TERMS & CONDITIONS OF SALE

The Customer should read the terms and conditions set out in this document (the "Conditions") carefully as they set out how the Goods will be provided and the obligations on the Customer. The Customer's attention is drawn in particular to the provisions of Conditions 7, 8, and 9.

1. Definitions and Interpretation

1.1. In these Conditions, unless the context requires otherwise, the following definitions apply:

Additional Terms means any terms varying or adding to the Conditions as agreed by Orthostore pursuant to Condition 13.3;

Contract means the contract between Orthostore and the Customer for the sale and purchase of Goods in accordance with these Conditions and, if applicable,

Additional Terms;
Customer means the person or firm who purchases Goods from Orthostore;

Orthostore is a trading name of DB Orthodontics registered in England and Wales with company number 01009424, whose registered address is Ryefield Way, Silsden, West Yorkshire, BD20 0EF;
Force Majeure Event means has the meaning given in Condition 11;

Goods means the goods (or any part of them) that Orthostore agrees to supply to the Customer as set out in the Order;

Intellectual Property Rights means patents, rights to inventions, copyright and related rights, moral rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of, confidential information including know-how and trade secrets and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; and

Order means the Customer's order for the Goods, as set out in the Customer's purchase order form, or as placed with Orthostore by telephone, fax, email, through Orthostore's website or with an Orthostore sales representative, as the case may be.

1.2. Interpretation In these Conditions, the following rules apply:
(a) a reference to a statute or statutory provision is a reference to such statute or provision as amended, re-enacted or superseded. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(b) any phrase introduced by the terms including, include, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

2. Basis of contract

2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate (whether endorsed on, delivered with, or contained in the Customer's Order or other documents) or which are implied by trade, custom, practice or course of dealing.

2.2. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.

2.3. The Order shall only be deemed to be accepted when Orthostore confirms acceptance orally or in writing or if earlier, delivers the Goods.

2.4. Once the Contract comes into existence, the Customer shall not cancel or vary the Order without Orthostore's express written consent. Orthostore reserves the right to charge the Customer a reasonable cancellation charge in the event of such cancellation.

2.5. Any samples, drawings, descriptive matter or advertising produced by Orthostore and any descriptions or illustrations contained in the Orthostore's catalogues or brochures or on its website are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

2.6. Any quotation given by Orthostore shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.

2.7. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any document that is inconsistent with these Conditions.

3. Goods

3.1. The Customer must ensure that the Goods meet its requirements and are suitable for its purposes and Orthostore shall not be liable for the Customer's failure to do so.

3.2. Any recommendations made by Orthostore are made in good faith, do not constitute a guarantee and cannot be relied on by the Customer.

3.3. Orthostore reserves the right to amend any descriptions, drawings, specifications, technical data, illustrations, brochures, advertising materials, its website and any other materials provided at any time without notice. Orthostore reserves the right to amend the specification of Goods if required by any applicable statutory or regulatory requirements.

3.4. Certain Goods may be available exclusively online through Orthostore's website or through other promotions from time to time, as stock levels for some Goods may be limited and Orthostore cannot guarantee that certain Goods will always be available even if stated otherwise. Where Orthostore does not have any availability of certain Goods and a Customer makes an Order and payment, Orthostore will endeavour to inform the Customer as soon as reasonably practical and, if applicable, provide an indication of when the Goods are likely to be back in stock. In these circumstances, Orthostore's liability shall be limited to issuing a refund to the Customer for the price paid and Orthostore shall have no liability to the Customer for late delivery.

3.5. Orthostore reserves the right to discontinue any Goods at any time. In circumstances where a Customer has ordered and paid for any Goods that are then discontinued, Orthostore's liability shall be limited to issuing a refund to the Customer for the price paid for the discontinued Goods.

4. Delivery

4.1. Unless otherwise agreed in writing by Orthostore, Orthostore shall deliver the Goods to the location set out in the Order (Delivery Location).

4.2. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location. Orthostore's record of delivery to the Customer shall be conclusive evidence of such unless the Customer can provide conclusive contrary evidence.

4.3. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Orthostore shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Orthostore with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.4. If Orthostore fails to deliver the Goods, 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 Goods. Orthostore shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Orthostore with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5. If 7 days after the day on which Orthostore attempted delivery of the Goods the Customer has not accepted delivery of them, Orthostore may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

4.6. The Customer shall not be entitled to reject the Goods if Orthostore delivers up to and including 5% more or less than the quantity and/or volume of Goods ordered, but a pro-rata adjustment shall be made to the relevant invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.

4.7. Orthostore may deliver the Goods in instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. Quality

5.1. Unless stated otherwise, Orthostore warrants that on delivery, and for a period up until any expiry date specified for particular Goods either on its packaging or on the relevant delivery note, or if no such expiry date is specified a period of 12 months from the date of delivery (Warranty Period), the Goods shall:

(a) conform in all material respects with their description and any applicable specification;

(b) be free from material defects in design, material and workmanship; and

5.2. Subject to Condition 5.3, if:

(a) the Customer gives notice in writing to Orthostore during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Condition 5.1;

(b) Orthostore is given a reasonable opportunity of examining such Goods; and

(c) the Customer (if asked to do so by Orthostore) returns such Goods to Orthostore's place of business at Orthostore's cost, Orthostore shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3. Orthostore shall not be liable for any Goods' failure to comply with the warranty set out in Condition 5.1 in any of the following events:

(a) the Customer makes any further use of such Goods after giving notice in accordance with Condition 5.2;

(b) the defect arises because the Customer failed to follow Orthostore oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practices regarding the same;

(d) the Customer alters or repairs such Goods without the written consent of Orthostore;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, abnormal storage or working conditions; or

(f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4. Except as provided in this Condition 5, Orthostore shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in Condition 5.1.

5.5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.6. These Conditions shall apply to any repaired or replacement Goods supplied by Orthostore.

6. Title and risk

6.1. Unless otherwise agreed in writing, risk in the Goods shall pass to the Customer on completion of delivery of such Goods.

6.2. Title to the Goods shall pass to the Customer at the earlier of:

(a) Orthostore receiving from the Customer payment in full (in cash or cleared funds) for:

(i) the Goods; and

(ii) all other sums which are due to Orthostore;

(b) the Customer reselling the Goods, in which case title to the Goods shall pass to the Customer at the time specified in Condition 6.4.

6.3. Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods for which it has not paid separately from all other goods held by the Customer so that they remain readily identifiable as Orthostore's property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d) notify Orthostore immediately if it becomes subject to any of the events listed in Condition 8.1;

(e) give Orthostore such information relating to the Goods as Orthostore may require from time to time; and

(f) permit or procure permission for Orthostore, its agents and authorised representatives to enter any premises of the Customer or of any third party where the Goods are stored in order to inspect whether the Customer is in compliance with this Condition 6.3 and/or recover the Goods.

6.4. Subject to Condition 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Orthostore receives payment for the Goods. However, if the Customer resells the Goods before that time:

(a) it does so as principal and not as Orthostore's agent; and

(b) title to the Goods shall pass from Orthostore to the Customer immediately before the time at which resale by the Customer occurs.

6.5. If before title to the Goods passes to the Customer the Customer becomes subject to an Insolvency Event (as defined in Condition 8.1), then, without limiting any other right or remedy Orthostore may have:

(a) the Customer must immediately notify Orthostore of the event;

(b) the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and

(i) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and

(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

6.6. If Orthostore repossesses any Goods or the Customer delivers up any Goods, in accordance with this Condition 6 the Contract for those Goods shall be rescinded.

6.7. Orthostore shall be entitled to recover payment for any Goods under a Contract notwithstanding the fact that title in any of the Goods has not passed to the Customer.

7. Price and payment

7.1. All provisions of this Condition 7 shall apply to all Orders, save to the extent an alternative arrangement is agreed in writing by Orthostore.

7.2. The price of the Goods shall be the price set out in the Order or if not specified in the Order, will be Orthostore's published list price at the time of dispatch.

7.3. Orthostore reserves the right to vary the price of the Goods, by giving notice to the Customer at any time prior to delivery of the Goods, to take into account any variation in costs of the Goods which is due to:

(a) any factor beyond Orthostore control (including foreign exchange fluctuations, increases in taxes and duties and increases in labour, materials and other manufacturing costs);

(b) a request by the Customer to change the delivery date(s), quantities or types or specification of Goods ordered; or

(c) any delay caused by any instructions of the Customer or failure of the Customer to give Orthostore adequate or accurate information or instructions.

7.4. The price of the Goods is exclusive of:

(a) the costs and charges of packaging, insurance and transport of the Goods, which the Customer shall pay to Orthostore; and

(b) amounts in respect of value-added tax (VAT), which the Customer shall pay to Orthostore at the prevailing rate, subject to receipt of a valid VAT invoice.

7.5. Orthostore may invoice the Customer for the Goods on or at any time after the completion of delivery.

7.6. The Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by Orthostore. Time of payment is of the essence.

7.7. In the event of a failure by the Customer to comply with Condition 7.6, then in addition to the right to charge interest pursuant to Condition 7.8 Orthostore reserves the right to charge reasonable administration charges, including:

(a) £15 for failed payment attempts such as unsuccessfully drawn cheques; and

(b) £35 for commencing any debt recovery actions required; and in each instance applying VAT where applicable.

7.8. If the Customer fails to make any payment due to Orthostore under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per annum above Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until the actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount and any charges pursuant to Condition 7.7. The Customer shall indemnify, keep indemnified and hold harmless Orthostore in respect of any loss, liability, damage, costs and expenses (including, without limitation, legal costs) suffered or incurred by Orthostore in recovering any unpaid and overdue sums.

7.9. The Customer shall pay all amounts due under the Contract in full without any setoff, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Orthostore may at any time, without limiting any other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Orthostore to the Customer.

8. Termination

8.1. Without limiting its other rights or remedies, Orthostore may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer (being a body corporate) is declared or becomes insolvent, has a moratorium declared in respect of any of its indebtedness, enters into administration, receivership, administrative receivership or liquidation or takes or suffers any similar action in any jurisdiction or any step is taken (including the making of an application, the entering into of a board resolution or the giving of any notice) by it or by any other person in respect of any of these circumstances (an Insolvency Event);

(b) the Customer (being an individual) is declared bankrupt, enters into any composition or arrangement with his creditors, has a receiver appointed to any of his assets, or ceases to carry on business, takes or suffers any similar action in any jurisdiction or any step is taken (including the making of an application or the giving of any notice) by him or any other person in respect of any of these circumstances

(also an Insolvency Event) (or, the Customer being a partnership, has a partner to whom any Insolvency Event applies);

(c) the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the Customer fails to pay any amount due under the Contract within 7 days following receipt of written notice of such non-payment by Orthostore.

8.2. Without limiting its other rights or remedies, Orthostore may suspend the provision of the Goods under the Contract or any other contract between the Customer and Orthostore if the Customer becomes subject to an Insolvency Event, or Orthostore reasonably believes that the Customer is about to become subject to an Insolvency Event, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

8.3. On termination of the Contract for any reason the Customer shall immediately pay to Orthostore all of Orthostore's outstanding unpaid invoices, any applicable charges and interest.

8.4. Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.

8.5. Conditions which expressly or by implication survive termination of the Contract shall continue in full force and effect.

9. Limitation of liability

9.1. Nothing in these Conditions shall limit or exclude Orthostore's liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation;

(d) any matter in respect of which it would be unlawful for Orthostore to exclude or restrict liability.

9.2. Subject to Condition 9.1:

(a) Orthostore shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for:

(i) any indirect, special, consequential or pure economic loss or damage;

(ii) any loss of profits, anticipated profits, revenue or business opportunities; or

(iii) damage to goodwill

(in each case arising as a direct or indirect result of the relevant claim); and

(b) Orthostore's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 500% of the price of the Goods in relation to which the claim arises.

10. Intellectual Property

10.1. Unless otherwise expressly stated in writing by Orthostore, the Customer acknowledges that all Intellectual Property Rights used by or subsisting in the Goods are and shall remain the sole property of Orthostore or (as the case may be) the third-party rights owner.

10.2. To the extent that Goods are to be manufactured in accordance with the Customer's specific instructions or specification, the Customer shall indemnify, keep indemnified and hold harmless Orthostore from and against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit and loss of reputation whether arising in tort (including negligence), in contract or otherwise and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Orthostore as a result of or in connection with any claim made against Orthostore for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with Orthostore use of the specific instructions or specification. This Condition 10.2 shall survive termination of the Contract.

10.3. Orthostore may inform third parties that it provides or has provided the Goods to the Customer. The Customer licenses Orthostore to use its name and logo(s) for this sole purpose.

11. Force majeure

11.1. Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event which hinders, delays or prevents performance of a party's obligations and which is either beyond that party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure or interruption of energy sources, other utility service or transport network, acts of God, war, threat of or preparation for war, armed conflict, terrorism, riot, civil commotion, interference by civil or military authorities, sanctions, embargo, export or import restriction, quota or prohibition, breaking off of diplomatic relations, national or international calamity, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosion, collapse of building structures, fire, flood, drought, storm, earthquake, volcanic eruption, loss at sea, epidemic, pandemic or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

12. Data Protection

12.1. Orthostore will use and process the Customer's (including its employees and/ or agents) information and personal data in accordance with its privacy policy (as amended from time to time and which is available at https://dbortho.com/pages/ privacy-policy, incorporated into these Conditions by reference).

12.2. Where Orthostore requests details or is given details of the Customer's customers or end users for the purposes of handling product complaints or other issues, such information will only be used by Orthostore for resolving such complaints or providing assistance or other product support as required. Orthostore shall be responsible for providing appropriate information to the relevant person and obtaining any necessary consent in accordance with applicable data protection laws in respect of any additional use of the data.

13. General

13.1. Orthostore may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Orthostore.

13.2. The Contract (incorporating these Conditions and any Additional Terms) 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. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Orthostore which is not set out in the Contract.

13.3. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by Orthostore.

13.4. Failure or delay by Orthostore to enforce, or partially enforce, any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. Any waiver by Orthostore of any breach of, or any default under, any provision of the Contract by the Customer shall be in writing and shall not be deemed to be a waiver of any subsequent breach or default and shall in no way affect the other provisions of the Contract.

13.5. If any provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification or deletion of a provision under this Condition shall not affect the validity and enforceability of the rest of the Contract.

13.6. All notices sent by the Customer to Orthostore must be sent to Orthostore at its registered address (as detailed in Condition 1.1) or by email at sales@orthostore.co.uk. Orthostore may send notices to the Customer at the email or postal address, or by facsimile to the number, provided by the Customer to Orthostore.

13.7. All communications between the parties about the Contract, including any notices to be sent or received under the Contract, must be in writing. Notices shall be deemed served on delivery if delivered by hand, 48 hours after posting if sent by post, and on completion of transmission if sent by email or facsimile.

13.8. No one other than a party to the Contract (and their permitted assignees) shall have any right to enforce any of its terms.

13.9. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between Orthostore and the Customer, constitute either party the agent of the other party or authorise either party to make or enter into any commitments for or on behalf of the other party.

13.10. The Contract and any dispute or claim arising out of or in connection with the formation, construction, performance, validity and all aspects of the Contract shall be governed by and constructed in accordance with the law of England and Wales.

13.11. The parties agree that the courts of England and Wales shall have the nonexclusive jurisdiction to settle any dispute or claim arising out of or in connection with the subject matter, formation, construction, performance, validity and all aspects of the Contract.