The Biomaterial Store

Implantiem Ltd trading as The Biomaterial Store

1. DEFINITIONS

1.1 “Customer” means the person, business or organisation placing an order for Goods with the Company.

1.2 “Company”, “we”, “us” or “our” means Implantiem Ltd, trading as The Biomaterial Store, a company registered in England and Wales under company number 12761029, whose registered office is at Colchis House, Brassey Road, Shrewsbury, SY3 7FA.

1.3 “Goods” means all goods which are the subject of an order and are to be supplied by the Company under these Terms.

1.4 “Terms” means these General Terms and Conditions of Sale.

2. ORDERS

2.1 All orders are subject to acceptance by the Company. There shall be no binding agreement between the Customer and the Company until the Customer’s order has been accepted in writing by the Company or the Goods have been despatched, whichever occurs first. Following such acceptance or despatch, an order may not be cancelled by the Customer except with the prior written agreement of the Company.

2.2 All orders placed must comply with the Company’s prevailing ordering procedures.

2.3 All orders are accepted subject to the availability of Goods.

2.4 Orders will not be accepted unless the Customer is a GDC-registered dental practitioner and the Company has a record of the relevant GDC registration details.

3. PRICES

3.1 Unless otherwise agreed in writing, the Goods shall be sold and invoiced at the Company’s current prices at the date of order. Catalogues, price lists, website listings and other advertising material are provided for illustrative purposes only.

3.2 Delivery charges will be displayed or otherwise notified to the Customer before an order is completed. The Company reserves the right to make an additional charge for special or expedited deliveries where requested by the Customer.

3.3 Unless expressly stated otherwise, prices are exclusive of VAT and any other applicable taxes or charges, which shall be payable by the Customer.

3.4 The Company reserves the right to revise prices prior to accepting an order. Once an order has been accepted, the price will not normally be changed except where required by law or where the Customer agrees to a change.

4. PAYMENT

4.1 Unless payment is required at the time of ordering or otherwise agreed in writing, payment of invoices must be received by the Company in full within 30 days of the date of invoice.

4.2 All monies owed to the Company must be paid in full and on time.

4.3 The Customer shall not be entitled to withhold or set off payment of any amount due to the Company in respect of any claim for damage to Goods or alleged breach of contract, except where the Customer has a legal right to do so.

4.4 If the Customer makes a payment without identifying the invoice or Goods to which it relates, the Company may apply the payment against any outstanding sums owed by the Customer.

4.5 Without prejudice to the Company’s other rights, if the Customer fails to pay any amount by the due date:

4.5.1 the Company may cancel any outstanding order or contract with the Customer and/or suspend further deliveries;

4.5.2 the Company may charge interest on overdue sums at the rate permitted by applicable law from the due date until payment is received;

4.5.3 the Customer shall be responsible for reasonable costs incurred by the Company in recovering overdue amounts, to the extent permitted by law; and

4.5.4 the whole of any balance outstanding to the Company may become immediately due and payable.

4.6 The Company reserves the right to require the Customer to pay for Goods in advance.

5. DELIVERY

5.1 Delivery shall take place when the Goods are delivered to the Customer’s premises or to another delivery address specified in the Customer’s order.

5.2 Any dates and times quoted by the Company for delivery are estimates only unless expressly agreed otherwise in writing. The Company shall not be liable for reasonable delays outside its control.

5.3 The Company will endeavour to deliver the quantity of Goods ordered by the Customer. In the event of a shortage, the Customer must notify the Company in accordance with Clause 6.

6. EXAMINATION AND CLAIMS

6.1 The Customer should examine the Goods as soon as reasonably practicable following delivery.

6.2 Any apparent shortage, damage, incorrect Goods or other non-conformance should be reported to the Company’s Customer Service Department as soon as reasonably practicable and, where possible, within 48 hours of delivery.

6.3 Notification may be made by email or post.

6.4 Nothing in this Clause limits any statutory rights that cannot lawfully be excluded or restricted.

7. GOODS

7.1 The Company shall ensure that the Goods:

·       are of satisfactory quality as required by applicable law;

·       are reasonably fit for any purpose expressly held out by the Company or made known to and accepted by the Company;

·       where applicable, are free from defects in materials and workmanship;

·       comply with applicable statutory and regulatory requirements relating to their manufacture, labelling, packaging, storage, handling and delivery; and

·       where applicable, are sufficiently identifiable and appropriately labelled to enable traceability, including for the purposes of product safety notices or recalls.

7.2 The Company shall maintain all licences, permissions, authorisations, consents and permits required by law to carry out its obligations in relation to the Goods.

7.3 The Goods will correspond substantially with their general description. The Company and/or manufacturer may make reasonable changes to packaging, composition, manufacturing processes or specifications where those changes do not materially affect the quality, safety or intended use of the Goods.

8. RETURNS & REFUNDS

8.1 Exchanges

Subject to the conditions below, the Company may allow eligible products to be returned for exchange within 30 days of the invoice date. The Customer must include the appropriate returns documentation when returning Goods. Goods returned for exchange must, unless defective:

·       be unused;

·       be unopened and in their original packaging;

·       be in a condition suitable for resale; and

·       have been stored and handled in accordance with any applicable manufacturer requirements.

Certain Goods may not be eligible for return or exchange where this would be inappropriate for health, hygiene, safety, regulatory or product-integrity reasons.

8.2 Refunds

Subject to these Terms, the Company will issue a refund for eligible Goods returned within 30 days of purchase. Where eligible Goods are accepted for return after 30 days, the Company may issue a credit to the Customer’s account rather than a monetary refund. This returns policy does not affect any statutory rights that apply where Goods are faulty, damaged, incorrectly supplied or otherwise do not conform to the contract.

8.3 Customers should contact The Biomaterial Store before returning Goods to obtain the appropriate return instructions.

9. WARRANTY & LIMITATION OF LIABILITY

9.1 Nothing in these Terms shall exclude or limit any warranty, condition, right or liability which cannot lawfully be excluded or limited.

9.2 The Company warrants that, at the time of delivery, the Goods will be reasonably free from defects in materials and workmanship and will comply with the requirements set out in Clause 7.

9.3 The Customer should notify the Company promptly after discovering any alleged defect and provide such information as the Company may reasonably require to investigate the claim.

9.4 Where the Company accepts that Goods are defective or otherwise do not comply with these Terms, the Company may, as appropriate and subject to the Customer’s legal rights, repair or replace the Goods, provide an account credit, or issue a refund.

9.5 The Company shall not be liable for failure or delay in supplying Goods where the failure or delay results from circumstances beyond the Company’s reasonable control.

9.6 To the fullest extent permitted by law, the Company shall not be liable for indirect or consequential loss, loss of profit, loss of business, loss of revenue or loss of anticipated savings arising from a contract with the Customer.

9.7 Any exclusions or limitations of liability contained in these Terms shall, where legally permissible, also apply for the benefit of the Company’s directors, employees, representatives and agents.

9.8 Nothing in these Terms shall exclude or limit the Company’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability which cannot legally be excluded or limited.

10. SPECIAL PROVISIONS FOR ORDERS PLACED VIA THE BIOMATERIAL STORE WEBSITE

10.1 These provisions apply where a Customer places an order through The Biomaterial Store online shop at www.thebiomaterialstore.co.uk. The online shop is intended for GDC-registered dental practitioners.

10.2 The Customer may be required to register and provide evidence of appropriate professional qualifications or registration before purchasing Goods.

10.3 Where registration is required, login credentials are personal to the registered user and must not be transferred or disclosed to third parties.

10.4 Products displayed on the website constitute an invitation to place an order and do not constitute a binding offer by the Company. The Customer places an order by completing the online checkout process and submitting the requested information. An electronic acknowledgement confirming receipt of an order does not necessarily constitute acceptance of that order. The Company may review the information supplied by the Customer, including professional credentials where applicable. A contract is formed when the Company confirms acceptance of the order or despatches the Goods, whichever occurs first.

10.5 Delivery dates or times shown on the website are estimates unless expressly confirmed as binding by the Company in writing.

11. TITLE AND RISK

11.1 Risk in the Goods shall pass to the Customer upon delivery.

11.2 Title to the Goods shall remain with the Company until the Company has received payment in full for those Goods.

11.3 Where legally applicable, until title passes to the Customer, the Customer shall take reasonable care of the Goods and shall not pledge or otherwise use them as security.

12. CUSTOMER CONFIDENTIALITY

12.1 Any confidential information supplied by the Company to the Customer concerning the Company’s business shall be treated as confidential.

12.2 The Customer shall not disclose or use such confidential information other than for the purposes for which it was provided, unless authorised by the Company, required by law, or the information is already lawfully in the public domain other than as a result of a breach of confidentiality.

13. TRADEMARKS, PATENTS & COPYRIGHT

13.1 The Customer acknowledges all applicable trademarks, service marks, trade names, patents, copyright and other intellectual property rights belonging to the Company, its suppliers, manufacturers or licensors in connection with the Goods and associated materials.

13.2 The Customer shall not remove, alter, conceal or misuse any trademark, trade name, copyright notice, product identifier or other proprietary marking applied to the Goods or associated materials.

13.3 The Customer should promptly notify the Company if it becomes aware of any suspected infringement of intellectual property rights relating to the Goods.

14. FORCE MAJEURE

14.1 The Company shall not be liable for any failure or delay in performing its obligations where that failure or delay results from circumstances beyond its reasonable control. Such circumstances may include, without limitation, acts of God, fire, flood, severe weather, epidemic or pandemic, war, civil disturbance, industrial disputes, transport disruption, power or telecommunications failure, shortages of materials or stock, manufacturing disruption, governmental action, import or export restrictions or failures by third-party suppliers or carriers beyond the Company’s reasonable control.

14.2 In such circumstances, the Company may suspend performance for the duration of the event or, where performance becomes impossible or commercially impracticable for a prolonged period, cancel the affected order.

14.3 Cancellation under this Clause shall not affect the Customer’s obligation to pay for Goods already delivered.

15. WAIVER

15.1 No failure or delay by the Company in exercising any right or remedy under these Terms shall constitute a waiver of that or any other right or remedy. A waiver relating to one breach shall not constitute a waiver of any subsequent breach.

16. ASSIGNMENT

16.1 The Customer may not assign, transfer or subcontract its rights or obligations under an order without the prior written consent of the Company.

16.2 The Company may assign, transfer or subcontract its rights or obligations where reasonably necessary in connection with its business, provided this does not materially reduce the Customer’s rights.

17. SEVERABILITY

17.1 If any provision, or part of a provision, of these Terms is found to be illegal, invalid or unenforceable, that provision or part shall be treated as severed from these Terms to the minimum extent necessary.

17.2 The remaining provisions shall continue in full force and effect.

18. GOVERNING LAW AND JURISDICTION

18.1 These Terms and any contract incorporating them shall be governed by and construed in accordance with the laws of England and Wales.

18.2 The courts of England and Wales shall have jurisdiction in relation to any dispute arising out of or in connection with these Terms or any contract incorporating them, subject to any mandatory legal rights which apply.

18.3 The place of performance shall be the registered office of Implantiem Ltd, unless otherwise agreed.

19. NOTICES

19.1 Unless otherwise agreed in writing, formal notices to the Company should be sent to:

Implantiem Ltd trading as The Biomaterial Store
Colchis House
Brassey Road
Shrewsbury
SY3 7FA
United Kingdom

19.2 Notices may also be sent by email to info@thebiomaterialstore.co.uk or another email address designated by the Company for that purpose.

20. HEADINGS

20.1 The headings in these Terms are for convenience of reference only and shall not affect their interpretation.