Generic. Sale and delivery of dentognostics GmbH
I. Application of the conditions
deliveries, services and offers of the Seller are subject to these Terms and Conditions. They also apply to all future business, even if they are not explicitly agreed again. Latest with the receipt of the goods or the performance of these conditions shall be deemed accepted. Confirmations of the customer with reference to his own terms and conditions are hereby rejected. II. Offers and Contracts
- Offers of the supplier are not binding unless it is clear from the order confirmation otherwise. Acceptance and all orders need to be effective only upon written confirmation of the supplier or equivalent.
- Drawings, illustrations, dimensions and weights are only binding if expressly agreed in writing.
III. Delivery Times, delay
- Adherence to agreed delivery times, requires the timely receipt of all documents to be supplied by the Purchaser, necessary permits and approvals, especially of plans, as well as compliance with the agreed payment by the purchaser. If these conditions are not met on time, such time shall be extended accordingly; this shall not apply if the supplier is responsible for the delay.
- The delivery period shall be extended if the non-compliance due to force majeure such as mobilization, war, riot or measures in the context of labor disputes such as strikes or lockouts, or the occurrence of other unforeseen events that are beyond the control of the supplier, is due. The above-mentioned circumstances are also not responsible for the supplier if they occur during an already existing delay.
- Partial deliveries are permitted within the agreed delivery time, inasmuch as disadvantages for use result from it.
- The supplier will only be in default if performance is due and an express written reminder has been issued, unless it is agreed that a specific calendar period for performance.
- If the supplier is in default, the purchaser may – if he proves that he suffers loss or damage is incurred – compensation for each completed week of delay in the amount of 0.5%, a maximum of 5% of the price of the part of delivery demand that can not be put to the intended result of the delay.
- Compensation claims of the customer, which go beyond the limits referred to in Nos. 5, are in all cases of delayed delivery, even after expiry of a grace period for which the Purchaser excluded. This does not apply if, in cases of intent or gross negligence or injury to life, limb or health, liability is mandatory. A change in the burden of proof to the detriment of the Purchaser is not involved. The statutory right of withdrawal of the customer shall remain unaffected.
- The contract by the Purchaser may only rescind under the statutory provisions if the delay to be taken by the supplier.
- The customer is obliged to request the Supplier to explain within a reasonable period of time whether he withdraws from the contract, seeking damages in lieu of performance or adhere to the agreement.
IV. Scope of delivery
- The scope of delivery is determined by the written confirmation of the supplier.
- Structural or design modifications, which are due to technology improvements or required by law shall remain reserved during the delivery period, provided that the delivered item is not substantially changed and the changes are reasonable for the customer.
V. Cancellation costs
If the Buyer unjustifiably an order on back, the Supplier may, without prejudice to the possibility of making a higher actual damages, demand 15% of the sales price for costs incurred in processing the order and for lost profits. The purchaser has the right to prove that damage has not occurred or at a lower level.
VI. Packaging and shipping
containers are the property of the purchaser. Shipping and packing charges are up to an invoice in the amount of EUR 2,500 – net invoiced separately. The method of shipment at our discretion.
VII. Acceptance and Transfer of Risk
- The purchaser is obliged to accept the delivery item. If the purchaser with the acceptance of the purchase object for more than fourteen days from receipt of the notification of intent or gross negligence in arrears, the supplier is after a grace period of further fourteen days right to withdraw from the contract and claim damages + instead of performance. Grant an extension is not required if the customer acceptance seriously and finally refuses or is obviously within that time for payment of the purchase price is not capable or if there are other circumstances which justify the immediate assertion of damages or rescission under consideration of the mutual interests ,
- When sending the goods delivered, other than within the context of a sale of consumer goods, the risk passes to the buyer as soon as the supplier has delivered the item to the forwarder, carrier or otherwise to execute the dispatch specific person or institution.
In addition, the risk passes to the acceptance of the delivered goods transferred to the buyer. The customer declares that he will not accept the delivery item, the risk of accidental loss or accidental deterioration of the delivery item at the time of the refusal to the purchaser on.
VIII. Prices subject to change
- Price changes are permitted, if the period between contract and the agreed delivery date is more than four months. Increasing thereafter until the completion of the delivery costs, material costs, market related cost prices, the supplier is entitled to increase the price appropriately according to the cost increases. The customer is only entitled to rescind the contract if the price increase exceeds the increase in the general cost of living between order and delivery significantly.
- If the customer is an entrepreneur, a legal entity under public law or a public sector fund, price changes mentioned rule are allowed if there are more than six weeks between the contract and the agreed delivery date.
for defects The supplier is liable as follows:
- All parts or services, within the limitation period – regardless of the operating time – have a defect are reasonable discretion, repaired discretion of the supplier to deliver new or newly rendered, provided that the defect existed at the time of transfer of risk.
- The Supplier shall first be given an opportunity to remedy within a reasonable period, with the Supplier shall be entitled two attempts. Will refuses him, he shall be exempt from liability. If the remedy fails, the customer – regardless of any compensation claims – withdraw from the contract or reduce the payment.
- Warranty claims shall expire twelve months. The period begins with the transfer of risk. Unless the law pursuant to §§ 438 para. 1, no. 2 (buildings), 475 para. 2 (Consumer Sales), 478, 479 (recourse) and § 634a (building defects) BGB prescribe longer periods, they will apply.
- In contracts between businesses, the Purchaser shall notify the Supplier of any defects immediately in writing. In other circumstances Contract obvious defects within 2 weeks after delivery must be reported.
- At Complaints Customer payments may be withheld in an amount that is proportionate to the defects. If the complaint is unjustified, the Supplier shall be entitled to demand from the customer for the expenses incurred.
- The warranty does not include minor deviation from the agreed quality and of only minor impairment of usefulness, unless there is a prior sale of consumer goods.
- Regardless of that warranty claims not natural wear or damage. After transfer of risk from faulty or negligent handling, excessive strain, unsuitable equipment or due to special external influences which are not assumed under the contract, or from non-reproducible software errors Be made by the purchaser or third parties make improper alterations or repairs to exist for these and the resulting consequences likewise excluded.
- Claims of the Purchaser shall have to remedy the defect, in particular transport, travel, labor and material costs are excluded if the expenses increase because the item is delivered to a location other than has been brought to the place of delivery , unless the transfer corresponds to its contractual use.
- Rights of recourse against the supplier is limited to cases where the Purchaser has taken with its customers exceeding the statutory warranty claims agreements.
- Claims for damages shall otherwise no. XIII (Other claims for damages).
- Further or other than the above-regulated claims against the Supplier or its agents due to a defect are excluded.
X. Retention of title
- The delivery items (reserved goods) remain the property of the Supplier until each and every claim against the Purchaser arising from the business relationship claim under the sale of consumer goods entitled to the fulfillment of the Supplier against the Purchaser to the specific business requirements.
- If the realizable value of the security, the interests of the Supplier, the amount of all secured claims exceed by more than 10%, the Supplier shall, upon request of the purchaser a corresponding part of the security interest.
- During the retention of title, the Purchaser may not pledge or transfer of ownership prohibited and resale only resellers in the ordinary course of business and only on condition allows the reseller from its customer receives payment or the reservation that the ownership to the customer is only if he has fulfilled his obligation to pay.
- Any working or processing performed in our name for the Supplier, without the Supplier or incurring obligation arises. When processing and combination of the reserved goods with other goods not belonging to the Supplier, the Supplier shall have the co-ownership of the new item in the ratio of the invoice value of the other processed goods at the time of processing, combining or mixing. If the purchaser acquires sole ownership of the new product, the parties agree that the Purchaser to the Supplier gives a title to the new item in the ratio of the invoice value of the processed, combined or mixed wares and bailee without compensation for the supplier ,
- If third parties seizure, confiscation or other orders or interference, the Purchaser shall notify the Supplier immediately.
- In breach of duty of the purchaser, in particular delayed payment, the supplier is entitled to withdrawal and withdrawal, the customer is obliged to surrender. The taking back or the assertion of title does not require termination of the customer. These actions or the seizure of the goods by the Seller no cancellation of the contract, unless the Supplier so expressly declares.
However, where the buyer resells the reserved goods, he assigns to the Supplier all claims in the amount agreed between the Supplier and the Buyer the purchase price (including VAT) incurred by the purchaser from the resale, regardless of whether the delivery items without be resold or after processing. To collect the receivable, the buyer is entitled even after the assignment. The authority of the supplier to collect the claims itself remains unaffected, but the supplier undertakes not to collect the debts as long as the customer meets his payment obligations and is not in default of payment. If this is the case, the Supplier may require that the purchaser of the assigned claims and their debtors, all information necessary for collection, hand over the related documents and inform the debtors (third parties) of the assignment.
XI. Impossibility, contract adjustment
- As far as delivery is impossible, the customer is entitled to claim damages, unless the Supplier is not responsible for the impossibility. However, the claim for damages is limited to 10% of the value of that part of the delivery that can not be put into proper operation due to impossibility. This limitation shall not apply to liability in cases of intent or gross negligence or bodily injury. A change in the burden of proof to the detriment of the Purchaser is not connected with this regulation. The customer’s right to withdraw from the contract remains unaffected, even if the purchaser an extension of the delivery period was initially agreed. With only temporary impossibility no. III (Delivery Times, Delays) shall apply.
- Where unforeseeable events within the meaning of no. III Zif. 2 substantially change the economic importance or the content of the delivery or considerably affect the Supplier’s business, the contract shall be adapted appropriately in good faith. If this is not economically justifiable, the Supplier shall have the right to withdraw from the contract. If he wants to make use thereof, he shall immediately inform the customer is aware of the significance of the event.
XII. Industrial property rights and copyrights, Recycling Act
- An examination of whether violate the documents supplied by the purchaser (print templates, patterns, etc.) of third party rights, particularly copyrights and intellectual property rights rests solely with the purchaser. If the supplier is held liable for the infringement of such rights, the customer is obliged to compensate the damage suffered by each supplier.
- Does the supplier on behalf of the purchaser to sign the products under the Circular Economy Law (“Green Dot” or similar), Purchaser shall be deemed “in traffic bearer” and has thus dissipating the charges. If the customer violates provisions of the Circular Economy Law or the Packaging Ordinance and the supplier is therefore claimed, the purchaser shall the Supplier against all claims and shall compensate the Supplier for all damages and expenses.
- The fulfillment of all existing about after the Recycling Act and the Packaging Ordinance-back and recovery obligations sole responsibility of the purchaser.
- Unless otherwise agreed, the supplier is obliged to deliver only within the country of delivery free of industrial property rights and copyrights (hereinafter: property rights) to deliver. If a third party for infringement of property rights resulting from the supplier, contractually used deliveries against the customer makes legitimate claims, the supplier is liable within the in no. IX Zif. 2 specified period as follows:
- The Supplier shall at its discretion and expense for that power either a right to use, modify them so that the property right is not infringed or exchange. Is this the supplier is not possible under reasonable conditions, the Purchaser shall have the statutory rights of withdrawal or reduction.
- The obligations of the supplier mentioned above between entrepreneurs only if the customer the Supplier in writing without delay of the claims asserted by the third party, a violation is not acknowledged and remain the Supplier any protective measures and settlement negotiations.
- If the purchaser to use the delivery damage or for other important reasons, he is obliged to inform the third party that the use does not constitute acknowledgment of property right infringement.
- Claims are excluded, unless he himself is responsible for the infringement. Claims are further excluded if the infringement of property rights is caused by special specifications of the customer, by a not foreseeable by the Supplier change or the fact that the delivery has been modified by the customer or used together with products not provided by the supplier products.
- In other respects, No. IX -. Warranty.
XIII. Other claims for damages
- Damage claims of the customer, for whatever legal reason, including infringement of obligations under the contract or in tort, shall be excluded.
- This does not, unless mandatory liability, eg under the German Product Liability Act, in cases of intent or gross negligence, or at least negligent harm to life, limb or health, or breach of contract.
- The damages for breach of contract is limited to the typical, foreseeable damage, unless caused by intent or gross negligence or liability for personal injury or because of the assumption of a guarantee for the existence of properties.
- A change in the burden of proof to the detriment of the Purchaser is not connected with the above regulations.
XIV. Of Payment
- The purchase price and the charges for additional services shall be due on delivery of the delivery item for payment.
- Checks and bills of exchange shall only apply as payment after redemption. The exchange receipt is subject of prior written agreement. If bills of exchange, bank discount and collection fees will be charged. They are to be paid immediately in cash.
- Off rights of set off only if his counterclaims have been legally established, undisputed or recognized by the supplier.
- Because disputed counterclaims the purchaser not have recourse to, unless at the purchaser is it a consumer.
XV. Performance, Jurisdiction
- Fulfillment is Jena.
- For all disputes arising from the contractual relationship is when the buyer is an entrepreneur, a legal entity under public law or a public sector fund is to bring the action before the court having jurisdiction for the location of the supplier. The Supplier shall be entitled to sue at the domicile of the customer.
- Only German law excluding the laws on the international sale of goods, even if the customer is headquartered abroad.
- The transfer of rights and obligations of the Purchaser under the contract concluded with the Supplier shall be effective the written consent of the supplier.
- Should a provision be or become invalid, the validity of the other provisions shall remain unaffected.