Terms and Conditions for the Supply of Equipment Please read the Company’s full terms and conditions below as these form the contract (“the Agreement”) between the Company and the Customer. To assist, a summary of some of the key terms of the Agreement are as follows: Clause Details Number Clause 2.6 The Company reserves the right to cancel orders at its discretion and shall have no liability in this regard. Clause 2.7 All terms and conditions of the Customer or other terms and conditions or warranties whatsoever, whether communicated before or after this agreement, are excluded from the contract or any variation thereof unless expressly accepted by the Company in writing Clause 4.5 The Customer is responsible for any additional costs of delivery e.g. congestion charge, Ulez, Tolls, parking charges etc. Clause 6.1 The costs of the Level 2 and Level 3 Service and any Reactive Service Appointment are not included in the price of the Order for the Equipment, but rather are subject to the Repair Fees as set out in clause 7. Clause 6.2 This clause sets out a list of works not included in the price for the Equipment e.g. modifications to the Customer’s own premises. Clause 7.1 The Customer agrees to the Company carrying out an annual Level 2 Service, which & 7.2 the Company will quote for prior to undertaking any work. The Customer can choose to opt out at any time but failure to undertake the Manufacturer’s recommended planned preventative maintenance could affect the warranty provided by the manufacturer on the Equipment. Clause 7.6 Lists specific conditions and exclusions relating to all servicing and repairs undertaken by the Company. These should be read in full and noted. Clause 8.1 The Customer is responsible for ensuring that the Customer’s Services are as per the Manufacturer’s Specification and shall indemnify the Company for any delay or loss caused by the Customer’s failure to have these installed and operational. Clause 8.2 The Customer is responsible for ensuring that the Customer’s Premises are adequate for the Installation and shall indemnify the Company for any delay or loss caused by the Customer’s failure to have the Customer’s Premises in the necessary condition. Clause 8.3
Clause 8.4 Clause 8.8
Clause 8.11
Where the Company installs Equipment that produces radiation, the Customer agrees to provide the Radiation Protection. The Customer shall indemnify the Company in relation to any failure in this regard. Time is not of the essence in relation to the Delivery Date and the Company shall not be liable for any delays. Unless the Customer has notified the Company not less than 5 (five) Business Days prior to the Delivery Date of any delay preventing the Installation on the Delivery Date, the Company is permitted to charge a fee for the missed appointment time or subsequent installation time at the then current call out and labour rates. This charge will not be less than £400 (four hundred pounds) plus Value Added Tax.
If the Company agrees to assist in moving the Customer’s Equipment, the Customer shall sign a waiver and accepts that the Company shall not have any liability should the Customer’s Equipment be damaged in the process. Clause The Company excludes liability for any direct or indirect loss arising from any failure 8.12 of the Equipment which is caused by any failure on the part of the Customer or its existing plant or equipment. Clause All warranties, conditions or other terms implied by statute or common law are 12.4 excluded to the fullest extent permissible by law, unless the Customer is a consumer within the meaning of the 1999 Regs. Clause This clause sets out the conditions related to Manufacturer Warranties and the duty 12.5 on the Customer to check that the terms of the warranty are suitable for its needs. The Company is not responsible for the Manufacturer Warranty and terms and conditions of the warranty are available from the Manufacturer direct. The Company only provides labour free of charge in the first year following purchase of the Equipment and only in relation to issues covered by the Manufacturer Warranty. Clause The Company does not provide labour and call out free of charge over any extended 12.5.3 & warranty period that the Customer may purchase or receive from the Manufacturer. 12.5.4 The Customer must check the suitability of the extended warranty for its purpose and the Company accepts no liability in this regard and provides no warranty as to the suitability of the extended warranty for the Customer’s needs. Clause The Company is not liable for indirect or consequential loss or damage, being loss or 13.1 damage which does not directly and naturally flow from the supply of the Equipment or Services to the Customer. Clause Any liability of the Company is limited to the price of the Equipment and / or 13.2 Services set out in the Order. Notification of loss must occur within 21 days. Clause 14 The Customer is responsible for the Customer’s Digital Services and the Company accepts no liability if these are incompatible with the Equipment or delays occur in relation to their configuration or installation. The Customer is responsible for its backup of data and the Company accepts no liability for loss of this. Clause 15 Equipment is non-returnable save in exceptional circumstances and subject only to the express agreement of the Company. Where returns are agreed, restocking charges apply. The Customer is responsible for deleting any personal identifiable information or sensitive information from the Equipment, prior to returning it. 1 Definitions In this Agreement the following definitions shall apply: “Applicable Laws” shall mean any law, enactment, regulation, regulatory policy, by-law, ordinance or subordinate legislation relating to the Equipment and/or Services in relation to the performance of this Agreement, together with any judicial or administrative interpretation of them, any guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any applicable regulator, including the Bribery Act 2010, the Equality Act 2010, the Modern Slavery Act 2015, the Criminal Finances Act 2017 and Directive 2002/96/EC on Waste Electrical and Electronic Equipment “Business Day” shall mean Monday to Friday during normal working hours unless such day is a bank holiday or other public or state holiday. “Company” shall mean Henry Schein UK Holdings Limited, Trading as Henry Schein Dental of Medcare House, Centurion Close, Gillingham Business Park, Gillingham, ME8 0SB; “Company Services” shall mean the services agreed to be supplied by the Company to the Customer as detailed in the Quotation and accepted in the Order, included but not limited to relocating the Customer’s existing equipment or removing the same. “Confidential Information” shall mean any information provided by a Party to the other Party under this Agreement which is relevant to the business, research and development activities, Intellectual Property Rights, materials, products, services, affairs, plans, finances and/or strategies of the disclosing Party and/or its commercial partners or clients which would reasonably be considered confidential; “Customer” shall mean any person or persons, firm or company who buys or agrees to buy the Equipment from the Company; “Customer’s Infrastructure” shall mean any mounting brackets, plates, lead lining or similar hardware required to support the Equipment as part of the Installation. “Customer’s Services” shall mean but not be limited to the Customer’s provision of necessary water, waste, electricity, air, suction and data lines to enable the Company to carry out the Installation. “Customer’s Equipment” shall mean equipment owned by the Customer, other than the Equipment.
“Equipment” shall mean the goods agreed to be sold by the Company to the Customer as detailed in the agreed Order; “Delivery Date” shall mean the date agreed between the parties for the Installation of the Equipment as set out in the Order. “Drawings” shall mean the technical and layout drawings provided by the Company to the Customer for the Installation at the Premises. “Due Date” shall mean 5 days before the Delivery Date. “Force Majeure” shall mean any event or circumstance which is beyond the control of and without the fault or negligence of the party affected including but not limited to acts of God, natural disasters, storms, fire, flooding, any labour or trade dispute, strikes, industrial action or lockouts, any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, extended customs procedures or unforeseen delays at borders, or failing to grant a necessary licence or consent, non-performance by suppliers or subcontractors, and, epidemic or pandemic. “Installation” shall mean the fitting and installation of the Equipment at the Premises by the Company. “Intellectual Property Rights” shall mean any intellectual property rights including copyrights and related rights, moral rights, rights in and to inventions, patents, database rights, rights in computer software, trade marks and trade names, domain names, rights in confidential information (including know-how and trade secrets), semi-conductor topography rights, plant variety rights, rights in goodwill and to sue for passing off, unfair competition rights, designs and design rights, utility models, supplementary protection certificates and other extensions of patent term and all rights of a similar nature in any part of the world (in each case whether registered or unregistered), and applications and the right to apply for registration of any intellectual property rights; “Level 2 Service” shall mean an annual planned preventative maintenance service of the Equipment. This includes labour and replacement parts of those parts specified by the manufacturer as needing to be replaced as part of the annual planned preventative maintenance. In addition, we will undertake a general review and diagnosis of the Goods to see whether any other repairs or replacements are required to maintain the Goods that fall outside of the Level 2 Service. If additional work is identified, this will be communicated to you along with a quote for the cost of undertaking the work. No additional work will be carried out without your authorisation following a full quote. “Level 3 Service” shall mean the Level 2 Service and in addition to this, two additional emergency repair appointments per annum which include labour on the Equipment. You will be responsible for the cost of any replacement parts that are required outside of the Level 2 Service, but all parts required to maintain the Goods will benefit from a 20% discount on the prices quoted for the duration of the term agreed. If additional visits are required to resolve any issue with the Equipment, these will be charged at the Company’s normal rates. “Losses” shall mean any indirect, special or consequential loss or damage; or loss of data or other equipment or property; or economic loss or damage; or incurring of liability for loss or damage of any nature whatsoever suffered by third parties (including in each case incidental and punitive damages); or any loss of actual or anticipated profit, interest, revenue, anticipated savings or business or damage to goodwill. “Manufacturer’s Specification” shall mean any specification, guidance note, operating instructions and safety precaution information provided by the respective manufacturer’s of the Equipment setting out the conditions, requirements and safety measures required at the Premises for the Equipment’s effective and compliant Installation. “Manufacturer Warranty” shall mean any warranty provided by the manufacturer of the Equipment which the Company will where it can pass on to the Customer subject to any terms dictated by the manufacturers in relation to the Manufacturer Warranty. Warranty terms vary in terms of timeframe cover and scope, but the Customer should note that most warranties exclude the obligation to replace parts that are subject to normal wear and tear. “Original Saleable Condition” shall mean the Equipment being returned in good working order, free of cosmetic imperfections, including original packaging and manuals and fully operational to the Manufacturer’s Specification; “Order” shall mean an order placed by the Customer with the Company for the Equipment by way of the Customer signing the Quotation. “Premises” shall mean any practices or locations of the Customer in which the Installation of the Equipment occurs. “Quotation” shall mean the quotation provided by the Company to the Customer setting out the Company’s proposal in terms of the cost for the sale of the Equipment and the Services to the Customer. The Quotation is only valid for 30 days from the date on it. “Radiation Protection” shall mean the compliance by the Customer in installing all necessary radiation shielding and following guidance on the positioning of the Equipment as set out in any legislation or guidance and as advised by the manufacturer of the Equipment. The Customer is responsible for obtaining its own advice to ensure compliance with all radiation protection obligations. “Reactive Service Appointment” shall mean an emergency appointment requested by the Customer for the Company to come out and repair the Equipment or the Customer’s Equipment. “Repair Fees” shall mean the fee agreed between the Company and the Customer plus VAT, for carrying out one or more of the following: - Level 2 Service, - Level 3 Service, Reactive Service Appointment “Services” shall mean the services agreed to be supplied by the Company to the Customer as detailed in the Quotation and accepted in the Order. “VAT” shall mean Value Added Tax at the prevailing rate at the time of payment. 2 Conditions Applicable 2.1 This Agreement shall apply to and govern all contracts for the sale of the Equipment by the Company to the Customer, whether the Company is responsible for the Installation of the Equipment or not. 2.2 This Agreement also covers repairs and maintenance such as the Level 2 or Level 3 Service and Reactive Appointments for the repair of the Equipment and the Customer’s Equipment by the Company, as set out in clause 7. 2.3 The Company reserves the right to contact external credit reference agencies. 2.4 The exercise by the Company of any right pursuant to this Agreement shall be without prejudice to any other right available to it whether hereunder or under general law. 2.5 Customer shall inform the Company if at any time its license/registration expires and has not been renewed, or is limited, revoked, terminated, cancelled or is no longer associated with the Customer’s account. 2.6 All Orders shall be subject to availability and the Company shall have the right to cancel and/or reject any order at its discretion. Any cancellation shall be notified to the Customer and refunds applied where applicable. The Company shall have no liability for cancelled orders. The Company shall notify the Customer within a reasonable period of any cancellation of an Order and where applicable refund any payments made subject to clause 5.6 below. 2.7 All products are sold for their intended purpose only, as set out by the legal manufacturer of the products. By purchasing the products from the Company, you agree to comply with the requirements outlined by the manufacturer of the products in relation to their intended use and where applicable, in relation to the sale of regulated substances and reportable substances, you agree to comply with the terms of the Poison Act 1972 (as amended) the identification of which are set out on the manufacturer’s literature and are indicated on our box content list accompanying the products. 2.8 All terms and conditions of the Customer or other terms and conditions or warranties whatsoever, whether communicated before or after this agreement, are excluded from the contract or any variation thereof unless expressly accepted by the Company in writing, and the Customer’s own conditions shall not in any circumstances be regarded as a counteroffer. 3 Title and Risk 3.1 Risk in the Equipment shall pass to the Customer on the Delivery Date. 3.2 Title in the Equipment or any part thereof including spare parts shall only pass to the Customer when payment in full for the Equipment including any spare parts and labour has been received in cleared funds by the Company.