TERMS AND CONDITIONS

  1. DefinitionsIn these Terms and Conditions of sale the following meanings shall apply:
    1. “Customer” shall mean any person or persons, firm or company who buys or agrees to buy Products from TBUK.
    2. “Order” means the Customer’s order for the Products as set out in the order confirmation provided by TBUK to the Customer.
    3. “Products” means the products as set out in the Order.
    4. “Spare Parts” means the spare parts that are provided by TBUK separate to the Products.
    5. “TBUK” shall mean Takara Belmont UK Ltd of Belmont House, One St Andrews Way, London E3 3PA.
  2. Conditions Applicable
    1. These Terms and Conditions shall apply to and govern all Orders for Products entered into by TBUK where Products are ordered by the Customer whether by collection or delivery.
    2. TBUK will send the Customer written confirmation for its Product orders in the Order. The Customer will be given the opportunity to check and amend any errors in the Order. It is the Customer’s responsibility to read and check that the Order is correct. If the Customer fails to advise TBUK of any errors or discrepancies within 7 days, the Customer will be deemed to have accepted the Order and payment will be due in accordance with the Order.
    3. There is a minimum order charge for Spare Parts of £25.
  3. Delivery, Inspection, Delays and Non-delivery
    1. TBUK will deliver the Products to the location set out in the Order or such other location as the parties may agree (“Delivery Location”).
    2. Delivery dates and times specified by TBUK are approximate only. The time of delivery shall not be deemed to be of the essence of the contract. TBUK will not be held liable for any delay in delivery or the consequences of such delay arising from a Force Majeure Event, including the Customer’s failure to provide TBUK with adequate delivery instructions. The Customer shall make all arrangements necessary to take delivery of the Products at the Delivery Location.
    3. Delivery is completed on completion of unloading the Products at the Delivery Location.
    4. If the Customer fails to take delivery of the Products on the applicable delivery date and/or fails to provide any instructions, documents, licences, consents or authorisations (as applicable) to enable the Products to be delivered on that date, then, except where such failure or delay is caused by a Force Majeure event or TBUK’s failure to comply with its obligations under the Order:
      1. delivery of the Products shall be deemed to have taken place and TBUK shall be entitled to invoice the Customer for such Order; and
      2. TBUK shall be entitled to store the Products until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
    5. The Customer must inspect the Products and the Customer shall give notice to TBUK within 7 working days of the date of delivery or collection, of any defect in the Products that is apparent on reasonable examination, any shortfall in Products delivered and any delivery of Products not in accordance with the Order. If the customer fails to give any such notice, the Products shall be conclusively presumed to be, in all respects, in accordance with the Order and free from apparent defects, and the Customer shall be deemed to have accepted the Products accordingly.
    6. If TBUK fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Products. TBUK shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure event or the Customer’s failure to provide TBUK with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
    7. TBUK may deliver the Products in instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
  4. Cancelling Orders
    1. The Customer’s right to cancel an Order does not apply to Products that are made in whole or in part to the Customer’s bespoke specification. Bespoke Product Orders cannot be cancelled in whole or in part without the written agreement of TBUK.
    2. TBUK may, at its discretion and with agreement in writing, allow an Order to be cancelled subject to TBUK recovering from the Customer any costs incurred by TBUK prior to such cancellation, and subject to a processing charge which TBUK may charge based on the value of the Products.
  5. Returned Spare Parts and Products
    1. TBUK may, at its discretion and with permission in writing, allow Spare Parts to be returned by the Customer to TBUK, subject to the Customer being responsible for the payment of the costs incurred by TBUK of returning the Spare Parts, and subject to a processing charge of the greater of: (i) 15% of the net cost of the Spare Parts (as per the Order); or (ii) £25.
    2. In the event the Customer identifies a defect in the Product in accordance with clause 5, TBUK shall at its option, repair or replace the defective Products or refund the price of the defective Products in foll, subject to the Customer’s compliance with the following conditions:
      1. returned Products must be returned unopened, adequately packed and clearly labelled to TBUK Returns Department, Belmont House, One St. Andrews Way, Bow, London E3 3PA;
      2. TBUK will not accept any returned Products without official paperwork, including: (i) a completed TBUK Customer Returns Form (which will be provided by TBUK to the Customer on request), with foll details of the reason for return; (ii) the original order number for the Order; (iii) the original invoice number or delivery note for the Order, and (iv) all serial numbers of the Products and the invoice or order number of the replacement part(s) where applicable;
      3. Products will not be accepted for return and credit if the original invoice cannot be traced;
      4. Products returned must be unused and in the condition they were provided, inclusive of all original packaging, operating instructions and accessories; and
      5. Products must be returned within 90 days of delivery to the Customer.
    3. TBUK may, at its sole discretion, accept returns of Products without any defects. If TBUK agrees to such returns in writing, the Customer must comply with the requirements at clause 2 and TBUK may charge a handling charge of the greater of: (i) 15% of the net cost of the Products (as per the Order); or (ii) £25.
    4. Where the Customer returns Products to TBUK not in accordance with the requirements above TBUK has the right to refuse to accept the return and may return the Products to the customer at the customer’s expense or take ownership of the Products without offering a refund to the Customer.
    5. It is the Customer’s responsibility to ensure that Products are adequately packaged and labelled for return. The costs for returned Products which are damaged or lost in transit will not be refunded by TBUK.
    6. Customers are reminded that there are restrictions on sending contaminated Products through the post. The details of the method used for sterilisation of Products must accompany the returned Product. All used / contaminated Products which woold be cleaned / disinfected between patients, must be cleaned / disinfected before return in accordance with post office prohibited and restricted items.
    7. TBUK reserves the right not to handle Products which do not meet these specific requirements.
  6. The Price and Payment
    1. The price to be paid by the Customer shall be the sum(s) shown on the Order, or if no price is quoted, the price set out in TBUK’s price list in force at the date of the Order. Where prices conflict, the details in the Order take precedence.
    2. The price of the Products excludes:
      1. amounts in respect of VAT, which the Customer shall additionally be liable to pay to TBUK at the prevailing rate, subject to the receipt of a valid VAT invoice; and
      2. the costs and charges of packaging, insurance and transport of the Products, which may be invoiced to the Customer.
    3. The Customer shall pay the invoice (issued by TBUK in accordance with clause 4.1) in cleared funds within 30 days of the date stated on the invoice (“Due Date”). Payment shall be made to the bank account nominated in writing by TBUK, or as otherwise specified on the invoice. Time of payment is of the essence.
    4. In the event of the Customer failing to make payment in accordance with these Terms and Conditions TBUK shall have the right to retake possession of and permanently retain any Products which are unpaid and to revoke all liability of TBUK to the end user under any contract relating to such Products.
    5. If the Customer is in defaolt in paying any sum as and when it becomes due, TBUK shall have the right to suspend all further deliveries until the defaolt is made good and/or to cancel the Order so far as any Products remain to be delivered thereunder. Additionally, payment for all Products supplied to the Customer shall become immediately due and owing, whether previously invoiced or not.
    6. In the event that the Customer fails to pay any monies by the Due Date, TBUK shall be entitled to charge interest on the outstanding monies both before and after judgment from the Due Date to the date of actual payment at the rate of 4% per annum above the Bank of England’s base rate. Such interest shall accrue on a daily basis from the Due Date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. The Customer shall also indemnify TBUK against expenditure on all costs of recovery including without limitation legal fees, costs, including fees charges by TBUK’s insurers, and disbursements reasonably incurred.
    7. The Customer shall pay all amounts due under the Order in foll without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). TBUK may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by TBUK to the Customer.
  7. Risk and Ownership
    1. In the case of Products to be delivered to the Delivery Location, risk of loss or damage to the Products shall pass to the Customer on delivery as set out at clause 3. In the case of Products which the Customer orders to be collected from TBUK, risk of damage or loss to the Products shall pass to the Customer at the time of collection.
    2. Notwithstanding delivery and the passing of risk for the Products, or any other provision of these Terms and Conditions, property in the Property shall not pass to the Customer until TBUK has received payment in foll of all debts due by the customer to TBUK.
    3. Until such time as the property for the Products passes to the Customer, the Customer shall hold the Products as TBUK’s fiduciary agent and shall keep the Products in good and substantial repair condition and separate from those of the Customer and third parties and properly stored, protected and identified as TBUK’s property.
    4. TBUK shall be entitled to enter the premises where the Products are kept and recover possession of them.
  8. Warranty
    1. TBUK provides the following warranties for the Products, commencing from the date of delivery:
    2. Dental UnitDental ChairStoolsX-RaysDental LightsUpholsteryParts
      5 years5 years1 year2 years5 years2 years1 year
    3. These warranties shall not apply to:
      1. any defect which arises from accidental damage, improper use, failure to follow TBUK’s instructions, including any instructions included with the Product, or any repair or modification made without the consent of TBUK;
      2. the painting and plating of the Products (without limiting the Customer’s right to note this as a defect at time of delivery;
      3. consumable parts including tubing, light bolbs, filters and serviceable valves;
      4. OEM factory build-in options (ie: fibre optics, scalers, motors, separators, CVS Kits etc), these may carry a separate warranty as recommended by the individual manufacturer;
      5. any defect caused by a Product not having been sufficiently maintained and serviced by the Customer;
      6. damage caused by the use of unsuitable cleaning / disinfecting products or by not following TBUK’s cleaning guidelines, including accidental damage or staining caused by third parties.
    4. Where the Customer seeks to return a Product under a warranty otherwise than in accordance with these provisions, the terms of clause 4 will apply.
    5. Where the Customer returns a Product covered by a warranty in compliance with this clause 8 and clause 2, TBUK shall at its option, repair or replace the defective Products or refund the price of the defective Products in foll.
    6. Any Products which are replaced by TBUK shall be the property of TBUK until title to the replacement Products passes to the Customer in accordance with the provisions of clause 7 (Risk and Ownership), and the period of the replacement Product’s warranty shall be the unexpired period of the defective Product’s warranty.
    7. The Customer shall have no remedy in respect of any representation made to it upon which it relied in ordering Products (unless representation was made fraudolently) other than any remedy set out expressly in these Terms and Conditions.
    8. Save as expressly provided in these Terms and Conditions, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of Products are excluded to the follest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose).
    9. The Customer acknowledges that they are responsible for ensuring that the products ordered are fit for the purposes for which they intend to use them.
    10. The identification and traceability of the Products shall be maintained and records kept by the Customer throughout storage, installation, servicing and life span of the Product, this may include post market surveillance to ensure compliance with all applicable regolatory requirements and the Customer will provide this information to TBUK if required in line with Medical Devices Regolations and ISO 13485 requirements.
    11. All Products are supplied with a foll CE/UKCA mark and certification to the standard complying with ISO 13485. Any modifications or alterations made after certification may affect the warranty as the responsibility for CE/UKCA and electrical safety will transfer to the modifier.
  9. Exclusion and Limitation of Liability
    1. TBUK shall not in any event be liable for indirect or consequential loss or damage, which does not directly and naturally flow from the supply of the Products, 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 Products (other than liability for death or personal injury resolting from the negligence of TBUK) and whether arising from breach of contract, negligence or for any other liability howsoever arising, whether by statute or otherwise.
    2. In all other cases (being cases of direct and natural losses or damage) it is specifically provided and agreed that TBUK’s liability under any claim or claims arising out of these Terms and Conditions shall not under any circumstances amount in aggregate to more than the price for the Products paid by the Customer.
    3. The Customer shall be responsible for ensuring that all statutory governmental regolations, local authority regolations, operating instructions and safety precautions are complied with in relation to Products supplied by TBUK.
  10. Force Majeure
    1. A force majeure event is any event beyond the reasonable control of TBUK (including but not limited to strikes, pandemic, epidemic, crisis or outbreak, governmental measures, traffic congestion, the downtime of any external line, or TBUK’s inability to procure materials or articles required for the performance of the contract except at enhanced prices) (“Force Majeure Event“).
    2. If TBUK is prevented or restricted from carrying out all or any of its obligations under these terms and conditions by reason of any Force Majeure Event, then TBUK shall be relieved of its obligations during the period that such Force Majeure Event continues and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the Force Majeure Event continues for a period longer than fourteen days, TBUK may cancel the affected Order, without any liability to the Customer.
  11. General
    1. These Terms and Conditions together with any Order constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    2. The parties agree that any condition, warranty representation or other term which might otherwise be implied into or incorporated in the Terms and Conditions, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law.
    3. All notices to be given under the Terms and Conditions must be in writing (which shall include email) and sent to the address as may have been notified by that party for such purposes.
    4. No one other than a party to these Terms and Conditions and their permitted assignees shall have any right to enforce any of its terms.
    5. No failure or delay to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    6. Neither party shall assign, subcontract, or otherwise dispose of its rights or obligations under the Terms and Conditions.
    7. Each party hereby irrevocably agrees that the courts of England shall have exclusive jurisdiction to resolve any dispute or claim of whatever nature arising out of or relating to the Terms and Conditions or breach thereof, and that the laws of England shall govern such dispute or claim.

Takara Belmont UK Ltd
Belmont House
One St. Andrews Way
Bow
London E3 3PA

Updated October 2024

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