DENTAL DIRECT LTD.  |  TERMS AND CONDITIONS OF SALE

1. Definitions

“the Company” shall mean Dental Direct Limited of Unit 38 Newcastle Manor Square, Newcastle, Dublin 22, Ireland; Company Reg. No. 513515, VAT No. IE 9844966H; “the Customer” shall mean any person or persons, firm or company who buys or agrees to buy Goods from the Company; “Goods” shall mean the goods ordered from the Company by the Customer; and “Order” shall mean the order placed by the Customer for the supply of the Goods to the Customer.

2. Conditions Applicable

2.1. These Terms and Conditions shall apply and govern all contracts for the sale of Goods by the Company where Goods are despatched by the Company to the Customer by mail order or delivery. Any variation of these Terms and Conditions or other terms and conditions or warranties whether communicated before or after these Terms and Conditions shall not be applicable unless expressly accepted by the Company in writing.

2.2. Acceptance of delivery of the Goods to the Customer shall be deemed conclusive evidence of the Customer’s acceptance of these Terms and Conditions whether hereunder or under general law.

3. Delivery

3.1. Delivery of the Goods shall be deemed to have taken place by the Company delivering or attempting to deliver the Goods to the place nominated by the Customer.

3.2. Delivery dates and times specified by the Company are approximate only (usually delivery takes up to 6 working days, excluding weekends and bank holidays, subject to stock availability). Unless expressly agreed by the Company in writing, delivery time is not and shall not be deemed to be of the essence of the contract. The Customer shall make all arrangements necessary to take delivery of Goods whenever they are submitted for delivery. If the Customer cannot accept delivery, the Company may re-arrange delivery and charge the Customer for the additional delivery costs incurred.

3.3. The Company may deliver the Goods in separate instalments; each delivery shall constitute a separate contract. The failure by the Company to deliver any one or more of the instalments or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the contract as a whole as repudiated.

3.4. Claims for non-delivery of Goods will only be considered if notified in writing to the Company within 10 days of the date of the invoice.

3.5. The Customer is obliged to check the products upon delivery for any visible and/or immediately observable defects. Claims based on any defect in the quality, quantity or condition of the Goods will only be considered if notified in writing to the Company within 3 days of the date of delivery in accordance with 3.1.

4. Prices

4.1. The Price of the Goods (“Price”) to be paid by the Customer shall be the sum(s) shown by the Company’s invoice(s). The Price shall be as listed in the Company’s price list.

4.2. The Company reserves the right to change Prices without prior notice and orders will be invoiced at those prices ruling at the date of despatch. Whilst the Company takes every precaution in the preparation of its catalogues, bulletins, technical circulars, price lists and other literature, these documents are for the Customer’s general guidance only and the particulars contained therein shall not constitute representations by the Company and the Company will not be bound thereby. The Company reserves the right to correct clerical errors and omissions in the catalogue.

4.3. The prices quoted in the Company’s price list are in euro. Unless otherwise specifically stated, all prices quoted by the Company are exclusive of Value Added Tax, which shall be due at the rate in force on the date of the Company’s invoice to the Customer.

4.4. The Company shall invoice at cost for all packing and carriage charges on any order less than €200.00 exclusive of any tax or duties in force at the date of despatch. Insurance and handling charges are amounts which the Customer shall pay in addition.

5. Payment

5.1. Payment of the Price and VAT shall be due within 30 days of the date of the invoice and such invoice may be raised at any time following delivery of the Goods with accordance with 3.1. Time for payment shall be of the essence and payment must be made without any deduction, set-off or withholding whatsoever.

5.2. Where Goods are delivered in instalments the Company may invoice each instalment separately and the Customer shall pay such invoices in accordance with these Terms and Conditions.

5.3. Failure to pay by the due date will entitle the Company without notice to suspend any further deliveries until default is made good, and/or charge interest on the amount unpaid from the due date to the date of actual payment at the rate of 2% per month accruing daily and/or recover the Goods as described in clause 8. Additionally, payment for all of Goods supplied to the Customer shall become immediately due and owing, whether previously invoiced or not.

5.4. In addition if the Customer is in default in paying any sum as and when it becomes due, the Customer shall also indemnify the Company against expenditure on all costs of recovery including without limitation legal fees, costs and disbursements reasonably incurred. Any banking charges incurred by the Company in respect of dishonoured cheques will be payable by the Customer.

6. Orders

6.1. Orders are accepted only for the quantities or multiples thereof stated in the Company’s current price list.

6.2. No Order is binding on the Company until expressly accepted by the Company

6.3. Except as otherwise expressly provided in these Conditions, cancellation of an order by the Customer, in whole or in part cannot be accepted without the Company’s consent in writing which shall only be given if a full indemnity is given by the Customer to the Company. All cancellations of any order must be made in writing and cannot be accepted verbally.

6.4. Goods are subject to availability; in the event that the Company is unable to supply the certain Goods, the Customer will be informed of this as soon as possible. An alternative will be offered of a full refund will be given where payment has already been received by the Company for those Goods.

7. Cancelling Orders/Returned Goods

7.1. No cancellation of any Order by the Company is permitted except where expressly agreed by the Customer in writing.

7.2. Goods may not be returned to the Company without the prior written consent of the Company. Goods approved for return by the Company must be returned within 30 days of invoice date.

7.3. In addition to the discretion given to the Company under 7.2 above Goods will be accepted for return only upon the following conditions:

7.3.1. Returned Goods must be accompanied by the Customer’s number, the number of the invoice upon which the Goods were supplied and full details of the reason for return. Goods will not be accepted for return and credit if the original invoice cannot be traced.

7.3.2. Goods returned must be in good and sealable condition and inclusive of all original packaging, operating instructions, guarantee card and accessories.

7.3.3. Goods must be returned within 30 days of delivery to the Customer.

7.3.4. The Company reserves the right to reject any product returned more than 30 days after the invoice date. Returns if not rejected by the Company received after 30 days from the date of invoice will incur a restocking charge to the value of 20% of the net price (as per invoice) plus vat.

7.3.5. Where items are received by the Customer in an unusable condition, the Customer must notify the Company within 3 days of delivery. Thereafter, unless otherwise instructed, items must be returned in accordance with these conditions.

7.4. Any Goods submitted to the Company for return shall be sent at the risk and cost of the Customer. Goods which are damaged or lost in transit will not be credited by the Company as it is the Customer’s responsibility to ensure that Goods are adequately packaged and labelled.

7.5. Upon receipt of returned Goods a credit will be provided at a sum equal to that which the Customer paid for the Goods in accordance with 7.3.4 and 7.4.

8. Title and risk

8.1. The risk shall pass to the Customer at the time the Goods are delivered so that the Customer is responsible for all loss, damage or deterioration of the Goods. Where the Goods are delivered by carrier any claims for loss or damage in transit must be made by the Customer against the carrier in accordance with any terms and conditions of business of the carrier.

8.2. The title of the Goods or any part thereof supplied to the Customer shall remain vested in the Company until the full purchase price shall have been paid and until the Company has received in cleared funds all sums which are or which may become due to the Company from the Customer on any account.

9. Representations

9.1. No date, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement, or other written communication or made verbally by any of the agents or employees of the Company shall be construed so as to enlarge, vary or override in any way of these terms and conditions of sale.

10. Warranty

10.1. The Company warrants the products to be free from any defects in material and workmanship.

10.2. Where Goods are supplied to the Company with the benefit of a warranty from their manufacturer, that warranty will continue to apply to the Goods following sale to the Customer, whether Goods are sold individually or as a package.

10.3. If and insofar as any products or any part do not comply with the agreed quality requirements, the Company shall, acting at its own discretion, replace or repair the Goods as an alternative to refunding the purchase price. But the Company reserves the right to charge for service calls to those Goods, if alleged defects in Goods prove to have been caused by incorrect operation, cleaning or handling or other improper use.

10.4. The Customer shall be responsible for ensuring that all statutory governmental regulations, local authority regulations, operating instructions and safety precautions are complied with in relation to goods supplied by the Company.

10.5. The Company’s total liability for all claims in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising out of any one Contract shall not exceed the Contract price.

11. Restriction of liability

11.1. The Company shall not in any event be liable for indirect or consequential loss or damage, being loss or damage which does not directly and naturally flow from the supply or goods or materials, including without limitation loss of profits, of use, overhead costs, collateral damage or of contracts arising out of the supply or failure of supply of goods or services by the Company and whether arising from breach of contract, negligence or for any other liability howsoever arising, whether by statute or otherwise.

11.2. The maximum aggregate liability of the Company for breach of contract, misrepresentation, misstatement or other tortious act or omission including negligence arising under or in connection with the Contract shall so far as permitted by law be limited to the price paid to the Company under the Contract.

11.3. No liability for such direct losses shall attach to the Company unless details of such losses are notified to the Company in writing within 7 days of the date of delivery of the goods, or the date of the event giving rise to such loss if it is not apparent upon the date of delivery. In cases of alleged shortages or breakages, claims must be notified to the Company within 3 days of despatch of the goods by the Company. Alleged non-delivery of goods must be notified in writing to the Company within 5 days of receipt of either the invoice for the goods or a statement of account, whichever is the sooner.

11.4. The Company will endeavour to repair or replace defective products as quickly as possible but will not be responsible for providing replacement or backup equipment during the period of repair. The Customer is advised to have suitable back up facilities in the event of a breakdown of the Goods.

11.5. For the avoidance of doubt, nothing in this agreement shall confer on any third party any benefit or the right to enforce any term of this agreement.

12. Applicable law

The contract shall be governed by and construed in accordance with Irish Law and all disputes arising in connection with the Contract shall be submitted to the exclusive jurisdiction of the Irish courts in the Republic of Ireland.