Terms and conditions

WEBSITE TERMS OF USE AND PRODUCT TERMS OF SALE

April 1,2021

Kerr U.K. Limited, is a company registered in England and Wales under company number 01132816, with its registered office at The Bower 4 Roundwood Avenue, Stockley Park, Hayes, Uxbridge, UB11 1AF and with VAT number 763597681 (the "Company"). The Company operates the website: https://store.kerrdental.com/en-uk/ (the "Website").

Understanding these terms
- These terms and conditions ("Terms and Conditions") are divided into three parts:
  - part 1: the terms of use ("Terms of Use"). These describe how you may access and use the Website and the content on it. By using the Website you confirm that you accept the Terms of Use and that you agree to comply with them;
  - part 2: the terms of sale ("Terms of Sale"). These set out the terms on which you may order the products available on the Website ("Products"). The Terms of Sale will become binding on you when you submit an order for Products via the Website and will be incorporated into the contract between you and us in relation to such order for Products ("Contract"); and
  - part 3: general terms ("General Terms"). These set out certain terms and conditions that apply equally to your use of the Website under the Terms of Use and any purchases that you make through the Website under the Terms of Sale, including (for example) the law that governs these Terms and Conditions.
- When certain words and phrases are used in these Terms and Conditions, they have specific meanings (these are known as "defined terms"). You can identify these defined terms because they start with capital letters (even if they are not at the start of a sentence). Where a defined term is used, it has the meaning given to it in the section of these Terms and Conditions where it was defined (you can find these meanings by looking at the sentence where the defined term is included in brackets and speech marks).
- In these Terms and Conditions (and on the Website when referring to the entry into of these Terms and Conditions), when we refer to "we", "us" or "our", we mean the Company; and when we refer to "you" or "your" we mean the business on whose behalf you are acting.
- Please note that:
  - the Website uses cookies, the use of which are governed by our cookies policy (available here); and
  - we only use your personal information in accordance with our privacy policy (available here); and
  - we use Return policy (available here);

PART 1: TERMS OF USE

The Website
- The Website is made available free of charge. We do not guarantee that the Website, or any content on it, will always be available or be uninterrupted. Access to the Website is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Website without notice. We will not be liable to you if for any reason the Website is unavailable at any time or for any period. We may update the Website and/or change the content on it at any time.
- You are responsible for making all arrangements necessary for you to have access to the Website. You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and that they comply with them.
- The Website and the content on it are provided for general information purposes only. They are not intended to amount to advice on which you should rely.
Your account and password
- You will need to register an account with us on the Website in order to access certain services and purchase Products available on the Website ("Account"). If you register an Account, you will be asked to provide certain information (such as your email address) and to create a password, as part of our security procedures. You must treat the password as confidential and you must not disclose it to any third party.
- When registering an Account, you will be asked to accept these Terms and Conditions and upon accepting these Terms and Conditions you will become a "Registered User".
- We have the right to disable any Accounts and/or passwords, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
- If you know or suspect that anyone other than you knows your Account login details, you must immediately notify us at customerservice-emea@kerrdental.com.
- You are responsible for any unauthorised use of your Account login details.
Acceptable use
- You agree not to:
  - use the Website in any way that breaches these Terms and Conditions or any applicable local, national or international law or regulation;
  - copy, or otherwise reproduce or re-sell any part of the Website unless expressly permitted to do so in these Terms and Conditions; or
  - do any act or thing that might damage, disrupt or otherwise interfere with the operation of the Website or any equipment, network or software used in operating the Website.
- We do not guarantee that the Website will be totally secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access the Website and we recommend that you use your own virus protection software.
- You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.
Intellectual property
- We are owner or licensee of all intellectual property rights in the Website and its content. The names of Kerr and Pentron, also product names, images and packaging are protected by intellectual property laws and treaties around the world. All such rights are reserved.
- You are not granted any right to use, and may not use, any of our intellectual property rights other than as set out in these Terms and Conditions. You must not use the Website (or any part of it or its content) for commercial purposes; however, you may download material from the Website solely for non-commercial, personal use by you.
- No part of the Website, including, without limitation, the text, designs, graphics, photographs and images contained in it, may be copied, reproduced, republished, uploaded, re-posted, modified, transmitted or distributed or otherwise used in any way for any non-personal, public or commercial purpose without our prior written consent.
- Any communications or materials you send to us through the Website by electronic mail or other means will be treated as non-proprietary and non-confidential (other than communications in respect of your order if you use the Website to buy products from us). We are free to publish, display, post, distribute and otherwise use any ideas, suggestions, concepts, designs, know-how and other information contained in such communications or material for any purpose, including, but not limited to, developing, manufacturing, advertising and marketing us and our products.
Our liability
- Nothing in these Terms of Use excludes or limits our liability for:
  - death or personal injury caused by our negligence;
  - fraud or fraudulent misrepresentation; and
  - any matter in respect of which it would be unlawful for us to exclude or restrict our liability.
- We assume no responsibility for the content of websites linked to from the Website (including links to our commercial sponsors and partners). Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
- In no event shall we be liable to you for any loss of profits, loss of revenue, loss of contracts, failure to realise anticipated savings or for any indirect or consequential loss, whether arising from negligence, breach of contract or otherwise.
- Save as set out in clause 1, our maximum liability to you under these Terms of Use is limited to £100.

PART 2: TERMS OF SALE

Ordering Products
- In order to submit an order for Products via the Website (an "Order") you must first register an Account and then follow the procedure set out on the Website to submit your Order. Our Order process allows you to check and amend any errors before submitting your Order to us. You should check all of the information that you enter and correct any errors before submitting your Order, as once your Order is submitted, we will begin processing it immediately.
- You may only place an Order if you have a current General Dental Council registration (“Registration”) and you represent and warrant, at the time of placing each Order, that you have such a Registration.

Your Order constitutes an offer to us. After you place an Order, you will receive an email from us acknowledging that we have received it ("Confirmation Email"), but please note that this does not mean that your Order has been accepted. Our acceptance of your Order takes place when we send an email to you that confirms that the Products have been dispatched (“Dispatch Confirmation”). These Terms of Sale, the General Terms and the Order will become legally binding on you and us when we send you the Dispatch Confirmation and each Order shall incorporate the Terms of Sale and General Terms and shall be a new and separate Contract between you and us.

If we are unable to supply you with the Products for any reason (for example, because they are out of stock), we will inform you of this by email and we will not process your Order. If you have already paid for the Products, we will refund you the full amount including any delivery costs charged as soon as reasonably possible.
You will be able to access your current and past Orders in your Account as well as any relevant invoices. If you notice a discrepancy between an invoice in your Account and an invoice you have received please contact us using the details set out in clause 1
Special Promo Conditions - Order must be placed via store.kerrdental.com/en-uk/ entering code SUMMER22 upon checkout. A Kerr representative will then be in contact to arrange your free goods. Free items offered will be from the following ranges: SimpliShade, Vertise Flow, Maxcem Elite, Nexus Universal, CleanicDent, PlackACT, CaviWipes & Zenflex.

Delivery
- The costs of delivery will be as displayed to you on the Website.
- We will provide you with a delivery period during the Order process and will confirm such delivery period in the Confirmation Email.
- Unfortunately, we do not deliver to addresses outside the UK.
- Delivery is complete once the Products have been unloaded at the address for delivery set out in your Order and the Products will be at your risk from that time.
- You own the Products once we have received payment in full, including of all applicable delivery charges.
- If we fail to deliver the Products, our liability is limited to the cost of you obtaining replacement products of a similar description and quality in the cheapest market available, less the price of the Products. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
- If you fail to take delivery within 10 business days after the day on which we notified you that the Products were ready for delivery, we may resell part of, or all the Products and after deducting any reasonable storage and selling costs, account to you for any excess over the price of the Products or charge you for any shortfall below the price of the Products.
Payment
- The prices for the Products and delivery are set out on the Website and are exclusive of VAT. VAT will apply at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your Order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect
- The price of the Products does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your Order.

It is always possible that, despite our best efforts, some of the Products may be incorrectly priced. If we discover an error in the price of the Products you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Products at the correct price or cancelling your Order. We will not process your Order until we have your instructions. If we are unable to contact you using the contact details you provided during the Order process, we will treat the Order as cancelled and notify you in writing. If we mistakenly accept and process your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel the Contract and refund you any sums you have paid.

You can only pay for Products using a debit card or credit card. We accept the following cards: VISA, MasterCard. Payment for the Products and all applicable delivery charges is in advance. We will not charge your debit card or credit card until we dispatch your Products. If your payment is not authorised, your Order will not be fulfilled.

Refunds
- Where you are entitled to a refund under these Terms of Sale, we will make the reimbursement using the same means of payment as you used for the initial transaction. You will not incur any fees as a result of the reimbursement.
- If, due to unforeseen circumstances, we are unable to fulfil your Order or any of the Products in a particular Order, we will refund the value of the Product(s) that we were unable to fulfil and, if the full Order is cancelled, any delivery charges.
Products
- The images of the Products on the Website are for illustrative purposes only and are not necessarily to scale. Your Product may vary slightly from those images.
- The packaging of the Products may vary from that shown in images on the Website.
- If we are making a Product to measurements you have given us, you are responsible for ensuring that these measurements are correct.
- It is your responsibility to ascertain and obey all applicable local, state, federal and international laws in regard to the possession and use of any Products purchased through our Website. You agree that any Product purchased through this Website will not be shipped, transferred or exported into any country or used in any manner prohibited by applicable export laws, restrictions or regulations.
Our warranty for the Products
- The Products are intended for use only in the UK. We do not warrant that the Products comply with the laws, regulations or standards outside the UK.
- We provide a warranty that on delivery, the Products shall, subject to clause 5, conform in all material respects with their description and be free from material defects in design, material and workmanship.
- Subject to clause 5, if:
  - you give us notice in writing within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 2;
  - we are given a reasonable opportunity of examining the Products; and
  - if we ask you to do so, you return the Products to us at our cost,

we will, at our option, repair or replace the defective Products, or refund the price of the defective Products in full. Subject to clause 13.1, this shall be our entire liability, and your sole and exclusive remedy, in relation to any breach of the warranty in clause 12.2.

These Terms of Sale will also apply to any repaired or replacement Products supplied by us to you.
We will not be liable for breach of the warranty set out in clause 2 if:
- you make any further use of the Products after giving notice to us under clause 3;
- the defect arises as a result of us following any drawing, design or specification supplied by you;
- you alter or repair the Products without our written consent;
- the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
- the Products differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
We may withhold reimbursement until we have received the Products back or you have supplied evidence of having sent back the Products, whichever is the earliest.
We may make a deduction from the reimbursement for loss in value of any Products supplied, if the loss is the result of unnecessary handling by you. You are only liable for any diminished value of the Products resulting from the unfair and/or unreasonable wear and tear of the Products other than what is necessary to establish the nature, characteristics and functioning of the Products. We may make a deduction from any reimbursement (you are entitled to from us) for such loss in value of any Products we supply.

Liability
- Nothing in these Terms of Sale excludes or limits our liability for:
  - death or personal injury caused by our negligence;
  - fraud or fraudulent misrepresentation; and
  - any matter in respect of which it would be unlawful for us to exclude or restrict our liability.
- Except as expressly set out in these Terms of Sale, all conditions, warranties, stipulations and other statements whatsoever that would otherwise be implied or imposed by statute, at common law or otherwise howsoever are excluded to the fullest extent permitted by law.
- Save as set out in clause 1, in no event shall we be liable to you for any loss of profits, loss of revenue, loss of contracts, failure to realise anticipated savings or for any indirect or consequential loss, whether arising from negligence, breach of contract or otherwise.
- Save as set out in clause 1, our maximum liability to you under these Terms of Sale in respect of any particular Contract will be limited to the value of that Contract (which includes any delivery charges) as set out in the relevant Confirmation Email.
Termination of a Contract
- Without limiting any of our other rights, we may suspend the supply or delivery of the Products to you, or terminate the Contract with immediate effect by giving written notice to you if:
  - you fail to pay any amount due under the Contract on the due date for payment;
  - you commit any other material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 10 days of you being notified in writing to do so;
  - you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
  - your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
- Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
- If we terminate a Contract in the situations set out in clause 1, we will refund any money you have paid in advance for Products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaching the Contract.
Events Outside Our Control
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control ("Event Outside Our Control").
- If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
  - we will contact you as soon as reasonably possible to notify you; and
  - our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
- You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 calendar days by contacting us at customerservice-emea@kerrdental.com. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will refund the price you have paid, including any delivery charges.

PART 3: GENERAL TERMS

Suspension and termination
- Without limiting clause 14 above, if you breach any of these Terms and Conditions, we may immediately do any or all of the following (without limitation):
  - issue a warning to you;
  - temporarily or permanently withdraw your right to use the Website;
  - suspend or terminate your Account;
  - issue legal proceedings against you for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs);
  - take further legal action against you; and/or
  - disclose such information to law enforcement authorities as we reasonably feel is necessary to do so.

Changes to these Terms and Conditions
- We may make changes to these Terms and Conditions from time to time (if, for example, there is a change in the law that means we need to change these Terms and Conditions) but:
  - the Terms of Sale applicable at the time of your Order will apply to that Order; and
  - if you are a Registered User, we will provide you with 30 days prior notice of any changes to the Terms of Use and if you do not agree to such changes you must stop accessing and using the Website.
- Please check these Terms and Conditions regularly to ensure that you understand the Terms and Conditions that apply at the time that you access and use the Website and/or order Products.
Communications between us
- To contact us telephone our customer service team at email customerservice-emea@kerrdental.com. How to give us formal notice of any matter under the Contract is set out in the remainder of this clause 18.
- Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
- A notice or other communication is deemed to have been received:
  - after registration on our webshop (Thank you for registering. You will receive a confirmation email with your login details shortly).
  - if there is problem with your login details: There is a problem with your log in. You may have entered an incorrect Customer Number or Postcode. Please try again. If the issue persists, please contact Customer Service.; or
  - if return goods: To process a return or an exchange, please fill in and submit Return form below. Our Customer Service representative will contact you within 2 business days. Thank you .
- In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
- The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
Other important information
- Each of the clauses of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
- If we fail to insist that you perform any of your obligations under these Terms and Conditions (and/or any Contract), or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
- You may not assign or transfer your rights or your obligations under these Terms and Conditions (and/or any Contract) unless we agree in writing.
- A person who is not a party to these Terms and Conditions (and/or any Contract formed under the Terms of Use) shall not be entitled to enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.
- The rights, powers and remedies provided in these Terms and Conditions (and/or any Contract formed under the Terms of Use) are (except as expressly provided) cumulative and not exclusive of any rights, powers and remedies provided by law or otherwise.
- These Terms and Conditions (and/or any Contract formed under the Terms of Use) constitute the entire agreement between the parties and supersedes and extinguishes all agreements, arrangements, promises, undertakings, proposals, warranties, representations and understandings between them at any time before their respective signature ("Pre-Contractual Statements"), whether written or oral, relating to its subject matter. You acknowledge that in entering into these Terms and Conditions and/or any Contract that you have not relied on any Pre-Contractual Statement made by or on behalf of us (whether made innocently or negligently) in relation to the subject matter of the Terms and Conditions and/or Contract, other than those which are set out expressly in these Terms and Conditions. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on, and hereby waive all rights and remedies which might otherwise be available to you in relation to, any Pre-Contractual Statement. Nothing in this clause 6 shall limit or exclude the liability of either party arising out of any pre-contractual fraudulent misrepresentation or fraudulent concealment.
Governing law and jurisdiction
- These Terms and Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms and Conditions or their subject matter or formation