FOR DIRECT SALES

Products and services are sold and supplied by Carestream Dental in EMEA on these General Terms of Business in EMEA for Carestream Dental Products and Services (the “General Terms”) which shall govern the Contract, and which shall cancel all previous terms of business. Where applicable, special terms of business are specified in Carestream Dental catalogues, price lists, or other literature. References to “Contract” means the contract between Carestream Dental Technology TopCo Ltd “Carestream Dental” and the customer for the sale and supply of products and services (“Products”).

In the case of any conflict between the English language translation and the local language translation the English language translation shall prevail.

Payment - Accounts for Products are payable at the main establish­ment of Carestream Dental in the national territory. The postal address in the UK is: Carestream Dental Technology TopCo Ltd, Wiltron House, Rutherford Close, Meadway Tech Park, Stevenage, Hertfordshire SG1 2EF. Until a credit account is established, all business with new customers is on a cash basis unless otherwise agreed. Non-payment on the due date entitles Carestream Dental to cancel the Contract or to suspend deliveries without further notice. Any Products exported by Carestream Dental from one member state of the European Economic Area (“EEA”) to customers located in another member state are payable to the Carestream Dental establishment supplying the Products.

Price - Unless otherwise agreed, Products will be delivered under the Incoterms rules according to which we are responsible for delivery of the Products, ready for unloading, at the named place. Any Products exported to customers in any member state of the EEA shall be invoiced by the Carestream Dental establishment supplying the Products according to the prices applicable on that Carestream Dental establishment’s home market. Carestream Dental price lists do not constitute an offer. All prices are exclusive of any applicable value added tax, which the customer shall be additionally liable to pay to Carestream Dental.

Uncontrollable events, delays - In case of delays caused by circumstances beyond the control of Carestream Dental or Carestream Dental suppliers, Carestream Dental shall have the right either to suspend deliveries without notice or cancel the Contract without liability. By way of illustration and not of limitation, the following are to be treated as uncontrollable events: strike, lockout, industrial disputes, act of God, riot, revolution, mobilisation, war, epidemic, official regulations, transportation difficulties, working difficulties, machine breakdowns, accidents, fires, floods or storms, compliance with any law or governmental order or regulation, failure of suppliers, or other causes, whether similar or not.

Resale - Carestream Dental Products are supplied subject to the following conditions:

1. The Products shall remain in their original packaging and the marks, numbers or reference indicated on the Products or packaging shall neither be covered, defaced, altered nor erased.
2. The Products normally shall be resold at any trade level only by qualified personnel and in premises suitable for their storage, display and sale under satisfactory conditions.
3. The Products may be exported or resold for export within the EEA at prices determined by the parties concerned. On the other hand, Products shall not be exported nor resold for export outside the EEA while the law in force allows this restriction.

For Export - Destination:

The Products are for use within the country of ultimate destination stated on the order and while the laws of the country concerned shall permit and except by prior agreement by Carestream Dental, shall not be exported nor resold for export outside that country. Carestream Dental does not consent to the re-import of the Products into the EEA and Switzerland.

For Export – Restrictions:

Supply of Products is subject to any restrictions concerning the export of Products or technical data which may be imposed upon Carestream Dental from time to time by international or government authorities. Nothing herein shall require Carestream Dental to supply Products or data if it considers that such supply is likely to result in a violation of such laws or regulations.

Advertising - Carestream Dental advertising and display material is supplied to the customer for its own business, and only for use and exhibition at addresses approved for the sale of Carestream Dental Products. The customer must not in any way imply that it is the agent of Carestream Dental since this implies one who acts on behalf of and with authority from a principal. The terms such as ‘Carestream Dental Agent’, ‘Carestream Dental Depot’ or ‘Carestream Dental Shop’ should therefore not be used since this might cause the public to infer that Carestream Dental has an interest in or is responsible for the conduct of the business so described. Customers considering advertising are invited to consult the Carestream Dental departments concerned.

Trademarks - Carestream Dental trademarks are duly protected by the laws in force and by international conventions. Consequently, neither Carestream Dental customers, nor third parties in general, may use such trademarks without previous authority in writing from Carestream Dental, it being understood that nothing in these General Terms shall imply such authority.

Data protection - The customer consents under the data protection laws to the processing of its personal data its and transfer by Carestream Dental to non-European Union countries. 

Amendments - Carestream Dental reserves the right to alter or amend these General Terms or any special terms generally or for any particular class of Products or customer.

Customer order conditions - Any provisions of the customer’s order which conflict with, or are in addition to, the General Terms or any special terms of business shall be excluded. No order submitted by a customer shall be deemed to have been accepted by Carestream Dental unless and until confirmed in writing or electronically by Carestream Dental.

Severance - If any provisions of the General Terms or any special terms shall be found to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of such terms which shall remain in full force and effect.

Verbal agreements and variations - Any verbal agreement or representation or any variation of the General Terms or any special terms of business which does not conform to the present terms shall not be binding on Carestream Dental unless it has been confirmed by an authorised representative of Carestream Dental in writing.

Law of the Contract - In the case of legal disputes, the law and the courts of the Contract shall be those of the Carestream Dental’s legal entity without giving effect to its rules on conflict of law. Except as provided in this clause, the courts of Carestream Dental’s legal entity shall have exclusive jurisdiction in the event of any disputes between the parties hereunder. Carestream Dental shall, however, be entitled to bring action against the Customer before any other competent court.

Special Terms of Business - United Kingdom and Republic of Ireland

Customers’ attention is particularly drawn to the Limitation of Liability clause below - The General Terms apply throughout the EEA but in addition these Special Terms (the “Special Terms”) apply to the supply of products and services (“Products”) by Carestream Dental Technology TopCo Ltd, its subsidiary companies, and subsidiaries of its holding company (“Carestream Dental”) within the UK and Ireland. In the event of inconsistencies between the Special Terms and the General Terms the Special Terms shall prevail.

Credit and Payment

1. Unless otherwise agreed any grant of credit facilities is conditional on Carestream Dental receiving payment at the above address on or before the date set out on Carestream Dental’s invoice and Carestream Dental may withdraw credit facilities forthwith if this condition is not observed in which case payment of all outstanding amounts will immediately become due and payable. Time of payment is of the essence of the Contract.
2. If the customer fails to pay any amount when due, then on demand the customer shall pay interest on the overdue amount from the date payment is due until the date of actual payment, before as well as after judgement, at the monthly rate of 2% of the overdue balance together with Carestream Dental’s then current standard administration charge for overdue accounts. Interest shall accrue on a daily basis and be compounded quarterly and is without prejudice to Carestream Dental’s other rights.

No Set off - All amounts due to Carestream Dental shall be paid in full without any deduction or withholding and the customer shall not be entitled to assert any set-off or counterclaim against Carestream Dental to justify withholding payment of any such amount in whole or in part.

Delivery

1. Products are delivered, according to the agreed INCOTERM, unless a customer stipulates and Carestream Dental agrees to a special method of delivery in which event Products are delivered at the customer’s risk and an extra delivery charge may be made.
2. Any stated delivery date constitutes only a warranty by Carestream Dental to use reasonable endeavours to effect delivery, by or about that date. No liability will be accepted by Carestream Dental for failure to meet delivery dates, however caused.
3. Any liability of Carestream Dental in respect of transportation to and from the customer of work and materials sent for processing, copying or printing is limited as set out in the Limitation of Liability clause.
4. It is the responsibility of the customer in all cases to establish any loss or damage.

For Exports - The customer will, upon receipt, inspect the Products and lodge any complaints with the carrier and Carestream Dental within the applicable statutory time limit. It is the customer’s responsibility to prove any shortage or breakage.

Incoterms - Incoterms 2020 or any version amending or replacing the same shall apply to the supply of Products under these General Terms. The applicable Incoterm shall be stated on the order acknowledgement or invoice issued by Carestream Dental. In the case of conflict between the provisions of Incoterms and these General Terms, then these General Terms shall prevail.

Complaints and Returns Procedure

1. In case of a complaint concerning the delivery or quality of the Products or a query concerning an invoice, customers should email Carestream Dental’s Customer Service Team. Complaints about deliveries must be sent in writing to Customer Service within 7 days of delivery or, in the case of loss or invoice query, within 7 days of receipt of invoice.
2. Product may only be returned with Carestream Dental’s prior agreement, in which case Customer will have the sole responsibility of return shipping to Carestream Dental and all associated costs. Carestream Dental drivers or delivery carriers are not authorised to collect Products.
3. Products returned must be undamaged and in their original packaging with original marks and numbers unaltered so as to be resalable and have been stored correctly.
4. Carestream Dental will not be liable for any loss or damage of Products unless these procedures have been followed.

Title and Risk

1. Until either (i) full payment in cash or cleared funds has been received by Carestream Dental for the Products supplied and no other sums whatever shall be due from the customer to Carestream Dental, or (ii) in the case of sensitised goods or materials and other recording media until the same have been exposed, used or recorded as the case may be; whichever of (i) or (ii) shall first occur:

1. legal and beneficial title in the Products shall remain in Carestream Dental;
2. the customer shall store the Products in such a way that they can be readily identified as being the property of Carestream Dental and at all times in accordance with Carestream Dental’s recommendations;
3. subject to (d) and (e) below, the customer shall be at liberty in its own name (but not on behalf of or in the name of Carestream Dental) to sell the Products in the ordinary course of business on the basis that the proceeds of sale shall be the property of and held on trust for Carestream Dental;
4. Carestream Dental may at any time suspend or revoke the customer’s power of sale by notice to the customer if the customer is in default for longer than 14 days in payment of any sum whatsoever due to Carestream Dental or if any Bill of Exchange, cheque or other negotiable instrument drawn or accepted or endorsed by the customer in favour of Carestream Dental is dishonoured on presentation for payment;
5. the customer’s power of sale shall automatically determine if a Receiver is appointed over any of the assets or the undertaking of the customer or Winding Up Order is made against the customer or the customer goes into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or causes a meeting of or makes any arrangement or composition with creditors or commits any act of bankruptcy;
6. upon revocation or determination of the customer’s power of sale under (d) or (e) above the customer shall place the Products at the disposal of Carestream Dental who shall be entitled to enter upon any premises of the customer for the purpose of removing such Products from the premises;
7. Carestream Dental shall be entitled to recover the price of the Products even though property in the Products has not passed to the customer.

2. Notwithstanding the foregoing, risk in the Products passes to the customer on delivery unless the customer requires a special method of shipment when risk passes to the customer when the Products leave Carestream Dental premises.

Product Information - The customer shall ensure that all safety information provided by Carestream Dental relating to the Products is passed, where the Products are for use at work, to the customer’s employees or, where the Products are for resale, to the subsequent purchaser. The customer shall not alter, mask or remove any safety information from the Products.

Processing Work - Work and materials sent for processing, copying or printing, are accepted on the basis that their reproduction will not infringe copyright. The customer agrees to indemnify Carestream Dental against all actions, claims, proceedings and liability (whether in contract, tort or otherwise) for losses, damages, legal costs and other expenses of whatsoever kind incurred by Carestream Dental in relation to any claims for breach of copyright arising from the reproduction of such work and materials. Carestream Dental may refuse to process or return work if it reasonably considers that in doing so Carestream Dental would be in breach of the law.

Assignment - Carestream Dental is a member of a group of companies whose holding company is Carestream Dental Technology Parent Ltd and accordingly, Carestream Dental may at any time perform any of its obligations or exercise any of its rights through any other member of its group and may assign, transfer, charge or deal in any other manner with any of its rights under the General Terms including without limitation the right to recover any payment due.

Warranty - Carestream Dental warrants to the customer that at the time of delivery the Products will be free from defects in material and workmanship and that it has the right to sell the Products to the customer. Except where the Products are sold to a person dealing as a consumer all further warranties, terms and conditions in relation to the Products, express or implied, whether by common law, statute, trade usage or otherwise, and whether relating to quality, fitness for any particular purpose or otherwise, are excluded to the fullest extent permitted by law.

Limitation of Liability - Supply of Products: Carestream Dental will repair or, at its option, replace or credit the customer with the invoice value of any Products not complying with the above warranty, which repair, replacement or credit shall be Carestream Dental’s sole liability, and the customer’s sole remedy in respect of any non-compliance.

Please note that Carestream Dental’s prices do not take into account any special value arising out of the use to which its Products are put or attached to materials submitted to it for processing. Carestream Dental cannot know of such special value or uses and without this limitation of liability, prices would have to be considerably higher. Customers are therefore advised to insure materials of special value against all risks.

Nothing in the General Terms and the Special Terms shall affect any liability which Carestream Dental may have in respect of the death of, or personal injury to, any person resulting from negligence.

For Export - Warranty and Limitation of Liability - The responsibility of Carestream Dental is limited to the repair, replacement or, at Carestream Dental’s discretion, the credit of the invoice value of Products or parts found to be defective or faulty in manufacture, labelling or packaging. Carestream Dental shall be given the opportunity to examine any alleged defect. All further warranties, terms and conditions in relation to the Products, express or implied, whether by law, trade usage or otherwise, and whether relating to quality, fitness for any particular purpose or otherwise, are hereby excluded to the fullest extent permitted by law.

The customer shall have no claims other than those expressly stated in the present General Terms, irrespective of the grounds they may be based on. Thus, the customer shall raise no claim for damages or a reduction in price, and he shall have no right to with­draw from or terminate the Contract, unless such claim or right is expressly provided for under the General Terms.

The customer shall on no account have a claim for compensation of damage that does not affect the Products as such, as for instance loss of production, loss of use, lost orders, profit loss or any other direct or consequential damage. This exclu­sion of liability shall not apply insofar as mandatory law provides other­wise.

Customers are not entitled to withhold payment of invoices or make deductions on account of Products claimed to be defective

Waiver and remedies - The failure or delay of Carestream Dental in exercising a right or remedy does not constitute a waiver of them or the right to subsequently enforce them.

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