1. DEFINITIONS

In the following Terms and Conditions of Sale the “Company means Critical Dental Pty Ltd ABN 60 050 604 763 and the “Purchaser” means the entity purchasing the goods the subject of these Terms and Conditions of Sale.

The following Terms and Conditions of Sale will be described as “these terms and conditions”.

2. GENERAL

These terms and conditions supersede all previous terms and conditions and govern all sales of goods by the Company and are the only contractual terms that bind the Company except as otherwise agreed to in writing by the Company. These terms and conditions and those otherwise agreed to in writing by the Company, if any, cannot be excluded by law.

3. QUOTATIONS /ORDERS

Any quotation made by the Company is not to be construed or operate as an offer or obligation to sell. The Company reserves the right to accept or reject all orders it receives in its absolute discretion. Quotations (including the prices included in the quotation) issued by the Company are valid for 7 days.

Quotations for dental equipment can only be accepted by a Purchaser by signing a Dental Equipment Sale Agreement prepared by the Company. Upon receipt of a signed Dental Equipment Sale Agreement, the Company will treat the applicable quotation as an order, that is, a binding contract for the sale of dental equipment.

If the Purchaser, for any reason, cancels an order, the Company is entitled to charge the Purchaser a restocking fee of up to 25% of the total price of the order or the total costs incurred by the Company due to the cancellation, whichever is the greater.

4. PRICES

Equipment

The prices payable by the Purchaser are the prices included in a quotation for dental equipment, provided the quotation is less than 30 days old. Otherwise, and in all other cases, the prices payable by the Purchaser are the prices that apply at the date the goods are paid for by the Purchaser, unless otherwise mutually agreed.

Unless otherwise expressly stated, all prices are inclusive of GST.

Consumables

The prices payable by the Purchaser are the prices that apply at the date the goods are paid for by the Purchaser.

If however a Purchaser attempts to purchase goods but they are not available at that time and are placed on back order, then the price for the goods is the price that applies at the date the goods are ordered on back order.

If a price for goods on the Company’s website is incorrect because of human error (which the Company has the sole entitlement to determine), the Company will take steps to immediately correct any such error and a Purchaser is not entitled to the incorrect price for the goods, despite it being stated on the Company’s website. If a Purchaser completes a transaction to purchase goods via the Company’s website in respect of which the price is incorrect because of human error (which the Company has the sole entitlement to determine), the Company reserves the right to rescind that transaction and will refund purchase monies to the Purchaser without delay.

All special or discounted prices, bonuses and offers are subject to change without notice and are only available for the duration of promotions, or while stocks last.

Unless otherwise expressly stated, all prices are inclusive of GST.

5. PAYMENT

Unless otherwise agreed to in writing by the Company or otherwise provided on the Company’s invoices or price lists, payment for the goods and all other costs and expenses payable in accordance with these terms and conditions must be made to the Company:

(a)         upon delivery of the goods in respect of all dental equipment, including autoclaves;

(b)        at the time of purchase in respect of consumable items purchased via the Company’s website; and

(c)         within seven (7) days from the date of invoice in respect of all other consumable item and dental handpiece purchases, if sold separately.

The Purchaser may pay by direct deposit (EFT), cash, cheque or credit card (Amex, Master or Visa card). Surcharges at the applicable merchant rate will apply when purchasing dental equipment. That surcharge may, at the Company’s discretion, also apply when buying consumable items.

If the Purchaser delays or defaults in respect of any payment, the Company reserves the right, in addition to other remedies it may have, to charge interest at the rate of 2% per month on outstanding monies, which interest shall be in addition to the purchase price. Such interest is to be calculated from the date of delivery to the date of full payment by the Purchaser. Any payment by the Purchaser will be credited first against the interest accrued to the date of payment.

The Purchaser must pay all costs and expenses reasonably incurred by the Company in respect of any action taken by the Company for recovery of unpaid monies or repossession of dental equipment, including but not limited to mercantile agent’s fees, legal fees and solicitors costs on an indemnity basis.

6. AVAILIBILITY

Consumable Items

The Company generally stocks all advertised goods, however due to unexpected circumstances, there is the possibility that the Company may temporarily run out of certain stock items. In this case, the Purchaser’s order will be placed on back order.

Backordered items will be listed in the Purchaser’s invoice and will be delivered to the Purchaser as soon as possible. The Purchaser does not have to pay for back ordered goods until they are delivered.

Dental Equipment

The Company orders dental equipment from its suppliers upon receipt of a Dental Equipment Sale Agreement signed by the Purchaser. The Company will make every effort to ensure all dental equipment ordered is available at the installation date, which date shall be agreed between the Company and the Purchaser. If certain equipment ordered is not available at the date of installation, but the installation can still proceed, then the installation will proceed and the unavailable equipment will be placed on back order.

Backordered items will be listed in the Purchaser’s invoice and will be delivered to the Purchaser as soon as possible. The Purchaser does not have to pay for back ordered equipment until it is delivered.

7. DELIVERY/SHIPPING INFORMATION

Critical Dental will endeavour to have all products purchased via its website delivered within 3 business days. Critical Dental will not be liable for any loss or damage arising from delivery delays caused by matters outside its control, including freight company error or computer or technical failures. If Purchasers have any questions concerning orders that have not arrived within this time frame, please contact our office on (02) 8883 0674.

Where the Company has agreed to deliver goods to the Purchaser and those goods are lost or damaged as a result of an act, neglect or default of the Company, the Company’s liability to the Purchaser is limited to either the replacement or repair of any goods lost or damaged. Any claims against the Company for such loss or damage must be made within three (3) days of the date of delivery.

Where the Purchaser fails to take delivery of goods as agreed with the Company, the Purchaser indemnifies the Company against all loss and expenses incurred by the Company, including any additional transport and storage charges

In respect of dental equipment purchases, the Company will use reasonable endeavours to deliver the dental equipment purchased to the Purchaser on the agreed installation date, however, the Company will not be responsible or liable for any delay or failure to do so.

In respect of dental equipment purchases, if the Company has agreed to install the dental equipment, the Company will use reasonable endeavours to install the dental equipment purchased on the agreed installation date and within proposed installation time estimates, however, the Company will not be responsible or liable for any delay or failure to do so.

8. ACCEPTANCE

The Purchaser must notify the Company in writing, within two (2) days of the date of delivery, of any non-compliance with the order (subject to the usual trade tolerances relating to weight, dimension and processing). If the Purchaser fails to give that notice then, to the extent permitted by statute, the goods shall be deemed to have been accepted by the Purchaser and the Purchaser must pay for the goods in accordance with these terms and conditions.

9. RETURNS POLICY

Notwithstanding clause 8 above, goods may be accepted for credit or replacement at the discretion of Critical Dental. All claims for credit or replacement must be made within 14 days of the date of invoice and the goods must be in original condition, including with the original packaging. Critical Dental will only accept return of special order goods if the goods are faulty or defective. If goods are faulty or defective, then Critical Dental will replace the goods or refund the value of the goods, subject to the warranty clause 13 below. If however Critical Dental accepts a return of goods because of incorrect ordering or change of mind:

(a)         a re-stocking fee of 10% will apply;

(b        the value of the goods will be credited against the customer’s account ( a refund will not be given in these circumstances); and

(c)        freight charges will not be refunded or credited against the customer’s account.

10. RISK

Risk in goods supplied by the Company passes on delivery to the Purchaser or its agent. If the Purchaser fails to take possession of the goods within seven (7) days of being notified that the goods are ready for delivery:

(a)        risk in those goods passes to the Purchaser;

(b)         the Purchaser must pay for the goods in accordance with these terms and conditions of sale; and

(c)        the Purchaser will indemnify the Company against all loss and expenses incurred by the Company, including any additional transport and storage charges, as a result of such failure.

11. TITLE

Notwithstanding clause 10, title to goods remains with the Company until all monies owing in respect of those goods, including any amounts payable under clause 10(c), are paid by the Purchaser. Until such payment is received, the Purchaser must hold the goods as bailee for the Company, subject to the Purchaser’s right to deal with the goods in the ordinary course of business. If the goods are sold or consumed in the ordinary course of business, the Purchaser must hold any monies received on trust for the benefit of the Company. The Purchaser grants the Company an irrevocable licence to enter at any time, the premises of the Purchaser or any other premises under the Purchaser’s control, for the purposes of repossession of goods owned by the Company.

12. INFORMATION AND DRAWING

All descriptive specifications, illustrations, drawings, data, dimensions and weights supplied by the Company or otherwise contained in catalogues, price lists or other advertising material of the Company are approximate only and are intended to be by way of general description of the goods. Such descriptive specifications do not form part of the contractual description of the goods unless agreed to in writing by the Company, in which case they are subject to recognised trade tolerances.

13. WARRANTIES

In respect of dental equipment, the Company will administer the warranty programmes offered by the manufacturer of the relevant equipment, and meet the warranty terms pursuant to the contracts it enters with customers.

If the Purchaser is a consumer under the Australian Consumer Law:

  1. (a)The dental equipment comes with guarantees that cannot be excluded under Australian Consumer Law. The Purchaser is entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. The Purchaser is also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure; 

  2. (b)But where the warranties apply to defects, and the dental equipment is not acquired for personal, domestic or household use or consumption, the applicable supplier, will: 

  3. (c)repair or pay the cost of repairing the defective goods;  

The choice to repair or replace defective goods is at the supplier’s sole discretion, whichever is the applicable supplier. This clause is a limitation of liability pursuant to section 64A Australian Consumer Law.

The benefits given under this warranty are in addition to other rights and remedies available to the Purchaser under the Australian Consumer Law or any other relevant law.

Other than as outlined in this clause 13, the Company will not be liable for any liability in contract, tort or otherwise for any injury, damage or loss including indirect or consequential loss or damage or loss of profit or revenue arising out of or in connection with breach of warranty, breach of contract, any failure, breakdown, defect or deficiency in the goods, negligence or otherwise, to the extent that that liability can be lawfully limited.

14. TERMINATION

The Company may terminate any contract for the supply of goods if:

(a)         the Purchaser fails to pay any amount owing to the Company within 14 days of the date for payment;

(b)        the Purchaser becomes insolvent;

(c)        execution is levied against any of the Purchaser’s goods; or

(d)         the Purchaser is placed in liquidation, whether voluntarily or otherwise.

Such termination is to be in writing and is to be delivered to the ordinary place of business of the Purchaser by email,  fax and/or post.

15. PRIVACY

Where the Purchaser provides personal information about its personnel or referees to the Company in the course of purchasing products from the Company, or applying for a credit account with the Company, the Purchaser undertakes to notify the relevant personnel that:

(a)         their details have been provided to the Company;

(b)        the purpose of that disclosure is to enable the Company to provide products to the Purchaser or to assess and administer a credit account with the Purchaser;

(c)        they may request access to that information by writing; and

(d)        the Company may disclose that information to its suppliers, agents and other organisations that the Company has arrangements or alliances with in the course of supplying products to the Purchaser or for the purpose of promoting the products or services of those entities to the Purchaser.

16. LEGAL CONSTRUCTION

These terms and conditions are to be governed and interpreted according to the laws of New South Wales and the Company and the Purchaser consent and submit to the jurisdiction of the Courts of New South Wales.

17. CRITICAL CLUB

The Critical Club is a loyalty program offered by the Company, membership of which will entitle Purchasers to receive correspondence, pricing discounts and other offers or specials from time to time. The terms and conditions applicable to pricing discounts, or other offers or specials may vary.  Purchaser information will be treated in accordance with clause 15 and the Company’s Privacy Statement as set out on this website.

18. RIGHTS RESERVED

The Company reserves the right to decline conducting business with any Purchaser, at any time, at its own discretion. If the Company declines to conduct business with any Purchaser in respect of a purchase made via the Company’s website, the Company will reverse that purchase and refund monies paid by the Purchaser.

The Company also reserves the right to decline or withdraw any Purchaser’s membership of the Critical Club at any time and at its own discretion.