“Company” means Axon Beal Ltd t/a Clark Dental Sales of Zan Business Park, Crewe Road, Sandbach, Cheshire CW11 4QD.
Company number 8558727; registered at the above address.
“Conditions” means these Terms and Conditions of Sale and Repair.
“Contract” means the contract for the sale of Goods and/or the supply of the Services by the Company governed by these Conditions.
“Customer” means the person, firm or company from whom an Order is accepted by the Company.
“Goods” means any goods agreed in the Contract to be supplied to the Customer by the Company (including any part or parts of them).
“Order” means the articles placed by the Customer for the supply of the Goods.
“Services” means repair services described in the Order and supplied under the terms of the Contract.
2. The Agreement
The Contract and all agreements from time to time entered into between the Company and the Customer which provide for the sale of
any goods or the supply of any repair services by the Company to the Customer shall be deemed to incorporate these Conditions
which represent the entire agreement of the Company and the Customer with regard to the Goods and/or Services except as may be
otherwise specifically agreed in writing by the Company.
These Conditions shall override any terms and conditions stipulated, incorporated or referred to by the Customer in any order,
correspondence, negotiations or in any other way. No order is binding on the Company until expressly accepted by the Company.
Without prejudice to the foregoing acceptance of delivery of the Goods by the Customer or the submission by the Customer of goods
for repair by the Company shall be deemed to constitute acceptance of these Conditions to the exclusion of all other terms and
If any term or condition herein (or part thereof) is held to be invalid or unenforceable for any reason by any court of competent
authority, it is to that extent to be deemed removed from the Contract without prejudice to the validity or effectiveness of the remaining
terms and conditions hereof.
The rights of the Company shall not be prejudiced or restricted by any indulgence or forbearance extended to the Customer and no
waiver of any breach shall operate as a waiver of any subsequent breach.
If the Customer (being a company) has a petition presented for its winding up or passes an amalgamation or reconstruction or
becomes insolvent or compounds with its creditors or has an administrator or administrative receiver appointed over all or any part of
its assets or (being an individual) becomes bankrupt or insolvent or enters into any arrangement with its creditors or (in any case)
commits a material or serious breach of the Contract (and in the case of such a breach being remediable fails to remedy it within 7
days of receiving notice to do so), he will be deemed to have repudiated the Contract.
No cancellation of any Order by the Customer is permitted except where expressly agreed by the Company in writing.
If the Company agrees to a cancellation of an Order and the Goods have already been shipped from the Company’s warehouse or the
Company has commenced performance of the Services the Customer shall pay 15% of the value of the Order plus VAT to the
Company to cover administration costs.
All goods and services are supplied subject to the Company’s prices ruling at the time of the acceptance of the order. All prices quoted
are ex works and exclusive of VAT and all costs or charges in relation to loading, unloading, carriage, insurance and packing, all of
which amounts the Customer shall pay in addition.
The Customer shall not be entitled to make any deduction from the price of the Goods or the Services in respect of any alleged rights
to set off or counterclaim unless both the validity and the amount thereof have been expressly acknowledged and admitted by the
Company in writing.
5. Payment Terms
Payment for the Goods and/or Services shall be due in seven days after the date of the invoice, unless otherwise stated. Any deposit
payments requested/received by the Company does not constitute part payment of the total monies due. All deposits received will be
refunded to the Customer in full once full and final settlement has been received and cleared in the Companies nominated bank
The Company reserves the right to require full payment with the Order prior to delivery of the Goods or completion of the Services for
new customers or customers in respect of which the provisions of Clause 5 apply.
Time for payment shall be of the essence and without prejudice to any other right which the Company may have. If the Buyer fails to
pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the
due date for payment at the rate of 8% above the base lending rate from time to time of The Bank of England, accruing on a daily basis
until payment is made, whether before or after any judgment. (The Company reserves the right to claim interest under the Late
Payment of Commercial Debts (interest) Act 1998), as amended and supplemented by the Late Payment of Commercial Debts
The Company reserves the right to suspend further delivery or works to demand security for payment and to cancel and allowance for
further credit in the event of:
(a) Any payment under the Contract (or any other contract with the Customer) not being made when due: or
(b) The Company in its sole discretion at any time considering that the financial condition of the Customer has ceased to justify any
such terms being permitted.
Queries on invoices must be made in writing within 7 days after the date of invoice.
The Company reserves the right to claim statutory interest at 8% above the Bank of England reference rate in force on the debt
becomes overdue and at any subsequent rate where the reference rate changes and the debt remains unpaid in accordance with the
Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts
Regulations 2002. Where diagnostic assistance is requested from us and it becomes evident that the fault is caused by third party
hardware and not the software supplied by ourselves, we reserve the right to charge for the time and costs involved. Such charges will
be made at the rate current on the day that assistance is provided
6. Delivery and risk
Delivery of the Goods shall take place at the Company’s premises unless otherwise agreed in writing. Any carriage arranged by the
Company shall be as agent for, and at the cost and risk of the Customer.
Time for delivery of the Goods shall not be of the essence of the Contract and shall not be made so by notice. The Company shall use
reasonable endeavours to deliver the Goods within a reasonable time but reserves the right to deliver the Goods in instalments where
any of the respective Goods are not immediately available.
Risk in the Goods shall pass to the Customer on delivery. If the Customer requires postponement of delivery beyond the projected
delivery date or if the Customer fails to give instructions regarding delivery the Company may at its option, exercisable by notice in
writing to the Customer, treat the risk in the Goods as having passed to the Customer and store the Goods at the Customer’s expense
and risk. When delivery is to be made by instalments or the Company exercises its right to deliver by instalments under Clause 6 the
Company shall be entitled to invoice the Customer for each such instalment and each such instalment shall be deemed to be a
If installation takes more than the specified time allocated or training cannot be completed due to no fault of Axon Beal Ltd t/a Clark
Dental Sales any additional time will be chargeable. Where diagnostic assistance is requested from us and it becomes evident that the
fault is caused by third party hardware and not the software supplied by ourselves, we reserve the right to charge for the time and costs
involved. Such charges will be made at the rate current on the day that assistance is provided.
Any goods submitted to the Company for repair shall be sent, and are returned by the Company at the risk and cost of the Customer.
Time for performance of the Services shall not be of the essence of the Contract and shall not be made so by notice. The Company
shall use reasonable endeavours to perform the Services within a reasonable time but reserves the right to cancel the Contract or to
delay performance of the Services if it determines that the goods submitted for repair are not reasonably capable of repair or if any
materials necessary to perform the Services are not immediately available.
Defective parts replaced by the Company and removed from the goods in respect of which the Services are performed shall become
the property of the Company.
8. Passing of Property and Retention of Title
Notwithstanding delivery the property in the Goods shall not pass to the Customer until the Customer has paid in full the price of the
Goods. Furthermore the property in the Goods shall not pass to the Customer unless and until the Company has received cleared
funds all sums which are or which may become due to the Company from the Customer on any account.
Until the property in the Goods has passed to the Customer, the Customer must:
(a) Hold the Goods on fiduciary basis as the Company’s Bailee
(b) Store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that
they remain readily identifiable as the Company’sproperty:
(c) Maintain the Goods in satisfactory condition insured on the Company’s behalf and to the reasonable satisfaction of the Company for
their full price against all risks and
(d) Hold all proceeds of the insurance referred to in Clause 8 (c) above on trust for the Company and not mix them with other money,
nor pay the proceeds into an overdrawn bank account.
The company may, at any time if payment is overdue in whole or part or in the event of the Customer’s repudiation of the Contract
pursuant to Clause 2 without prejudice to any other right, enter upon any premises where the Goods are stored or where they are
reasonably thought to be stored and may repossess the same.
9. Warranty and inspection
The Company warrants that (subject to the other provisions of the Contract) the Goods and/or Services will on delivery, and for the
relevant period specified in Clause 9 be free from defects in materials or workmanship.
The relevant periods for the purposes of Clause 9 shall be the period from time to time specified by the Company at the time of
acceptance of the Order. Service Exchange sales will be warrantied for 12 months.
The Company shall not be liable for breach of the warranty in Clause 9
(a) If the Goods delivered, or the goods in respect of which the Services have been performed, are not used and maintained in
accordance with the manufacturer’s instructions or (if there are none) in accordance with good practice, or have been repaired
by unqualified personnel, dropped, abused or altered:and
(b) Unless the Customer gives the Company written notice of the defect together with details of the relevant invoice.
The Customer is under a duty to inspect or to procure an inspection is made of the Goods and/or the goods in respect of which the
Services have been performed, on delivery/installation or on collection as the case may be. The Company shall be under no liability for
any defects or shortages that would be apparent on careful inspection if the terms of this Clause are not complied with, and in any
event will be under no liability if a written complaint is not delivered to the Company within 7 days of delivery/installation detailing the
alleged defect or shortage
In all cases where defects or shortages are complained of, the Company shall be under no Liability in respect thereof unless an
opportunity to inspect the Goods and/or the goods in respect of which the Services have been performed is given to the Company
before any use is made thereof or any alteration or modification is made thereto by the Customer. Under no circumstances must the
goods which are the subject of a complaint be returned to the Company without the Company’s consent.
If the Goods or Services are found to be defective the Company shall at its discretion repair or replace the Goods or re-perform the
Services, Special Order products not listed in the Company’s catalogue will not be accepted back by the Company for credit.
Subject to Clause 10, the Company shall have no liability in respect of any breach of the warranty in Clause 9 except as expressly
provided in this Clause 9.
Nothing in the Contract shall be deemed to exclude or restrict the Company’s liability for fraudulent misrepresentation or for death or
personal injury resulting from negligence.
Nothing in the Contract shall be deemed to affect the statutory rights of any customer dealing as a customer within the meaning of the
Unfair Contract Terms Act 1977 or the Unfair Terms in Consumer Contracts Regulations 1994.
Save as expressly stated herein, all warranties and conditions whether express or implied by statute (including in particular Section 13,
14 and 15 of the Sale of Goods Act 1979 as amended but excluding for the avoidance of doubt the conditions implied by Section 12 of
that Act), usage, trade, custom or otherwise relating to the quality or nature of the Goods or Services or their life or wear or fitness for
any particular purpose or use under any specific conditions are hereby expressly excluded.
The Company shall not be liable for any consequential or indirect loss suffered by the Customer whether this loss arises from breach of
duty in contract, tort or misrepresentation or in any other way (including loss arising from the Company’s negligence). Non-exhaustive
illustrations of consequential or indirect loss include loss of profits, loss of contracts, damage to the property of the Customer or anyone
else and personal injury to the customer or anyone else (except so far as such injury is attributable to the Company’s negligence).
The Company’s total liability for all claims in contract, tort (including negligence or breach of statutory duty), misrepresentation or
otherwise arising out of any Contract shall not exceed the Contract price.
11. Force Majeure
The Company shall have no liability under the Contract of any failure or delay in fulfilling any of the Company’s obligations to the extent
that fulfilment thereof is prevented, frustrated, impeded or delayed as a consequence of any event or occurrence whatsoever beyond
the reasonable control of the Company.
12. Sales Promotion Documentation
Whilst the Company takes every precaution in the preparation of its catalogues, technical circulars, price lists, its other literature and
websites, these documents are for the Customer’s general guidance only and the particulars contained therein shall not constitute
representations by the Company shall not bound thereby.
Notwithstanding any other provisions of these Conditions or the Contract, nothing in these Conditions or the Contract confers or
purports to confer any rights to enforce any of its terms by any person who is not a party to this Contract.
The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
14. Governing Law and Jurisdiction
The Contract shall be governed by and construed in accordance with English Law and all disputes arising in connection with the
Contract shall be submitted to the exclusive jurisdiction of the English Courts.