damage, claims or actions arising out of such cancellation unless otherwise agreed in writing, and for the avoidance of doubt, any such cancellation is Without Prejudice to our rights to payment in accordance with clause 6 above.
Returns should be agreed prior to goods being returned, this should be done via e-mail or telephone.
Returns should be made to us if goods are under warranty and are defective. You are responsible for the costs associated with returning the goods, including but not limited to postage and packaging costs, restocking fees and processing costs.
You shall inspect the goods as far as is reasonably possible on delivery or installation and if you consider the goods are not in accordance with the contract, you should notify us in writing within 7 days. In the
absence of such a notice, the goods are presumed to be complete and free from any defect which would be apparent on reasonable examination and any claims should be deemed to be waived or absolutely barred.
(a) We shall not be liable to you or to any third party for loss, injury or damage of any kind arising from or in connection with the performance of the contract or arising from or in connection with the use, or failure or defect in the goods supplied, delivered or installed by us which is beyond our control.
(b) In no circumstances whatsoever shall our liability (in contract or otherwise) to you arising under, out of or connected with this contract or the goods supplied, delivered or installed, exceed the contract price of the goods.
(c) Nothing in this clause is intended to limit our liability in the event of death or personal injury resulting from our negligence whilst carrying out our duties in accordance with the contract.
(d) You shall be responsible for providing access to your premises and a safe working environment for us and any sub-contractors and shall be liable for any loss, damage or injury resulting from your failure or delay in the performance of your obligations under the contract.
14. Confidential Information and Copyright
We retain all copyright in all drawings and quotes prepared by us and they remain our property and should not be reproduced or copied by you without our prior written consent. Neither party will use or disclose each other’s business or client confidential information and will indemnify the other against all loss, damage, claims or actions arising out of a breach of this clause.
a) You shall be responsible for ensuring all designs and drawings comply with the latest building regulations, CQC (Care Quality Commission) guidance, and any other rules or regulations relating to the designs and drawings.
b) We will make every effort to comply with our projected timings but there may be delays due to circumstances beyond our control. In this case we will inform you of the delay at the earliest possible opportunity and will endeavour to complete the order as soon as reasonably possible.
c) Changes to the finalised/accepted drawings should be made in writing and only deemed accepted by us on receipt of written confirmation or updated drawings detailing the changes.
16. Governing Law and Jurisdiction
The contract shall be governed by and construed in accordance with the law of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales and to which you by acceptance of these terms and conditions, agree to submit.