Home | Terms Of Business

Our standard terms of business.

1. Interpretation
1.1 In these terms:-
“Contract” means a contract between the Customer and the Supplier for the supply of Services, sale and/or purchase of Goods.
“Customer” means the person who accepts the Suppliers written quotation for the sale of Goods and Services or whose written
Order for Goods and Services is accepted by the Supplier.
“Document” includes, in addition to a document in writing, a map, plan, design, drawing, picture or other image, or any other record of any information in any form and any disc, tape or other device embodying any other data.
“Goods” means the goods (including any instalment of the goods or any parts for them) which the Supplier is to supply in accordance with these terms.
“Customer’s material” means any Documents or other materials and any data or other information provided by the customer relating to the Services.
“Order Form” means any Documents for the provision of Goods and/or Services.
“Supplier’s material” means any Documents or other materials and any data or information provided by the Supplier relating to the Services.
“Services” means the dental equipment supply, fitting, maintenance, and other services to be provided by the Supplier to the Customer and referred to in an Order Form and a Specification.
“Specification” means the Supplier’s written job sheet setting out in detail the nature of the Goods and/ or Services supplied.
“Supplier” means Dolphin Dental Equipment Services Ltd whose registered office is 94 Godmanston Close, Poole, Dorset. BH17 8BU a company registered in England No.8280601.
“Terms” means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in writing between the Customer and the Supplier.
1.2 The headings in these terms are for convenience only and shall not affect their interpretation.
2. Basis of supply of services and sale of goods.
2.1 The Supplier shall supply the Services and Goods to the Customer in accordance with the Order Form and the Specification, subject in each case to these terms which shall govern the Contract to the exclusion of any other terms subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the Customer.
2.2 If the Customer submits an instruction containing terms inconsistent with or purporting to override these Terms the Supplier’s acknowledgement or acceptance of such instruction shall constitute a counter-offer on these terms.
2.3 No variation to these terms shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.
2.4 The Customer shall at its own expense supply the Supplier with all necessary Documents or other materials and all necessary data or other information relating to the Services within sufficient time to enable the Supplier to provide the Services in accordance with the Contract. The Customer shall ensure the accuracy of all Customers’ Material.
2.5 The Customer shall at its own expense retain duplicate copies of all Customer’s Material and insure against its accidental loss or damage. The Supplier shall have no liability for any such loss or damage, however caused. All Suppliers’ material shall be at the sole risk of the Customer from the time of delivery to or to the order of the Customer.
2.6 The Supplier’s employees or agents are not authorised to make any representations concerning the Services and/or Goods unless confirmed by the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
2.7 Any advice or recommendation given by the Supplier or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Supplier is followed or acted on entirely at the Customer’s own risk and accordingly the Supplier shall not be liable for any such advice or recommendation which is not so confirmed.
2.8 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
3. Orders & Specifications
3.1 No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier’s authorised representative.
3.2 The Customer shall be responsible to the Supplier for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving the Supplier any necessary information relating to the Services and Goods within a sufficient time to enable the Supplier to perform the Contract in accordance with its terms.
3.3 The Supplier may at any time without notifying the Customer make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Services.
3.4 No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier and on terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of cancellation. In particular but without limiting the foregoing if any order for services is cancelled the following charges shall apply:-
Notice given 6 – 30 days prior to commencement of the anticipated provision of the Services: 40% of the Suppliers quoted price.
Notice given 3 – 5 days prior to the commencement of the anticipated provision of the Specified Service: 60% of the Suppliers quoted price.
Notice given 2 days or less prior to commencement of the anticipated provision of the Specified Service: 100% of the Suppliers quoted price.
Such cancellation fee being a genuine pre estimate of the loss which will be suffered by the Supplier as a result of such cancellation.
4. Price of Services and Goods
4.1 The price of the Services and Goods shall be the Suppliers quoted price on the Order Form or Specification.
All prices quoted in advance of the provision of Goods or Services are valid for 28 days or until earlier acceptance by the Customer, after which time they may be altered by the Supplier without giving notice to the Customer.
4.2 Where the price of the Services and/or Goods to be supplied exceeds £1,000 incl. VAT the Supplier reserves the right to require the Customer prior to delivery or commencement of works to make payment of a non-refundable deposit of up to 90% of the total price payable at their discretion.
4.3 The Supplier reserves the right, by giving written notice to the Customer at any time before delivery, to increase the price of the Goods or Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture), and change in delivery dates, quantities or specifications for the Goods or Services which is requested by the Customer, or any delay caused by any instructions PROVIDED THAT the Customer shall have within 7 days of receipt of such written notice the right to cancel the relevant order if the increase is greater than 20% of the total price under that Contract.
4.4 The price for the Services and Goods is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Supplier.
5. Terms of Payment
5.1 Subject to clause 4.2 and any special terms agreed in writing between the Customer and the Supplier and appearing in the Order Form or Specification the Supplier may invoice the Customer for the price of the Goods or Services on or at any time after performance of the Services and the delivery of the Goods.
5.2 The Customer shall pay the price of the Services and Goods (without deduction or set off) within 21 days of the date of the Suppliers invoice. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only on request.
5.3 If the Customer fails to make any payment on the due date then, without limiting any other right or remedy available to the Supplier, the Supplier may :-
5.3.1 Cancel the Contract or suspend any further work or deliveries or supplies to the Customer whether under this or any other contract without liability in respect of any loss or damage sustained by the Customer as a result PROVIDED THAT in such event the Customer shall not be released of its obligation to the Supplier.
5.3.2 Appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and the Supplier) or Services as the Supplier may think fit (notwithstanding any purported appropriation by the Customer) and;-
5.3.3 Charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate set by the United Kingdom late payment reference rate plus eight per cent as amended from time to time, until payment is made in full. Compensation amounts as set down in the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) may also be charged.
6. Performance
6.1 Any dates quoted for the performance of the Services or delivery of the Goods is approximate only and the Supplier shall not be liable for any delay in performance of the Services or delivery of the Goods however caused. Time shall not be of the essence of the Contract unless specified in the Order Form. The Services may be performed or the Goods may be delivered by the Supplier in advance of the quoted delivery date on giving reasonable notice to the Customer.
7. Rights in Customers Material and Suppliers Material
7.1 The property and any copyright or other intellectual property rights in:-
7.1.1 Any Customers material shall belong to the Customer
7.1.2 Any Suppliers Material shall, unless otherwise agreed in writing between the Customer and the Supplier, belong to the Supplier, but the Customer shall be entitled to use the Suppliers Material for the purposes of utilising the Services by way of a non exclusive licence, subject to payment in full of all sums payable under the Contract and PROVIDED THAT the Customer shall not modify, alter or vary the Suppliers material (or allow any such action) without the Suppliers prior written consent.
7.2 Any Customers material or other information provided by the Customer which is so designated by the Customer and any Suppliers Material shall be kept confidential by the Supplier, and all Suppliers Material or other information provided by the Supplier which is so designated by the Supplier shall be kept confidential by the Customer, but the foregoing shall not apply to any documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any time they become public knowledge through no fault of the other party.
7.3 The Customer warrants that any Customers material and its use by the Supplier for the purpose of providing the Services will not infringe the copyright or other rights of any third party, and the Customer shall indemnify the Supplier against loss, damages, costs, expenses or other claims arising from any such infringement.
8. Warranties and Liabilities
8.1 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Specification and at the intervals and within the times referred to in the Specification. Where the Supplier supplies in connection with the provision of the Services and Goods (including Suppliers material) any items supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Customer the benefit of any warranty, guarantee or indemnity given by the person supplying the Goods to the Supplier.
8.2 The Supplier shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any Customers material or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non arrival, or any other fault of the Customer.
8.3 A claim by the customer which is based on any defect in the quality of the Services or quality of condition of the Goods or their failure to correspond with the Specification shall be notified to the Supplier within 48 hours of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If the Customer does not notify the Supplier, the Supplier shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Services had been performed and the Goods had been delivered in accordance with the Contract.
8.4 Where any valid claim which is based on any defect in the quality of the Service or the quality or condition of the Goods of their failure to meet specification is notified to the Supplier in accordance with these terms, the Supplier may perform the Services again or replace the Goods (or the part in question) free of charge or, at its sole discretion, refund the Customer the price of the Services or the Goods (or a proportionate part of the price) in which case the Supplier shall have no further liability to the Customer.
8.5 Except in respect of death or personal injury caused by the Suppliers negligence, or as expressly provided in these terms, the Supplier shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services (including any delay in providing or failure to provide the Services) or their use by the Client and the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Suppliers charges for the provision of the Services or the price of the Goods, except as expressly provided in these Terms.
8.6 The Supplier shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Suppliers obligations in relation to the Services, if the delay or failure was due to any cause beyond the Suppliers reasonable control.
9. Termination
9.1 Subject to the other provisions of these terms, the Contract between the Customer and the Supplier shall terminate automatically on completion of the provision of the Service of Goods.
9.2 Subject to clause 3.4 either party shall be entitled to terminate the Contract at any time by giving not less than one month’s notice in writing to the other PROVIDED THAT the Customer shall pay for all Services supplied or contracted to be supplied and all Goods supplied or ordered up to and including the termination date and shall indemnify the Supplier in full for all loss (including loss of profit), costs, damages, charges and expenses incurred by the Supplier as a result of termination.
9.3 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these terms and (if capable of remedy) fails to remedy the breach within 28 days after being required by written notice to do so, or if the other goes into liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed PROVIDED THAT the Customer shall pay for all Services supplied or contracted to be supplied and all Goods supplied or ordered up to and including the termination date and shall Indemnify the Supplier in full for all loss (including loss of profit), costs, damages, charges and expenses incurred by the Supplier as a result of termination.
10. General
10.1 A notice required or permitted to be given by either party to the other under these terms shall be in writing addressed to that party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
10.2 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.3 If any provision of the Contract is held by a Court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions in question shall not be affected.
10.4 The contract shall be governed by the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts in respect of any dispute in connection with the Contract.
10.5 These terms (together with the terms, if any, set out in the Order Form and the Specification) constitute the entire agreement between the parties, supersede any previous agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
10.6 A person who is not a party to the Contract shall have no rights under the Contracts (Right to Third parties) Act 1999 to enforce any of these terms but this shall not affect any right or remedy of a third party which exists or is available apart from that Act.
10.7 The Supplier shall be entitled to sub-contract or assign the whole or part of its obligations hereunder without the prior written consent of the Customer.

Terms and Disclaimer for Installation of equipment

Definitions

The Company:
References to ‘The Company’ in all dealings shall include The Company (Dolphin Dental Equipment Service Ltd), The Company’s agents and employees.
Variations:
Variations shall include additions, omissions or substitutions to the originally agreed work, fittings and fixings, etc.
Payment Terms
Unless explicitly agreed prior to commencement of work, payment will be due in full upon completion of the work or services provided. Where a quotation has been provided, the full amount, less any payments already made, is payable. Where a quotation has not been provided, The Company’s agent will advise the customer of the amount due and will post a detailed receipted invoice within 72 hours.
All prices include VAT at the appropriate rate.
Acceptable methods of payment are:
Electronic Payment (BACS, CHAPS, etc)
Cash (for which a 3% surcharge will be payable on amounts in excess of £100)
All materials and goods supplied by The Company shall remain the property of The Company until the full invoice has been paid by the customer.
Quotations
All quotations for work will be provided based on the information given to The Company by the customer. Any variations to the work following the issue of the quotation and prior to commencement of work shall result in a revised quotation being issued for acceptance.
For variations after work has commenced, a fixed price to cover the variation shall be agreed between The Company and the customer and added to the final invoice.
In the event that requirements change due to insufficient information having been provided, defects found in existing installations, etc. the customer will be liable for any additional expense incurred.
Quotations shall remain valid for acceptance by the customer for a period of one calendar month following the issue of the quotation and work is to commence within two calendar months from the date of the quotation else a new quotation will be required.
Unforeseen Costs
The customer shall be liable to meet the cost of any additional work, services or fittings that need to be provided to rectify any event or situation which arises during the course of the works that are unexpected or are beyond The Company’s control. The Company cannot be held responsible for such events or situations.
Liability
The Company can only be held liable for the extent of works carried out by The Company. No liability shall be accepted in respect of defects in existing installations or in respect of parts not manufactured by The Company. The Company shall not be held responsible for any loss or damage to property, materials or injuries to individuals caused by the personal actions of the customer or other household members or guests before, during or after such works have been carried out.
All advice provided by The Company is offered as an opinion only and the customer accepts such opinions at their sole discretion and risk. The customer employs the services of The Company at his or her sole risk at all times.
Health and Safety
The Company will take appropriate and practical measures to ensure the environment in which works are being carried out is safe to avoid risk of injury to The Company or other parties; the customer is expected to do the same. Outside of working hours, where works are ongoing, The Company accepts no liability for the actions of the customer or other household members or guests which result in damage or injury to persons or property.
The Company reserves the right to refuse to undertake work in an environment which is deemed to be unsafe or where the works are considered to be unsafe, illegal (or out with the spirit of the Building Regulations) or where The Company considers the other parties will be put at risk as a result of the works being undertaken.
If the customer notices any situation, property, equipment or materials that they believe to be unsafe they must mention it to The Company immediately.
If any form of asbestos or other hazardous material covered by the Control of Substances Hazardous to Health (COSHH) regulations is discovered on site, The Company will notify the customer and may cease work until it has been removed and disposed of in compliance with the relevant legislation. The cost of removal and disposal shall be met by the customer.
Duty of Care
The Company accepts that it has a duty of care to the customer in respect of materials, workmanship, security, property and belongings and will conduct its business in a manner such that a reasonable level of care is provided.
Building Regulations
The Company reserves the right to refuse to carry out any work which is in breach of the Building Regulations or which it believes to be in breach of the Building Regulations or the spirit in which they are intended.
Services and Waste
The customer will provide and pay for all power and water reasonably used by The Company to undertake the work. The customer shall also be expected to provide access to sanitary conveniences for The Company whilst undertaking the work.
Unless otherwise agreed between The Company and the customer, waste removal and disposal will be organised by and at the cost of the customer.
Insurance
As a professional business, The Company maintains in force with relevant Insurance Services the following Insurance cover arrangements:
Public Liability £1m
Employers Liability £10m
Complaints and Compliments
Should the customer have a complaint about the services or work provided by The Company, these should be raised with The Company’s agent or in writing to The Company’s registered office at: 155 West way, Poole, Dorset, BH18 9LQ 
Compliments and comments may be raised in the same manner.