TERMS AND CONDITIONS OF TRADE OF NEXUS DENTAL LABORATORY LTD.
1. INTERPRETATION
In these Conditions the following words have the following meanings:
1.1. Conditions: The standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Client and Nexus Dental Laboratory Ltd.
1.2. NDL: Nexus Dental Laboratory Ltd.
1.3. Client: Any person(s), firm or company that purchases Goods and/or Services from NDL.
1.4. Contract: Any agreement between NDL and the Client for the sale and purchase of Goods and/ or the supply of Services incorporating these conditions.
1.5. Goods: The goods agreed in the Contract to be supplied by NDL to the Client.
1.6. Services: The Services agreed in the Contract to be supplied by NDL to the Client.
2. GENERAL
2.1. Unless there is a variation under Condition 2.2 all Contracts will be on these conditions to the exclusion of all other terms (including any terms the Client purports to apply under any purchase order, confirmation of order, specification or other document).
2.2. These conditions apply to all NDL's sales and no variation of these Conditions or representation shall have any effect unless agreed in writing by an authorised official of NDL.
2.3. No order placed by the Client shall be deemed to be accepted by NDL until a written acknowledgement of order is issued by NDL or, if earlier, NDL delivers the Goods to or performs the Services for the Client.
2.4. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such address as may at the relevant time have been notified pursuant to this provision to the party giving the notice and may be delivered personally or by fax, first class recorded delivery post or first class air mail letter. A notice shall be deemed to have been served (if personally delivered) at the time of delivery or (if sent by first class recorded delivery post) forty-eight hours after posting or (if sent by first class air mail letter) ninety-six hours after posting or (if sent by fax) at the time of transmission.
2.5. The Client may not assign, transfer, charge or deal in any other manner with the Contract or any of its rights under it, nor purport to do any of the same, nor subcontract any or all of its obligations under the Contract without having obtained the prior written consent of NDL.
2.6. NDL shall be entitled to assign its rights under the Contract and sub contract any or all of its obligations under the Contract to any third party.
3. PRICE
3.1. The price for the Goods and Services shall be as listed in NDL's price list as at the date of delivery in the case of the Goods or on the date of performance in the case of the Services.
3.2. In addition to the price applicable, the Client must pay all value added tax (if applicable), any other taxes, levies or duties, carriage, insurance costs, loading and unloading costs.
3.3. The Client will have to pay an additional delivery charge (which NDL will tell the Client about) if the Client requires NDL to deliver the Goods or to provide the Services outside normal working hours.
3.4. NDL may revise its price lists from time to time without telling the Client but NDL will only increase the price for the Contract between the date of the Client's order and when it deliver the Goods and/or provides the Services if there is an increase in the cost of raw materials, labour and/or other production costs, changes in the types or rates of tax contributions or levies.
3.5. NDL will be entitled to invoice the Client at any time following delivery of the Goods and/or provision of the Services to the Client.
3.6. The Client shall notify NDL in writing of any changes in its name, address or other circumstances that may affect the payment of accounts at least 14 days in advance of the date of effect.
4. PAYMENT AND CANCELLATION
4.1. Payments but, without limitation, including payment for advertising space shall be made within 30 days of the date of invoice and shall be in the currency stated on the invoice without any deduction, set-off or withholding whatsoever. Time for payment shall be of the essence.
4.2. No payment shall be deemed to have been received until NDL has received cleared funds.
4.3. NDL reserves the right to claim interest on overdue amounts at a rate of 2% per month or the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998, whichever is higher, together with all reasonable costs of collection and any fixed compensation entitlements under the Late Payment of Commercial Debts (Interest) Act 1998.
4.4. If any payment by the Client is overdue on this or any other Contract or the Client shall enter into any composition or arrangement with its creditors, or if being an incorporated company the Client shall have a receiver or administrator appointed or shall pass a resolution for winding up or a court shall make an order to that effect or if not being an unincorporated company the Client shall have a receiving order made against it or if the Client ceases or threatens to cease to carry on business or if there shall be any breach by the Client of any of these Conditions, NDL may cancel the Contract and suspend further deliveries of Goods to and/or performance of the Services for the Client until payment of all outstanding amounts is made in full. If NDL cancels any Contract, payments owing by the Client on all Contracts shall become payable to NDL immediately (whether or not otherwise due at the time of cancellation by NDL) and the Client's right to possession of the Goods shall terminate.
4.5. The Client will pay, on demand and on a full indemnity basis, all costs and expenses (and VAT) which NDL may from time to time incur by reason of the Client's failure to perform its obligations under the Contract.
4.6. Orders may not be cancelled without NDL's prior written consent. Where cancellation is agreed, the Client shall indemnify NDL in full for all reasonably incurred costs, expenses, materials, labour, and loss of profit directly attributable to the cancelled order.
4.7. If the Client is a Limited Company or Limited Liability Partnership, Nexus Dental Laboratory Ltd ("NDL") may, at its discretion, request a Director or Partner to enter into a separate written personal guarantee of payment. Unless such a guarantee is executed, liability for payment shall rest solely with the Client entity.
5. DELIVERY
5.1. Delivery shall take place on dispatch of the Goods from NDL's premises unless otherwise agreed in writing.
5.2. Where NDL arranges carriage, risk in the Goods shall pass to the Client upon delivery to the first carrier. NDL shall take reasonable care in selecting the carrier and, if requested by the Client, will arrange transit insurance at the Client's cost.
5.3. If the Client fails or refuses to take delivery on the agreed date, or fails to provide adequate delivery instructions, risk shall pass as if delivery had occurred. NDL may store the Goods at the Client's cost (including reasonable insurance) and shall be entitled to invoice the Client as if delivery had taken place and shall be entitled to recover all reasonable costs and expenses arising from such delay.
5.4. NDL shall have no liability for non-delivery or short delivery unless notified by the Client in writing within two working days of due delivery date. If written notification is received NDL's liability for non-delivery or short delivery shall be limited to replacing the Goods within a reasonable time or issuing a credit note against any invoice raised for the relevant Goods. If the Client does not notify NDL within this time limit, the Client shall be deemed to have received the Goods and shall be bound to pay the price as if the Goods had been delivered.
6. PASSING OF RISK AND PROPERTY
6.1. Risk of loss, damage or deterioration in the Goods shall pass to the Client when despatched from NDL's premises.
6.2. Ownership of the Goods shall not pass to the Client until NDL has received full payment of all sums due to NDL on any account. Until ownership of the Goods has passed to the Client, the Client as bailee shall keep them safe, insured and separate and identifiable from all other Goods in its possession at no cost to NDL. If monies on any account become overdue, the Client grants NDL, its agents and employees an irrevocable licence at any time (in addition to any other rights it may have) to enter any land or buildings where the Goods are located in order to inspect them, or where the Client's right to possession has terminated to repossess and sell the Goods.
7. DEFECTS AND INSPECTION OF GOODS
7.1. NDL warrants that Goods will conform in all material respects with the agreed specifications at the time of delivery. Except as expressly stated in these Conditions, all other warranties, conditions and terms implied by statute or common law (including but not limited to those relating to satisfactory quality and fitness for purpose) are excluded to the fullest extent permitted by law.
7.2. The Client must notify NDL in writing of any apparent defect in the Goods within 14 days of delivery. In the case of latent defects that are not discoverable on reasonable inspection at delivery, the Client must notify NDL within 14 days of discovery, and in any event, no later than 3 months after delivery. Notice must not be made by a consignment note.
7.3. The Client shall not be entitled to reject the Goods and shall be bound to pay the price if it fails to comply with condition 8.2. It is the responsibility of the Client (at its own expense) to return defective Goods to NDL's premises for inspection if requested to do so by NDL within 14 days of delivery. For the purposes of condition 8.2, time shall be of the essence.
7.4. Where the Client complies with conditions 8.2, at NDL's discretion, NDL shall replace or repair the defective Goods or refund the price to the Client. NDL shall have no further liability to the Client for any defect in the Goods in any event.
8. EXPORT TERMS
8.1. Unless any special terms are agreed in writing between authorised representatives of the Client and NDL, where the Goods are supplied for export from the United Kingdom the Client shall be responsible (at its own expense) for complying with any legislation or regulations governing the importation of the Goods into the country of destination (including obtaining relevant licences, permits and permissions) and for the payment of any duties and for supplying all relevant details to the Seller where delivery is to be made at the Client's premises
8.2. Unless the Goods are to be collected by the Client or its carrier from NDL's premises, the Goods shall be delivered at the Client's nominated premises (as agreed by NDL).
9. LIABILITY
9.1. The total liability of NDL, its employees and agents for all claims arising out of or in connection with the Contract (whether in contract, tort, negligence or otherwise) shall be limited to the greater of:
(a) the Contract price; or
(b) £50,000;
But in no event shall NDL's liability exceed the amount of professional indemnity or product liability insurance maintained by NDL in respect of such claim.
Nothing in these Conditions excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability which cannot be excluded under English law.
9.2. NDL shall not be liable for any loss of profit or for any indirect or consequential loss or depletion of goodwill or loss of business nor costs, expenses or other claims for consequential compensation whatsoever that arises out of or in connection with the Contract.
9.3. NDL shall not be liable for any delay in or failure to perform its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control, including but not limited to:
If a Force Majeure event prevents NDL from performing its obligations for more than 30 consecutive days, either party may terminate the Contract by written notice without liability, save that the Client shall remain liable to pay for any Goods delivered or Services performed prior to termination and NDL shall refund any advance payments received for Goods or Services not provided.
10. CREDIT SEARCHES
10.1 When the Client applies to open a credit account, NDL will check the following records about the person submitting the credit account application on behalf of the Client, the Client and its business partners: (i) NDL's own records, (ii) personal and business records at Credit Reference Agencies (CRAs) - when CRAs receives a search it will place a search footprint on the business credit files that may be seen by other lenders and they will supply to NDL both public (including the electoral register) and shared credit and fraud prevention information, (iii) those at fraud prevention agencies (FPAs), (iv) if the person submitting the Order on the Client's behalf is a director, NDL will seek confirmation from CRAs that the residential address that is provided is the same as that shown on the restricted register of directors' usual addresses at Companies House.
10.2 NDL will make checks such as assessing the credit account application for credit and verifying identities to prevent and detect crime and money laundering and may also make periodic searches at CRAs and FPAs to manage the Client's credit account with us.
10.3 Information on credit account applications will be sent to CRAs and will be recorded by them, including information on the Client's business and its proprietors and CRAs may create a record of the name and address of the Client's business and its proprietors if there is not one already.
10.4 If the Client does not repay any amounts in full and on time, CRAs will record the outstanding debt. This information may be supplied to other organisations by CRAs and FPAs to perform similar checks and to trace whereabouts and recover debts owed. Records remain on file for six years after they are closed, whether settled or defaulted.
10.5 If the credit account application contains false or inaccurate information and NDL suspects or identifies fraud NDL will record this and may also pass this information to FPAs and other organisations involved in crime and fraud prevention.
10.6 If the Client does not make payments owed to NDL, NDL may trace whereabouts and recover debts.
10.7 NDL and other organisations may access and use from other countries the information recorded by fraud prevention agencies.
10.8 Personal data provided by the Client will be processed in accordance with the UK GDPR and the Data Protection Act 2018. NDL shall act as an independent data controller in relation to such personal data unless otherwise agreed in writing. Further details on how NDL processes personal data are available in its Privacy Notice, a copy of which can be provided upon request.
11. SEVERABILITY
If any competent authority holds any provision of these conditions to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected by it.
12. CHOICE OF LAW AND JURISDICTION
Any Contract shall be governed and construed in accordance with English law. NDL and the Client each submit to the exclusive jurisdiction of the English Courts.
