1. Business customers
1.1 All other terms apply to all customers.
1.2 You are classified as a business customer if you indicate to us that the goods supplied by us will be used in the course of your business.
2. Price
2.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.
2.2 Our quotations lapse after 30 days (unless otherwise stated).
2.3 The price quoted excludes delivery (unless otherwise stated).
2.4 Unless otherwise stated, the price quoted to business customers is an illustrative estimate only and the price charged will be our price current at the time of delivery.
2.5 Rates of tax and duties on the goods will be those applying at the time of delivery.
2.6 At any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods.
3. Acceptance Of Web Orders
Orders placed for products via the Ceramet UK Dental website are subject to the following conditions:
The United Kingdom & Ireland internet portals are directed at persons in the United Kingdom & Ireland authorised based on their professional qualification (dentists, dental practitioners, dental laboratories etc.) Registration shall be required in order to be able to place orders via the website.
Once you place an order, this will be your offer to purchase an item from Ceramet UK Dental Ltd.
We will acknowledge your order by email as soon as possible but will be under no obligation to supply the products ordered unless we have the products in stock and they are available at the prices specified.
Unless you cancel your order in accordance with our ‘Cancellation Policy’ below, acceptance of your order and completion of the contract between you and Ceramet UK Dental Ltd will be perfected when we dispatch the goods to you.
We reserve the right not to accept your order in the event, for example, that we are unable to obtain authorisation for payment, that an item ordered is out of stock, or that a line is discontinued or does not satisfy our quality control standards and is withdrawn. In any event of a product being unavailable, we will inform you.
Furthermore we may refuse to process a transaction for any reason or refuse service to anyone at any time at our sole discretion. We will not be liable to you or any third party by reason of our withdrawing any merchandise from the website.
4. Credit Limit
4.1 A credit limit will be applied to your account at the companies discretion subject to account approval in accordance with our internal credit policy which may include conducting a credit search using a licensed credit reference agency.
4.2 Unless credit account terms have been agreed, all goods ordered must be paid for on a proforma basis. All goods for supply outside of mainland UK will be supplied on a proforma basis only.
5. Delivery
5.1 All delivery times quoted are estimates only, according to courier and Royal Mail guidelines.
5.2 If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).
5.3 We may deliver the goods in instalments. Each instalment is treated as a separate contract.
6. Delivery and Risk
6.1 You must inspect the goods on delivery. If any goods are damaged (or not delivered), you must write or email to tell us within seven days of delivery (or the expected delivery time). You must give us (and any carrier) a fair chance to inspect the damaged goods.
6.2 If for any reason you fail to accept delivery of any goods when they are ready for delivery, or we are unable to deliver the goods because you have not provided adequate instructions, we may;
6.2.1 store the goods until re-delivery and you will be liable for all related costs and expenses; or
7. Payment Terms
7.1 Our payment terms are 30 days net unless prior agreement has been agreed.
7.2 If you fail to pay us in full on the due date:
7.2.1 we may suspend or cancel future deliveries;
7.2.2 we may cancel any discount offered to you;
7.2.3 you must pay us interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998
a) calculated (on a daily basis) from the date of our invoice until payment;
b) compounded on the first day of each month; and
c) before and after any judgment (unless a court orders otherwise);
7.3.1 We may claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs; and
7.3.2 We may recover (under clause 6.9) the cost of taking legal action to make you pay.
7.5 If you have an approved credit account we may withdraw it or reduce your credit limit or bring forward your due date for payment.
7.6 We may take any of those actions in 6.4 at any time and without notice.
7.7 You do not have the right to set off any money you may claim from us against anything you may owe us.
7.8 While you owe money to us, we have a right to keep any property we may hold of yours until you have paid us in full (a lien).
7.9 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including finance costs and legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.
8. Title of Goods
8.1 Until you pay all debts you may owe us:
8.1.1 all goods supplied by us remain our property;
8.1.2 you must store them so that they are clearly identifiable as our property;
8.1.3 you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;
8.1.4 you may use those goods and sell them in the ordinary course of your business, but not if:
a) we revoke that right (by informing you in writing); or
b) you become insolvent.
8.2 You must inform us (in writing) immediately if you become insolvent.
8.3 If your right to use and sell the goods ends you must allow us to remove the goods.
8.4 We have your permission to enter any premises where the goods may be stored:
8.4.1 at any time, to inspect them; and
8.4.2 after your right to use and sell them has ended, to remove them, using reasonable force if necessary.
8.5 Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.
8.6 You are not our agent. You have no authority to make any contract on our behalf or in our name.
9. Warranties and Claims
9.1 We exclude all liabilities to the maximum permitted by law .We limit our warranty to the quality of the material specified, to the execution, the appearance, the dimensional accuracy, the specified physical and mechanical features .Any other claim for defects is excluded.
9.2 We shall not be responsible for any defects resulting from not following the correct manufactures instructions for use and indications
9.3 Upon receipt of the object the client is required to check the indications and suitability of the material supplied without delay. This check shall apply in particular to the material specified, the appearance of the object, the quality of execution, the dimensional accuracy and the physical and mechanical features. The client is required to notify us in writing within 7 days of receipt of any defects in the object as the material specified, the execution, the appearance, the dimensional accuracy and the physical and mechanical features. In absence of such a notification within this period, the object shall be deemed to be accepted and free of defects.
9.4 Our Sole obligation in the event of any defects for which we are liable will be to replace the defective items. The client waives any other claims whatsoever in that respect. The client agrees in particular not to claim any damages.
9.5 Furthermore we shall not be liable for any claim not related directly to the product, any claim based on product liability, direct or indirect damages resulting from the product delivered to the client.
9.6 All medical devices comply to CE1250.
10. Specification
10.1 We reserve the right to make any changes in the specifications of our goods which are necessary to ensure they conform with any applicable safety or other statutory requirements.
10.2 We also reserve the right to make without notice any minor modifications in our specifications designs or materials as we think necessary or desirable.
11. Return of goods
11.1 We will accept the return of goods from you only:
11.1.1 by prior arrangement (confirmed in writing or email);
11.1.2 credit will be given upon receipt of goods and the agreed transportation costs will be deducted from the final sum (unless the goods were defective when delivered) and
11.1.3 where the goods are as fit for sale on their return as they were on delivery within 28 days.
12. Export terms
12.1 The ‘Incoterms’ of the International Chamber of Commerce which are in force at the time when the contract is made apply to exports, but these terms prevail to the extent that there is any inconsistency.
12.2 Unless otherwise agreed, the goods are supplied ex works our place of manufacture.
12.3 Where the goods are to be sent by us to you by a route including sea transport we are under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.
12.4 You are responsible for arranging testing and inspection of the goods at our premises before shipment (unless otherwise agreed). We are not liable for any defect in the goods which would be apparent on inspection unless a claim is made before shipment. We are not liable for any damage during transit.
12.5 We are not liable for death or personal injury arising from the use of the goods delivered in the territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977).
13. Cancellation of Non-stock Item
13.1 If the order is cancelled (for any reason) you are then to pay us for all stock we may have then ordered specifically on your request..
13.2 We may suspend or cancel the order, by written notice if:
13.2.1 you fail to pay us any money when due (under the order or otherwise);
13.2.2 you become insolvent;
13.2.3 you fail to honour your obligations under these terms.
14 Waiver and variations
14.1 Any waiver or variation of these terms is binding in honour only unless:
14.1.1 made (or recorded) in writing;
14.1.2 signed on behalf of each party; and
14.1.3 expressly stating an intention to vary these terms.
14.2 All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.
15. Force Majeure
15.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.
15.2 Examples of those circumstances include act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.
16. General
16.1 English law is applicable to any contract made under these terms. The
English and Welsh courts have non-exclusive jurisdiction.
16.2 If you are more than one person, each of you is liable for all of your obligations under these terms (joint and several liability).
16.3 If any of these terms are unenforceable as drafted:
16.3.1 it will not affect the enforceability of any other of these terms; and
16.3.2 if it would be enforceable if amended, it will be treated as so amended.
16.4 We may treat you as insolvent if:
16.4.1 you are unable to pay your debts as they fall due; or
16.4.2 you (or any item of your property) becomes the subject of:
a) any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);
b) any application or proposal for any formal insolvency procedure; or
c) any application, procedure or proposal overseas with similar effect or purpose.
16.5 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.
16.6 Any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by fax) the other’s registered office or principal place of business. All such notices must be signed.
16.7 No contract will create any right enforceable (by virtue of the Contracts
(Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.
16.8 The only statements upon which you may rely in making the contract with us are those made in writing by someone who is (or whom you reasonably believe to be) our authorised representative and either:
16.8.1 contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
16.8.2 which expressly state that you may rely on them when entering into the contract.
16.9 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.
16.10 The Company reserves the right to refuse to supply any customer.
17. Course Refunds
15.1 All course bookings are non refundable if you cancel a course within 28 days of the event.
