This document sets out the basis upon which we provide goods to you when purchased via our web site. It constitutes the entirety of our contract with you.

Please note that some of this contract only applies when you are a business, trade or corporate customer and some of this contract only applies when you are a consumer customer.

 


1. Definitions In this contract:

a. "goods " means any items that by virtue of this contract we will supply to you, including licenses to exercise intellectual property rights and licenses to use software; but does not mean any service we will supply to you and does not mean any facility for delivery of items to you or the insurance of such delivery.

b. "business customer" means any person, persons or corporate body with whom we contract under this contract who, when making a contract with us, does not intend to use the goods for personal and family use only OR any legal non-natural person irrespective of their intended use of the goods.

c. "consumer customer" means any person with whom we contract under this contract who does not fall into the category of business customer as defined herein.

d. "we" and "us" means www.the-smile-centre.co.uk, references to "our" shall be construed accordingly.

e. "you" means any person with whom we contract under this contract; references to "you" shall be construed accordingly.

f. "goods of an equivalent specification" means goods that, in relation to other goods , have the capability to perform with reasonable equivalence with reference to the definition of specification above.

g. "VAT" means the prevailing rate of Value Added Tax at the time that you become liable to make payment to us. This may be irrelavent during the startup period of this business, as we may not be registered for VAT.

h. "cooling off period" means a period of seven clear working days, as defined by Regulation 3(1) of the distance selling regulations starting the day after the goods are received by you.

i. "distance selling regulations" means the Consumer Protection (Distance Selling) Regulations 2000 (SI 2000/2334) as amended, superseded or updated at the date of this contract.

j. "theft acts" means the Theft Act 1968, the Theft Act 1978 and The Criminal Attempts Act 1981, and references thereto are deemed also to refer to the common law offence of "Conspiracy to Defraud", all as amended, superseded or updated at the date of this contract.

 

2. Sale and delivery.

a. we agree to sell and you agree to buy the goods that you have ordered at the price we agreed to sell the goods to you when you ordered. you also agree to pay us the VAT in respect of those goods (assuming we are VAT registered at the time). If you are a consumer customer, the price we agreed to sell the goods to you will include VAT (assuming we are VAT registered at the time).

b. The sale of the goods is subject to the terms of this contract, in particular the rights conferred by this contract of each party to cancel the contract and the sale.

c. we agree to, if you require us to, arrange for the goods to be delivered to a location of your choice save that, if we have only received a conditional payment from you for the goods, an intention to pay in the future, or have not for whatever reason had cleared funds before delivery, we may restrict delivery to locations that will enable us to receive unconditional cleared payment.

d. If you require us to arrange delivery of the goods, you take any risk arising from such delivery save that we take any risks occurring through delivery that may be caused by the deliberate act or negligence of ourselves or any of our employees.

e. If you require us to arrange delivery of the goods , we will provide you with details of the cost of such delivery. you agree to pay us the costs of any delivery.

 

3. The rights of the parties.

a. If you are a consumer customer, then this contract is in addition to your statutory rights.

b. If you are a business customer, then this contract represents the totality of our respective contractual obligations to each other.

c. If it appears to us that,

i. you are or will become insolvent.
or
ii. that your dealings with us are contrary to the theft acts.

then we have the right to withhold delivery, or, of stoppage in transit, or, of supplier's lien, dependant upon the circumstances, on the goods , if you are not in possession of them.

d. If we do not receive payment from you, and you do not have a credit facility with us, or your credit facility is not available (e.g. it has been exhausted), we have the right to withhold delivery, or, of stoppage in transit, or, of supplier's lien, dependant upon the circumstances, on the goods.

e. you do not have the right of set off against any other sums we may owe you under any circumstances; in particular if you are in dispute with us regarding one matter you may not withhold payment for goods provided that are unconnected with that matter.

f. English Law applies to this contract.

g. The risk in the goods shall pass from the seller to the buyer upon delivery of such goods to the buyer. However, notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the buyer until the seller has received in cash or cleared funds payment in full for all the goods delivered to the buyer under this and all other contracts between the seller and the buyer for which payment of the full price of the goods there under has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the seller and the buyer under which the goods were delivered.

 

4. Our rights to substitute or cancel.

a. we will use all reasonable endeavours to deliver to you the goods ordered under this contract.

b. we will aim to deliver the goods you have ordered as soon as is reasonably possible, however, we do not guarantee that we will deliver the goods within any specific time, or at all.

c. we will notify you within 30 days of payment whether or not we will be able to deliver the goods you have ordered to you.

d. If you are a consumer customer, we may, if it is not reasonably practicable to deliver the goods you have ordered to you , substitute other goods than those you have ordered, but only if the substituted goods are goods of an equivalent specification.

e. If we substitute goods for the goods you have ordered, there will be no difference in price.

f. If we notify you that we will not deliver any goods under this contract, we will also reimburse you any and all monies paid pursuant to this contract in respect of the goods that we will not deliver.

g. If we notify you that we will not deliver some goods under this contract, but will deliver other goods , we will also reimburse you monies paid under this contract for the goods that we will not deliver, but we may set-off any other amounts you owe US against any monies we may repay you.

 

5. Cancellation within the cooling-off period.

a. If you are a consumer customer, you have a right to cancel this contract as long as you do so within the cooling off period.

b. If you are a business customer , you have no right to cancel this contract.

c. If this contract, or part of this contract concerns goods consisting of,

i. items that were delivered in sealed packaging, which have been unsealed by you , or, 
ii. goods that have been personalised for you , and / or, 
iii. equipment that we have put together to your specification ,

then you have no right to cancel this contract in as much as it applies to those goods . However, you may cancel this contract in as much as it applies to any other goods.

d. If you wish to exercise any right to cancel this contract, you must notify us of the same within the cooling off period , either by writing to us at our address, or by emailing us to our main email address.

e. If the goods delivered are the goods you ordered and you exercise any right to cancel, upon receipt of our notice confirming cancellation, you must organise delivery of the goods back to us, as soon as is reasonably possible, and in any event within 30 days. you are advised to insure yourself against the risks of goods being damaged in transit.

f. If the goods delivered are the goods you ordered and you exercise any right to cancel this contract, then you will be liable to US for any costs incurred by us in delivering the goods back to US , including but not limited to the costs of any insurance.

g. If the goods delivered are goods we have substituted for the goods you ordered, and you exercise any right to cancel, we will organise delivery of the goods back to us, at our cost.

h. If you exercise any right to cancel this contract, and

i. The goods are in any way damaged otherwise than by us or our agents, including but not limited to damage incurred during transit of the goods back to us or,
ii. The goods have not been retained by you with reasonable care, whether or not you are at fault, or,
iii. you have not retained possession of the goods , whether or not you are at fault, or,
iiii. you have failed to restore the goods to us, within 30 days of receipt by you of our notice confirming your cancellation,

then you will be liable to us for an amount to cover the losses flowing from the above; and further, or in the alternative, the breach of your statutory duty under regulation 17 of the DISTANCE SELLING REGULATIONS (duty to retain possession of goods , take reasonable care of them and restore them to the supplier).

  

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