General Terms and Conditions
1. General/Scope of Application
1.1. All orders for purchases from the depot of the company dentaltrade GmbH are completed according to these general terms and conditions. These General Terms and Conditions regulate the legal relationship between the person ordering (“Customer”) and the company dentaltrade GmbH Depot (“Supplier”) with respect to all orders placed by the Customer with the Supplier and apply for the entire period of the business relationship. Agreements relating to the contract should be in writing. Verbal agreements are not valid. The parties agree that no implied cancellation of the requirement of written form by means of a verbal agreement will occur.
1.2. Contradictory provisions or any of the Customer’s terms that differ from our General Terms and Conditions are not recognised by us, unless we happen to have expressly agreed in writing that they do apply. Our General Terms and Conditions also apply if we are aware that the Customer has contradictory terms or terms that differ from our conditions of sale and complete the delivery to the Customer without any reservations.
1.3. Our General Terms and Conditions apply to all of our current and future business transactions with the Customer, even if the fact that they apply is not expressly indicated again. Beyond this, as a basic principle, these T+Cs only apply to persons who, when they agree to the contract, are carrying out their commercial or self-employed professional activity (“business person”) and also to legal persons under public law or to a special fund under public law. They do not apply to natural persons who agree to the contract for any purpose that does relate to either their commercial or self-employed professional activity (“Consumer”).
1.4. The Customer is aware that the products supplied by dentaltrade GmbH are sold by them, but that they are not manufactured by them.”
2. Conclusion of the contract / right to modify / documentation
2.1 A contract is only concluded when the Supplier confirms the buyer’s order in writing or starts to supply this. Supplementary agreements, verbal statements by employees or representatives or changes to confirmed orders (including changes to items to be delivered) require written confirmation by the Supplier in order to be effective.
2.2 The Supplier reserves the right to make deliveries of goods with changes to design and materials when compared to the product descriptions, provided that the use of the goods as set out in the contract is not substantially or adversely affected and the change is reasonable for the purchaser.
2.3 Illustrations, diagrams and other documents of any kind are subject to property rights, copyright and industrial property rights without exception (including the right to register these rights).”
3. Prices / payment terms
3.1. The goods are invoiced at the prices valid on the day the order is placed according to the price list, plus the applicable statutory value added tax.
3.2. Written and verbal information about prices and also the prices stated in the Supplier’s online shop relate to the price list valid on the day the request was made and are not binding.
3.3. The price structure used by the Supplier follows the one set by the relevant manufacturer. If the manufacturer increases their prices, then the Supplier will pass the price increase on to its customers.
3.4. Rights to set-off or retain payment with/due to claims that are not mutual, are only part of the Customer’s entitlement if their counterclaims have been legally established or are undisputed. Furthermore, they are only entitled to exercise a right of retention if their counterclaims are based on the same contractual relationship.”
4. Terms of Delivery
4.1. Delivery is arranged by dentaltrade GmbH Depot.
4.2. Delivery within Europe is arranged at the cost and risk of the Customer or using a collection order arranged by phone with dentaltrade. The risk passes to the purchaser at the time the consignment leaves the Supplier’s premises. This also applies in the event of part-deliveries. If delivery is delayed due to circumstances beyond the Supplier’s control, then the risk passes to the Customer once they have been notified that the goods are ready to be despatched.”
5. Delivery time
5.1. Delivery dates or times between parties to the contract are not binding. Details provided to the Customer by the Supplier – regardless of the form these are in – should be understood as non-binding information in every case.
5.2. If any goods cannot be delivered due to force majeure or a supplier upstream stops production, we are released from the obligation to make deliveries if the circumstances only occur after the contract is agreed and are beyond our control. In such event the Customer will be notified of this immediately and payments that have already been made by the Customer will be refunded. If, due to the reasons mentioned above, a product is temporarily unavailable, the delivery times will be extended for as long as the delay lasts. If delivery is held up for longer than two months, it will be deemed that the goods cannot be delivered.”
6.1. The Customer must check that the work is correct and complete immediately after receiving the goods. Any complaints – with the exception of hidden defects – must be indicated in writing by the Customer within eight working days (Saturday does not count as a working day) after delivery. Otherwise the goods shall be deemed to have been accepted even in view of these defects.
6.2. Insofar as any loss or damage to the item delivered, caused during delivery of the goods by the transport company to the Supplier, is visible to the customer externally, it is the responsibility of the buyer to have the loss or damage recorded by the transport company (notice of damage) and to inform the Supplier immediately on obtaining this notice. The same applies if the Customer identifies any loss or damage at a later time, which could not be seen initially.
6.3. Warranty claims arising from natural wear and tear, incorrect or careless handling, incorrect storage or incorrect or improper use or if the customer fails to comply with the instructions for handling and use are excluded.
6.4. The warranty becomes void if any repairs or changes to the products have been made by the Customer or by a third party in contravention of our instructions for handling and use or damage occurs due to the use of unsuitable third-party materials.
6.5. The Supplier is entitled to choose between delivering goods up to twice the order value by way of rectification, or to deliver a replacement item with no defects, at its discretion. In the event that defects need to be rectified, we are obliged to cover all expenses incurred for the purpose of rectifying the defects, in particular the costs of transport and travel, as long as these are not increased through the purchased item needing to be taken to a location other than the point of delivery.
6.6. Should the replacement delivery also be faulty, then the customer is entitled, in line with statutory provisions and at its discretion, to demand nullification of the contract or a reduction in price.”
7. Return of goods / exchanges / refunds
7.1. The client has the right to cancel the order for goods under the conditions specified below.
7.2. Without exception, cancelling the order shall only become effective upon return of the goods to the Supplier.
7.3. In addition, the Supplier shall only accept a cancelled order for sterile packed goods as valid if the items are returned unopened and still in their original packaging. In the case of goods marked with an expiry date, a shelf life of at least twelve (12) months must also be remaining at the time of return.
7.4. The Supplier will issue a credit note if the Customer cancels the order in a valid manner within four (4) weeks of purchase; an exchange for similar goods is possible if the Customer cancels the order in a valid manner within six (6) months of purchase.
8. General liability
8.1 Any further liability for damages other than that provided for in clause 6 shall be excluded, irrespective of the legal nature of the asserted claim. This applies in particular to claims for damages arising from being at fault when the contract was concluded, other breaches of duty or claims in tort for compensation for damage to property in accordance with § 823 German Civil Code (BGB) as well as claims for compensation for loss of profit or other financial losses. This does not affect the liability for damages resulting from injury to life, body or health, which are based on a negligent or intentional breach of duty on our part or on the part of our legal representatives and business partners.
8.2. Paragraph 1 does not apply to any case where a guarantee or purchase risk has been assumed, nor does it apply to liability under the law on product liability.
8.3. In the event of culpable breach of essential obligations under the contract, we are liable – expect in cases of wilful intent, gross negligence and liability for damages arising from injury to life, body or health – for losses that are typical for the type of contract and reasonably foreseeable. This does not involve any change in the burden of proof to the detriment of the client .
8.4. As far as liability for damages towards us is excluded or restricted, this also applies with regard to the personal liability for damages to our staff, employees, colleagues, representatives and business partners.”
10.1. The Supplier will issue separate invoices to the Customer. Payment is due within 30 days.
10.2. Discounts, rebates and other deductions are not given.
10.3. If there is a delay in making payment, default interest will accrue at the rate of 8 percentage points above the relevant base rate (§ 288 Paragraph 2 BGB).
10.4. In respect of claims for payment made by the Supplier, the Customer can only include undisputed or legally-established claims.”
11. Obligation to accept delivery
11.1. An order is a binding offer made by the Customer, which is deemed to be accepted by us if we do not reject the offer within 4 working days. Furthermore, acceptance may be confirmed in writing, by fax, electronically or by delivery of the goods to the customer and the order being invoiced.
11.2. The contract is concluded on condition of stock from our suppliers reaching us in good order and on time. This does not however apply in cases where failure to make delivery is not our fault, in particular where there is a matching covering arrangement with our suppliers, i.e. for products which we buy in ourselves and sell on in an unchanged condition. The Customer will be notified immediately if an item is out of stock .
11.3. We are not liable for errors that occur while an order is being processed or which result from information provided by the Customer.”
12. Retention of title
12.1. The title in all delivered goods is retained until all claims have been paid in full, including subsidiary claims arising under the business relationship.
12.2. The customer may only resell goods delivered under retention of title in the ordinary course of business. Any claims arising from reselling or on any other legal grounds will be assigned by the Customer in advance from when the contract is concluded for the Suppliers’s protection. If there is a competitive relationship between the Supplier and the Customer as defined in § 355 para. 2 Commercial Code (HGB), the assignment in advance also covers the acknowledged balance. Any processing or modification of the purchased item by the purchaser will always be carried out on our behalf. If the purchased item is processed with other items that do not belong to us or combined in any other way, then we acquire joint ownership of the new item proportionally to the value of the purchased item compared with the other processed items at the time of processing. If the purchased item is combined with other items that do not belong to us, then we acquire joint ownership of the new item proportionally to the value of the purchased item compared with the other combined items at the time of combining. If the item belonging to the Customer is to be regarded as the main item, then it should assign joint ownership to us proportionally. Asserting the retention of title does not require withdrawal from the contract. The Customer is authorised to make the claims of assignment as long as it meets its payment obligations towards the Supplier as set out in the contract. If the value of the assigned claims exceeds the nominal amount of the claims to be secured by more than 20 per cent, then the Supplier must transfer claims to the value of the excess amount of its choosing back to the Customer.”
13. Final provisions
13.1. The place of jurisdiction for all mutual rights and obligations is the registered office of dentaltrade GmbH, Grazer Straße 8, 28359 Bremen, provided that the customer runs a business as defined by the Commercial Code. However we are also entitled to sue the customer at their place of business or a general place of jurisdiction.
13.2. The laws of the Federal Republic of Germany apply; the application of the Vienna Convention is excluded.
13.3. Unless otherwise stated in the order confirmation, the registered office of dentaltrade GmbH, Grazer Straße 8, 28359 Bremen is the place of fulfilment.
13.4. Please note that we use and process the Customer’s information that is involved in business transactions with it as defined by data protection legislation. Further information can be found in the data protection policy at: https://dentaltrade-depot.de/datenschutz/
13.5. If individual provisions of the contract with customers, including these General Terms and Conditions, in whole or in part are or become unenforceable or not legally valid, then the validity of the remaining provisions of this contract should not be affected by this. The same applies in the event that the contract includes a gap or omission. Instead of the ineffective or unenforceable provisions, or to fill an omission, an appropriate arrangement should apply, which, as far as legally possible, comes closest to what the parties who agreed the contract would have intended, if they had considered this point when the contract was agreed.
Bremen, November 2019