1 Overview

These Terms and Conditions of Sale (“Conditions”) govern the sale of dental equipment and supplies by the Seller (“Seller”) to business customers (“Purchasers”). These Conditions apply to all users, including Purchasers, vendors, browsers, content contributors, and any other stakeholders interacting with the Seller website or services, and are binding upon the Seller’s acceptance of a Purchase Order as confirmed in the Order Confirmation.

Scope and Applicability: These Conditions apply to all orders placed with the Seller and extend to any additional services or agreements entered into, unless otherwise explicitly agreed in writing. The Purchaser acknowledges that these Conditions will prevail over any terms provided by the Purchaser unless otherwise agreed by the Seller in writing.

Updates and Amendments: the Seller reserves the right to modify these Conditions at any time. Changes will be posted on the Seller’s website, and by continuing to access or use the website or its services, users are deemed to have accepted the revised Conditions. It is the responsibility of the user to review these Conditions periodically.

E-commerce Platform: the Seller’s online store is hosted on the WordPress and Shopify platforms, which provides the framework for managing and processing sales of the Seller’s products and services. This ensures secure and efficient handling of transactions between the Purchaser and the Seller.

Modifications to the Service and Prices: the Seller reserves the right to modify or discontinue any product or service, or any part thereof, at any time without liability. The availability of products or services on the website is subject to change without notice.

By placing an order, the Purchaser agrees to these Conditions and the Seller’s policies as outlined here and in any other relevant documentation.

2 Interpretation

In these Conditions, unless the context otherwise requires, the following words have the following meanings:

“Act of Insolvency” means any event whereby a party becomes insolvent or unable to pay its debts when payable or becomes the subject of a voluntary or involuntary winding up petition, or becomes bankrupt, or makes an assignment for the benefit of creditors, or is dissolved or liquidated.

“Authorised Persons” shall have the meaning in Clause 11.1.1.

“Conditions” means the standard terms and conditions of sale set out in these Conditions.

“Confidential Information” means information marked “confidential” or otherwise disclosed on a confidential basis by, or on behalf of, one party to a Contract to the other party in connection with the performance of a Contract.

“Contract” means a contract between the Seller and a Purchaser for the sale of Products on the terms of the Order Confirmation and these Terms and Conditions for each individual sale.

“Order Confirmation” means the document issued by the Seller confirming acceptance of a Purchaser’s Purchase Order specifying models, specifications, price, and delivery terms.

“Products” means the Products referred to in the Products List.

“Products List” means the catalogue of Products supplied by the Seller, including any part or parts of them.

“Purchase Order” means a Purchaser’s offer in writing for the purchase of Products open to reading acceptance by the Seller.

“Purchaser” means a business, firm or company which buys Products from the Seller.

“Seller” means HSP Engineering Ltd, company number is 15704657 and whose registered office is at 128 City Road, London, EC1V 2NX, UK.

“Warranty” has the meaning in Clause 5.

3 Application of Terms

• Subject to any variation under Condition 3.3, the Contract for Products will be governed by these Conditions to the exclusion of all other terms and conditions, including any terms or conditions that the Purchaser purports to apply under any Purchase Order, specification, or any other document whatsoever.
• No terms or conditions endorsed on, delivered with, or contained in the Purchaser’s purchase order, or other document will form any part of any Contract, as a result of such document being referred to in the Contract or otherwise.
• Any variation to these Conditions or any agreement regarding the sale of Products (such as installation services) must be expressly agreed in writing and signed by an authorized representative of the Seller. These agreements will supersede any contrary terms in Purchase Orders or other documents provided by the Purchaser.
• Each completed Order Confirmation from the Seller will be deemed to be an acceptance of a Purchase Order for such Products and will form a binding Contract on the terms of these Conditions.

4 Accuracy, Completeness, and Timeliness of Information

• The Seller reserves the right to correct any errors, inaccuracies, or omissions, including those related to product descriptions, pricing, promotions, or availability.
• The Seller also reserves the right to amend or cancel orders based on such errors, inaccuracies, or omissions, even after an order has been submitted.

5 Description and Warranty

• The Products are as described in the Products List and confirmed in the Order Confirmation.
• Except as otherwise provided in these Conditions, the Seller warrants that Products will:
  • be free from manufacturing defects;
  • conform to the description in the Products List; and
  • be reasonably fit for the purposes for which the Products are being sold.
  • No specific purpose shall be considered relevant to or part of a sale unless brought to the Seller’s attention in writing and acknowledged by the Seller as forming part of the purchase.
• If a Purchaser claims that any Products do not conform with any of the requirements or conditions above, and if after examination by the Seller the claim is found to be justified and not excluded under Clause 5.6 or otherwise, the Seller will use all reasonable efforts to arrange repair or replacement of the Products within 14 days and send them to the Purchaser by express courier.
• Any Warranty claim must be notified by the Purchaser to the Seller in accordance with Clause 20 (Notices) within 1 working day of becoming aware of such claim.
• the Seller shall request that the Purchaser send the Products to the Seller for investigation, and if appropriate, repair or replacement will be arranged.
• The Warranty does not cover the following exclusions:
  • Consumable components which are non-durable parts like batteries and seals.
  • Normal wear and tear which is normal deterioration resulting from regular and proper use.
  • Damage caused by misuse, improper maintenance, or unauthorized repairs or modifications.
  • Damage from external events, environmental conditions, or power supply issues.
• The Warranty shall be valid from the date of the Order Confirmation for the duration defined in the Product’s description.
• Service Packages and Routine Maintenance:
  • the Seller offers optional service packages and routine maintenance services for certain Products. The specific terms, coverage, and pricing for these services are detailed in the relevant service package descriptions.
  • Routine maintenance and repair services are provided by an authorized and certified partner of the Seller.
  • The Purchaser is responsible for adhering to the routine maintenance schedule outlined in the service package. Failure to comply with the recommended maintenance schedule may void any applicable warranties.
  • Service packages may be purchased separately at the point of sale or within the Warranty period, subject to the terms provided in the service package description.
• For further details or inquiries regarding service packages, Purchasers may contact the Seller at contact@hspengineering.co.uk.

6 Delivery

• In all cases the Seller shall comply with all laws and regulations regarding sale and supply of the Products, including any export regulations, where relevant.
• Where the Contract provides that delivery shall be to a Purchaser’s premises or designated place: –
  • the Seller shall arrange carriage and delivery.
  • The risk of loss and damage during carriage is the Seller’s responsibility until the Products are delivered to the Purchaser, at which point risk transfers to the Purchaser.
• A Purchaser shall give written notice to the Seller of non-delivery as soon as possible and at latest within 5 working days of the date when the Products would in the ordinary course of events have been delivered.
• Unless it has been agreed in writing that time is of the essence the Seller shall not be responsible for any delay or the consequences thereof in the shipment or delivery of the Products.
• Upon delivery of the Products, the Purchaser shall inspect the Products to ensure they conform to the order and are free from any visible damage or defects.
• The Purchaser must notify the Seller of any apparent defects or discrepancies in the Products, including damage during delivery, in accordance with Clause 20 (Notices), within 1 working day of becoming aware of such issues and at latest within 5 days of delivery, providing sufficient detail and evidence such as photographs and the signed for document presented by the courier.
• Failure to notify the Seller within this period shall be deemed acceptance of the Products, and the Purchaser shall have no further right to claim for such defects or damages.
• Upon receiving notification within the specified period, the Seller shall investigate the claim and, if valid, arrange for the repair or replacement of the Products, or issue a refund, at its discretion.

7 Installation or Setup Services

• Where installation or setup services are required, these must be arranged separately with the Seller or an authorized service provider. The costs and conditions for such services will be set out in the relevant service agreement or product documentation.
• The Purchaser acknowledges that certain Products may require specialized installation or configuration, and it is the Purchaser’s responsibility to ensure these services are arranged where applicable.
• The Seller shall not be responsible for any damage or issues arising from improper installation where no installation service has been arranged with the Seller.

8 Risk / Title

• Risk in the Products passes to the Purchaser upon delivery in accordance with Clause 6.2.2.
• Ownership of any Products shall pass to a Purchaser when the Seller has received in full without deduction cleared funds for all sums due to it in respect of the Products.

9 Price

• Unless otherwise agreed in writing, the price for any Products will be the price set out in the Order Confirmation.
• All listed prices are subject to change without notice until the Order Confirmation is issued.
• The total price stated in any Confirmation Order shall include Value Added Tax (VAT) if applicable.

10 Payment

• Payment for Products shall be made using one of the payment methods offered via the Seller’s website at the time of purchase. Payment options may include online payments, credit card, or bank transfer, as well as invoicing for approved Purchasers or larger orders.
• The Seller reserves the right to change or remove payment options at any time without prior notice.
• The Seller reserves the right to refuse or cancel orders, limit quantities, or refuse service for any reason. If an order is modified the Seller will notify the Purchaser via email in accordance with Clause 20 (Notices).
• Invoices issued to prior-approved Purchasers must be paid within 30 days from the invoice date, unless otherwise agreed in writing.
• If the Purchaser fails to make payment by the due date, the Seller reserves the right to charge interest on any overdue amounts at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
• The Seller reserves the right to suspend or cancel any further deliveries or services until full payment is received and cleared, without incurring any liability for such suspension.

11 Confidentiality

• A Party receiving Confidential Information shall: –
  • Keep such Confidential Information confidential and refrain from disclosing such Confidential Information to any third party. Provided that employees, sub-contractors, auditors, or other professional advisors with a need to see such Confidential Information (“Authorised Persons”) and themselves subject to a duty of confidentiality shall not be considered as third parties for the purposes of this clause; and
  • Use such confidential information solely for performance of its obligations under a Contract and not for any other purpose.
• A party receiving Confidential Information further undertakes to the disclosing party: –
  • It will not make or keep copies of, or otherwise reproduce, any document or part thereof comprised in the Confidential Information without the prior written consent of disclosing party.
  • It will ensure that any Confidential Information disclosed to it will at all times be under its control.
  • It will procure that each of the Authorised Persons who has access to the Confidential Information comply with the terms of this Agreement in the same manner as the receiving party is bound hereby, with the receiving party remaining responsible for the actions and disclosures of such Authorised Persons.
  • That in the event that any unauthorised person obtains any part of Confidential Information, it will provide with any necessary assistance to enable the disclosing party to restrain such use, publication or dissemination.
• The undertakings set out in above shall not apply to any part of the Confidential Information: –
  • That, at the time of disclosure, is generally known or available to the public other than as a consequence of breach by the receiving party of the Contract; or
  • That can be proved to have been known to the receiving party prior to its disclosure by the disclosing party; or
  • That is disclosed by a third party to the receiving party if such disclosure is not a breach of any obligation of that third party; or
  • That the disclosing party authorises in writing for release; or
  • That are ordered to be disclosed under the terms of a valid and effective order issued by a court of competent jurisdiction.

12 Intellectual Property

• All intellectual property rights in the Products, their designs, and any content on the Seller’s website—including but not limited to product descriptions, images, logos, and blog posts—are owned by the Seller or its licensors. Users are granted a limited, non-exclusive license to access this content solely for informational purposes or to evaluate products for business use. No content may be reproduced or distributed without express written consent.
• The Purchaser is granted a limited, non-exclusive license to use any intellectual property, including product descriptions, images, logos, and other materials, solely for the purpose of evaluating or purchasing products for business use. No intellectual property, including designs or logos, may be copied, reproduced, modified, distributed, or transmitted in any form without the express written consent of the Seller.

13 Website Content

• No content from the website may be copied, reproduced, distributed, or transmitted in any form without the express written consent of the Seller.
• The use of bots, spiders, crawlers, scrapers, or other automated systems to access, copy, monitor, or interact with any part of the Seller’s website is strictly prohibited unless expressly authorized in writing by the Seller. This includes, but is not limited to, the automated collection of data, product descriptions, pricing information, or any other content available on the website.
• The Seller reserves the right to monitor website activity and take appropriate action, including suspending or terminating access to the website, against any user or entity that violates this provision. Additionally, the Seller may seek legal remedies, including but not limited to damages or injunctive relief, for unauthorized use of automated tools.
• The Seller disclaims all liability for any damages, disruptions, or security breaches caused by the unauthorized use of bots, automated systems, or any other form of automation that attempts to access or interact with the website.

14 Third-Party Links and Content Liability

• The Seller’s website may contain links to third-party websites or resources. These links are provided for convenience only, and the Seller is not responsible for the content, accuracy, or availability of such third-party sites.
• The Seller disclaims any liability for any loss or damage incurred as a result of accessing or using third-party websites, services, or resources.
• Purchasers and users are advised to review the terms and privacy policies of any third-party websites they visit through links on the Seller’s website. The Seller shall not be liable for any third-party transactions, content, or services.
• The Seller reserves the right to edit, monitor, or remove any user-submitted content that is unlawful, offensive, or in violation of intellectual property rights. By submitting content, users grant the Seller the right to use, edit, or publish their submissions without compensation. The Seller assumes no responsibility or liability for user-generated content.

15 Limitation of Liability and Indemnification

• The total liability of the Seller for any claims arising out of or in connection with the supply of Products, whether in contract, tort (including negligence), or otherwise, shall be limited to the total value of the Products supplied under the specific Contract.
• The Seller shall not be liable for any indirect, special, incidental, or consequential damages, including but not limited to loss of business, profits, revenue, or data, arising out of or in connection with the use or inability to use the Products.
• The Seller will not be liable for any damages resulting from improper use, unauthorized modifications, or failure to follow the correct installation, maintenance, or operating instructions for the Products.
• The Purchaser agrees to indemnify, defend and hold harmless the Seller, its employees, agents, affiliates and authorized service providers, from any claims, damages, liabilities, or costs (including reasonable legal fees) arising from the Purchaser’s breach of these Terms and Conditions, misuse of the Products, unauthorized use of the website or any third-party claims related to the Purchaser’s business operations.

Users are prohibited from using the website or its content: (a) for unlawful purposes; (b) to solicit others to perform or participate in unlawful acts; (c) to violate any regulations, rules, laws, or ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, or discriminate based on gender, sexual orientation, religion, ethnicity, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or malicious code; or (h) to interfere with the security features of the website or service. The Seller reserves the right to terminate access to the website or services for any user violating these prohibited uses.

16 Data Protection

• Definitions
  • Data Protection Laws: Refers to the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and any re-enactment, replacement, or UK-specific data protection laws.
  • Controller: The party to a Contract that transfers personal data to the other party.
  • Processor: The party to a Contract that receives personal data from the other party.
  • Other terms, such as “Data Subject” and “Processing,” have the same meanings as defined in the Data Protection Laws. References to Articles relate to the GDPR.
• Obligations of the Processor
  • The Processor agrees to process personal data only for the purpose of fulfilling the Contract or in accordance with the written instructions of the Controller, unless required to act otherwise by law.
  • The Processor must ensure that persons involved in processing the data are subject to a duty of confidentiality.
  • Appropriate technical and organizational measures will be implemented by the Processor to ensure the security of personal data, in line with GDPR Article 32.
  • The Processor will only engage a sub-processor with the prior consent of the Controller and based on a written contract.
  • The Processor shall assist the Controller in ensuring compliance with obligations under the Data Protection Laws, including responding to data subject requests and fulfilling obligations concerning the security of processing, breach notifications, and data protection impact assessments as required by GDPR Articles 32–36.
• Personal Data Collection and Processing by the Seller
  • The Seller acts as the Controller for personal data provided by Purchasers and website users, including but not limited to data collected via the website from Purchasers, blog subscribers, and newsletter sign-ups.
  • Personal data will be processed in compliance with the GDPR and applicable UK data protection laws, and in accordance with the Seller’s Privacy Policy.
  • Website users and Purchasers have the right to access, rectify, or request the deletion of their personal data at any time by contacting contact@hspengineering.co.uk.
  • The Seller undertakes to implement appropriate technical and organizational measures to safeguard personal data, including encryption and access controls.
  • For further details on how personal data is collected, used, and protected, Purchasers and users are advised to review the Seller’s Privacy Policy.
• End of Contract and Data Deletion
  • Upon the conclusion of a Contract, the Processor must delete or return all personal data to the Controller, as requested.
  • The Processor agrees to allow audits and inspections by the Controller to ensure compliance with GDPR Article 28, and to notify the Controller if it is asked to perform any action that would infringe the Data Protection Laws.
• Compliance
  • The Seller undertakes not to do anything that would cause the Purchaser to be in breach of the Data Protection Laws.

17 Compliance

• The Seller undertakes to make all reasonable efforts to observe and comply with all applicable laws in any relevant jurisdiction, including but not limited to applicable anti-bribery legislation.
• The Seller shall refrain from anything that might cause a Purchaser to be in breach of any applicable anti-bribery legislation.

18 Termination of Contract

• If either party to a Contract: –
  • Breaches any of its obligations to the other party; or
  • Is the subject of an Act of Insolvency

then without prejudice to any other rights or remedies available under the relevant Contract, at law or in equity, the innocent party shall immediately become entitled to give written notice terminating the Contract and any other contract between the parties without liability to the other party.

• The Seller reserves the right to terminate access to the website or services without notice if the Purchaser fails to comply with these Conditions, including any prohibited uses. In such cases, the Purchaser remains liable for all amounts due up to the date of termination.

19 Force Majeure

• Neither the Seller or a Purchaser shall be liable for any failure or delay in its performance of its obligations under a Contract, where such failure or delay is prevented by circumstances beyond its reasonable control, including but not limited to Acts of God, fires, floods, wars, riots, sabotage, accidents, shortages, government actions, legal restraint, or inability to obtain Products, or their components, labour, equipment or transportation.
• If a party is prevented from performance of a Contract as above for a continuous period of 3 calendar months then either party may, at its discretion, terminate such Contract by notice in writing to the other party given after the end of this period.

20 Notices

Any notice required to be given under or in connection with any Contract, including but not limited to warranty claims, delivery issues, or other contractual matters, shall be sent by e-mail to:

Seller at sales@hspengineering.co.uk

Purchaser at the email address in the Order Confirmation.

Notices shall be deemed received as follows:

• E-mail: Immediately following despatch and upon receipt by the sender of a Delivered Receipt.

21 Assignment

• A Purchaser may not assign the benefit of the Contract or subcontract performance of any Contract for any Products and/or Services (or any part of it) to any person, firm, or company.

22 Law and Jurisdiction

The formation, existence, construction, performance, validity, and any issues relating to the Contract, however characterised, and any allegations of negligence or other non-contractual breaches of duty shall be governed by English law and subject to the exclusive jurisdiction of the English Courts.

23 General

• If any provision of any Contract is found to be invalid, it will (to the extent of such invalidity) be deemed severable and the remaining provisions of the Contract and the remainder of such provision will continue in full force and effect.
• Failure or delay by a party to a Contract in enforcing or partially enforcing any provision of any Contract will not be construed as a waiver of any of its rights under the Contract.
• Any waiver any breach of, or any default under, any provision of any Contract by either party will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
• The parties to any Contract do not intend that any term of the Contract will be enforceable by any person that is not a party to it other than the employees, agents and sub-contractors of a party to the limited extent needed to give effect to their rights arising under these Conditions.
• These Conditions together with the terms and specifications contained in a Contract constitute the entire terms applicable between the parties in respect of the Products and replace and supersede all prior agreements, collateral warranties, terms of business, representations or arrangements (whether oral or written), if any, between the parties on the subject matter of the sale of Products. In entering into any Contract, a Purchaser acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller that is not set out in the Contract.
• Any liability of the Seller for any misrepresentation is excluded unless such misrepresentation is made fraudulently.