Please read the Company’s full terms and conditions below as these form the contract between the Company and the Customer.

To assist, a summary of some of the key terms of the contract are as follows:

Clause number	Details
Clause 2.6	Supply of all orders is subject to the availability of goods from the Company.
Clause 3.1	Time is not of the essence for delivery of the goods
Clause 4.1	The Company has no liability to the Customer for orders that are cancelled e.g due to lack of availability of product. Refunds will be provided where applicable.
Clause 4.4.3	For bespoke orders on items that the Company does not routinely hold in stock a cancellation charge may be levied and the Company’s consent is required in relation to returns.
Clause 4.5	The Company may, at its discretion choose not to accept Goods returned that do not comply with the Returns conditions e.g. are not authorised, are not in re-saleable condition or are returned after 30 days, if these are accepted they will incur a restocking charge, typically 25% of the cost of the Goods.
Clause 4.6	The Customer bears the risk for the Goods which are returned, thus must ensure they are adequately packed for transit.
Clause 5	Separate provisions must be complied with for the return of pharmaceuticals, see clause 5 for further details.
Clause 6.2	Separate provisions must be complied with for the return of pharmaceuticals, see clause 5 for further details.
Clause 6.10	A fee of €7.50 for delivery will apply to any Ireland order under €200, this is to support our green initiative.
Clause 8.1	Risk in the Goods passes to the Customer at the point it takes delivery.
Clause 8.2	Title in the Goods passes to the Customer once full payment for the Goods is received by the Company.
Clause 9.1	Except as required by law, no warranty is provided with the Goods, save for normal manufacturer warranties which will be honoured by the Company with respect of replacement parts and labour (clause 9.2).
Clause 10.1	The Company has no liability for indirect or consequential loss, including loss of profit under this contract.
Clause 10.2	Any compensation or damages arising from a claim under this contract is limited to the contract price for the Goods forming the claim.
Clause 10.3	Notification of shortage or breakage of Goods in transit must be notified by the Customer to the Company within 3 days of delivery of the goods. Alleged non delivery of Goods must be notified within 5 days of receipt of an invoice or statement of account, whichever is sooner.

1. Definitions

In these Terms and Conditions of business the following meanings shall apply:

"the Company" shall mean Henry Schein Ireland Ltd, with registered company number 232 667 and registered office of Unit 61a Longmile Centre, Longmile Road, Dublin 12 and VAT number IE8232667A.

"the Customer" shall mean any person or persons, firm or company who buys or agrees to buy goods from the Company.

“the Due Date” shall mean the 20th day of the month following the date of the Company's invoice for the Goods.

“Equipment” shall mean capital equipment and digital equipment installed by the Company for the Customer whether remotely or onsite.

“Export” shall mean any Goods that are sold outside of the UK and Eire.

“the Goods” shall mean the products ordered by the Customer from the Company from time to time.

“Force Majeure” shall mean any event or circumstance which is beyond the control of and without the fault or negligence of the party affected including but not limited to acts of God, natural disasters, storms, fire, flooding, any labour or trade dispute, strikes, industrial action or lockouts, any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, extended customs procedures or unforeseen delays at borders, or failing to grant a necessary licence or consent, non-performance by suppliers or subcontractors, and, epidemic or pandemic.

“Wholesale” shall mean a sale of Goods to a third party distributor.

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2. Conditions Applicable

2.1 These Terms and Conditions shall apply to and govern all contracts for the sale of the Goods by the Company to the Customer where the Goods are despatched by mail order or postal / courier delivery. Any purchase of Equipment by the Customer will be invoiced separately by the Company to the Customer and is governed by the Equipment and Service terms and conditions. All conditions of the Customer or other terms and conditions or warranties whatsoever, whether communicated before or after this agreement, are excluded from the contract or any variation thereof unless expressly accepted by the Company in writing, and the Customer's own conditions shall not in any circumstances be regarded as a counter offer.

2.2 The Company reserves the right to contact external credit reference agencies.

2.3 The exercise by the Company of any right pursuant to these Terms and Conditions shall be without prejudice to any other right available to it whether hereunder or under general law.

2.4 Customer shall inform the Company if at any time their licence/registration expires and has not been renewed, or is limited, revoked, terminated, cancelled or is no longer associated with the Customer’s account.

2.5 The Company reserves the right to accept or reject any orders in its absolute discretion. If acceptance or rejection is not communicated within five working days after receipt of the order, the order shall be deemed accepted.

2.6 All orders and supply shall be subject to availability and the Company shall have the right to cancel and/or reject any order at its discretion. Any cancellation shall be notified to the Customer and refunds applied where applicable.

2.7 All Goods are sold for their intended purpose only, as set out by the legal manufacturer of the Goods. By purchasing the Goods from the Company, you agree to comply with the requirements outlined by the manufacturer of the Goods in relation to their intended use and where applicable, in relation to the sale of regulated substances and reportable substances, you agree to comply with the terms of the Poison Act 1972 (as amended) the identification of which are set out on the manufacturer’s literature and are indicated on our box content list accompanying the Goods.

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3. Delivery

3.1 Delivery dates and times specified by the Company are approximate only. Unless expressly agreed by the Company in writing, time for delivery is not and shall not be deemed to be of the essence for this contract. The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

3.2 If the Goods are sold and delivered to the Customer in instalments, each delivery shall constitute a separate contract, and failure by the Company to deliver any one or more of the instalments or any claim by the Customer in respect of any one or more instalment shall not entitle the Customer to treat the contract as a whole as repudiated.

3.3 The Company will only deliver restricted goods (including but not limited to pharmaceuticals) and Equipment to an authorised dental practice address, which for the avoidance of doubt shall not include a residential address.

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4. Cancelling Orders/Returned Goods

4.1 In accordance with clause 2.5 and 2.6 the Company shall have the right at its absolute discretion to monitor and/or cancel orders. The Company shall have no liability for cancelled orders. The Company shall notify the Customer within a reasonable time of the cancellation of the order and where applicable refund any payments made.

4.2 All Goods returns by the Customer must be approved by the Company. Unapproved returns will not be accepted or processed.

4.3 The customer can gain approval to return the Goods by the following means:

4.3.1 Email: iesales@henryschein.ie

4.3.2 Tel: 01 456 5288

4.4. Goods can only be accepted for return, and the Customer will only receive a credit, if the original invoice can be traced, and the returned Goods meet the following conditions:

4.4.1 Goods must be returned within 30 days of delivery to the Customer.

4.4.2 Goods returned must be in a condition suitable for re-sale, without damage to outer packaging, unused, and inclusive of all original packaging, operating instructions, guarantee card and accessories, as applicable.

4.4.3 Goods being returned must be lines stocked by the Company. The Company is unable to accept returns of ‘buy to order’ Goods which are obtained direct from manufacturers/suppliers, unless approval in advance is obtained in writing from the Company, by the Customer, and this occurs prior to delivery of the Goods. The Company reserves the right to raise a reasonable cancellation charge and to invoice the Customer for any restocking fee levied by the manufacturer / supplier.

4.4.4 Returns collections for the Goods will only be arranged from the practice or site that the Goods were originally delivered to.

4.5 Returns received that have not been authorised or do not adhere to the terms of this contract will be refused and no refund will be given. At the Company’s absolute discretion an exception may be made, however, this will incur a restocking charge which will be communicated to the Customer at the time the exception is made, (typically 25% of the cost of the Goods).

4.6 Goods which are returned and are damaged or lost in transit will not be credited by the Company as it is the Customer's responsibility to ensure that the Goods are adequately packaged and labelled. The Customer bears the risk of returning the Goods.

4.7 Damaged or faulty Goods that may contain personal data on them should have all personal data permanently deleted before the Goods are returned.

4.8 Upon receipt of any returned Goods a credit will be provided at a sum equal to that which the Customer paid for the Goods, less any applicable restocking fee.

4.9 Where a Customer places a large volume order of Goods, in excess of the Company’s normal retained stock items, the Customer shall not be entitled to rescind, vary, or cancel the Order without the prior written consent of the Company. All returns shall be at the full discretion of the Company.

4.10 Customers are reminded that it is illegal to send contaminated goods through the post. To reduce the risk of cross contamination, instruments and equipment should be sterilised in line with the manufacturer’s instructions and details of the method of sterilisation used for the returned items should accompany them. Instruments containing mercury must be emptied and disposed of in a suitable authorised container before return. The Company reserves the right not to handle items or receive returns which do not meet these specific requirements.

4.11 The quality and accuracy of customer orders is important to the Company. Please check the order as soon as possible after delivery and no later than within 3 days. Where items are received in unusable/damaged condition, the customer service team should be notified within 3 days of delivery at the contact details in 4.3 above. Thereafter, unless otherwise instructed, the Goods must be returned in accordance with the provisions of this Contract.

4.12 EXPORT ONLY - The Company cannot accept the return of goods that are exported outside of the UK & Eire, unless the Company has agreed to this and only where the Company has sent the wrong Goods to you or the Goods are faulty.

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5. Returned Pharmaceuticals

5.1 Pharmaceuticals will only be accepted for return by the Company where the reason for return is one of the following:

5.1.1 to correct an order error made by the Company;

5.1.2 in response to a product or batch recall, instigated by a manufacturer;

5.1.3 where the Goods are faulty.

Any returned pharmaceuticals outside of the above categories will be destroyed by the Company as they have not been kept in a controlled environment and not returned to the Customer and no refund will be given to the Customer.

5.2 In all cases of approved returns of pharmaceuticals, the Goods must be returned by the Customer and received at the Company’s premises at Medcare North, Centurion Close, Gillingham Business Park, Gillingham, Kent ME8 0SB within 5 days of the invoice date.

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6. The Price and Payment

6.1 The price to be paid by the Customer for the Goods shall be the sum(s) shown on the Company’s invoice(s) (“the Price”). The Price is exclusive of VAT, unless indicated otherwise. The Price shall be based on the sum quoted to the Customer in the Company’s price list, but the Company reserves the right to amend the Price at any time in its absolute discretion and to correct clerical errors or omissions.

6.2 The prices quoted in the Company’s price list for the Goods are in euros. Due to fluctuations in currency exchange rates the Company reserves the right to alter the prices charged to customers of the Goods. Unless otherwise specifically stated, all prices quoted by the Company for the Goods are exclusive of Value Added Tax, which shall be due at the rate in force on the date of the Company’s invoice to the Customer.

6.3 In addition to invoicing for the Price of the Goods, the Company shall also invoice at cost for all packing, carriage charges, tax and duties on any order which is to be delivered outside of the UK, excepting Eire where a charge of €7.50 will be levied on any order less than €200.00, exclusive of any tax or duties in force at the date of despatch.

6.4 Orders placed with and sent directly from manufacturers will incur a carriage charge, which will be invoiced by the Company to the Customer in addition to the Price.

6.5 Payment of the Price to the Company is due on or before the Due Date by the Customer. Time for payment shall be of the essence and payment must be made without set-off or credit. Where the Customer wishes to make payment by credit card, full payment for the Goods must be made at the time of the order. For Wholesale and Export Customers, alternative payment terms may be agreed direct by the Company with its Wholesale and Export Customers, as payment in advance may be required for Goods, or bespoke credit terms may be agreed in writing.

6.6 This contract applies to the purchase by the Customer of the Goods from the Company and in relation to the supply of any spare or replacement parts for the Goods. The Company reserves its right to impose a charge for site visits by the Company’s service engineers to attend the Customer’s premises to repair the Goods.

6.7 If the Customer purchases Equipment from the Company the payment terms will be confirmed in the terms & conditions applicable to the order for the Equipment and supplied at the time of quotation. Any such payment terms take precedence over the standard payment terms quoted on the Company’s invoices .

6.7 Where the Goods are delivered in instalments the Company may invoice each instalment separately and the Customer shall pay all such invoices in accordance with this agreement.

6.8 If the Customer is in default in paying any sum as it falls due, the Company shall have the right to suspend all further deliveries of the Goods or any Equipment orders until full payment is received and/or to cancel the contract in respect of any Goods not yet delivered. Additionally, outstanding payment for the Goods supplied to the Customer shall become immediately due and owing, whether previously invoiced or not.

6.9 In the event that the Customer fails to pay any monies by the due date, the Company shall be entitled to charge interest at the rate of 4% above the base rate from time to time of Bank of Ireland from the point that the payment becomes due to the date that it is paid. The Customer shall also indemnify the Company against expenditure on all costs of recovery including without limitation all legal fees, costs and disbursements reasonably incurred. Any banking charges incurred by the Company in respect of dishonoured cheques will be payable by the Customer.

6.10 A small order charge of €7.50 will be levied in Eire on any orders with a cumulative value of under €200.00.

6.11 WHOLESALE ONLY - For Wholesale Customers a charge will be made for any temperature controlled or palletised orders, the cost to be agreed with the Wholesale Customer prior to delivery. Wholesale Customers are permitted to organise their own transport or freight, provided they meet the cost of this and accept that risk in the Goods passes at the point the Goods are loaded into the transport organised by the Wholesale Customer.

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7. Discounts

7.1 All Discounts exclude VAT.

7.2 There are some Goods where discounts and rebates will not apply, including, but not limited to, pharmaceutical and licenced Goods, Equipment, spare parts, sales of Goods to Wholesale Customers etc.

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8. Title and Risk

8.1 Transfer of risk in the Goods occurs at the point the Customer takes delivery.

8.2 Title in the Goods or any part thereof shall only pass to the Customer following receipt by the Company of full payment for the Goods in cleared funds, by the Customer.

8.3 Prior to title in the Goods passing, the Customer shall permit, so far as it is able, and shall use its best endeavours to assist any officer, employee, representative or agent of the Company to enter onto any premises where the Goods may from time to time be situate and to repossess the Goods and until such time as title passes the Customer shall hold the Goods as the Company’s fiduciary agent and bailee.

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9. Warranty

9.1 Subject as expressly provided in these Conditions and except where the Goods are sold or services provided to a person dealing as consumer within the meaning of the Unfair Terms in Consumer Contracts Regulations 1999 all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permissible by law.

9.2 Where the Goods are supplied to the Company with the benefit of a warranty from the manufacturer, that warranty will continue to apply to the Goods following sale to the Customer, whether the Goods are sold individually or as a package. If alleged defects in the Goods prove to have been caused by incorrect operation, cleaning or handling or other improper use, the Company reserves the right to charge for service calls to deal with any repairs of the Goods or refuse a refund if requested. In all other respects the Company will provide replacement parts for the length of the manufacturer’s warranty, and labour free of charge for a period of 3 months from the date of delivery.

9.3 The Customer shall be responsible for ensuring that all statutory governmental regulations, local authority regulations, operating instructions and safety precautions are complied with in relation to the Goods supplied by the Company.

9.4 Equipment and computer products that require installation and warranty/support services thereafter are subject to the Equipment and Service terms and conditions and any manufacturer warranty will be explained to the Customer at the time of purchase. Please note, however, that the terms of the manufacturer warranty and liability in respect of the same remain with the manufacturer direct.

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10. Restriction of Liability

10.1 The Company shall not in any event be liable for indirect or consequential loss or damage, being loss or damage which does not directly and naturally flow from the supply of the Goods or materials to the Customer, including, without limitation, loss of profits, of use, overhead costs, collateral damage or of contracts arising out of the supply or failure of supply of the Goods or services by the Company to the Customer (other than liability for death or personal injury resulting from the negligence of the Company) and whether arising from breach of contract, negligence or for any other liability howsoever arising, whether by statute or otherwise.

10.2 In all other cases (being cases of direct and natural losses or damage) it is specifically provided and agreed that the compensation and damages payable under any claim or claims arising out of the contract between the parties under whatsoever pretext shall not under any circumstances amount in aggregate to more than the contract price of the Goods and/or services forming the subject of the claim or claims.

10.3 No liability for such direct losses shall attach to the Company unless details of such losses are notified to the Company in writing within 7 days of the date of delivery of the Goods, or the date of the event giving rise to such loss if it is not apparent upon the date of delivery. In cases of alleged shortages or breakages, claims must be notified to the Company within 3 days of delivery of the Goods by the Company. Alleged non-delivery of the Goods must be notified in writing to the Company within 5 days of receipt of either the invoice for the Goods or a statement of account, whichever is the sooner.

10.4 For the avoidance of doubt, nothing in this agreement shall confer on any third party any benefit or the right to enforce any term of this agreement.

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11. Applicable Law

These Terms and Conditions and the rights and obligations of the parties to the contract shall be governed, interpreted and construed solely in accordance with the Laws of England.

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12.Force Majeure

The Company shall not be liable to the Customer or be deemed to be in breach of any provision of these terms by reason of any delay in performing, or any failure to perform any obligation under this Agreement if the delay or failure was due to circumstances which the Party could not avoid and the consequences of which it was unable to prevent.