TERMS & CONDITIONS
REPAIR AND MAINTENANCE AGREEMENT
Recitals:
(A) The Customer is the owner of the Equipment.
(B) The Customer wishes Anglian Dental to provide a repair and maintenance service in relation to the Equipment and Anglian Dental is willing to supply the service on the terms of this agreement.
Operative provisions:
1. Interpretation
1.1. In this agreement, unless the context otherwise requires:
“Call out Services” means engineer visits during the agreement period, excluding the visit to complete the annual service.
“Call out Charges” are the charges arising from a Call out Service.
“Charges” means the standard charges for the Rapport 1 or Rapport 2 Services from time to time and/or the call out rates for additional Services from time to time, further details of which are set out in the Quotation Document and in these terms.
“Rapport 1 Service” means the annual service package to be provided pursuant to clause 2.2;
“Rapport 2 Service” means the annual service package to be provided pursuant to clause 2.3;
“Equipment” means the equipment the description and location of which are shown in the Equipment Inventory;
“Equipment Inventory” means the agreed list of Equipment set out, to which the services will apply;
“Force Majeure” means, in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, any strike, lock-out or other industrial action; power failure or breakdown; difficulties in obtaining raw material, labour, parts or machinery);
“Liability” means any liability arising by reason of any representation (unless fraudulent), or any breach of any implied term or any duty at common law, or under any statute, or under any express term of this agreement;
“Location” means the location of the Equipment set out in the Equipment Inventory;
“Loss” means, in relation to the Customer, loss of profit or any other loss, damages, costs or other compensation and any legal or other expenses awarded against or incurred by or paid or agreed to be paid in settlement of any claim by the Customer, however the same may arise and whether occasioned by the negligence of Anglian Dental, its employees or agents or otherwise;
“Normal Working Hours” means the hours of 7.00am to 5.30pm (inclusive) on any Working Day;
“Services” means the Rapport 1 or Rapport 2 service packages, including an annual service, together with any additional repair and maintenance services for the Equipment which may be required from time to time, as set out in our quotation document;
“Working Day” means any day other than Saturday or Sunday or a Bank or Public Holiday;
“Writing”, and any similar expression, includes facsimile transmission and electronic mail, but not text messages.
“Quotation Document” The quotation document (initial and annual thereafter) sets out Anglian Dentals anticipated charges for the services that are being provided in respect of the equipment listed in the Equipment Inventory document.
1.2. The headings in this agreement are for convenience only and shall not affect its interpretation.
2. Services to be provided
2.1. During the period of this agreement Anglian Dental shall provide the Customer with the Services.
2.2. The Rapport 1 Service shall consist of:
2.2.1 an annual service of the Equipment listed on the Equipment Inventory which shall be carried out by one of Anglian Dental’s suitably qualified and duly authorised representatives attending at the Location at such times during Normal Working hours as may be agreed in advance between Anglian Dental and Customer from time to time;
2.2.2 a four-hour maximum response time to emergency breakdowns of Equipment up to 24 visits during the 12 month period of the agreement (and “emergency” means where more than one surgery cannot be used due to equipment failure. For example an air compressor failure resulting in several surgeries being out of action)
2.2.3 the repair of any defect in or malfunction of the Equipment which is discovered by Anglian Dental’s representatives during the course of routine maintenance checks or is reported to Anglian Dental by the Customer from time to time.
2.3. The Rapport 2 Service shall consist of:
2.3.1 an annual service of the Equipment listed on the Equipment Inventory which shall be carried out by one of Anglian Dental’s suitably qualified and duly authorised representatives attending at the Location at such times during Normal Working hours as may be agreed in advance between Anglian Dental and Customer from time to time; and
2.3.2 next working day response time to breakdowns of Equipment; and
2.3.3 a 20% discount on Anglian Dental’s standard call out rates.
2.4. If the Customer reports a defect in or malfunction of the Equipment during Normal Working Hours, Anglian Dental shall use its best endeavours to ensure that one of Anglian Dental’s suitably qualified and duly authorised representatives attends at the Location, during Normal Working Hours, within the period of time specified in Schedule 1, provided that necessary replacement parts are available to the representative; Anglian Dental’s representative will use all reasonable endeavours to repair the defect or malfunction at the Location, but if that is not reasonably practicable (or is not reasonably practicable in the time available during Normal Working Hours), Anglian Dental’s representative shall seek to make suitable arrangements with the Customer for:
2.4.1. a further visit to be made to the Location during Normal Working Hours for the repair of the defect or malfunction; or
2.4.2. if the Equipment is inoperative as a result of the defect or malfunction, or where the Customer requests, its repair at the Location outside Normal Working Hours; or
2.4.3. if it is not reasonably practicable for the defect or malfunction to be repaired, the removal of the Equipment (or, where practical, the part of the Equipment in question) for the purposes of repair.
2.5. There shall be an additional charge to the Customer for any services provided outside of Normal Working Hours.
2.6. All report of defects in or malfunctions of the Equipment must be made by telephone or in Writing, as appropriate, by a representative of the Customer and otherwise in such a manner as Anglian Dental may reasonably require from time to time.
2.7. Anglian Dental shall provide the Customer one staff training session on the maintenance and cleaning of the Equipment, and the Customer shall follow such instructions on all maintained Equipment. The cost of such training shall be included in Anglian Dental’s standard charges.
2.8. Anglian Dental shall ensure that its representatives comply with all safety and security regulations in force at the Customer’s premises on condition that such regulations are brought to the attention of representatives.
3. Spare parts and replacements
3.1. Any and all spare parts and replacement components required to maintain the Equipment in good working order are not included in the standard charges, and Anglian Dental shall be entitled to charge the Customer an additional cost for these.
3.2. Any parts warranties shall be as per the manufacturer’s terms. This excludes perishable items such as hoses, filters, seals, service kits, covers, etc. The labour supplied during an annual service visit shall be warranted for 90 days. In the event of equipment failure directly due to a service visit (parts or labour), replacement and correction shall not be charged.
4. Services not included
4.1. The Services shall not apply to any design defect in the Equipment, or any damage, defect or malfunction which is due to faulty materials or workmanship in manufacture, or which in Anglian Dental’s opinion has arisen as a result of:
4.1.1. electrical work external to the Equipment;
4.1.2. transportation or relocation of the Equipment not performed by or on behalf of Anglian Dental;
4.1.3. any misuse, error or omission relating to the operation of the Equipment by the Customer or any third party;
4.1.4. any modification, adjustment or repair to the Equipment made by a third party without the Written consent of Anglian Dental;
4.1.5. the subjection of the Equipment by the Customer to unusual physical or electrical stress, the neglect or misuse of the Equipment or any failure or fluctuation of electrical power, air conditioning, humidity control or other environmental controls; or
4.1.6. not following manufacturer or training instructions with regards to the maintenance or cleaning of the equipment;
4.1.7. any other cause (except fair wear and tear) which is not due to the neglect or default of Anglian Dental.
4.2. If on investigation Anglian Dental reasonably determines that any defect in or malfunction of the Equipment is the result of any of the matters referred to in clause 4.1 or not due to the last annual service, the Customer shall be liable for all costs incurred by Anglian Dental in making the investigation and determining its cause.
4.3. If any part of the Equipment can no longer be maintained in good working order by the provision of replacement spare parts or the whole of the Equipment is damaged beyond economic repair otherwise than through Anglian Dental’s fault (as to whether either of which events has occurred Anglian Dental’s decision shall be final and binding on the Customer) Anglian Dental will notify the Customer of the need for a full replacement of the Equipment. In such event, the Customer will be liable for all costs incurred for the replacement and the labour for the removal of the old Equipment and the installation of any new equipment. Further, Anglian Dental reserves the right to terminate this agreement with immediate effect, by giving Written notice to the Customer, in respect of the whole or any part of the Equipment which can no longer be maintained, in which case Anglian Dental shall repay to the Customer a fair proportion of any charges for Anglian Dental’s services which have been paid in advance by the Customer.
4.4. If the Customer requires the transportation or relocation of the Equipment (and in order for the Services to continue to be provided), it shall notify Anglian Dental. If such transportation or relocation is possible, Anglian Dental shall assist with this at an additional charge based on its standard call out rates.
5. Customer’s obligations
5.1. The Customer shall:
5.1.1. ensure that the Equipment Inventory is complete and accurate at all times, and promptly update Anglian Dental of any changes to such list where additional Equipment is required to be added. Anglian Dental reserves the right to adjust its Charges in respect of such changes in Equipment accordingly;
5.1.2. co-operate with Anglian Dental and its representatives in all matters relating to the Services;
5.1.3. provide Anglian Dental and its representatives with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Anglian Dental to provide the Services;
5.1.4. at all times keep the Equipment in the environmental conditions recommended by the manufacturer of the Equipment and prepare the Customer’s premises for the supply of the Services;
5.1.5. not move the Equipment from the Location without obtaining the prior Written consent of Anglian Dental;
5.1.6. use the Equipment only in accordance with such instructions and recommendations relating to the care and operation of the Equipment as may be issued by the manufacturer of the Equipment or as may have been advised during the training session by Anglian Dental; and
5.1.7. not allow any person other than Anglian Dental’s representatives to adjust, maintain, repair, replace or remove any part of the Equipment.
5.2. The Customer shall ensure that Anglian Dental’s representatives have full and free access to the Equipment and to any records of its use kept by the Customer to enable Anglian Dental to perform its duties.
5.3. The Customer shall provide Anglian Dental with such information concerning the Equipment, its application, use, location and environment as Anglian Dental may reasonably request to enable it to carry out its duties, including, if required, a spare set of keys, together with any security regulations in force at the Customer’s premises where the services may be required outside of Normal Working Hours from time to time.
5.4. If the Customer requires Services outside of Normal Working Hours, and should Anglian Dental be unable to perform the Services due to an act or omission of the Customer or arising out of or in connection with Anglian Dental’s inability to access the premises (for any reason whatsoever, including but not limited to the lack of clear instructions, incorrect keys or alarm codes being provided) and/or carry out the Services, then the Customer shall indemnify Anglian Dental against any and all loss, cost, expense, liability, damage, claim or action incurred or suffered by Anglian Dental arising from such acts or omissions of the Customer. For the avoidance of doubt, such indemnity shall include any wasted expenditure or Charges rendered unnecessary incurred by Anglian Dental arising from the Customer’s default.
5.5. The Customer shall take all such steps as may be necessary to ensure the safety of any of Anglian Dental’s representatives who visit any premises of the Customer.
5.6. If Anglian Dental’s performance of any of its obligations under the contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
5.6.1. without limiting or affecting any other right or remedy available to it, Anglian Dental shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Anglian Dental’s performance of any of its obligations;
5.6.2. Anglian Dental shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Anglian Dental’s failure or delay to perform any of its obligations as set out in this clause 5.6; and
5.6.3. the Customer shall reimburse Anglian Dental on written demand for any costs or losses sustained or incurred by Anglian Dental arising directly or indirectly from the Customer Default.
6. Charges
6.1. In consideration of the provision of the Services, the Customer shall, pay to Anglian Dental the charges set out in the Quotation Document. The Rapport 1 shall be paid for on a monthly basis by direct debit, unless agreed otherwise and the Customer agrees to provide all relevant banking details and authorisation necessary to set up such payments. Rapport 2 Annual Service Visits shall be invoiced on the first day of the following month in which acceptance of the quotation is received, and payment of this invoice is to be made in accordance with our payment terms.
6.2. All Services shall commence on the first day of the following month in which acceptance of the quotation is received and the first monthly payment made. An additional proportionate charge may be incurred if the Customer wishes the Services commencement date to begin earlier, on the date of accepting this agreement.
6.3. In consideration of the provision of the call out services, the Customer shall pay to Anglian Dental call out charges at the current rates less any discount you are eligible for based on your Rapport Contact level. For all additional services which are not within the scope of the Rapport 1 or Rapport 2 Services, Anglian Dental shall invoice the Customer monthly in arrears or at such other intervals as may be agreed from time to time between the parties, and the Customer shall, within 30 days after the date of each invoice from Anglian Dental, pay to Anglian Dental the amount shown in the invoice.
6.4. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Anglian Dental on the due date, Anglian Dental may:
6.4.1. charge interest on such sum from the due date for payment at the annual rate of 4% above the base rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment and the Customer shall pay the interest immediately on demand; and
6.4.2. suspend all Services until payment has been made in full.
6.5. All sums payable to Anglian Dental under this agreement shall become due immediately on its termination, despite any other provision. This clause 6.5 is without prejudice to any right to claim for interest under the law, or any such right under this agreement.
6.6. If the Customer requests Anglian Dental’s call out services without any reasonable justification, or requires Anglian Dental to repair a defect in or malfunction of the Equipment which is due to the causes set out at clause 4, the Customer shall be liable to pay Anglian Dental’s standard call out charges from time to time in force for such services.
6.7. The charges referred to in clauses 6.1 and 6.2 shall be reviewed on each anniversary of this agreement.
6.8. Anglian Dental reserves the right to increase the price of the Services, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Services to the Supplier that is due to:
6.8.1. any factor beyond the control of Anglian Dental (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
6.8.2. any request by the Customer to change the delivery date(s) and attendance by the representative to a time outside of Normal Working Hours; or
6.8.3. any delay caused by any instructions of the Customer in respect of the Services or failure of the Customer to give Anglian Dental adequate or accurate information or instructions in respect of the Equipment fault.
6.9. The Customer shall, within 30 days after the receipt of an invoice from Anglian Dental, reimburse Anglian Dental for all additional charges which are not included in the Rapport 1 or Rapport 2 Services, together with any extraordinary travelling, accommodation and other expenses reasonably incurred by any representatives of Anglian Dental in connection with the performance by Anglian Dental of its obligations under this agreement.
6.10. All charges and other sums payable by the Customer under this agreement are exclusive of any applicable value added tax, which shall be additionally payable by the Customer together with the charge or the sum in question.
6.11. If the Customer fails to pay on the due date any amount which is payable to Anglian Dental pursuant to this agreement then, without limiting clauses 10.2 and 10.3, that amount shall bear interest from the due date until payment is made to Anglian Dental (both before and after any judgment) at 4 per cent per annum over the Bank of England base rate from time to time.
7. Warranties
Any parts warranties shall be as per the manufacturer’s terms. This excludes perishable items such as hoses, filters, seals, service kits, covers, etc. For more information regarding your manufacturer’s parts warranties, please contact us. The labour supplied during an annual service visit shall be warranted for 90 days. In the event of equipment failure directly due to a service visit (parts or labour), replacement and correction shall not be charged.
If there is a breakdown or fault occurrence following a call out or repair visit, there shall be a 90-day warranty period. Anglian Dental may charge to repair the issue if the fault occurs after the 90-day warranty period or if the cause is a fundamentally different cause to the previous call out.
Where the fault occurs within 90 days of the previous call out and the issue is due to faulty workmanship, then Anglian Dental are obliged to complete the following call out at no cost.
8. Liability
Anglian Dental shall have no liability to the Customer for loss of profit or any indirect, special or consequential Loss of the Customer arising out of or in connection with the provision of any goods or services or any delay in providing or failure to provide any goods or services pursuant to this agreement (except in respect of death or personal injury resulting from negligence) and the total Liability of Anglian Dental for any Loss of the Customer so arising in any year of this agreement in respect of any one event or series of connected events shall not exceed the standard charges payable to the Customer for the Services for that year.
9. Force majeure
9.1. If either party is affected by Force Majeure it shall promptly notify the other party of the nature and extent of the circumstances in question.
9.2. Neither party shall be deemed to be in breach of this agreement, or otherwise be liable to the other, for any delay in performance or the non-performance of any of its obligations under this agreement, to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly.
10. Duration, renewals and termination
10.1. This Agreement shall come into force on the 1st day of the month following the date of this agreement, unless otherwise agreed and, subject to clauses 9.1 and 9.2, shall continue in force for an initial period of 12 months from that date and thereafter shall be automatically renewed for further periods of 12 months unless or until terminated by either party giving to the other at any time not less than 1 months’ prior written notice of termination expiring at the end of the initial period or at the end of any subsequent consecutive period of 12 months.
10.2. Anglian Dental shall be entitled to terminate this Agreement:
10.2.1. in the circumstances and to the extent referred to in clause 4.3; and
10.2.2. forthwith by giving written notice to the Customer if any sum payable under this Agreement is not paid on the due date.
10.3. Either party may forthwith terminate this agreement by giving Written notice to the other if:
10.3.1. the other commits any continuing or material breach of any of the provisions of this agreement and, if a breach is capable of remedy, fails to remedy the breach within 30 days after receipt of a Written notice giving full particulars of the breach and requiring it to be remedied;
10.3.2. an encumbrancer takes possession, or a receiver is appointed over any of the property or assets of the other;
10.3.3. the other makes any composition or voluntary arrangements with its creditors or enters into administration, or a moratorium comes into force in respect of the other (within the meaning of the Insolvency Act 1986);
10.3.4. the other goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and in such manner that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on the other under this agreement); or
10.3.5. the other ceases, or threatens to cease, to carry on business.
10.4. A waiver by either party of a breach of this agreement shall not be considered as a waiver of a subsequent breach of the same or any other provision.
11. Nature of agreement
11.1. Subject to the Customer’s consent (which shall not be unreasonably withheld) Anglian Dental may carry out its obligations under this agreement through any manufacturers, suppliers, agents or sub-contractors appointed by it in its absolute discretion for that purpose.
11.2. Except as provided in Clause 11.1, this agreement is personal to the parties, and neither or them may, without the Written consent of the other, assign, mortgage, charge (otherwise than by floating charge) or dispose of any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations under this agreement.
11.3. This agreement and its schedules, together with the Equipment Inventory and the Quotation Document contains the entire agreement between the parties with respect to its subject matter, supersedes all previous agreements and understandings between the parties, and may not be modified except by an instrument in Writing signed by the duly authorised representatives of the parties.
11.4. Each party acknowledges that, in entering into this agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this agreement, and accordingly all conditions, warranties or other terms implied by statue or common law are excluded to the fullest extent permitted by law, but nothing in this agreement shall affect the liability of either party for fraudulent misrepresentation.
11.5. If any provision of this agreement is held by any court or other competent authority to be void or unenforceable in whole or part, the other provisions of this agreement and the remainder of the affected provisions shall continue to be valid.
11.6. This agreement shall be governed by and construed in all respects in accordance with the laws of England, and the Customer agrees to submit to the exclusive jurisdiction of the English courts.
11.7. Anglian Dental has the right to vary these terms and conditions from time to time on giving the Customer at least seven (7) days’ notice in writing.
12. Notices and service
12.1. A notice or other information required or authorised by this agreement to be given by either party to the other may be given by hand or sent by first class pre-paid post, facsimile transmission or electronic mail to the other party at the address provided.
12.2. A notice or other information given by post under clause 11.1 which is not returned to the sender as undelivered shall be deemed to have been given on the second day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, and sent by first class, per-paid post, and that it has not been so returned to the sender, shall be sufficient evidence that such notice or information has been duly given.
12.3. A notice or other information sent by facsimile transmission or electronic mail shall be deemed to have been duly sent on the date of transmission.
Schedule 1
Response times
| Rapport™ 1 | Rapport™ 2 | |
| Response Time | 4 hours | Next working day |
The response times listed in the table above shall commence from the time of receipt of the call out request to emergency situations. Anglian Dental treats every call out on its merits and shall use reasonable endeavours to attend as soon as reasonably practicable and at times convenient for both parties.
The above response times are not guarantees but are operational targets.
If the Customer reports a defect in or malfunction of the Equipment after Normal Working Hours on any day, then unless Anglian Dental expressly agrees otherwise, the report shall be deemed to be made at the beginning of Normal Working Hours (08:30am – 17:00 weekdays other than public holidays) on the next Working Day.
