General Terms and Conditions of Business

(Terms and conditions of business, delivery and payment)  

1. Generally
1.1. All orders for technical dental services that are placed by the firm of dentaltrade GmbH & Co. KG will be carried out according to these General Terms and Conditions of Business. The General Terms and Conditions of Business apply for the entire duration of the business relation, even whenever a payment is made to a third party. Agreements that are made according to the contract require the written form. Verbal agreements are inoperative.  The parties agree that the obligation for the written form cannot be conclusively waived by means of verbal arrangements. These General Terms and Conditions of Business shall otherwise remain operative and binding, in the case that individual provisions are inoperative.
1.2. The customer is aware that the products supplied by the contractor shall be manufactured abroad, if no other express agreement has been made. All of the supplied products comply with the German standard of quality.

2. Prices
2.1. The technical dental services shall be charged at the prices that are valid on the day of delivery, plus the respective statutory turnover tax.
2.2. Cost estimates refer to the price list that is valid on the day of issue and they are non-binding. Cost increases can occur between the date of the cost estimate and the date of delivery, on account of the materials (ceramics, precious metals, etc.,) that are utilized for the manufacture. The customer declares that he agrees to an increase of up to 5% over the price quoted in the cost estimate, without him requiring separate information from the contractor. If the price quoted in the cost estimate increases by more than 5%, then the contractor shall inform the customer by giving information about the justification for it. The customer has the right to contradict the price increase within 10 days from when the informing letter was received. The increased price shall apply as approved after that date. If the customer contradicts the price increase and no agreement is reached between the parties, then the customer has to reimburse the contractor for the costs which he has incurred until that date.

3. Terms and conditions of delivery
3.1. The despatch shall take place by dentaltrade GmbH & Co. KG. The firm of dentaltrade GmbH & Co. KG reserves the right to make the delivery dependent on advance payment of the invoiced amount (cash in advance), or to send it on the basis of cash on delivery. No justification is required for that.
3.2. The despatch will take place by dentaltrade within Europe at the customer´s costs and risk, or via a collection order that is placed with dentaltrade by means of a telephoned booking.
3.3. The continuous business relation is open for acceptance, subject to change without notice and given without any engagement. No obligation exists at any point in time for dentaltrade GmbH & Co. to continue the business relation.

4. Date of delivery
The quoted date of delivery is non-binding. The contractor shall only fall in delay with the delivery after a reminder has been issued and a time-limit has been set with the threat of refusal, which is not allowed to be expressed in a letter.

5. Warranty
5.1. The customer has to check the products for correctness and completeness immediately after receipt. Complaints must be notified by the customer in writing immediately. The customer has to provide the sample of the product that is required for a repair or replacement delivery. If there are fitting inaccuracies, then the notice of defects must be given within 10 days from receipt of the product, subject to submitting the primary sample: new moulds must be enclosed or sent on later immediately as the case may be.
5.2. Warranty claims are limited to repair and depreciation.
5.3. Claims for compensatory damages are excluded, insofar as they are not based on a grossly negligent contractual infringement by one of the contractor´s legal representatives or sub-contractors.
5.4. Claims that are made against the contractor shall be time-barred after 3 years in the case of a removable replacement tooth and after 5 years in the case of a permanently fixed replacement tooth.
5.5. The contractor does not accept any liability for all consequences that arise on account of faulty or inadequate performance data, insofar as the manufacturer of the technical dental products is based on the electronic data which was provided by the customer (hereinafter referred to as the ‘performance data’). The customer is liable exclusively.

6. Working documents
All products will be produced with great care. Nevertheless, the contractor does not have any influence on the quality of the supplied sample and moulds. These documents are of decisive significance for the fixing into the mouth. Working documents that appear to be faulty can therefore be sent back, subject to consultation and coordination with the customer. The customer must take responsibility for the consequences of faulty samples and moulds.

7. Provision of materials and accessories
Materials (precious metals, teeth, etc., or accessories (prefabricated parts, e.g., dental connecting elements, joints, etc.) can be subject to a customary processing surcharge. Failures that occur on account of defective materials or accessories which are delivered by the customer shall not be charged to the contractor. The contractor is liable for safeguarding the materials or accessories that are delivered by the customer, to the same extent as the care which he applies to his own affairs.

8. Payment
8.1. Individual invoices will be payable at the month’s end when the monthly collective list invoice is received. The date of required payment is 30 days.  If payment is made within 10 days, then the customer will give a discount on the amount of payment. The customer will otherwise have a legitimate claim to the partner factoring agreement. Material is excluded from the discounting. Payments that are made by a direct debit mandate via credit cards are excluded from the discounting. Interest on arrears - amounting to 8 percentage points above the respective basic interest rate (article 288, clause 2 of the German Civil Code but at least amounting to 9.5% - will be charged if there is a default of payment.
8.2. The customer can only set off undisputed debt claims and debt claims that have been established as legally binding against the contractor´s claims to payment. The entire debt claims against the customer shall become due for payment immediately in the case of default with paying the total from a monthly collective list.
8.3. The contractor can assign his debt claims against the customer to a factoring company, which takes his place as the holder of the debt claim (i.e., the creditor). The contractor´s debt claims shall then be paid only to this factoring company with the effect of settling the debt. The banking connection must be taken from the information on the invoice. Discounts that have been given will not be affected by the assignment.

9. Purchase commitment
The commissioning of dentaltrade GmbH & Co. KG will become binding when the order form has been sent to it by the customer. The customer shall bear the costs that arise in the case that the purchase is refused.

10. Reservation of ownership
10.1. The ownership of all the delivered products will be reserved until all debt claims - even the collateral debt claims arising from the business relation - have been paid completely.
10.2. The customer shall assign to the contractor the debt claims that he has acquired through exercising his professional activity or employment, amounting to the total laboratory order. Debt claims and complaints that are made by the patient against the customer are irrelevant vis-á-vis the contractor. The customer is only allowed to resell the products that have been delivered to him subject to reservation of ownership during the course of proper business transactions. The customer herewith assigns to the contractor as security the debt claims which are vested in him from the resale or for another legal reason, when the contract is concluded. The customer is empowered to collect the assigned debt claims for as long as he complies with his duty of payment vis-á-vis the contractor according to the contract. If the total of the assigned debt claims exceeds the debt claims which have to be secured by more than 20%, then the contractor has the discretion to reassign to the customer the debt claims that are worth the excessive amount.

11. Place of fulfilment¹ and place of jurisdiction²
The law of the Federal Republic of Germany applies. The provisions of the UN purchase right are inapplicable. Bremen in Germany is the place of fulfilment for all liabilities which arise from contracts made between the parties. The place of fulfilment for payments that will be made to a factorer is this factoring company´s registered office.

Bremen, October 2009.

¹ domicilium executandi
² domicilium disputandi