ELEXADENT LIMITED: TERMS AND CONDITIONS

  1. Interpretation

1.1 In these Conditions, the following terms shall have the meanings ascribed to them:

  • “Business Day”: Any day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business, specifically from 8:30 am to 5:30 pm.
  • “Buyer”: The individual, firm, or company purchasing Goods from Elexadent Limited.
  • “Company”: ELEXADENT LIMITED, registered in England and Wales, company number 4480256, with its registered office at 124 City Road, London EC1V 2NX.
  • “Contract”: Any agreement between the Company and the Buyer for the sale of Goods, incorporating these Conditions.
  • “Delivery Point”: The address specified by the Buyer in writing for the delivery of Goods.
  • “Goods”: Any products agreed upon in the Contract to be supplied by the Company to the Buyer.
  • “Loss”: Includes any direct, indirect, or consequential loss, such as economic loss, lost profits, lost business, or goodwill depletion.

 

1.2 References to statutory provisions include any modifications or re-enactments. Singular terms include the plural, and vice versa; references to the masculine gender include the feminine and neuter.

  1. Application of Terms

2.1 These Conditions constitute the only terms on which the Company is willing to deal with the Buyer and shall govern the Contract to the exclusion of any other terms.

2.2 Together with the Contract, these Conditions represent the entire agreement between the Company and the Buyer.

2.3 Inconsistencies between these Conditions and other terms shall be resolved in favor of these Conditions.

2.4 Buyer-proposed terms not explicitly agreed in writing are ineffective under the Contract.

2.5 Variations to these Conditions require express written agreement, signed by the Company’s Commercial Director.

2.6 Quotes are valid for 30 days unless withdrawn, becoming binding at written confirmation or product delivery.

  1. Description of Goods

3.1 Goods’ quantity and description shall be as specified in the Company’s quotation or order acknowledgment.

3.2 Illustrative materials are for general guidance and do not constitute a warranty.

3.3 The Company may amend Goods’ design or specification without notice.

  1. Delivery

4.1 Standard delivery is within 3-5 business days, extendable to 30 days for special orders. Online orders may take up to 30 days.

4.2 Delivery occurs at the designated Delivery Point unless otherwise agreed in writing.

4.3 The Buyer must accept delivery within seven days of notification of readiness.

4.4 Failure to facilitate delivery passing responsibility and risk to the Buyer.

4.5 Buyer-provided equipment is responsible for Goods unloading costs.

4.6 Goods may be delivered in instalments, each treated as a separate Contract.

4.7 The Company disclaims liability for delays unless exceeding 100 days, potentially justifying Buyer contract termination.

  1. Delivery to Customer Sites

5.1 Orders require a business address; home deliveries incur higher charges.

5.2 Risk of theft or damage in unattended home deliveries falls to the customer.

5.3 Claims for home delivery issues must be directed to the courier.

  1. Non-Delivery

6.1 Consignment records upon dispatch are conclusive unless the Buyer substantiates discrepancies.

6.2 Non-delivery claims must be filed within five days post expected delivery.

6.3 Liability for non-delivery is limited to replacement or credit issuance.

  1. Risk and Title

7.1 Risk transfers at delivery; ownership remains with the Company until full payment has been received.

7.2 Goods must be stored securely and insured by the Buyer until ownership transfers.

7.3 Sales permissible only in the ordinary business course before ownership transfer.

7.4 Buyer’s right to possession ends with insolvency events or Contract breaches.

7.5 The Company retains entry rights for Goods recovery.

  1. Cancellation

8.1 The Company may cancel orders prior to delivery without liability.

8.2 Consumers may cancel orders within seven business days, subject to return and restocking fees (25%).

8.3 Restocking charges cover testing and repackaging of returned Goods.

  1. Price

9.1 Prices exclude VAT, packaging, and delivery unless stated otherwise.

9.2 Restocking charges apply per returned item policy.

  1. Payment

10.1 Standard payment terms: 7 days post-invoice, 30 days for verified accounts.

10.2 Unpaid invoices accrue delay charges at 2% per month.

10.3 Transactions via credit card incur a 2.5% processing fee.

10.4 Payment alignments with defined consumer protections occur pre-dispatch.

  1. Quality

11.1 Transfer of manufacturer warranties when the Company is not the manufacturer Goods.

11.2 The Company warrants that upon delivery and for a period of 12 months thereafter:

  • 11.2.1 Goods shall be of satisfactory quality as defined by the Sale of Goods Act 1979.
  • 11.2.2 Goods shall be fit for any particular purpose for which they are purchased, provided that the Buyer has communicated that purpose to the Company in writing prior to the order acceptance.

11.3 Liability for warranty breaches is contingent upon:

  • 11.3.1 The Buyer notifying the Company in writing of any defect within five days of discovery.
  • 11.3.2 The Company being afforded a reasonable opportunity to examine the Goods and the Buyer returning the Goods at the Company’s expense for examination.

11.4 Warranty claims are void if:

  • 11.4.1 The Buyer continues using the Goods after notifying a defect.
  • 11.4.2 The defect arises from the Buyer’s failure to adhere to the Company’s instructions regarding storage, installation, usage, or maintenance.
  • 11.4.3 Any alteration or repair is made to the Goods without the Company’s written consent.

11.5 If the Goods do not conform to the warranty provisions, the Company may at its discretion:

  • 11.5.1 Repair or replace the defective Goods.
  • 11.5.2 Refund the Buyer at a pro-rata rate, subject to the Buyer returning the Goods if requested.

11.6 Replaced Goods become the Company’s property, and repaired or replaced Goods retain warranty coverage for the remaining period of the original warranty.

11.7 The Company shall charge a handling fee for Goods returned due to ordering errors or cancellations, set at 25% of the Goods’ value.

11.8 Any boxed software returns must have unbroken box seals; electronic software returns require signed “Proof of Destruction” to credit the Buyer’s account.

  1. Limitation of Liability

12.1 Subject to conditions 4, 5, and 11, the Company’s total financial liability encompasses:

  • 12.1.1 Contractual breaches,
  • 12.1.2 Use or resale of Goods by the Buyer,
  • 12.1.3 Any representation or tortious act (including negligence).

12.2 Excluding consumers under applicable laws, all implied warranties and conditions are excluded to the maximum extent permissible by law.

12.3 The Company’s liability does not exclude:

  • 12.3.1 Death or personal injury due to the Company’s negligence.
  • 12.3.2 Liability under the Consumer Protection Act 1987.
  • 12.3.3 Fraud or fraudulent misrepresentation.

12.4 The Company’s liability is constrained to the price of the Goods involved, and excludes any indirect losses, including lost profits or business.

12.5 Nothing in these Conditions affects the statutory rights of a consumer as defined by applicable regulations.

  1. Assignment

13.1 The Company may assign or subcontract any of its rights or obligations under the Contract without the Buyer’s consent.

13.2 The Buyer shall not assign or transfer rights or obligations without the Company’s prior written consent.

  1. Severance

14.1 If any provision of these Conditions is deemed illegal, invalid, or unenforceable, the remaining provisions shall remain in full effect.

14.2 Any provision found to be partially unenforceable shall be valid to the extent necessary to render it enforceable.

  1. Waiver and Remedies

15.1 A failure or delay by the Company to invoke any right does not constitute a waiver of that right.

15.2 Waiver of any breach shall not be deemed a waiver of any subsequent breach.

15.3 Rights and remedies conferred in these Conditions are cumulative and do not exclude other rights or remedies provided by law.

  1. Force Majeure

16.1 The Company is entitled to defer delivery, cancel the Contract, or reduce the Goods volume ordered if prevented from performing business due to circumstances beyond reasonable control, including, but not limited to:

  • 16.1.1 Acts of God,
  • 16.1.2 Government actions,
  • 16.1.3 War, terrorism, civil unrest,
  • 16.1.4 Fire, flood, epidemic, strikes, and supply delays.

16.2 If a force majeure event persists for more than 100 days, the Buyer may terminate the Contract by written notice.

  1. Notices

17.1 Any notice or communication from either party regarding the Contract must be in writing, served by:

  • 17.1.1 Hand delivery,
  • 17.1.2 Prepaid first-class post,
  • 17.1.3 Facsimile or email transmission.

17.2 Notices directed to the Company should be emailed to: customerservice@elexadent.com, and to the Buyer at the email address provided in the Contract documentation.

17.3 Notices are deemed served:

  • 17.3.1 If delivered by hand, on the Business Day following delivery.
  • 17.3.2 If sent by prepaid first-class post, on the second Business Day following posting.
  • 17.3.3 If sent by facsimile or email transmission, on the Business Day following the transmission.

17.4 All notices must be in English for validity and clarity.

  1. Third Party Rights

18.1 The provisions of the Contract and these Conditions are intended solely for the benefit of the parties and their successors and permitted assigns.

18.2 No other person shall have any rights to enforce any term of the Contract under the Contracts (Rights of Third Parties) Act 1999 or any other applicable legislation.

  1. Governing Law and Jurisdiction

19.1 The Contract and these Conditions shall be governed by and construed in accordance with English law.

19.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England to settle any dispute or claim arising out of or in connection with the Contract or these Conditions.



Shopping Basket
Scroll to Top