This page (together with the documents referred to on it) tells you the terms and conditions of sale on which we supply any of the products listed on our website www.cariescan.com (our site) to you.  Please read the terms and conditions of sale carefully before ordering any products from our site.  You should understand that by ordering any of our products, you agree to be bound by the terms and conditions of sale.  You should print a copy of the terms and conditions of sale for future reference.

Please click on the button marked "I Accept" at the end of the terms and conditions of sale if you accept them.  Please understand that if you refuse to accept these terms and conditions of sale, you will not be able to order any products from our site.

www.cariescan.com is a site operated by CarieScan Limited (we).  We are registered in Scotland under company number SC343197 and with our registered office at Prospect Business Centre, Technology Park, Dundee DD2 1SW.  Our registered address is also our main trading address.  Our VAT number is 933163339. 

CarieScan Limited Website Conditions of Sale

1.1 In these Conditions the following words have the following meaning;

1.1.1  "Agreement" means any contract between the Seller and the Buyer for the sale and purchase of the Goods which incorporates these Conditions;

1.1.2  "the Buyer" means any person(s), firm or company who purchases the Goods from the Seller;

1.1.3  "Conditions" means the standard terms and conditions of sale set out in this document and the terms of any warranty provided pursuant to Condition 10.1;

1.1.4  "Goods" means any goods detailed in a Sales Confirmation Order issued by the Seller;

1.1.5  "the Seller" means CarieScan Limited (registered number SC343197) having our registered office at Prospect Business Centre, Technology Park, Dundee DD2 1SW; and

1.1.6  "Serviced Countries" means the countries to which we supply Goods through our site as set out in our list of serviced countries.

2.1 The online order function of our site is only intended for use by persons acting in the course of a trade, business or profession in the dental field and resident or registered in one of the Serviced Countries.  We do not accept orders from persons outside those countries.  Some restrictions are placed on the extent to which we accept orders from specific countries.  These restrictions can be found on our Serviced Countries page.  Please review our Serviced Countries page before ordering Goods from us.

2.2 By placing an order through our site, you warrant that:

2.2.1  you are legally capable of entering into binding contracts on your own behalf or on behalf of the legal entity that you represent;

2.2.2  you are placing an order in the course of your trade, business or profession in the dental field;

2.2.3  you are resident in or the legal entity that you represent is registered in one of the Serviced Countries; and

2.2.4  you are accessing our site from that Serviced Country.

3.1 Subject to any variation under Condition 3.3 the Agreement shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

3.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Agreement.

3.3 These Conditions apply to all the Seller's sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Director of the Seller.

3.4 Each order or acceptance of a quotation for Goods by the Buyer shall be deemed to be an offer by the Buyer to buy Goods subject to these Conditions.

3.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a Sales Order Confirmation is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.

3.6 Any quotation is given on the basis that no Agreement shall come into existence until the Company despatches a Sales Order Confirmation to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.

4.1 Unless otherwise agreed in writing by the Seller, delivery of the Goods shall take place at the Buyer's address as specified in the Sales Order Confirmation.

4.2 The Seller shall arrange for carriage of the Goods to that address.  The costs of carriage which the Seller incurs shall be reimbursed to the Seller by the Buyer and shall be due on the date for payment for the Goods. 

4.3 Any dates specified by the Seller for delivery of the Goods are intended to be an estimate and time of delivery shall not be of the essence.

4.4 If for any reason the Buyer does not accept delivery of any of the Goods, or the Seller is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:

4.4.1  risk in the Goods will pass to the Buyer immediately (including, without limitation, loss or damage caused by the Seller's negligence); and

4.4.2  the Goods will be deemed to have been delivered.

4.5 The Seller reserves the right to withhold delivery of Goods until it has received payment in respect of those Goods in cleared funds.

5.1 The quantity of any consignment of Goods as recorded by the Seller upon despatch from the Seller's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.  Any liability of the Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata quotation rate against any invoice raised for such Goods.

6.1 Subject to Condition 4.4.1 risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery of the Goods to the Buyer at the Buyer's address specified in the Sales Order Confirmation or, if the Buyer fails to take delivery of the Goods, the time when the Seller or its agent has tendered delivery of the Goods.

7.1 Ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in cash or in cleared funds) all sums due in respect of:

7.1.1  the Goods; and

7.1.2  all other sums which are or which become due to the Seller from the Buyer on any account together with any interest charged by the Seller under the Agreement.

7.2 Until ownership of the Goods has passed to the Buyer, the Buyer (i) shall hold the Goods as the Seller's agent and trustee and shall keep the Goods separate from those of the Buyer and third parties and properly stored and (ii) shall not, without the prior written consent of the Seller, alter or make any addition to the labelling or packaging of the Goods and shall not alter, deface or remove any reference to the Seller, the Seller's trade marks or any other name displayed on the Goods or their packaging or labelling.

7.3 Until such time as the ownership in the Goods passes to the Buyer the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, the Buyer grants the Seller and its agents an irrevocable licence at any time to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

8.1 The price for the Goods shall be the price set out in the Seller's Sales Order Confirmation and is exclusive of all Value Added Tax and other costs, including without limitation carriage, duties or packaging, all of which amounts the Buyer will pay in addition when it is due to pay for the Goods.

8.2 If you order Goods from our site for delivery outside the UK, they may be subject to import duties and taxes, which are levied when the delivery reaches the specified destination.  You will be responsible for payment of any such import duties and taxes.  Please note that we have no control over these charges and cannot predict their amount.  Please contact your local customs office for further information before placing your order.

9.1 Subject to any special terms agreed in writing between the Buyer and the Seller and set out in the Sales Order Confirmation for the Goods in question, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after the Seller issues a Sales Confirmation Order, notwithstanding that the Goods may not have been delivered at the date of the invoice. 

9.2 The Buyer agrees to pay all sums due under the Agreement including without limitation, the price detailed in Condition 9.1 within thirty (30) days of the date of any invoice issued in accordance with the provisions of Condition 9.1. Time of payment is of the essence.

9.3 No payment shall be deemed to have been received until the Seller has received cleared funds.

9.4 All payments payable to the Seller under the Agreement shall become due immediately upon termination of the Agreement despite any other provision.

10.1 The Seller will provide to the Buyer the warranty provided in the box for the relevant Goods.

10.2 The Seller expressly excludes any liability (in contract, tort or delict or otherwise howsoever) for special, indirect or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever caused by or arising out of the supply of the Goods or their use by the Buyer after delivery.

10.3 The entire liability of the Seller under and in connection with the Agreement shall not exceed 125% of the price of the Goods except as otherwise provided in these Conditions.

10.4 Nothing in these Conditions excludes or limits the liability of either party for death or personal injury arising out of its negligence or breach of duty.

10.5 You must comply with all applicable laws and regulations of the country for which the Goods are destined.  We will not be liable for any breach by you of any such laws.

11.1 The Buyer acknowledges that all right, title and interest in and to all intellectual property rights in respect of Goods supplied by the Seller and any information, drawings, plans, designs, inventions, computer programs, blueprints, circuits, diagrams, semiconductor topographies, models or memoranda produced by the Seller for the Buyer in respect of the supply of such Goods shall remain the property of and vested in the Seller and no licence or other right is granted to the Buyer in respect of any of the foregoing. 

12.1 The Seller will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under the Agreement which is due to circumstances beyond the reasonable control of the Seller including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable goods or materials. 

13.1 Without prejudice to its other rights, the Seller may by giving written notice to the Buyer elect to terminate the Agreement forthwith or to suspend delivery of the Goods on the occurrence of any one of the following events:

13.1.1  if the Buyer shall repudiate or commit any breach of the Agreement entitling Seller to treat the Agreement as repudiated;

13.1.2  if the Buyer fails to make on the due date any payment that may be due;

13.1.3  if the Buyer shall commit any other breach of the Agreement and shall not have remedied the same within one month of having been requested by the Seller by notice in writing to do so; or

13.1.4  if the Buyer becomes bankrupt, unable to pay its debts as they fall due or undergoes any form of insolvency proceedings or proceedings which allow for protection from any creditors.

14.1 The failure of either party at any time to enforce any provision of the Agreement shall in no way affect either party's rights to require complete performance by the other party, nor shall the waiver of any breach of any provision be taken or held to be a waiver of any subsequent breach of any such provision or be a waiver of the provision itself.

14.2 If any provision of the Agreement is declared to be void or unenforceable by any judicial or administrative authority in any jurisdiction in which the Agreement is effective, such provision will be deemed to be severable and the parties shall each use their reasonable endeavours in good faith to modify the Agreement so that the intent of the Agreement can be legally carried out.

15.1 Any notice given under the Agreement shall be in writing, addressed to the address of the relevant party as set out in the Sales Confirmation Order and may be served by:

15.1.1  personal delivery, in which case it shall be deemed to have been received at the time of delivery;

15.1.2  pre-paid recorded delivery, in which case it shall be deemed to have been received 72 hours after the date of posting; or

15.1.3  by facsimile in which case it shall be deemed to have been received at the time of transmission.

16.1 The Buyer shall not assign transfer or sub-contract any of its rights or obligations under the Agreement or purport to do so unless it has obtained the prior written consent of the Seller.

16.2 The Seller may assign or sub-contract any of its rights or obligations under the Agreement.

17.1 Applicable laws require that some of the information or communications we send to you should be in writing.  When using our site, you accept that communication with us will be mainly electronic.  We will contact you by e-mail or provide you with information by posting notices on our website.  For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.

18.1 We shall be entitled to revise and amend these Conditions for any reason from time to time.  You will be subject to the Conditions in force at the time that you order Goods from us, unless any change to these Conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to these Conditions before we send you the Sales Order Confirmation (in which case we have the right to assume that you have accepted the change to the Conditions, unless you notify us to the contrary within seven working days of receipt by you of the Goods).

19.1 The Agreement shall be governed by and construed in accordance with the Law of Scotland.  The parties to the Agreement irrevocably agree to submit to the exclusive jurisdiction of the Scottish Courts.