Terms and Conditions
TERMS AND CONDITIONS OF SALE
The following standard terms and conditions apply to every contract or arrangement entered into by Us for the supply of Goods and/or Services to You.
In these Terms:-
- the following words and expressions have the following meanings:-
8:30am to 5:30pm Monday to Thursday, 08:30am to 5:00pm Friday (inclusive) other than on public holidays in England;
a Person authorised by Us to enter into, amend or vary contracts on Our behalf, and who We notify You as being so authorised;
the contract between Us and You for the provision of the Goods and/or Services, subject to the Terms;
the condition and/or any attribute of the Goods (or Services) (including, but not limited to, failure to perform to the required standard), and/or any other circumstance, which would but for these Terms, entitle You to bring a claim against Us (whether for breach of contract, negligence, breach of statutory duty, or otherwise);
the address set out in the Order or Quotation for delivery of the Goods;
the goods specified in the Quotation, or the Order, to be sold by Us to You (including any instalment of the Goods or any part of them);
any direct loss, including (without limitation), loss by reason of damage, deterioration, delay, non-delivery, mis-delivery, the costs of labour and materials expended in the performance of the Contract, and (without limitation) any consequential, special, indirect, incidental or punitive damages or loss of profits, expenses or anticipated profits, loss of business, loss of rent, depletion of goodwill or other form of economic loss, howsoever arising together with any costs, fees, damages, charges, penalties, fines, interest, or other expenses;
a calendar month (and “Monthly” shall be construed accordingly);
the digital, verbal or written order placed by You with Us for the supply of Goods (or Services);
the acknowledgement of the Order submitted by Us to You;
any individual, body corporate, limited liability partnership, governmental body or any entity having a separate legal personality;
the monies payable by You to Us in return for the provision of the Goods (and/or Services) pursuant to the Contract, as set out in the Quotation or the Order;
the quotation submitted by Us to You for the supply of Goods (and/or Services);
the services We are to provide to You under the Contract, as set out in the Quotation or the Order;
any terms or conditions relating to the Goods(or Services) which are set out in the Quotation or the Order and which are agreed by Us;
the terms and conditions for the sale and supply of Goods (and/or Services) as set out in this document, together with any Special Conditions;
“Us”, “We”, “Our”
Swallow Dental Supplies Limited (CRN 03652780), trading as Swallow Dental;
the Person who enters into the Contract with Us, and who accepts provision of the Goods (and/or Services), whose details are set out in the Quotation or the Order;
any form of written communication, but where Writing is specified, communication by email must be following up by a written letter properly addressed to Us (FAO the directors at Our registered office).
- the singular includes the plural and vice versa, and words importing one gender include all genders.
- headings are for ease of reference only.
- THE CONTRACT
- All Quotations are made, and all Orders are accepted, subject to these Terms.
- Only these Terms apply to the Contract, and also to all other contracts or arrangements between Us and You for the provision of any Goods and/or Services (other than any Special Conditions relevant to particular contracts). These Terms override any other terms, conditions or warranties You may seek to impose. Your acceptance of the Goods (and/or Services) (or any part thereof) shall be conclusive evidence that these Terms are accepted by You. These Terms supersede any previous terms and conditions which may have regulated dealings between Us and You.
- No amendment or variation to the Contract is valid unless agreed to in Writing by a Company Signatory. The names of Our Company Signatory will be notified to You from time to time.
- The latest version of these Terms is available on Our website. We reserve the right to amend these Terms from time to time by giving 20 Business Days’ notice. If You do not agree to Our proposed amendments, then You must notify Us in Writing of Your objections within 10 Business Days of receipt of Our notice. If You do not do so within that time period, You will be deemed to have agreed and accepted Our variation to the Terms as notified to You, which will take effect from the expiry of 20 days from the date of Our notice.
- No Contract shall have been formed until the Quotation has been signed by You or on Your behalf or We have accepted the Order (which can be confirmed orally, but which will not be deemed to have been accepted until We have submitted the Order Acknowledgement to You).
- The Quotation is available for acceptance for a maximum period of 30 Business Days from the date when given and may be withdrawn by Us within such time at any time by oral or written notice.
- Once a Quotation has been accepted by You, or an Order has been accepted by Us, it may not be cancelled by You except with Our written agreement and on terms that You shall indemnify Us in full against all Loss incurred by Us as a result of such cancellation, including Our reasonable administrative costs relating thereto.
- Once rejected by You, a Quotation will not be capable of being subsequently accepted by You unless agreed in Writing with Us or unless reissued by Us.
- Any advice or recommendation given by Us or Our employees or agents to You or Your employees or agents as to the Goods of the Services which is not confirmed in Writing by Us is followed or acted upon entirely at Your own risk, and accordingly We shall not be liable for any such advice or recommendation which is not so confirmed. You confirm to Us that You have not relied on, nor been induced to enter into the Contract by, any representation, promise or other statement not recorded in the Terms.
- You shall be responsible for ensuring the accuracy of the terms of the Order, and shall give Us all information necessary to enable Us to proceed with the Contract. Any failure so to do will allow Us to charge You monies (in addition to the initially agreed Price) for any delay or additional work necessary, or to terminate the Contract by immediate Written notice.
- The quantity and description of and any specifications for the Goods shall be those set out in the Quotation (if accepted by You) or the Order (if accepted by Us on the Order Acknowledgement). It is Your responsibility to ensure the accuracy of the terms of any Order (including any applicable design, or specification).
- We reserve the right to make any changes in the specification of the Goods, which do not materially affect the quality or performance of the Goods.
- Whilst We take every precaution in the preparation of Our catalogues, technical circulars, price lists and other literature, these documents are for Your general guidance only and statements included in these documents shall not constitute representations by Us and We shall not be bound by them.
- THE PRICE
- The Price shall be that set out in the Quotation (if accepted by You), or the Order Acknowledgement.
- We reserve the right, at Our option, to require payment of the Price in full or in part, or the payment of a non-refundable deposit, prior to despatch of the Goods or performance of any Services, and reserve the right to withhold delivery of the Goods or performance of any Services or any part of them until such payment is received.
- We reserve the right, by giving notice in writing to You at any time prior to completion of the Contract, to increase the Price to reflect any increase in the cost to Us in executing the Contract due to any factor beyond Our control (including, without limitation, any increase in the costs of labour, raw materials or overheads, currency fluctuations, or any change in delivery dates, quantities or specifications for the Goods arising as a result of any error or omission or changes deemed necessary by You, or any delay or interruption in the Contract not attributable to Us).
- All Prices are exclusive of VAT and similar taxes, which You shall be additionally liable to pay to Us upon presentation of a suitable invoice from Us.
- If We quote You a Price in respect of a specified quantity of Goods, and You then place an Order for less than that specified quantity, We may review and adjust the Price to reflect such reduction, and You will be deemed to have accepted any such adjusted Price unless You notify Us to the contrary in Writing within three Business Days of receipt of Our notifications of the adjusted Price.
- We have the option of supplying any Goods ordered by You in imperial measurements in the nearest equivalent metric measurements and the Goods may be charged in metric measure allowing for conversions.
- Occasionally there may be information on Our website or in the Services that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website information is inaccurate at any time without prior notice (including after you have submitted Your order).
- We undertake no obligation to update, amend or clarify information in the Services or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
- We will invoice You for all Goods supplied on shipping (or upon notification that such Goods are ready for collection), or upon performance of the Services.
- If You open an account with Us, You must pay for all Goods or Services purchased within 30 days from the invoice date.
- Interest on overdue amounts shall accrue from the date when payment became due until the date of payment at the rate of 8% per annum (calculated and compounded daily) and shall accrue at such a rate both before and after judgment. You agree to reimburse Us all costs and expenses (including legal costs on a full indemnity basis) incurred in the collection of any overdue account. Interest is only charged when court claims are submitted.
- If You fail to make any payment due to Us on the due date, then without prejudice to any other right or remedy available to Us, We shall be entitled to immediately cancel or suspend the Contract so far as any Goods which remain to be delivered, or Services which remain to be performed, by Us, by giving written notice to that effect to You.
- If You have an account with Us, We may require You to set up Monthly Direct Debit payments to Us. We may make an administration charge, and also charge for any additional costs incurred in processing payments not made in accordance with this Term.
- No right of set off shall exist in respect of any claim by You against Us unless and until such claim is accepted by Us in Writing (including the amount of any such claim that We accept), and You are not entitled to withhold all or any part of any sum which has become due to Us under the Contract (or under any other contracts or agreements with Us).
- If Goods are delivered and the quantity of such delivery is proven to be short of the amount set out in the Order Acknowledgement or Quotation, You will still be liable to pay the Price for the quantity of Goods actually delivered.
- We may set off any monies You owe Us against monies We owe You, at any time.
- Time of payment of the Price is of the essence of the Contract.
- If the Goods are to be delivered in instalments, then We reserve the right to invoice You on the shipment of each instalment separately, and You shall pay for such invoices in accordance with these Terms. If You fail to pay any instalment of the Price when due, then (without prejudice to any other right or remedy We may have), the whole of the Price for each remaining instalment shall become immediately due and payable (irrespective of the non-delivery).
- Delivery shall be effected:-
- when You collect the Goods from Our premises; or
- when the Goods leave Our premises (whether carried by Us or by an independent carrier) for delivery to You at the Delivery Address; or
- such Goods leave the premises of Our supplier (if Goods are to be delivered direct from Our supplier to You at the Delivery Address).
- Delivery dates are given in good faith, but are estimates only.
- Time for delivery shall not be of the essence of the Contract.
- For the avoidance of doubt, and without detracting from any other provisions of the Terms, We shall not be liable for any Loss whatsoever (including for the avoidance of doubt of any liability to any third party) resulting from any delay in delivery of the Goods, or failure to deliver the Goods in a reasonable time – whether such delay or failure is caused by Our negligence or otherwise howsoever.
- Other than in respect of hospital orders, which will be delivered in one delivery, and invoiced accordingly, We reserve the right to make delivery by instalments and tender a separate invoice in respect of each instalment. Our failure to deliver any one or more instalments or any claim by You in respect of any one or more instalments, shall not entitle You to treat the Contract as a whole as repudiated.
- The Price agreed includes Our normal delivery charges but We may make an additional charge if We incur further costs or expenses such as (but not limited to):-
- those caused by delivery of less than a full load;
- complying with Your request for delivery outside Our normal delivery pattern or trading by instalments;
- You must provide the necessary labour for unloading the Goods at the Delivery Address and unloading is to be completed with reasonable speed. If Our delivery vehicle is kept waiting for an unreasonable time, or if obliged to return without completing delivery, or if We provide additional staff to unload Goods, an additional charge will be made.
- If You fail to take delivery, accept or collect the Goods within the agreed time, in Our discretion, We will contact You about Your order upon receiving the Goods back and if You wish to cancel, return Goods to stock. If You wish to proceed with the order it will be re-sent.
- If You collect Goods from Us, You are solely responsible for size, weight and positioning of the load on the vehicle. You will be responsible (and We accept no liability) for any damage caused to Your vehicle by overloading or incorrect distribution of the load.
- If the Goods are to be deposited other than on Your private premises, You shall be responsible for compliance with all regulations, and for all steps which need to be taken for the protection at all times of Persons or property.
- You will indemnify Us in respect of all Losses We may incur as a result of delivery in accordance with Your instructions. This indemnity will be reduced in proportion to the extent that such Losses are due to Our proven contributory negligence.
- You shall inspect the Goods at the place and time of unloading or collection, but nothing in the Terms shall require You to break packaging and/or unpack Goods which are intended to be stored before use.
- You must advise Us by telephone immediately and give Us Written notice within three Business Days of unloading any claim for short delivery.
- If You do not give Us that notice within that time, the Goods will be deemed to have been delivered in the quantities shown in the delivery documents.
- You shall not be entitled, and irrevocably and unconditionally waive any rights to reject the Goods or claim any damages whatsoever, for short delivery howsoever caused.
- Our liability for short delivery is limited to making good the shortage or correcting shipments.
- Where it is, or would have been, apparent on a reasonable Inspection that the Goods are not in conformity with the Contract or (where the Contract is a contract for sale by sample) that the bulk does not compare with the sample, You must advise Us by telephone immediately, and give Us Written notice within three Business Days of inspection.
- If You fail to give Us that notice within that time, the Goods will be deemed to have been accepted and You shall not be entitled, and irrevocably and unconditionally waive any rights, to reject the Goods.
- TITLE AND RISK
- Risk in the Goods shall pass to You when the Goods are delivered, or if You wrongfully fail to take delivery of the Goods, at the time when We have tendered delivery of the Goods.
- Title to the Goods shall not pass to You until We receive payment in full (in cash or cleared funds) for the Goods, and other goods and/or services that We have supplied to You and all other monies that You owe to us, in which case title to the Goods shall pass at the time of payment of all relevant sums.
- Until title to the Goods has passed to You, You shall:-
- store the Goods separately from all other goods held by You so that they remain identifiable as Our property;
- not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
- maintain the Goods in satisfactory condition and keep them insured against all risks at their full price from the date of delivery; and
- give Us such information relating to the Goods as We may require from time to time.
- If before title to the Goods passes to You, You become subject to any of the events listed in Term 7.8 then, without limiting any other right or remedy We may have:-
- Your right to resell the Goods or use them in the ordinary course of business ceases immediately; and
- We may at any time:-
- require You to deliver up all Goods in Your possession which have not been resold, or irrevocably incorporated into another product; and
- if You fail to do so promptly, enter Your premises or the premises of any third party where the Goods are stored in order to recover them (without notice).
- In the event of Term 22.214.171.124 applying, You (by entering into the Contract) grant to Us, or Our agents, an irrevocable licence to enter Your premises to recover and remove the Goods and recover all sums owing to Us (including the costs of Our having taken such action). If the Goods are not situated at Your premises, but at the premises of a third party with whom You have contracted, then You shall procure that We (or Our agents) are granted rights of access to that third party’s premises, and shall be permitted to remove the Goods from those premises. To facilitate this right You (by entering into this Contract) irrevocably authorise Us (or Our agents) to act as Your attorney when dealing with such third party. This right shall continue to subsist notwithstanding the transaction of the Contract, and shall be without prejudice to any other rights We may have under the Contract.
- You shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain Our property, but if You do so, then all monies owing by You to Us shall (without prejudice to any other right or remedy We may have) become immediately due and payable.
- Notwithstanding the provisions of Terms 7.1 to 7.6, We may bring an action for the Price at any time after the Price has become payable under these Terms.
- If any of the following events occur, then the provisions of Terms 7.4 and 7.6 shall apply:-
- if Term 4.4 applies; or
- If You become Insolvent.
- Insolvent means:-
- You are unable to pay Your debts as they fall due within the meaning of section 123 of the Insolvency Act 1986;
- a receiver, administrative receiver, liquidator or other licenced insolvency practitioner is appointed over any of Your assets;
- You (being an individual) are made bankrupt or a petition for Your bankruptcy is lodged;
- the passing of a resolution for voluntary winding up, or the summary of a meeting to pass such a resolution without Our prior Written approval;
- a petition is presented for Your winding up, or for an administration order in relation to You.
- Where We are not manufacturer of the Goods We shall use commercial endeavours to transfer to You the benefit of any warranty or guarantee given to Us. Any such Goods only carry the manufacturer’s guarantee or warranty.
- We warrant that Goods(subject to the other provisions of these Terms) on delivery will:-
- be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
- be reasonably fit for purpose; and
- be reasonably fit for any particular purpose for which Goods are being bought if You made known that purpose to Us in Writing and We have confirmed in Writing that it is reasonable for You to rely on Our skill and judgment.
- We warrant to You that the Services will be performed with reasonable skill and care.
- We shall not be liable for a breach of any of the warranties in Term 8.2 unless You notify Us of any such potential breach in Writing and We are given a reasonable opportunity after receiving notice of examining such Goods.
- We shall not be liable for a breach of any of the warranties in Term 8.2 if:-
- You make any further use of such Goods after giving such notice; or
- You fail to provide Us with the correct specifications for the Goods; or
- the Defect arises because You have failed to follow Our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
- You alter or repair the Goods without Our written consent; or
- the Defect arises from fair wear and tear; or
- the Defect arises from wilful damage, negligence, abnormal working conditions, failure to follow British standard or industry instructions relevant to the use or storage of the Goods; or
- the Defect would have been apparent on a reasonable inspection under Term 6.1 at the time of unloading, unless You advise Us by telephone immediately and give Written notice of such potential claim to Us within three Business Days of such unloading; or
- the Defect is discovered within four Months of the date of delivery, unless You give Us Written notice of the Defect within three Business Days of discovery of the alleged Defect; or
- in any case where the Defect is discovered after the warranty period ends for that product.
- Subject to Terms 8.4 and 8.5 if any of the Goods do not conform with any of the warranties in Term 8.2 We shall, at Our option, repair and replace such Goods (or the defective part) of such Defect being proven, or refund the Price of such Goods at the pro rata Contract rate.
- If We comply with Term 8.6 We shall have no further liability for a breach of any of the warranties in Term 8.2 in respect of such Goods.
- LIMITATION OF LIABILITY
- Subject to Term 9.2 the following provisions set out Our entire financial liability (including any liability for the acts or omissions of Our employees) to You in respect of:-
- any breach of these Terms;
- any representation, statement, misstatement or tortious act of omission including negligence arising under or in connection with the Contract.
- All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
- Nothing in these Terms excludes or limits Our liability:-
- for death of personal injury caused by Our negligence; or
- under section 2(3) Consumer Protection Act 1987; or
- for any matter which would be illegal for us to exclude or attempt to exclude Our liability; or
- for fraud or fraudulent misrepresentation.
- Subject to Term 9.2 and Term 9.3 Our total liability in contract, tort (including negligence or breach of statutory duty) misrepresentations, restitution, mis statement or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the Price.
- Subject to Term 9.2, 9.3 and 9.4 We shall not be liable to You for any Loss caused directly or indirectly by Our actions, inactions, breach of contract, negligence, misrepresentation, misstatement or breach of statutory duty.
- If You instruct Us to manufacture any Goods which infringe the intellectual property of a third party, then You shall be liable for any such infringement and shall fully and effectively indemnify Us on demand against any Loss We may suffer or incur as a result of or flowing from such infringement.
- If We manufacture any Goods to Your design and specification, and those Goods themselves prove to be defective, faulty, unsatisfactory or dangerous, or cause harm or damage to Persons, on account of their design and specification, then You shall fully and effectively indemnify Us on demand against any Loss We may suffer or incur (in respect of any claim by third parties or otherwise) as a result of or flowing from the manufacture of such Goods.
- You agree that where the Goods (being electrical equipment) become a waste in accordance with Directive 2002/96/EC (including any amendments and re-enactments thereof) and all applicable Member State implementing regulations and laws (together known at the “WEEE Directive”), You agree to bear the responsibility for ensuring and financing all costs of collection, treatment, recovery and environmentally sound disposal of the Goods in accordance with the WEEE Directive. In addition, You also agree to bear responsibility for compliance with such requirements and financing all such costs in respect of any Goods (being electrical equipment) which are being replaced by Goods as a new equivalent product or as a new product fulfilling the same function. Additionally You agree to indemnify and hold harmless Us and any other Person who is the producer of the Goods within the meaning of the WEEE Directive from all such costs referred to in this Term.
You cannot assign or transfer the Contract (or any of Your rights or obligations made under it) without Our prior written consent.
- EXCUSABLE EVENTS
We will make reasonable commercial efforts to honour Our obligations to You. However, if We are unable to do so because of events or circumstances beyond Our reasonable control (including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, power failure, fuel shortages, inclement weather, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials), then We will give You verbal or written notice of those circumstances within a reasonable time of their occurrence.
- Each right or remedy of Ours under the Contract is without prejudice to any other rights and remedy of Ours whether under the Contract or not.
- If any provision of the Contract is found by any court, tribunal, or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, be to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provisions shall continue in full force and effect.
- Failure or delay by Us in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of Our rights under the Contract.
- Any waiver by Us of any breach of, or any default under, any provision of the Contract by You shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
- It is not intended that any terms of the Contract shall be enforceable by virtue of the Contract (Right of Third Parties) Act 1999 by any Person that is not a party to it.
- This Contract shall be governed by and construed in accordance with English law, and You submit to the exclusive jurisdiction of the English courts in the interpretation of the Contract of the resolution of any dispute arising under it.
- Routine transmissions between Us and You may be undertaken by email to the relevant email address supplied by each one to the other.
- All communications between Us and You or about the Contract shall be in Writing and delivered by hand, emailed or sent by pre-paid recorded post.
- CORRESPONDENCE BY EMAIL
Whilst We have taken all reasonable precautions in the scanning of emails and attachments prior to leaving Our network, We cannot accept liability for any Loss arising from the alteration of the contents of any email or attachment, or as a result of any virus being passed on. It is Your responsibility to take all prudent safeguards in relation to the prevention or corruptions of Your systems by viruses.