These terms and conditions apply to the sale of goods or the supply of services (as the case may be) to a customer (“You”/”Your”/Yourself”) by Trate UK Ltd t/a ROOTT Implants (“We”/”Us”/”Our”) together with or as amended or supplemented by any other terms, conditions or policies that may appear on the relevant website be incorporated into an order or be otherwise notified to You at the time at which the contract for the sale or supply is entered into. These terms and conditions apply to the exclusion of any other terms that You seek to impose or incorporate or which are implied by trade, custom, practice or course of dealing. Save as aforesaid, no other terms and conditions shall apply unless expressly agreed upon in writing or, notwithstanding any provision of these terms and conditions or any amendment or supplement to them, are necessarily incorporated by operation of law.
1. Definitions and Interpretation
1.1 In these Terms the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
Consumer: an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession;
Contract: the agreement between Us and You for the sale or supply of the Goods or Services in accordance with these Terms;
Goods: the goods set out in the Order;
Order: the offer by You to purchase the Goods or Services;
Payment Methods: the methods of payment detailed on Our website or in our catalogue or as We may notify to You in writing from time to time;
Price: the price for the Goods or Services as set out in the Order;
Services: the services set out in the Order;
Specification: any specification for the Goods or Services, including any related plans or drawings, that appears in the description of the Goods or Services on Our website, in our catalogue or, in relation to Services, that is agreed between Us and You, at the time of the Order;
Terms: the terms and conditions set out in this document (as they may be amended or supplemented by Us from time to time);
Third Party Suppliers: means those preferred third party suppliers of Services listed in any Schedule to these Terms and as may be amended [or otherwise notified to You] by Us from time to time;
1.2 The headings in the Terms are for convenience only and shall not affect their interpretation.
1.3 Words imparting the singular meaning shall include the plural meaning and vice-versa.
1.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.5 A reference to a clause or schedule is a reference to a Clause or Schedule of these Terms unless the context does not so admit.
Orders
2.1 In the course of or before placing an Order, You will be required to open a customer account with Us (if You do not already have one) and provide such information or, if an existing account holder, such further information about Yourself as We may reasonably require for the purposes of an Order, the Contract and any statutory or regulatory obligation connected with either. We may require You to provide one or more specific proofs of identity, or further proofs of identity, for certain purposes including the granting of credit terms. Personal data provided by You to Us will be processed by Us in accordance with our Privacy Policy, the terms of which are set out on our Website, and all applicable data protection laws.
2.2 The Order constitutes an offer by You to purchase the Goods in accordance with these Terms. You are responsible for ensuring that the terms of the Order and any applicable Specification submitted by the You are complete and accurate.
2.3 It is Your responsibility to ensure that Your Order is complete and accurate.
2.4 You will make an Order by telephone or via Electronic Data Interface, website or email.
2.5 All Orders which are accepted by Us shall be subject to these Terms and no Contract shall be deemed to come into existence until We have accepted Your Order by indicating Our acceptance.
2.6 Subject to Clause 3.18, an Order can only be cancelled at Our discretion. On no account can cancellation be accepted for Goods or Services sourced specially by Us on Your behalf.
3. Goods Out of Stock Items
3.1 If an item of Goods is out of stock You will be advised within two (2) Business Days of Our receipt of Your Order. You may be offered an alternative product if one is available or You may cancel Your Order.
Delivery
3.2 In respect of Orders placed before 2.00pm on a Business Day, provided Goods are in stock delivery will normally be made two Business Days after the Order is placed and We will normally despatch Goods by courier or first class post to UK mainland excluding any area separated by water (‘UK Mainland’) from the mainland (delivery to the Scottish Highlands and Islands may take longer). A carriage charge of £20.00 (inc VAT) will be applied to all orders in the UK mainland with a total invoice value lower than £750.00. If delivery is specifically requested to take place on a Saturday, the carriage charge may attract a premium which will be agreed at the time of Order.
3.3 Freight and insurance for deliveries outside UK Mainland and for deliveries by Our suppliers to You directly, is charged extra at cost. Please contact Our Export Department for a quotation. If the Goods are subject to import duties and/or taxes for overseas orders, these costs will be solely borne by You.
3.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We shall use reasonable endeavours to deliver by the date specified but We shall be under no liability whatsoever for delay in delivery or the consequence thereof however caused and You hereby waive irrevocably all Your rights and remedies (if any) in respect of any loss or damage suffered or incurred directly or indirectly as a result of any late delivery of the Goods
3.5 When Goods are delivered to You, You should carefully check the courier’s documentation and/ or the delivery note to ensure that the number of packages due from Us delivered corresponds to the number of packages received from Us as noted on the delivery note. We will not be liable for any non-delivered packages unless such non-delivery has been noted on the courier’s documentation (if applicable) and You have notified Us of the same within forty-eight (48) hours of delivery.
3.6 If You believe that there are shortages in the number of Goods contained in the packages or if any damage has occurred to the Goods in transit, You must report these to Us within three working days of receipt of the Goods and this must be confirmed in writing and any damaged Goods returned to Us, within fourteen (14) days of delivery.
Ownership
3.7 Ownership of the Goods delivered or to be delivered by Us will only be transferred to You when We have received full payment in cleared funds all sums owing to Us in respect of the Goods and in respect of any other agreements between You and Us.
3.8 Until full payment is received by Us You must store the Goods in such a way that they are clearly Our property.
3.9 Until ownership has passed to You We retain full legal and beneficial title to the Goods and reserve the right at any time to require You to deliver up the Goods to Us and, if You fail to do so forthwith upon Our request, to enter upon any of Your premises or those of any third party where the Goods are stored and repossess the Goods. You will indemnify Us and hold Us harmless against all and any liabilities costs and expenses owing from or in connection with Us exercising Our rights under this Clause.
3.10 You may be entitled (but only with Our prior written approval) to sell the Goods either in their original state or incorporated into other products acting as Our agents. In these circumstances the title to the Goods shall remain with Us, and You shall remain fully accountable for the proceeds of the sale thereof.
Quality
The guarantee policy only covers the replacement of products, but not associated costs and expenses, including but not limited to any associated treatments.
Warranty Conditions
3.11 The manufacturer TRATE AG guarantees that, if any product is defective as a result of a failure of the material strength and stability of the product during the guarantee period, TRATE AG will replace the product with the same or substantially equivalent product.
Provided the following guarantee conditions are individually met and documented:
Warranty duration – lifetime, the ROOTT system components must have been used in accordance with the requirements of the instructions for use and under indications, conditions and contraindications which are described by the manufacturer in the instructions for use.
- Products have been used exclusively and not in combination with any other manufacturer’s products.
- Warranty case appeared because products were implanted to the patient with absolute / relative contraindications.
- No guarantee case resulting from an accident, a trauma or any other damage caused by the patient or a third party
- Providing a request for guarantee not later than three months after a case arises.
Eligibility
To receive warranty benefits, the treating clinician must:
a) Notify TRATE UK Ltd. Notification is accomplished by submission of a properly completed Warranty and Return Form with return of properly cleaned and decontaminated device packed such to prevent damage throughout transportation. Clear procedure for cleaning, decontamination, packaging and labelling for such devices is available in the Instructions.
- b) Be current in all financial account activities with TRATE UK Ltd
- c) Be sure that all devices covered by this Warranty Policy installed in accordance with the prescribed procedures, including the IFU, and in accordance with accepted medical / dental practices.
3.12 Subject to Clause 3.13, if:
- We are given a reasonable opportunity of examining such Goods;
- 5You (if asked to do so by Us) returns such Goods to Our place of business or to the manufacturer at Your cost; and
- Goods which are returned to Us are accompanied by a Returned Goods Form (available from customer services) along with the original invoice invoice/ invoice number. We shall, at Our option, replace the defective Goods, or refund the price of the defective Goods in full.
Returns
3.18 Goods returned to us must be accompanied by a Returned Goods Form (available from Customer Services). A credit note cannot be issued by Us without the original invoice number. Returns are subject to an administration fee £50.00, buyer to pay for postage & package costs.
3.19 Subject to clause 3.20 to 3.26, We will give credit of a sum equal to the price paid by You for the Goods less an admin fee (min £50.00 plus postage & package costs) for:
a. At our sole discretion items returned to and received by Us in a re-saleable condition provided they are received within 5 days of the invoice date
b. Any item received is damaged provided We are notified and the item is returned in accordance with Clause 3.6.
3.20 Subject to Clause 3.18 Goods which are specially sourced by Us for You unless:
a. Incorrect goods have been delivered (subject to Clause
b. such products are returned in response to a product or batch recall; or
c. such products are damaged or faulty.
3.21 The following provisions apply in respect of returned Goods:
1. Goods returned to Us must be accompanied by a Returned Goods Form (available from customer services) and must include the original invoice or invoice number or a credit note will not be issued;
2. You (if asked to do so by Us) return such Goods to the manufacturer;
3. Any returned Goods must be packed in a cardboard box with adequate packaging to protect the Goods during transit and suitably labelled with Our (or where 3.24b. applies the manufacturer’s) name and address. Unpacked goods should not be handed to the carrier’s driver;
4. You must not under any circumstance send Us any item which is contaminated. We reserve the right to refuse to handle any items which do not have a completed Decontamination Certificate;
5. Any equipment item (including handpieces) can only be returned for credit if unused, complete and in the original packaging;
6. Any returned item lost, damaged or defaced in transit to Us will may not be credited.
3.22 If You have not received an acknowledgement or credit note from Us within fourteen (14) days You should notify Us.
3.23 If, at Our sole discretion and with no obligation on Us to do so, we agree to the return of saleable Goods to Us after twenty-eight (28) days from the invoice date, We reserve the right to levy a handling charge normally of, but not limited to, 25% of the invoice value for such Goods.
3.24 We reserve the right to charge carriage on returns where collection is arranged by Us.
4. Prices and payment
4.1 In consideration of Us providing the Goods or Services you must pay the Price in accordance with this Clause 5.
4.2 All prices are quoted in pounds Sterling unless We have specified Euros or such other currency as We may identify.
4.3 Prices quoted are exclusive of VAT and are current at the time of publishing. In respect of Goods and Services to which it applies, VAT will be added to the Order at the prevailing applicable rate.
4.4 While every endeavour will be made to maintain published Prices, We reserve the right to effect changes without prior notice (including, but not limited to, as a result of exchange rate variations or changes in any applicable import duties). This applies, in particular, if Goods are specially sourced for You by Us and are not dispatched directly by Us (delivery charges will be invoiced to You by Us in this instance). Prices must be confirmed by You at the time an Order is placed.
4.5 We occasionally issue promotional flyers. Any prices quoted are valid until the promotion date advertised (subject to availability). After expiry of the date advertised, or (if earlier) until the maximum availability in respect of the Goods or Services advertised has been reached, then future availability will be as advertised in the current catalogue or on Our website (subject to Clause 5.4).
4.6 You shall make payment using one of the Payment Methods. Payments made using any method of payment other than a Payment Method shall not be accepted unless We have given prior approval for such alternative method of payment in writing. Cash will never be accepted.
4.7 Where you have a credit account with Us, You shall pay the invoice in full and clear funds on or before the thirtieth (30th) day of the month following the invoice date (“Due Date”).
4.8 If You fail to make any payment on the Due Date We have the right to charge interest on all outstanding balances calculated on a daily basis at the rate of 2% per annum above the current base lending rate of Barclays Bank Plc (both up to and after the date of any judgement until such time as payment is received). If You fail to make payment on the Due Date any discount applied to the price of the Order will not apply and We reserve the right to claim from You the full price of the Order (without such discount) at the date of the invoice.
4.9 If any sum of money is due from You, the same may be deducted from any sum then due or which at any time becomes due to You under the Contract or any other agreement between Us and You.
4.10 We reserve the right to charge an administration fee (at a minimum of £25 per transaction) in the event that unrepresented payments are received from You.
4.11 We reserve the right at any time to correct clerical omissions and errors.
5. Intellectual Property
5.1 Goods and material contained in Our website and Our catalogue may be the subject of patents, copyright, design, trade mark or other intellectual property rights belonging to Us and/or to third parties. We do not grant nor purport to grant to You any licence, permission or authority in respect of such rights and You acknowledge and agree to satisfy Yourself in respect of such matters. We accept no liability for Your infringement of any third party rights.
5.2 Reproduction in part or whole of Our catalogue or Our Website or of any of Our intellectual property rights without Our prior written consent is strictly prohibited.
5.3 All intellectual property rights in or arising out of or in connection with Services (other than intellectual property rights in any materials provided by You) will be owned by Us
6. Limitation of Liability
6.1 Subject to clause 6.4 below and as otherwise expressly provided in the Contract, all warranties, conditions or other terms whether express or implied by statute or common law or otherwise in are excluded or limited to the fullest extent
permitted by law. In particular other than as expressly provided in the Contract We make no representation or warranty in relation to the Services or that the Goods are either of satisfactory or merchantable quality or fit for any purpose or that they conform to any description. You acknowledge and agree that You have relied upon Your own skill and judgement in selecting the Goods.
6.2 Subject to clause 6.5 We shall under no circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, in respect of:
-
- indirect or consequential loss, damages, costs or expenses including but not limited to costs of removal and re-installation of Goods; b. loss of goodwill;
- loss of business;
- loss of profits; or
- loss of use
6.3 Subject to clause 6.5 Our total liability to You in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price paid for the Goods or the Services.
7. General
7.1 We reserve the right to discontinue any product or service, or make design changes to product or service specifications, or use different suppliers or manufacturers to those stated in Our catalogue or on Our website, without prior notice, as part of Our continuous process of product and service improvement, to improve product availability or if required to by any applicable statutory or regulatory requirements. The information contained in Our catalogue or on Our website is correct to the best of Our knowledge at time of going to press. All images are used in Our catalogue and on Our website are for illustration purposes only.
7.2 We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of Our rights or obligations under the Contract.
7.3 We operate a Quality Management System in accordance with MDD 93/42/EEC Annex V and MDD 92/42/ EEC. This incorporates a Batch/Lot Control System for traceability of all medical devices and equipment dispatched by Us. We would advise You to retain information supplied by Us in respect of the Goods including Batch/Lot No. and expiry dates.
7.4 If any provision of the Contract is held by any competent authority to be invalid, illegal or unenforceable in whole or part it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision shall not affect the validity and enforceability of the rest of the Contract.
7.5 We shall not be liable to You for any delay or failure to perform any of Our obligations in the Contract which is due to causes or circumstances beyond Our reasonable control, including (without limitation) acts of civil or military authority, national emergencies, fire or flood, acts of God, war or riots, actions or omissions of third parties. In such circumstances and subject to any statutory rights You may have if dealing as a Consumer, We shall be entitled to a reasonable extension of the time for performing such obligations.
7.6 The Contract is the complete and exclusive statement of the contractual relationship between the parties, which supersedes all prior proposals, understandings, agreements, or representations between the parties relating to this Contract except in respect of any fraudulent misrepresentation made by either party.
7.7 We reserve the right to randomly monitor and record Our inbound and outbound calls.
7.8 A person who is not party to the Contract shall not have any rights to enforce its terms.
7.9 No delay, neglect or forbearance on Our part in enforcing Our rights against You shall be construed as a waiver or in any way prejudice any of Our rights hereunder.
7.10 Except as set out in these Terms, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by Us.
7.11 The Contract shall be governed by and construed in accordance with the laws of England and Wales whose courts shall have non-exclusive jurisdiction in connection with any dispute arising out of or in connection with it and to which jurisdiction We and You irrevocably submit.
Online Courses Terms and Conditions
These terms and conditions govern the way in which we supply online courses to you.
Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide online training to you, how you and we may change or end the contract, what to do if there is a problem and other important information. All rights not expressly granted in these terms are hereby reserved.
You agree to review this agreement periodically to ensure that you are aware of any amendments to this agreement, which may be made at any time.
OC1. Grant of Licence
In consideration of your payment, we hereby grant you a licence to use the purchased online courses (“the Products”). This licence is limited, revocable, non-exclusive, non-sub-licensable and non-transferable, and is subject to the rights and obligations granted under these Terms.
This licence is personal to you and cannot be shared or exchanged with others.
OC2. General
We develop, distribute and maintain the Products and will also provide you with log in details. We will also manage your access to the Products.
You shall not copy, modify, transmit, distribute or in any way exploit the Products or any other copyrighted materials provided other than for your individual training. Any other purpose is expressly prohibited under these terms. You shall also not permit anyone else to copy, use, modify, transmit, distribute or in any way exploit the Products or any other copyrighted materials.
We provide the materials ‘as is’ and without any warranties, whether express or implied, except those that cannot be excluded under statute. We also do not warrant that the materials will be error free, including technical inaccuracies.
OC3. Access to Materials
The starting date of your access to the Product(s) is deemed to be the date of purchase. It is the responsibility of the student to ensure that all course content has been completed within the allocated time period. If you do not think this will be possible, please contact us, we will consider an extension at our discretion, for the avoidance of doubt should there be additional cost, it will be no greater than 25% of the course cost.
We will take all commercially reasonable steps to provide you with uninterrupted access to the Products. However, your access may be restricted from time to time for reasons beyond our control. Such reasons include force majeure events, power outages and actions from computer hackers and others acting outside the law. Your access may also be interrupted due to software issues, server downtime, increased Internet traffic, programming errors, regular maintenance and other related reasons. Where this is the case, we will take commercially reasonable steps to restore your full access within a reasonable period of time. ‘Commercially reasonable’ in these terms shall mean reasonable efforts taken in good faith, without an unduly burdensome use or expenditure of time, resources, personnel or money.
Our aim is to provide courses and materials of the highest quality. As such, improvements or changes to the Products or any other materials may occur at any time without prior notification in order to ensure that they are up to date and accurate.
Where your access to the Products is restricted for any of the above reasons, we may provide you with a free extension of time at our sole discretion.
OC4. Pricing & Payment
Payment for the Products must be made at the point of purchase. Please note that we must receive your payment in full before providing you with access to the Products.
Your payment includes the licensing of the Products for a limited period of time that is appropriate for the online course content. We are unable to provide a refund if you fail to complete the content within the allocated time, except at our absolute and sole discretion.
We reserve our right to review and change the pricing of any of our products. This will not affect products that have already been purchased.
OC5. Cancellation Policy
Where Products are delivered to you immediately, you will not have the right to change your mind. In other cases, you may change your mind within fourteen (14) days of purchase, so long as materials have not been provided to you, downloaded, streamed or otherwise accessed. If you do wish to cancel, please contact us via email.
It is your responsibility to ensure that you meet the system requirements, including compatible hardware, software, telecommunications equipment and Internet service, prior to purchasing any content. We are unable to provide refunds where your access to the Products is inhibited due to insufficient system requirements.
We may restrict your access to the Products if you breach these terms, including without limitation:
- a) A failure to make any payment due to us; or
- b) Failure to provide accurate information that is necessary for us to provide the Products to you
In these circumstances, we will inform you in writing with seven (7) days’ notice that your access to the Products will be restricted.