Exact Supplies Ltd.

DENTAL PRODUCTS - CONDITIONS OF SALE
In these conditions of sale, “Exact” means Exact Supplies Ltd and
“Buyer” means the buyer of dental products from Exact.
The following are the conditions of sale that apply to the supply
of dental products (“Goods”) to the Buyer.
1. Making of Contract
1.1 No contract for the sale of Goods exists until Exact
either issues an acceptance of order or (if no acceptance
of order is issued) delivers the Goods.
1.2 No other terms and conditions apply unless specifically
agreed by Exact in writing.
2. Prices and payment
2.1 If not separately quoted, value added tax shall be
payable in addition, where applicable.
2.2 Unless otherwise agreed in writing Buyer shall pay in full
for the Goods not later than 30 days from the date of
invoice. Interest on overdue sums shall be charged at 2
per cent per month until payment is received after as well
as before any judgment for such sums.
3. Delivery
3.1 All delivery dates are estimates only and the time of
delivery is not of the essence of the contract. In no
circumstances shall Exact be liable to compensate
Buyer for non-delivery or late delivery of the Goods, or for
any loss, consequential or otherwise, arising.
3.2 Buyer shall not be entitled to cancel orders in any
circumstances.
4. Risk and Property
4.1 Risk of loss of or damage to the Goods shall pass to
Buyer at the time of delivery.
4.2 Except for Goods that are to be put into clinical use for a
specific dental patient, property in the Goods shall not
pass to Buyer until all sums due or owing to Exact by
Buyer on any account have been paid and until payment
the following provisions of this Condition 4 shall apply.
4.3 If the Buyer does not pay any sum owing to Exact on
time then Exact shall be entitled to the immediate
return of all Goods to which Condition 4.2 applies and
Buyer hereby irrevocably authorises Exact to recover
the Goods or documents and to enter any premises of
Buyer for that purpose. Exact’s demand for or
recovery of the Goods shall not itself discharge Buyer’s
liability to pay the whole of the price and take delivery of
the Goods Exact’s right to sue for the whole of the
price.
5. Buyer’s Default
5.1 Exact may at its option cancel or withhold all further
deliveries if Buyer:
5.1.1 does not pay any sum due under this or any other
contract between Exact and Buyer on time;
5.1.2 being a natural person, dies or becomes bankrupt;
5.1.3 being a company, enters into liquidation or if an
administrator or receiver or administrative receiver
is appointed over all or part of its undertaking,
property or assets;
5.1.4 enters or offers to enter into any arrangement or
composition with his or its creditors; or
5.1.5 suffers anything similar or analogous to any of the
foregoing under the laws of any jurisdiction in
which Buyer is incorporated, resident or carries on
business.
5.2 Buyer shall immediately give notification to Exact if
5.1.2 - 5.1.5 shall apply, and in the case of death, the
Buyer’s representatives shall give such notification.
6. Defects in Goods
6.1 Exact will replace defective Goods within a reasonable
period after the Goods have been delivered where the defect

arises solely from faulty materials, design or
workmanship. This warranty does not apply to any
defects caused by the misuse or mishandling of the
Goods by the Buyer.
6.2 Any Goods returned to Exact are at Buyer’s risk.
7. Limitation of Liability
NOTE - THE FOLLOWING PROVISIONS SET OUT THE
ENTIRE FINANCIAL LIABILITY OF SELLER FOR ANY
BREACH OF CONTRACT AND ANY REPRESENTATION OR
NEGLIGENCE UNDER THE CONTRACT.
7.1 All warranties, conditions and terms implied by law are
excluded to the fullest extent possible.
7.2 Nothing in these Conditions excludes or limits Exact’s
liability for death or personal injury caused by Exact’s
negligence.
7.3 Subject to 7.1 and 7.2 above Exact’s total liability in
contract, tort (including negligence and breach of
statutory duty), misrepresentation or otherwise arising in
connection with the contract is limited to £50,000. In
addition, and subject to such total liability:
7.3.1 Exact’s liability for defects and is limited to
the obligations in Condition 6;
7.3.2 Exacts liability for breach of obligations
under Condition 6 is limited to the price of the
relevant part of the Goods in question;
7.3.3 Exact’s liability for damage to tangible
property is limited to making good or replacing
damaged property;
7.3.4 Exact is not liable for any indirect or
consequential loss or damage (including but not
limited to loss of data, profits, business, goodwill
or otherwise) or any claims of third parties; and
7.3.5 Exact is not liable for any claim unless (a)
full details of the claim have been given to
Exact within one month of the matters giving
rise to the claim becoming known to the Buyer
and (b) legal proceedings in respect of the claim
are begun within 12 months of that date.
.8. Proper Law
The contract shall be governed by and interpreted in
accordance with English law and Buyer submits to the
exclusive jurisdiction of the English courts.