Unless otherwise defined, the definitions and provisions in respect of interpretation set out in Schedule 1 will apply to these Terms & Conditions of Sale.
2.1 Your compliance: You agree to comply with any and all the guidelines, notices, operating rules and policies and instructions pertaining to the purchase of Products through the Platform, as well as any amendments to the aforementioned, issued by DENTISTREE from time to time. DENTISTREE reserves the right to revise these guidelines, notices, operating rules and policies and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Platform.
Products sold to you by DENTISTREE will be governed by these Terms and Conditions of Sale.
2.3 Product description: While DENTISTREE endeavors to provide an accurate description of the Products, DENTISTREE does not warrant that such description is accurate, current or free from error. In the event that the Product you receive is of a fundamentally different nature from the Product as described on the Platform and which you have ordered, Clause 6 of these Terms & Conditions of Sale shall apply.
2.4 Placing your Order: You may place an Order by completing the Order form on the Platform and clicking on the “Submit Order button. DENTISTREE will not accept Orders placed in any other manner. You shall be responsible for ensuring the accuracy of the Order.
2.5 DENTISTREE’s reservation of rights in respect of Orders: All Orders shall be subject to DENTISTREE’s acceptance in its sole discretion and each Order accepted by DENTISTREE.
2.6 Termination by DENTISTREE in the event of pricing error: DENTISTREE reserves the right to terminate the sale, in the event that a Product has been mispriced on the Platform, in which event DENTISTREE shall notify you of such cancellation by giving three days’ notice. DENTISTREE shall have such right to terminate such sale whether or not Products have been dispatched or are in transit and whether payment has been charged to you. Upon termination of the sale under this clause, DENTISTREE shall refund the payment charged to you for the Product.
2.7 Customer’s acknowledgement: You acknowledge and warrant that you have not relied on any term, condition, warranty, undertaking, inducement or representation made by or on behalf of DENTISTREE which has not been stated expressly in these Terms of Conditions of Sale or upon any descriptions or illustrations or specifications contained in any document including any catalogues or publicity material produced by DENTISTREE.
2.8 No representations or warranties: Without prejudice to the generality of the foregoing Clause 2.9 and to the extent allowed under Philippine law:
2.8.1 no condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the Products supplied or that they will be suitable for any particular purpose or use under any specific conditions;
2.8.2 any actions arising from the breach of any warranty or representation, or any right to damages, whether express or implied, shall be extinguished if an action is not brought against DENTISTREE within six months from the date of delivery, or from the scheduled delivery of the Product.
2.8.3 DENTISTREE shall not be liable for any indirect, incidental, special, consequential or exemplary damages.
2.8.4 To the extent allowed under Philippine law, DENTISTREE shall be under no liability whatsoever in respect of any defect in the Products arising after the expiry of the applicable Product Warranty, service period, or duration of effectivity, if any.
2.11 Intellectual Property:
2.11.1 Unless the prior written consent of DENTISTREE has been obtained, the Customer shall not remove or alter the trade marks, logos, copyright notices, serial numbers, labels, tags or other identifying marks, symbols or legends affixed to any Products.
2.11.2 Where software applications, drivers or other computer programmes and/or all other design details, technical handbooks or manuals, drawing or other data (all collectively referred to as “Product Materials”) are supplied to the Customer by DENTISTEE in connection with the Order, the use and retention of the Product Materials are subject to the terms and conditions of license or use (such as end-user licenses, restrictions or conditions of use) as may be prescribed by DENTISTREE or its licensors and must not be used other than strictly in accordance with such terms and conditions.
2.11.3 The Customer agrees and acknowledges that the Product Materials shall remain the property of DENTISTREE or its licensors. The Customer further agrees that any and all Intellectual Property embodied in or relating to the Product Materials shall remain the sole and exclusive property of DENTISTREE or its licensors. Unless otherwise expressly provided in the Order or the prior written consent of DENTISTREE has been obtained, the Customer undertakes to return the Product Materials and/or any copies thereof upon DENTISTREE’s request.
3.1 Address: Delivery of the Products shall be made to the address you specify in your Order. You also agree to enter your contact information to help ensure delivery.
3.2 Shipping & packing charges: Shipping and packing charges shall be as set out in the Order.
3.3 Delivery timeframe: You acknowledge that delivery of the Products is subject to availability of the Products. DENTISTREE will make every reasonable effort to deliver the Product to you within the delivery timeframe stated on the relevant page on which the Product is listed, but you acknowledge that while stock information on the Platform is updated regularly, it is possible that in some instances a Product may become unavailable between updates. All delivery timeframes given are estimates only and delays can occur. If the delivery of your Product is delayed DENTISTREE will inform you accordingly via e-mail and your Product will be dispatched as soon as it becomes available. The time for delivery shall not be of the essence, and DENTISTREE (nor any of its agents) shall not be liable for any delay in delivery whatsoever caused.
3.5 Deemed receipt: In the event you do not receive the Product by the projected delivery date and provided that you inform DENTISTREE within 3 days immediately from such projected delivery date, DENTISTREE will try, to the best of DENTISTREE’s ability, to locate and deliver the Product. If DENTISTREE does not hear from you within 3 days from such projected delivery date, you shall be deemed to have received the Product subject to your rights under Philippine law.
3.6 Customer’s failure to take delivery: If the Customer fails to take delivery of the Products (other than by reason of any cause beyond the Customer's reasonable control) then without prejudice to any other right or remedy available to DENTISTREE, DENTISTREE may terminate the sale.
4.1 Listing Price: The price of the Products payable by a Customer shall be the Listing Price at the time at which the Order placed by the Customer is transmitted to DENTISTREE (through the Platform).
4.2 Taxes: All Listing Prices are subject to taxes, unless otherwise stated. DENTISTREE reserves the right to amend the Listing Prices at any time without giving any reason or prior notice.
5.1 General: You may pay for the Product using any of the payment methods prescribed by DENTISTREE from time to time. When you place an Order, actual payment will be only charged upon DENTISTREE’s acceptance of your Order. All payments shall be made to DENTISTREE.
5.2 Additional terms: The payment methods may be subject to additional terms as prescribed by DENTISTREE from time to time.
5.3 Payment methods: You agree that you are subject to the applicable user agreement of your payment method. You may not claim against DENTISTREE for any failure, disruption or error in connection with your chosen payment method. DENTISTREE reserves the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason.
5.4 Invoicing: DENTISTREE may invoice you upon the due date of any payment.
5.5 Failure to pay: If the Customer fails to make any payment pursuant to the terms and conditions of the payment method elected or payment is cancelled for any reason whatsoever, then without prejudice to any other right or remedy available to DENTISTREE, DENTISTREE shall be entitled to cancel the sale or suspend delivery of the Products until payment is made in full.
5.6 Refund of Payment:
5.6.1 All refunds shall be subject to DENTISTREE’s approval, and shall be made via cash or check payment at DENTISTREE’s office.
5.6.2 We offer no guarantee of any nature for the timeliness of the refunds.
5.6.4All refunds are conditional upon our acceptance of a valid return of the Product.
5.6.5 We reserve the right to modify the mechanism of processing refunds at any time without notice.
6.1 Return Policy: All returns must be done in accordance with the instructions set out in the Return Policy here. DENTISTREE is not obliged to agree to any return unless all such instructions are followed to DENTISTREE’s satisfaction. Should DENTISTREE agree to the return, DENTISTREE will deliver the replacement Product to your specified address.
6.2 Permitted returns: Subject to Clause 6.1, within 14 days for items covered under Satisfaction Guaranteed, and 7 days for items covered under 100% Buyer Protection, from the date of delivery of the Product, you may return a Product when you:
6.2.1 receive a product that is fundamentally different in nature from the Product specified online during the sales transaction;
6.2.2 receive a faulty or damaged Product;
6.2.3 receive a product that is not as advertised on the platform;
6.2.4 wrong item is delivered;
6.2.5 receive a product that has missing parts/items; or
6.2.6 receive a product that does not fit.
6.3 Repair, replacement or price reduction: As an alternative to returning faulty or damaged Products under Clause 6.2, a Customer may request for a repair or replacement of such Products. Such request shall be irrevocable upon notification of the request to DENTISTREE and the Customer may not later elect for a return under Clause 6.2. Where the Products have not been repaired or replaced within a reasonable time, DENTISTREE may, at its sole discretion, grant to the Customer a reduction of the price in proportion to the reduced value of the Products, provided that under no circumstance shall such reduction exceed 15 per cent. (15%) of the price of the affected Products. Upon repair, replacement or price reduction being made as aforesaid, the Customer shall have no further claim against DENTISTREE.
6.4 Replacement Products: When DENTISTREE has provided replacement Products or given the Customer a refund, the non-conforming Products or parts thereof shall become DENTISTREE’s property and upon request such Products or parts thereof should be shipped back to DENTISTREE.
6.5 Risk of damage or loss: Risk of damage to or loss of the Products shall pass to the Customer at the time of delivery, or if the Customer wrongfully fails to take delivery of the Products, the time when DENTISTREE has tendered delivery of the Products.
6.6 In cases where the customer refuses to take possession of the product without sufficient cause or justification, or returns the item without sufficient cause or justification, as provided under Clause 6, DENTISTREE will safely keep the item for a period of fifteen (15) days, reckoned from the date DENTISTREE receives the product from customer. After the lapse of such period, the product or item is deemed abandoned by customer, and DENTISTREE may dispose of the product or item. Notwithstanding the foregoing, DENTISTREE will use its best efforts to return the product to the Customer within the time frame provided.
If you have any questions or complaints, please contact DENTISTREE using the “Contact Us” page on the Platform.
8.1 Cancellation by you: You may cancel the sale before DENTISTREE dispatches the Products under such sale by written notice to DENTISTREE at ”Contact Us” page on the Platform, subject to Clause 2.5. If the Products have already been dispatched, you may not cancel the sale but may only return the Products in accordance with Clause 6.
8.2 Cancellation by DENTISTREE: Without prejudice to any other right of termination elsewhere in these Terms & Conditions of Sale, DENTISTREE may stop any Products in transit, suspend further deliveries to the Customer and/or terminate the sale with immediate effect by written notice to the Customer on or at any time after the occurrence of any of the following events:
8.2.1 the Products under the concerned sales transaction being unavailable for any reason;
8.2.2 the Customer being in breach of an obligation as stated in these terms and conditions of sale;
8.2.3 the Customer passing a resolution for its winding up or a court of competent jurisdiction making an order for the Customer’s winding up or dissolution;
8.2.4 the making of an administration order in relation to the Customer or the appointment of a receiver over or an encumbrancer taking possession of or selling any of the Customer’s assets; or
8.2.5 the Customer making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors.
9.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery or if the Customer wrongfully fails to take delivery of the Goods, the time when DENTISTREE has tendered delivery of the Goods.
9.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions the property in the Goods shall not pass to the Customer until DENTISTREE has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by DENTISTREE to the Customer for which payment is then due.
9.3 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as DENTISTREE's fiduciary agent and bailee and shall keep the Goods separate from those of the Customer.
9.4 The Customer agrees with DENTISTREE that the Customer shall immediately notify DENTISTREE of any matter from time to time affecting DENTISTREE’s title to the Goods and the Customer shall provide DENTISTREE with any in-formation relating to the Goods as DENTISTREE may require from time to time.
9.5 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) DENTISTREE shall be entitled at any time to demand the Customer to deliver up the Goods to DENTISTREE and in the event of non-compliance DENTISTREE reserves it’s right to take legal action against the Customer for the delivery up the Goods and also reserves its right to seek damages and all other costs including but not limited to legal fees against the Customer.
9.6 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of DENTISTREE but if the Customer does so all moneys owing by the Customer to DENTISTREE shall (without prejudice to any other right or remedy of DENTISTREE) forthwith become due and payable.
9.7 If the provisions in this Condition 9 are not effective according to the law of the country in which the Goods are located, the legal concept closest in nature to retention of title in that country shall be deemed to apply mutatis mutandis to give effect to the underlying intent expressed in this condition, and the Customer shall take all steps necessary to give effect to the same.
9.8 The Customer shall indemnify DENTISTREE, all of its respective officers, employees, directors, agents and contractors against all loss damages costs expenses and legal fees incurred by the Customer in connection with the assertion and enforcement of DENTISTREE's rights under this condition.
10.1 Sole remedies of customer: The remedies set out in Clause 6 are the Customer’s sole and exclusive remedies for non-conformity of or defects in the products.
10.2 Maximum Liability: Notwithstanding any other provision of these terms & conditions of sale, DENTISTREE’s maximum cumulative liability to you or to any other party for all losses under, arising out of or relating to the sale of products, will not exceed the sums that you have paid to DENTISTREE as stated/indicated in your online transaction for such a sale;
10.3 Exclusion of liability: DENTISTREE indemnitees shall not be liable to you for any losses whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly in connection with: (i) amounts due from other users of the platform in connection with the purchase of any product; (ii) the sale of the products to you, or its use or resale by you; and (iii) any defect arising from fair wear and tear, wilful damage, misuse, negligence, accident, abnormal storage and or working conditions, alteration or modification of the products or failure to comply with DENTISTREE’s instructions on the use of the products (whether oral or written).
11.1 References to “DENTISTREE”: References to “DENTISTREE” in these Terms and Conditions of Sale apply both to DENTISTREE’s actions on its own behalf as Seller and/or as the operator of the Platform or as the agent of Company Partners as Sellers.
11.2 Right to subcontract: Company Partners shall be entitled to delegate and/or subcontract any rights or obligations under these Terms & Conditions of Sale to DENTISTREE or any of DENTISTREE’s designated service providers, subcontractors and/or agents.
11.3 Cumulative rights and remedies: Unless otherwise provided under these Terms & Conditions of Sale, the provisions of these Terms & Conditions of Sale and DENTISTREE’s rights and remedies under these Terms & Conditions of Sale are cumulative and are without prejudice and in addition to any rights or remedies DENTISTREE may have in law or in equity, and no exercise by DENTISTREE of any one right or remedy under these Terms & Conditions of Sale, or at law or in equity, shall (save to the extent, if any, provided expressly in these Terms & Conditions of Sale or at law or in equity) operate so as to hinder or prevent DENTISTREE’s exercise of any other such right or remedy as at law or in equity.
11.4 Warranties: The implied warranty under the New Civil Code of the Philippines against hidden defects and the rights of a consumer under Title III, Chapter III of the Consumer Act of the Philippines shall apply.
11.5 No waiver: DENTISTREE’s failure to enforce these Terms & Conditions of Sale shall not constitute a waiver of these terms, and such failure shall not affect the right later to enforce these Terms & Conditions of Sale. DENTISTREE would still be entitled to use its rights and remedies in any other situation where you breach these Terms & Conditions of Sale.
11.6 Severability: If at any time any provision of these Terms & Conditions of Sale shall be or shall become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable provision was severed from these Terms & Conditions of Sale.
11.7 Rights of third parties: A person or entity who is not a party to these Terms & Conditions of Sale shall have no right under any legislation in any jurisdiction to enforce any term of these Terms & Conditions of Sale, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause shall affect the rights of any permitted assignee or transferee of these Terms & Conditions of Sale.
11.8 Governing law: These Terms & Conditions of Sale shall be governed by, and construed in accordance with the laws of Philippines and you hereby submit to the exclusive jurisdiction of the Courts of Quezon City in the Philippines.
11.9 Except as provided for in Clause 11.8, any dispute, controversy, or claim arising out of or relating to this terms and conditions, or the breach, termination or invalidity thereof shall be settled through arbitration under Republic Act 9285 or the Alternative Dispute Resolution Act of 2004. .
11.10 Injunctive relief: DENTISTREE may seek immediate injunctive relief if DENTISTREE makes a good faith determination that a breach or non-performance is such that a temporary restraining order or other immediate injunctive relief is the only appropriate or adequate remedy.
11.11 Amendments: DENTISTREE may by notice through the Platform or by such other method of notification as DENTISTREE may designate (which may include notification by way of e-mail), vary the terms and conditions of these Terms & Conditions of Sale, such variation to take effect on the date DENTISTREE specifies through the above means. If you use the Platform or the Services after such date, you are deemed to have accepted such variation. If you do not accept the variation, you must stop access or using the Platform and the Services and terminate these Terms & Conditions of Sale. DENTISTREE’s right to vary these Terms & Conditions of Sale in the manner aforesaid will be exercised (either via the Portal or such other means as DENTISTREE prescribes) if necessary and subject to the foregoing, may be exercised without the consent of any person or entity who is not a party to these Terms & Conditions of Sale. The version of Terms & Conditions of Sale applicable to any particular Order is the latest version in force.
11.12 Correction of errors: Any typographical, clerical or other error or omission in any acceptance, invoice or other document on DENTISTEE’s part shall be subject to correction without any liability on DENTISTREE’s part.
11.13 Currency: Money references under these Terms & Conditions of Sale shall be in Philippines Pesos.
11.14 Language: In the event that these Terms & Conditions of Sale is executed or translated in any language other than English (“Foreign Language Version”), the English language version of these Terms & Conditions of Sale shall govern and shall take precedence over the Foreign Language Version.
11.15 Entire agreement: These Terms & Conditions of Sale shall constitute the entire agreement between you and DENTISTREE relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements with respect to the subject matter hereof.
11.16 Binding and conclusive: You acknowledge and agree that any records (including records of any telephone conversations relating to the Services, if any) maintained by DENTISTREE or its service providers relating to or in connection with the Platform and Services shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between DENTISTREE and you. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object.
11.17 Subcontracting and delegation: DENTISTREE reserves the right to delegate or subcontract the performance of any of its functions in connection with the performance of its obligations under these Terms & Conditions of Sale and reserves the right to use any service providers, subcontractors and/or agents on such terms as DENTISTREE deems appropriate.
11.18 Assignment: You may not assign your rights under these Terms & Conditions of Sale without DENTISTREE’s prior written consent. DENTISTREE may assign its rights under these Terms & Conditions of Sale to any third party.
11.19 Force Majeure: Neither DENTISTREE nor any of its Company Partners shall be liable for non-performance, error, interruption or delay in the performance of its obligations under these Terms & Conditions of Sale (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the Platform's and/or Services’ contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond DENTISTREE’s or Company Partner’s reasonable control.
Definitions and Interpretation
1.1 “Business Day” means a day (excluding Saturdays and Sundays) on which banks generally are open for business in Philippines.
1.2 “Customer” means an authorised user of the Platform and/or the Services.
1.3 “Intellectual Property” means all copyright, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.
1.4 “DENTISTREE Indemnitees” means DENTISTREE, its Company Partners, its affiliates and all of its respective officers, employees, directors, agents, contractors and assigns.
1.5 “DENTISTREE” refers to DENTISTREE DENTAL STORE, a sole proprietorship business duly registered with the Department of Trade and Industry pursuant to the laws of Philippines under Certificate No. 02177818 and having its registered address at Rm. 201, Philippine College of Surgeons Bldg., 992 EDSA, Quezon City, Philippines.
1.6 “Listing Price” means the price of Products listed for sale to Customers, as stated on the Platform.
1.7 “Losses” means all losses, settlement sums, costs (including legal fees and expenses on a solicitor-client basis), charges, expenses, actions, proceedings, claims, demands and other liabilities, whether foreseeable or not.
1.8 “Order” means your order for Products sent through the Platform in accordance with the Terms & Conditions of Sale.
1.9 “Password” refers to the valid password that a Customer who has an account with DENTISTREE may use in conjunction with the Username to access the relevant Platform and/or Services.
1.10 “Personal Data” means data, whether true or not, that can be used to identify, contact or locate you. Personal Data can include your name, e-mail address, billing address, shipping address, phone number and credit card information.
1.11 “Platform” means (a) both the web and mobile versions of the website operated and/or owned by DENTISTREE which is presently located at the following URL: www.dentistree.com; and (b) the mobile applications made available from time to time by DENTISTREE, including the iOS and Android versions.
1.12 “Product” means a product (including any installment of the product or any parts thereof) available for sale to Customers on the Platform.
1.13 “Product Warranty” means the warranty provided for a product sold on the platform.
1.14 “Return Policy” means the return policy set out here.
1.15 “Company Partner” means a company selling their products in the Philippines through DENTISTREE as their distributor, and thus uses the Platform and/or Services to sell Products to Customers of DENTISTREE.
1.16 “Services” means services, information and functions made available by DENTISTREE at the Platform.
1.17 “Terms & Conditions of Sale” means Clauses 1 to 11 and any Schedules to these terms and conditions.
1.19 “Trademarks” means the trademarks, service marks, trade names and logos used and displayed on the Platform, including the DENTISTREE trademark and logo, which is the property of DENTISTREE DENTAL STORE.
1.20 “Username” refers to the unique login identification name or code which identifies a Customer who has an online account with DENTISTREE.
1.21 “you” and “your” refer to the individuals over the age of 18, and a license practitioner of dentistry in the Philippines.
2. Interpretation: Any reference in these Terms & Conditions of Sale to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. In these Terms & Conditions of Sale, whenever the words “include”, “includes” or “including” are used, they will be deemed to be followed by the words “without limitation”. Unless expressly indicated otherwise, all references to a number of days mean calendar days, and the words “month” or “monthly” as well as all references to a number of months means calendar months. Clause headings are inserted for convenience only and shall not affect the interpretation of these Terms & Conditions of Sale. In the event of a conflict or inconsistency between any two or more provisions under these Terms & Conditions of Sale, whether such provisions are contained in the same or different documents, such conflict or inconsistency shall be resolved in favour of DENTISTREE and the provision which is more favourable to DENTISTREE shall prevail.