ukdentech Ltd Standard Terms & Conditions of Sale
These terms and conditions (“Conditions”) shall apply to all trading between UKDentech Limited (‘UKD’), whose registered office is at Leigh House 28-32 St Paul's Street, Leeds, LS1 2JT, United Kingdom and the dentist or laboratory or any other customer (‘Buyer’) ordering custom made dental appliances (‘dental appliance’, ‘work’, ‘product’, ‘goods’) from UKD.
Buyer accepts that it or the ultimate dental patient is NOT a party to the agreement between Buyer and UKD.
These Conditions shall govern all Contracts between UKD and its customers, including Buyer. These Conditions shall exist in addition to any rights implied by law. Whilst UKD may from time to time agree reasonable modifications to these Conditions with Buyer such agreement (which must be in writing) cannot be inferred from a course of behaviour.
In these conditions:
Buyer means either:
the Prescribing Dentist who orders Goods from UKD and which order is accepted by UKD;
the person who accepts a Quotation either on their own right or on behalf of a Prescribing Dentist or Dental Practice.
Conditions mean these standard terms and conditions of supply and includes any special terms and conditions agreed in writing between Buyer and UKD.
Contract means the contract for the purchase and sale of the Goods.
Dental Practice means the dental practice hiring the Prescribing Dentist
Goods mean the goods which UKD agrees to supply in accordance with these Conditions.
Order means an order for goods placed by Buyer on UKD’s or Buyer’s prescribed prescription form, whether online or in physical form.
Prescribing Dentist means the dentist responsible for treatment to the dental patient.
Price means the sum payable for the Goods pursuant to Clause 4.
Quotation means a quotation for the supply of Goods issued by UKD to a prospective Buyer.
UKD means UKDentech Limited, a company registered in England & Wales with company number 08307539 and registered office Gateway House, Tollgate, Chandler’s Ford, SO53 3TG, United Kingdom trading as UKDentech.
2. BASIS OF THE SALE
UKD shall sell and Buyer shall purchase the Goods in accordance with any written Quotation which is accepted by Buyer (Quotations remain opened for acceptance for 7 days after their date of issue) or any Order from Buyer in the form of a prescription form which is accepted by UKD, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions.
Orders received by UKD shall be deemed accepted unless UKD shall notify the Buyer (by telephone or email as appropriate) to the contrary within 5 working days of actual receipt of the Order by UKD.
3. ORDERS & SPECIFICATION
The quantity, quality and description of any specification for the Goods shall be those set out in the Quotation (if accepted by Buyer) or the Order (if accepted by UKD).
Buyer (either direct or through authorised appointees or representatives) shall be solely responsible for providing UKD with all necessary instructions, information and accurate impressions and drawings for the creation of the Goods.
UKD shall be entitled to rely upon and use such instructions, information and impressions without question.
UKD shall not be responsible for any shortcomings or inaccuracies in such instructions, information and impressions.
Terminated or cancelled cases will be charged for up to the point of cancellation. Buyer acknowledges that in some circumstances this may mean that the full price of the Order will be payable.
The price for the Goods shall be as specified on UKD’s price list (available on request) at the date of acceptance of the Order or as stipulated in the Quotation. UKD reserves the right to amend its price list at any time in its absolute discretion. UKD will endeavour to send current clients a new price list at least one month before it comes into force but is not obliged to do so.
All prices quoted are in £ sterling unless otherwise specified.
Please note that under current UK legislation the supply of dental prostheses (including dentures, artificial teeth, crowns, bridges, palates and other orthodontic appliances) are exempt from VAT. UKD reserves the right to add VAT at the prevailing rate to the price of all Goods where required to do so by legislation.
All payments due to UKD under these Conditions shall be made in pounds sterling and without right of set-off or counterclaim and free and clear of any deduction or withholding whatsoever unless the same may be required by law.
All work done or Goods supplied remain the property of UKD until payment is received.
Unless otherwise specifically agreed in writing between UKD and Buyer, payment is due at the time of despatch of the Goods.
Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2.5% per month above the NatWest base rate from time to time in force.
Buyer shall indemnify UKD against all costs of recovery (either of the Goods, the Price or the interest as appropriate) including without limitation legal fees, costs and disbursements reasonably incurred.
Any banking charges incurred by UKD in respect of dishonoured cheques will be payable by Buyer.
Buyer agrees that in exceptional circumstances, including where the Prescribing Dentist fails to make payment, the Dental Practice is jointly responsible for payment and hereby acknowledges that they are authorised so to commit the Dental Practice.
UKD reserves the right to take legal steps – with prior notice – if Buyer fails to settle its account within one month of receipt by Buyer.
All further deliveries to Buyer or to cancel the Contract so far as any Goods remain to be delivered in the event that Buyer or the Prescribing Dentist has failed to settle any outstanding invoices by their due date, whether related to the Contract or otherwise.
UKD reserves the right to suspend any work in progress if the account of any of the Prescribing Dentists in a Dental Practice remains unpaid for over 30 days.
UKD reserves the right to suspend a credit account in the event of non-payment. The Prescribing Dentist acknowledges that
UKD may levy an administration fee of £10.00 per unpaid case in such circumstances. The Prescribing Dentist acknowledges that any cost or loss of income to the Prescribing Dentist as a result of its credit account being suspended is not the responsibility of UKD.
6. UKD GUARANTEE
Dental products created by UKD carry a full UKD guarantee. This guarantee is your assurance that your products have been carefully manufactured by UKD using quality materials selected by us to meet your patients’ needs.
PRODUCT GUARANTEE PERIOD
Crowns and Bridges 1 year
Veneers 6 months
Removable prosthetics Variable < 2 months
If within the guarantee period the Goods prove defective in circumstances of normal use, UKD will at its cost rectify any defect and the Goods will be adjusted or remade free of charge.
Please note this guarantee does not cover any defect arising from incorrect prescription or fitting, (please see our terms and conditions regarding Remakes) nor in case of restoration failure due to oral health problems.
No guarantee can be given on products replacing immediate extractions. Damage caused by physical trauma or impact (for instance due to high risk sports) is specifically excluded from our product guarantees.
All work will be completed by UKD as per the instructions from the Buyer on the Order.
Save as provided UKD warrants that the Goods will correspond with their specification as set out in the Order.
The Buyer shall accept reasonable tolerances in respect of colour, size and quality and acknowledges that the final Goods may differ from their expectations and/or indications shown on the prescription form insofar as the indications on the prescription may not be accurate.
All UKD products are guaranteed to fit the model based on the impression provided by the Prescribing Dentist. UKD cannot guarantee any dental appliance which is based on an impression which is not a true and accurate representation of the patients situation.
If, when casting models, UKD feels that the quality of the impression is not good enough to continue the work, UKD will inform client to discuss possible solutions. A new impression may be needed and – if so – remakes as a result of carrying on with the work by client, using the faulty impression, will result in new charges being applied.
UKD endeavours to interpret and follow client’s instructions correctly. If, however, a mistake is made, UKD will rectify the situation free of charge as quickly as production processes allow. UKD will not compensate the Prescribing Dentist’s fees, consequential losses (including loss of surgery time) or expenses of any kind.
Should the Goods not reflect the Order, the Buyer agrees to raise any problems with UKD and to return the Goods to UKD within 7 days of delivery (or within 48 hours of the relevant patient consultation where later).
After this period, UKD will only replace or repair any defective goods at its discretion.
UKD accepts no liability for any Goods fitted incorrectly by the Buyer, a technician or dental surgeon
Denture repairs or additions are not provided with a warranty, further repairs or adjustments may be chargeable at UKD’s reasonable discretion.
Save as expressly set out in these Terms and Conditions, no warranty, condition or representation, express or implied, (including but not limited to any implied warranties of merchantability or fitness for a particular purpose or any representation as to performance quality or absence of hidden defects) has been or is given by UKD, its servants or agents (with respect to or in respect of any dental products created by UKD).
All conditions and warranties which would otherwise be implied by statute, or under common law are hereby excluded to the fullest extent permitted by law. Although UKD will use all reasonable efforts to meet delivery dates, any and all delivery dates are estimates only. UKD shall not be liable to the Client for any loss or damage, whether direct, indirect or consequential arising out of any delay in delivering any dental products ordered from UKD which is accepted.
Buyer or the Prescribing Dentist is responsible for taking accurate impressions and ensuring that these are securely packaged to avoid any damage or distortion in transit. A dental appliance that fits the master model poured from the original impression supplied by Buyer and which is created to the specifications on the prescription of the Prescribing Dentist, but subsequently is requested to be remade, is not considered a remake and Buyer agrees shall be fully chargeable.
UKD may request a new impression in cases where the original impression contains false and/or inaccurate information. If Buyer or the Prescribing Dentist requests to continue with the original impression, any subsequent remakes will be charged for separately.
Where a remake is required, both the original and the remake Goods will be fully charged for if the remake instructions (including the shade requested) differ from the original.
When sending Goods back for alterations or to be remade, please send back the original impressions, models and restoration as well as new impressions if required. Failure to do so will result in the remake being treated as a new Order, and both will be charged for.
Remakes will be charged for if restorations fit the original model, but not the remake impression.
If Buyer returns a case but does not wish a remake, all dockets, models, preps, tray and restorations must be returned with written justification.
8. RESPONSIBILITIES OF BUYER
Buyer (and the Prescribing Dentist if different) acknowledge that the Prescribing Dentist takes full responsibility for the patient prescription including the selection of materials and fitting of the Goods in accordance with national regulations.
Buyer accepts responsibility for supplying properly and fully completed prescription forms, and acknowledges that UKD may at its discretion apply a £10 fee for all damaged, incomplete or missing forms.
Buyer acknowledges that the Prescribing Dentist is responsible for taking accurate impressions and ensuring that these are securely packaged to avoid any damage or distortion in transit.
UKD reserves the right to return the prescription form to Buyer and request new impressions to be provided if in its reasonable opinion the impressions or indications are deficient or imprecise, and Buyer agrees that UKD may charge a £10.00 administration fee for each received impression of inferior quality even if no product is produced.
If Buyer requests UKD to proceed with supplying the Goods after being advised by UKD that the impression is of a poor quality the Buyer acknowledges that the full price of the Goods will be due upon delivery, and UKD makes no warranty that the Goods will fit the patient.
Buyer agrees to ensure that all impressions have been appropriately decontaminated in surgery and agrees to pay a £25 fee for all impressions that have not been decontaminated in surgery or where blood is present on the impression.
All Goods are constructed to the specification supplied by Buyer. By fitting the Goods in the patient’s mouth, the Prescribing Dentist (and Buyer if different) accepts that UKD has produced the Goods to the specification and satisfaction of the Prescribing Dentist.
UKD does not accept any liability for any choking hazard caused by any manufactured dental appliance due to faulty prescription, poor fitting or misuse.
The Goods are used at Buyer’s own risk. No liability for injury sustained whilst using Goods produced by UKD is accepted save only to the extent that the Goods are faulty as a result of UKD’s negligence.
UKD will not be held responsible for errors in the prescription of the Goods or issues arising from the information on the prescription form.
The liability of UKD under the Contract or in tort shall not exceed the greater of the sums paid by Buyer under the Contract or such sum as shall be receivable by UKD in respect of any claim under any insurance policy effected by UKD from time to time.
UKD warrants that it maintains insurances and that the cover is better if these conditions apply.
UKD shall not be liable for an indirect or consequential loss (including loss of sales/profit, loss of production/goodwill/ opportunity/reputation, or packaging or distribution costs).
For the avoidance of doubt nothing shall limit or exclude the liability of UKD for death or personal injuring arising as a result of its negligence or the negligence of its agents.
Nothing in these terms and conditions shall restrict UKD’s liability to the extent such restriction is not permitted by law.
Without prejudice to any other remedy available, UKD shall be entitled to cancel the Contract or suspend any further deliveries under the Contract (without any liability to Buyer), in the event that:
The Buyer makes or proposes any voluntary arrangements with its creditors or becomes subject to an administration order or becomes bankrupt or goes into liquidation;
The Buyer ceases, or threatens to cease or carry on business;
The Buyer fails to make any payment on the due date under the Contract;
UKD reasonably believes that any of the events mentioned above is about to occur in relation to the Buyer.
In the case of the above events, the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
The client acknowledges that UKD will incur costs and expenses in order to perform any order placed with it and that once an order has been accepted by UKD it may not be cancelled without the express prior written consent of UKD which consent UKD may in its absolute discretion withhold.
11. INTELLECTUAL PROPERTY
All drawings, photographs, blueprints, illustrations, marketing literature, website illustrations and other designs relating to the Goods (“Designs”) (including all copyright, design right and other intellectual property in them) shall as between the parties be the property of UKD. Buyer is not entitled to make any use of the Designs other than for the purpose of this Contract.
Any inventions, modifications, improvements, techniques or know how effecting the Goods made or gained by UKD in the course of performing this Contract shall belong to UKD absolutely. All intellectual property rights in any dental products supplied by UKD (including but not limited to rights under patents, rights under any trade mark, copyright or design right) whether or not created in connection with the Client’s order for the dental products shall remain UKD’s exclusive property.
Neither party shall disclose to a third party use for its own purposes any confidential information or trade secrets of the other party.
Each party warrants that it has the necessary intellectual property rights to enable it to perform its contractual obligations and will forthwith inform the other on discovery of any infringement of intellectual property rights.
12. FORCE MAJEURE
UKD reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by Buyer (without liability to Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of UKD or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 30 days, Buyer shall be entitled to give notice in writing to UKD to terminate the Contract.
In the event of any disputes that cannot be resolved then upon the request of either party a senior representative of UKD and Buyer shall meet to discuss the problem and try to reach an acceptable compromise.
The parties will consider mediation as a method of resolving any dispute.
This agreement is personal to the parties hereto and cannot be assigned in whole or in part.
A person who is not a party to this agreement has no right under the Contracts (Right of Third Parties) Act 1999 to enforce any term of this agreement but this does not reflect any right or remedy of a third party which exists or is available independent from that Act.
Any of these provisions which may be unenforceable shall (to that extent) be severable.
The Contract shall be subject to English law and to the non-exclusive jurisdiction of the English courts.