General terms of supply

Scope

These terms describe the general basis on which GDH — Global Distribution Holdings buys stock from the brands it carries, and sells and delivers that stock to retailers, dental practices, clinics and laboratories. They are published so both sides can see the shape of the relationship before anything is signed. They are not a contract on their own, and they are not legal advice. Prices, volumes, lead times, payment periods, rebates and exclusivity are agreed in writing in each individual supply or purchase agreement, and where that agreement says something different, it prevails. These terms have not been reviewed by a lawyer. Treat them as a plain description of how we work, not as a guarantee of compliance.

How orders and purchase are agreed

Nothing is binding until it is confirmed in writing. For stock we buy, we issue a purchase order setting out product, quantity, price, delivery location and the requested delivery date. That order becomes binding when the supplier confirms it, or when goods are dispatched against it. For stock we sell, the order a chain, store or practice places with our commercial desk is an offer to buy, and our written confirmation accepts it. We may decline an order, or confirm part of it, where stock is short or an account sits outside its agreed credit terms. Quotations are indicative and open only for the period stated on them.

The stock we buy is ours

GDH is a distributor. We are not an agent, a courier or a third-party logistics provider. We buy stock, we pay for it, and from that point it is ours: it sits in our warehouses, on our books, and it is sold on in our own name and at our own risk. We do not invoice the brands we carry for listings, shelf space, delivery or field work, and we do not hold their stock on consignment unless an individual agreement says so in writing. Our margin is the difference between what we pay and what we sell for.

Delivery, acceptance, title and risk

We deliver to the address and within the window set out in the confirmed order. Each delivery travels with a delivery note listing what is in it. Signing that note confirms the units and packages received, not the condition of goods inside sealed packaging. Shortages, visible damage and wrong items should be noted on the delivery note at the time, or reported to us within [Acceptance period, in working days]. Hidden defects should be reported as soon as they are found. Risk in the goods passes to the buyer on delivery. Title passes on payment in full, unless the individual agreement sets a different point. Until then the buyer keeps the goods identifiable and insured.

Returns and recalls

Returns are agreed before goods travel back. We take back goods delivered in error, damaged in our care, or short-dated beyond the limit in the individual agreement. Saleable stock returned for any other reason is accepted at our discretion and may carry a handling charge. Goods must come back in their original packaging, quoting the return reference we issue. Recalls take priority over everything else. We hold batch and delivery records for the stock we distribute, so affected units can be traced to the stores and practices that received them, and we act on a brand’s written recall or withdrawal instruction without waiting for commercial questions to be settled.

Payment

Invoices are issued on or after delivery and are payable within the period set in the individual agreement — commonly [Agreed payment period, in days] days from the invoice date. Payment is by bank transfer to the account printed on the invoice. We never ask for payment to a different account by email, and any message that does should be checked with us by telephone before anything is paid. Overdue amounts carry statutory late-payment interest under Romanian law. We may hold further deliveries, or ask for payment in advance, while an account is overdue. Disputed items should be raised within [Invoice dispute period, in days] days; the undisputed balance stays payable.

Liability and force majeure

We answer for what we control: the stock we own, the deliveries we make and the records we keep. Our liability for any claim is limited to the value of the goods concerned, or to the cap written into the individual agreement. We do not accept liability for lost profit, lost sales, the loss of a listing, or other indirect or consequential loss. Nothing here limits liability that cannot be limited by law, including death or personal injury caused by negligence, fraud, and the rights consumer protection law gives an end buyer. Neither side is in breach for delay caused by events outside its reasonable control — flood, fire, strike, failure of utilities, a public authority’s decision. Obligations resume when the event ends.

Governing law, and who we are

These terms and each individual agreement are governed by Romanian law. Both sides will try to settle a dispute by talking first. Failing that, it goes to the competent court in [Judicial district of the competent court], Romania. If one clause turns out to be unenforceable, the rest stands. Our details: GDH — Global Distribution Holdings, Calea Lugojului nr 148, CTPark, 307200 Ghiroda, Romania. Company registration number [Company registration number]. VAT number [VAT number]. Represented by [Name of managing director]. For a question about these terms, or a copy of the current supply agreement, write to office@gdh-group.com or call +40 21 300 40 50.

General terms of supply.