terms and conditions
In these Terms and Conditions of business the following words and expressions shall have the meaning given to them below:
"Company" shall mean Quintess Denta Limited trading as Quintess Denta Limited, of 5 Mill Street, Irvinestown, Fermanagh, BT94 1GR.
"Customer" shall mean any person acting in the course of business who buys or agrees to buy goods from the Company.
“Force Majeure” shall mean any an event or circumstance which is beyond the control of and without the fault or negligence of the party affected including but not limited to natural disasters, storms, fire, flooding, lightening and pandemic.
2 CONDITIONS APPLICABLE
2.1 These Terms and Conditions shall apply to and govern the sale of goods by the Company to the Customer except for the purchase of capital equipment and digital equipment invoiced separately and governed by supplemental terms and conditions. All conditions of the Customer or other terms and conditions or warranties whatsoever whether communicated before or after these Terms and Conditions 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 be regarded as a counter offer.
2.2 These Terms and Conditions do not apply to any person who purchases goods from the Company in his or her capacity as a consumer.
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 these Terms and Conditions shall be without prejudice to any other right available to it whether hereunder or under general law.
2.5 The Company reserves the right to accept or reject any orders in its absolute discretion.
2.6 No variation to an order shall be effective without the prior written notice and consent of the Company.
3.1 Delivery dates and times specified by the Company are approximate only. Unless expressly agreed by the Company in writing, time for delivery is not and shall not be deemed to be of the essence of the contract.
3.2 The Company shall endeavour to ship goods ordered to the Customer within 14 days of the order being accepted by the Company.
3.2 The Customer shall make all arrangements necessary to take delivery of goods whenever they are shipped to the Customer.
3.2 If goods are sold and delivered to the Customer in instalments each delivery shall constitute a separate contract, and 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 make any claim in respect of instalments which have been delivered.
4 CANCELLING ORDERS
4.1 All orders and supply shall be subject to availability and due payment by the Customer.
4.2 If goods are not shipped to the Customer within 14 days of an order being accepted by the Company, then the Customer may cancel the order in which case the Customer shall be entitled to a full refund of any sum paid for the goods not shipped by the date of cancellation (unless the reason for delay is due to Force Majeure in which case the period for shipment shall be extended by the period that any Force Majeure persists). If an order is partly fulfilled within the 14-day period, the Customer shall remain liable for payment of any goods shipped within that period. Any refund to which the Customer is entitled under this Clause 4.2 shall be the Customer’s sole and exclusive remedy and the Company shall not be liable for any other losses incurred by the Customer as a result of the goods not being shipped to the Customer within the 14 day period.
4.3 If the Customer cancels an order prior to the goods which are the subject of the order being shipped to the Customer, the Customer accepts and agrees that no goods shall be shipped to it and the Customer shall be only be entitled to a refund of 80% of any sum paid by the Customer in respect of the cancelled goods.
4.4 A Customer may not cancel an order after the goods which are the subject of the order have been shipped to the Customer. In these circumstances, the Customer accepts and agrees that it shall not be entitled to reimbursement of any sum paid by the Customer in respect of the order, unless it is demonstrated that the there has been a breach of warranty or the goods are defective through no fault of the Customer, in which case Clause 7.2 below shall apply.
4.5 The Company shall have the right to cancel any order at its absolute discretion. Any cancellation shall be notified to the Customer and (unless cancellation arises pursuant to Clause 5.5) the Customer shall be entitled to a full refund of any sum paid for the goods that are the subject of the cancellation. Any refund to which the Customer is entitled under this Clause 4.5 shall be the Customer’s sole and exclusive remedy and the Company shall not be liable for any other losses incurred by the Customer as a result of the order being cancelled by the Company.
5 THE PRICE AND PAYMENT
5.1 The price to be paid by the Customer shall be the sum(s) (in pounds sterling or euro) shown on the Company's invoice(s). This price shall be based on the sum quoted to the Customer in the Company's price list; price lists may vary from time to time at the absolute discretion of the Company.
5.2 The prices quoted in the Company's price lists are in pounds sterling and 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, in whichever jurisdiction is applicable.
5.3 In addition to the price for the goods, the Company shall invoice a cost for all packaging and carriage charges and any applicable tax and duties on any order.
5.4 The Company shall generally invoice the Customer upon shipment of the goods and full payment shall be made by the Customer within 30 days of the date of the invoice (or such other period as the Customer and the Company may expressly agree in writing). However, in certain circumstances, the Company may at its absolute discretion require payment (or part-payment) for certain goods at the time that an order is accepted by the Company and in advance of shipment of goods to the Customer in which case an invoice shall be issued requiring advance payment. Time for payment shall be of the essence.
5.5 If the Customer is in default in paying any sum as and when it becomes due, the Company shall have the right to suspend all further deliveries of any orders placed by the Customer until the default is made good and/or the Company may cancel the order insofar as any goods remain to be delivered thereunder. The Company reserves the right to set off any monies received from the Customer in respect of cancelled orders against other orders that the Company has fulfilled but not been paid for.
5.8 In the event that the Customer fails to pay any monies by the due date agreed or otherwise stated, the Company shall be entitled to charge interest on the outstanding monies from the due date to the date of actual payment at the rate of 2% per month or part month. 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 TITLE AND RISK
6.1 The risk in goods sold to the Customer shall pass to the Customer upon receipt so that the Customer is responsible for all loss damage or deterioration of the goods or a part thereof thereafter.
6.2 Title in the goods or any part thereof shall only pass to the Customer when payment in full for all goods whatsoever supplied and all services rendered at any time by the Company has been made.
6.3 The Customer shall permit so far as it is able and shall use its best endeavours to assist any officer, employee, representative or agent of the Company to enter onto any premises where the goods may from time to time be situated and to repossess the goods at any time prior to title passing to the Customer and until such time as title passes the Customer shall hold the goods as the Company's fiduciary agent and bailee.
7.1 Subject as expressly provided in these Terms and Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permissible by law.
7.2 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 by the Company to the Customer, whether goods are sold individually or as a package, provided the Customer complies fully with the terms of the manufacturer’s warranty. If items are found to be in breach of warranty within the applicable warranty period, then terms of the warranty shall apply..
7.3 Where goods are not the subject of a manufacturer’s warranty but are found to be defective through no fault of the Customer, the defects should be notified to the Company within seven (7) days of receipt of the goods. Unless the Customer had knowledge of the defect prior to purchase (in which case the Company shall have no obligation to replace or provide a refund in respect of the defective goods), the Company will seek to replace such goods with equivalent goods; if such replacement is not possible, the Company shall refund the cost of the defective goods in question.
7.4 If alleged breaches of warranty or defects in goods prove to have been caused by incorrect operation, cleaning or handling or other improper use, the Company reserves the right to charge for service calls in respect of those goods.
7.5 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 its receipt and use of goods supplied by the Company.
7.6 Equipment and computer products that require installation and warranty/support services thereafter are subject to additional terms and conditions.
8 RESTRICTION OF LIABILITY
8.1 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 (other than liability for death or personal injury resulting from the negligence of the Company) and whether arising from breach of contract, negligence or for any other liability howsoever arising, whether by statute or otherwise.
8.2 In all other cases (being cases of direct and natural losses or damage) it is specifically provided and agreed that the compensation and damages payable under any claim or claims arising out of the contract between the parties under whatsoever pretext shall not under any circumstances amount in aggregate to more than the contract price or the goods and/or services forming the subject of the claim or claims.
8.3 No liability for such direct losses shall attach to the Company unless details of such losses are notified to the Company in writing within seven (7) days of the date of delivery of the goods. In cases of alleged shortages or breakages, claims must be notified to the Company within three (3) days of despatch of the goods by the Company. Alleged non-delivery of goods must be notified in writing to the Company within five (5) days of receipt of either the invoice for the goods or a statement of account, whichever is the sooner.
8.4 For the avoidance of doubt, nothing in these Terms and Conditions shall confer on any third party any benefit or the right to enforce any term of this agreement.
9 APPLICABLE LAW
These Terms and Conditions and the rights and obligations of the parties to the contract shall be governed, interpreted and construed solely in accordance with the Laws of Northern Ireland.
10 FORCE MAJEURE
The Company shall not be liable to the Customer or be deemed to be in breach of any provision of these terms by reason of any delay in performing, or any failure to perform any obligation if the delay or failure was due to Force Majeure.
LEGAL TERMS AND CONDITIONS
These Legal Terms and Conditions apply to the entire Quintess Denta Limited Web site and all portions of the site contained therein (excluding links to other Web sites as provided below), including, but not limited to, the Surgically Clear Air UK and Ireland and Quoris 3D portions of the company Web site. These Legal Terms and Conditions shall apply to any future portions of the Quintess Denta Limited Web site (excluding links to other Web sites as provided below) unless otherwise stated.
USE OF THIS WEB SITE
Use of this Web site and access to the material it contains is subject to the following Legal Terms and Conditions as well as to applicable laws. Your access to and browsing of this Web site constitutes your full acceptance of these Legal Terms and Conditions. We reserve the right, at our sole discretion, to update or revise these Legal Terms and Conditions. Please check the Legal Terms and Conditions periodically for changes. Your continued use of this site following the posting of any changes to the Legal Terms and Conditions constitutes acceptance of those changes.
NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of this Web site, you will not use the Web site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Web site in any manner that could damage, disable, overburden, or impair any Quintess Denta Limited server, or the network(s) connected to any Quintess Denta Limited server, or interfere with any other party's use and enjoyment of the Web site. You may not attempt to gain unauthorised access to any computer systems or networks connected to any Quintess Denta Limited server or other systems, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Web site. Quintess Denta Limited makes no representation that the Web site is appropriate or available for use in locations outside the United Kingdom and accessing the Web site from territories where such content is illegal is prohibited.
Those who choose to access this Web site from locations outside the United Kingdom do so at their own initiative and are responsible for compliance with all applicable laws.
If and where applicable, you are responsible for maintaining the confidentiality of your logon information, and are fully responsible for all activities that occur under your password or user name.
You agree (a) to immediately notify Quintess Denta Limited of any unauthorised use of your password or user name or any other breach of security, and (b) to ensure that you exit from your account at the end of each session.
LINKS TO OTHER WEB SITES
Copyrights. Unless stated otherwise, Quintess Denta Limited is the owner or licensee of all copyrights in and to the content on this Web site, including without limitation, (i) all materials, documentation, text, data, graphics, graphs, charts, buttons, photographs, videos, typefaces, music, sounds, HTML code, and interfaces contained on this Web site; and (ii) the design, selection and arrangement of this Web site. All rights reserved. Unless otherwise specified, you are granted a personal, non-exclusive, non-transferable, limited right to access, use, and display this Web site and the materials provided hereon for the purpose of obtaining and reviewing your account information. Specifically, you are granted permission to view or download a single copy of the material on the Web site solely to access our services, place orders, and review your account information. When content is downloaded to your computer, you do not obtain any ownership interest in such content, any modifications of the content, or any use of the content for any other purpose than that expressly permitted herein. Ownership of all such content shall at all times remain with Quintess Denta Limited or its licensors. Quintess Denta Limited and its licensors reserve all rights not expressly granted to you. Use of the copyrightable material on this Web site for any purpose not expressly authorised herein without the prior written permission of Quintess Denta Limited or its licensors is forbidden.
Trademarks. All trademarks, service marks, trade names, logos, and other designations (collectively the "Marks") are the sole property of Quintess Denta Limited with exception to products relating to but not limited to ‘Surgically Clean Air’ and ‘Chrome Full Arch Guided Surgery’, or other third parties that have granted Quintess Denta Limited the right and license to use such Marks. Nothing contained on this Web site should be construed as granting any license or right to use any such Marks without the written permission of Quintess Denta Limited or such third party that may own the Marks displayed.
Your Information. We reserve the right, and you authorise us, to use and freely assign all information regarding the use of this Web site by you and all information provided by you in any manner consistent with our Privacy Statement.
TYPOGRAPHICAL OR OTHER ERRORS
While Quintess Denta Limited takes reasonable care and skill to provide information which is accurate and up to date when first included on the Web site, typographical and other errors may nevertheless occur. Quintess Denta Limited does not undertake to update or correct such information and reserves the right to modify, delete and rearrange any or all of the contents of this Web site at any time without notice to you. While Quintess Denta Limited makes reasonable effort to prevent unauthorised tampering with the Web site, Quintess Denta Limited does not guarantee that its efforts will always be successful. Therefore, as set below, Quintess Denta Limited does not warranty that the Web site materials will be error-free, and disclaims any liability for such errors.
DISCLAIMER OF WARRANTIES
QUINTESS DENTA LIMITED MAKES NO REPRESENTATION AS TO THE ACCURACY, TIMELINESS, OR COMPLETENESS OF THE WEB SITE MATERIALS OR ANY SOFTWARE INSTALLED BY YOU IN CONNECTION WITH THE USE OF THIS WEB SITE. QUINTESS DENTA LIMITED PERIODICALLY AMENDS, CHANGES, ADDS, DELETES, UPDATES OR ALTERS THE INFORMATION, INCLUDING, WITHOUT LIMITATION, THE LEGAL TERMS AND CONDITIONS, AT THE WEB SITE WITHOUT NOTICE. FURTHER, QUINTESS DENTA LIMITED ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE WEB SITE OR ANY SOFTWARE INSTALLED BY YOU IN CONNECTION WITH THE USE OF THIS WEB SITE. QUINTESS DENTA LIMITED SPECIFICALLY DISCLAIMS ANY DUTY TO UPDATE THE INFORMATION ON THE WEB SITE. YOU ARE RESPONSIBLE FOR VERIFYING
ALL INFORMATION LOCATED ON THIS SITE. ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS SITE (THE "CONTENT") ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE CONTENT IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.
Quintess Denta Limited makes no representation that the Web site or its contents are appropriate for use in every country of the world. Your use of this Web site is at your own risk and you are responsible for compliance with applicable local laws, keeping in mind that access to the Web site may not be legal by certain persons or in certain jurisdictions. Some states or nations may not allow the disclaimer of certain warranties, so the above limitations may not apply to you in all cases.
LIMITATION OF LIABILITY
Use of the Quintess Denta Limited Web site or any software application installed by you in connection with the use of this Web site, is at your sole risk. While Quintess Denta Limited makes reasonable efforts to ensure the safety and functionality of our Web site and any software applications associated with its Web site, these efforts may fail and errors may occur. IN NO EVENT SHALL QUINTESS DENTA LIMITED OR ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE CONTENT OF THIS SITE OR ANY SOFTWARE APPLICATION ASSOCIATED WITH THIS WEB SITE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, COMPUTER VIRUS OR SYSTEM FAILURE, OR LOSS OF DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS WEB SITE (OR THE CONTENT PROVIDED AT THIS WEB SITE ON ANY WEB SITE RELATED TO ANY THIRD PARTY), OR ANY SOFTWARE APPLICATION INSTALLED IN CONNECTION WITH THE USE OF THIS WEB SITE OR USERS' INABILITY TO USE THE CONTENT CONTAINED IN THIS WEB SITE (OR ANY OTHER WEB SITE), ON ANY THEORY OF LIABILITY. QUINTESS DENTA LIMITED WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED BY OR ARISING FROM YOUR RELIANCE ON THE CONTENT OF THIS SITE. THESE WAIVERS APPLY EVEN IF QUINTESS DENTA LIMITED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL QUINTESS DENTA LIMITED’S LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO QUINTESS DENTA LIMITED FOR ACCESSING THIS WEB SITE OR INSTALLING ANY SOFTWARE APPLICATION ASSOCIATED WITH THIS WEB SITE. OUR MAXIMUM LIABILITY TO YOU IF YOU PURCHASE GOODS FROM US WILL BE EQUAL TO THE PURCHASE PRICE YOU PAY FOR THE GOODS. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY REMEDY PROVIDED UNDER THESE LEGAL TERMS AND CONDITIONS FAILS OF ITS ESSENTIAL PURPOSE. Some states do not allow the exclusion of liability for consequential damages, so the above limitations may not apply to you in all cases.
FORWARD LOOKING STATEMENTS
THE CONTENT TOGETHER WITH ANY DOCUMENTS ISSUED BY QUINTESS DENTA LIMITED OR ANY OF ITS AFFILIATES, SERVICE PROVIDERS, OR BUSINESS PARTNERS AND AVAILABLE THROUGH QUINTESS DENTA LIMITED’S WEBSITES MAY CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THOSE STATEMENTS MAY APPEAR IN A NUMBER OF PLACES IN THE SITE AND CAN BE IDENTIFIED BY THE USE OF FORWARD LOOKING TERMINOLOGY SUCH AS "MAY," "COULD," "EXPECT," "ANTICIPATE," "INTEND," "BELIEVE," "PLAN," "ESTIMATE," "FORECAST," "PROJECT," "ANTICIPATE," OR OTHER COMPARABLE TERMS OR THE NEGATIVE THEREOF. THE COMPANY PROVIDES THE FOLLOWING CAUTIONARY REMARKS REGARDING IMPORTANT FACTORS WHICH, AMONG OTHERS, COULD CAUSE FUTURE RESULTS TO DIFFER MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS, EXPECTATIONS AND ASSUMPTIONS EXPRESSED OR IMPLIED HEREIN. THE FORWARD-LOOKING STATEMENTS INCLUDED HEREIN ARE BASED ON THEN-CURRENT EXPECTATIONS OF MANAGEMENT. ALL FORWARD-LOOKING STATEMENTS MADE BY US ARE SUBJECT TO RISKS AND UNCERTAINTIES AND ARE NOT GUARANTIES OF FUTURE PERFORMANCE. FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN FACTORS, RISKS AND UNCERTAINTIES THAT MAY CAUSE OUR ACTUAL RESULTS, PERFORMANCE AND ACHIEVEMENTS, OR INDUSTRY RESULTS, TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THOSE FACTORS, RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, THE FACTORS DESCRIBED UNDER "RISK FACTORS" DISCUSSED IN OUR PERIODIC FILINGS MADE WITH THE SECURITIES AND EXCHANGE COMMISSION. THE COMPANY CAUTIONS THAT THESE FACTORS MAY NOT BE EXHAUSTIVE AND THAT MANY OF THESE FACTORS ARE BEYOND THE COMPANY'S ABILITY TO CONTROL OR PREDICT. ACCORDINGLY, FORWARD-LOOKING STATEMENTS SHOULD NOT BE RELIED UPON AS A PREDICTION OF ACTUAL RESULTS. THE COMPANY UNDERTAKES NO DUTY AND HAS NO OBLIGATION TO UPDATE FORWARD-LOOKING STATEMENTS.
INDEMNIFICATION BY USER
You agree to defend, indemnify, and hold harmless Quintess Denta Limited and its affiliates, parents, subsidiaries, and their respective employees, agents, contractors, officers, directors, successors and assigns from all liabilities, claims, damages and expenses, including without limitation attorneys' fees and costs, that arise from your use, misuse of this site or use of any software application associated with the use of this Web site.
Quintess Denta Limited shall have the right immediately to terminate this agreement with you and your use of the Web site if it determines in its sole discretion that you have breached any of these Legal Terms and Conditions or otherwise been engaged in conduct which Quintess Denta Limited determines in its sole discretion to be unacceptable.
CHOICE OF LAW AND FORUM
These Legal Terms and Conditions shall be governed by and construed in accordance with the laws of the United Kingdom and Northern Ireland, without regard to such rules regarding conflicts of laws. By accessing this Web site, you agree that courts located outside of the United Kingdom and Northern Ireland shall have no jurisdiction over all claims and actions arising out of or relating to these Legal Terms and Conditions and/or your use of this site, and you further agree and submit to the exercise of personal jurisdiction of such courts and consent to extra-territorial service of process for the purpose of litigating any such claim or action.
A printed version of these Legal Terms and Conditions and of any notice given in electronic form will be admissible in judicial or administrative proceedings relating to these Legal Terms and
Conditions to the same extent and subject to the same conditions as other business documents originally generated and maintained in printed form. For purposes of any dispute, Quintess Denta Limited’s records shall be conclusive in all respects.
INTEGRATION AND SEVERABILITY
These Legal Terms and Conditions constitute the entire agreement between you and Quintess Denta Limited with respect to this Web site and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Quintess Denta Limited with respect to this site. If any part of these Legal Terms and Conditions is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.