The following terms and conditions apply exclusively to all contracts, deliveries, and services, including consulting services, provided by Dental Direkt GmbH, unless otherwise expressly agreed.
No deviating terms and conditions apply even if Dental Direkt GmbH has not expressly objected to the same or otherwise unconditionally provides the delivery or service despite being aware of the same.
These terms and conditions shall also apply to all future transactions,in the version valid at the time the parties enter into a contract for the same.
2. Offer and contract
All offers made by Dental Direkt GmbH are non-binding. Declarations of acceptance, order confirmations, agreements, as well as any amendments or addenda to the same are only binding if made by Dental Direkt GmbH in written form, including fax or email.
All prices are quoted ex-warehouse, uninsured, and excluding packaging.
If packaging is required, it will be manufactured according to the seller's best judgment and charged at cost.
The prices quoted do not include freight and applicable statutory value-added tax.
4. Payment terms
Payments are to be made by the deadlines specified. If no deadlines have been specified, the invoice is due upon delivery and invoicing:
If the client is in default of payment of an invoice or if circumstances become known after the contract is signed that place the client's creditworthiness in serious question, all outstanding balances shall become payable immediately, regardless of any previously granted payment terms.
For material reasons, Dental Direkt GmbH may at any time demand advance payment of its invoice before shipping an order. Such a material reason would include its becoming aware of a client's financial problems.
If the client has defaulted in making the payments due, Dental Direkt GmbH may at any time demand collateral before providing any further deliveries or services. If the client does not comply with this demand for collateral within a reasonable period, Dental Direkt GmbH may withdraw from the contract.
Any discounts granted are forfeited in the event of default in payment.
Clients may retain or offset payments only if the counterclaims are not in dispute, recognized, or court-ordered.
Acceptance of checks and bills of exchange is only conditional.
5. Retention of title
Dental Direkt GmbH retains ownership of the delivered goods until the purchase price has been paid in full.
In the case of goods purchased by the client for use in its trade, Direkt GmbH retains title until all outstanding and future claims against the client have been settled. This also applies to any balances carried forward from previous invoices and included in current account statements.
If the client is in breach of contract, especially in the event of default, Dental Direkt GmbH may repossess the goods previously delivered. The client agrees to surrender the same. Any repossession or liens placed on such goods by Dental Direkt GmbH only constitutes a withdrawal from the contract if expressly declared in writing and if legally permissible.
If a third party is given access to the goods to which Dental Direkt GmbH retains title, the client shall notify said third party of the same. Likewise, the client shall provide written notice of said access to Dental Direkt GmbH.
The client is entitled to process and sell said goods only in the ordinary course of its trade. The client hereby cedes to Dental Direkt GmbH any and all of its claims arising from the resale of such goods, whether further processed or not by the client, up to the total outstanding balance including VAT owed. The client is authorized to collect these claims on behalf of Dental Direkt GmbH. However, Dental Direkt GmbH may also collect said claims if the client is no longer meeting its payment obligations from the proceeds received, is in default of payment, has filed for bankruptcy, or has otherwise suspended its payments. Dental Direkt GmbH may demand the client provide all such information concerning the claims thus assigned and their debtors to allow for their collection, hand over the related documentation, and notify the debtors of this assignment.
If the goods are combined with other goods to which Dental Direkt GmbH does not hold title, a proportional ownership interest in the new good equal to the value of the good purchased from Dental Direkt GmbH (final invoiced amount, including VAT) shall be assigned to Dental Direkt GmbH.
Dental Direkt GmbH agrees to release liens of its choosing against goods purchased by the client at the latter's request once the realizable value of the securities exceeds the claims being secured by more than 10%.
6. Shipping and transfer of risk
Unless otherwise agreed, the route and means of dispatch are left to the choice of the seller. The place of performance shall be the seller's drop-shipper or warehouse. The risk passes to the client once the order is handed over to the shipping company, even if the seller has covered shipping costs or is making the delivery in its own vehicle.
Delivery periods and dates are not binding, unless otherwise expressly agreed.
Dental Direkt GmbH is not responsible for force majeure or other circumstances unavoidable for Dental Direkt GmbH, which make delivery or execution considerably more difficult or impossible, including difficulties in procuring materials, operational disruptions, strikes, lockouts, official orders, or a lack of personnel or means of transport, even if they occur at its suppliers or sub-suppliers or even if binding deadlines and dates had been agreed. The client will be immediately informed of the impediment in writing. Deadlines shall be extended for the duration of the hindrance plus an appropriate start-up period. If the client requests any changes or additions to the order, this, too, will result in a shift in the delivery period. The same applies if the client is in default with acceptance of delivery or the fulfillment of other obligations or duties. The rights of Dental Direkt GmbH remain unaffected.
The client may make a warranty claims only if the inspection and complaint obligations pursuant to §377 of the German Commercial Code (HGB) have been properly fulfilled.
If there is a defect, the client is entitled to a replacement or a repair, at the discretion of Dental Direkt GmbH. The client shall bear any expenses for said repair or replacement if delivery or repair is to a location other than the client's location, unless the transfer was inherent to their intended use.
If the repair or replacement fails, the client is entitled to ask for a reduction in the invoiced amount or may withdraw from the contract, provided that the service does not involve building construction work.
Dental Direkt GmbH accepts statutory liability for damages it, its legal representatives, or vicarious agents have caused with intention or gross negligence. Dental Direkt GmbH also accepts statutory liability for any injury to life, limb, or health it, its legal representatives, or vicarious agents have caused. Dental Direkt GmbH is also liable for any culpable breach of an essential contractual obligation. The damages in this instance are limited to the foreseeable, typically occurring damage.
If the client is entitled to a claim for damages instead of performance due to a negligent breach of duty, the claim is limited
The above limitation does not apply to the claims under the Product Liability Act. Unless otherwise agreed, all other liability is disclaimed.
The limitation period for claims for defects is 1 year from delivery/transfer of the goods to the client. This does not include claims for defects made by end consumers or claims for costs, losses, or damages arising from injury to life, limb, or health, and/or claims for costs, losses ,or damages caused by the gross negligence or intent of Dental Direkt GmbH, its legal representatives, or vicarious agents. In addition, the provisions of §§438 (1)(2), §634a (1)(2) of the German Civil Code (BGB) as well as the statute of limitations in case of a delivery recourse according to §§478, 479 BGB apply.
9. Final provisions
If the contractual partner is a registered trader, the place of jurisdiction and place of performance is the seller's place of business. The parties agree exclusively on the applicability of German law.