Conditions of Sale

1. General

1.1. Agreement of contract and fulfilment thereof follow provided that no agreements are formed that contradict these conditions of sale. Any deviating conditions of sale on the part of the purchaser (contractual partner) are not valid, unless they have been confirmed in writing by DENTAL.

1.2. Agreement of, changes to, and supplements to contracts, side agreements, and warrants must be in written form or confirmed in writing in order to take any effect.

1.3. The conditions of sale also apply in advance to future business with traders; DENTAL will inform the contractual partner immediately about any redrafting of the conditions of sale.

1.4. The place of jurisdiction and place of execution is Dresden.

2. Offer, Delivery, Dispatch

2.1. Offers are non-binding. Delivery dates are non-binding. Delivery obligations are subject to delivery of raw materials, consumables and fuel.

2.2. DENTAL reserves the proprietary and intellectual rights to images, diagrams, calculations and other documents. Confidential documents may only be passed on to third parties with DENTAL’s consent.

2.3. DENTAL will make the delivery ex factory.

2.4. If a delivery is impeded, delayed, or rendered partially or completely impossible by circumstances not attributable to DENTAL, DENTAL may partially or completely withdraw from the contract, or postpone the delivery appropriately. If the contractual partner has no interest in the remaining service in the case of a withdrawal from DENTAL, he is for his part entitled to withdraw.

2.5. In the case of default of delivery attributable to DENTAL, if an appropriate period of grace set by the purchaser elapses, he may withdraw from the affected part of the contract and claim damages on the grounds of non-fulfilment in accordance with item 6. If the contractual partner has no interest in partial fulfilment, he is entitled to withdraw from the entire contract. The corresponding procedure also applies to cases of impossible delivery or partial delivery attributable to DENTAL

2.6. If DENTAL has taken on the risk of transport by virtue of a special agreement, the contractual partner is obliged to indicate transport damage immediately to the transporter and to DENTAL, and to have the damage confirmed immediately by means of the transporter’s damage protocol.

2.7. Disposable packaging will not be taken back.

3. Guarantee, Inspection, Notice of defects

3.1. DENTAL guarantees the compliance of goods with cosmetic regulations, the Foodstuffs and Consumer Goods Law, the Weights and Measures Act, and the Pre-packaged Goods Act. Properties/attributes are only guaranteed with written confirmation from DENTAL. Otherwise the usage of delivered goods falls under the contractual partner’s own responsibility.

3.2. Notice of defects by the contractual partner under the requirements of §§ 377, 378 of the code of commercial law is excluded, if notification has not been submitted in writing to DENTAL before processing or further dispatch. Quantitative objections are to be submitted at most after three days and qualitative complaints at most after ten days after receipt of delivery, unless the complaint concerns a qualitative defect, that cannot be established with reasonable inspection efforts. In this case, the contractual partner is obliged to provide notice of the defect at most five days after discovery.

3.3. DENTAL can satisfy justified claims of defect with supplemental or replacement delivery. Optionally, DENTAL can also offer the contractual partner a price reduction. Should supplemental / replacement delivery fail, or should the parties not come to an agreement about the reduction, the contractual partner may demand cancellation of sale. The contractual partner may make further claims only in accordance with items 2.5 and 6.

3.4. The duration of the guarantee for defects and damages as a result of defects is six months from transfer of liability.

4. Prices and payment

4.1. Prices are stated ex factory and in Euros, and plus VAT, if applicable, to the amount valid for the particular delivery. Should tariffs or fees levied rise after conclusion of the contract, DENTAL is entitled to a corresponding price increase.

4.2. Payment must follow within ten days with a 2% discount, or within 30 days in full. Deadlines apply from invoice date.

4.3. In the case of arrears of payment of the contractual partner, DENTAL is entitled to levy arrears interest of 4% above the German Federal Bank rate, and at least 6%, p.a. if the contractual partner does not prove a lower incurred loss. DENTAL reserves the right to assert a higher loss.

4.4. Deviating from item 4.2, DENTAL is entitled to deliver only step by step in exchange for payment in advance or to immediately declare all claims from the commercial relationship due if the contractual partner:

is in arrears of acceptance with a delivery.
is in arrears with payments of more than €760.
undergoes a fundamental worsening of financial conditions.

4.5. The contractual partner may offset only those claims that are indisputable or against which there is no legal recourse.

5. Retention of title

5.1. DENTAL retains the ownership of delivered goods (goods subject to retention of title) until settlement of the total outstanding balance from the commercial relationship with the contractual partner. The contractual partner holds the goods subject to retention of title in safe custody free of charge for DENTAL and arranges insurance to their replacement value at his own expense against, for example, fire, flooding, and theft.

5.2. The processing of delivered and freshly sealed products is not allowed. Otherwise, processing is only permitted with DENTAL’s consent. In the case that ownership is transferred to the contractual partner because of connection or blending with another main object, the contractual partner pledges the main object to DENTAL as a precaution.

5.3. The contractual partner is entitled to divest the goods subject to retention of title into proper business operations. He is to cede to DENTAL purchase price demands that result from this up to the value of the total balance outstanding to DENTAL (inclusive of the VAT component), which the assignment hereby assumes. The contractual partner is entitled to the collection of receivables. The warrant can be revoked in the case of arrears on payment, and terminated in case of default.

5.4. DENTAL will release securities of its own choice, as long as the securities amount to more than 20% more than the total outstanding balance.

5.5. In the case of arrears on payments, default on payments, petitions for bankruptcy, protection from creditors, or exequatur concerning the assets of the contractual partner, he is forbidden to make available or process the goods, or to collect assigned debts. The goods subject to retention of title are to be stored separately and to be denoted as DENTAL goods subject to retention of title. DENTAL has the right to inspect, reclaim, and take possession of, and to divest freehand the goods, regardless of industrial property rights of the contractual partner, as long as this is necessary for the covering of the total balance outstanding inclusive of valorisation. The contractual partner hereby cedes to DENTAL rights of issuance, ownership and care towards third parties with regards to the goods subject to retention of title that this assignment assumes.

6. Product liability, claims for damages

6.1. In accordance with product liability laws, DENTAL is liable for claims that arise as a result of defects in supplied goods.

6.2. Otherwise, claims for damages by the contractual partner are limited to the following cases, regardless of their legal basis:

Absence of guaranteed characteristic of the goods ,
Culpable violation of contractual key duties ,
Event of default or impossibility attributable to DENTAL, or if DENTAL can be blamed for deliberate or grossly negligent behaviour.
Deliberate or grossly negligent violation of other duties.

The contractual partner’s rights of withdrawal are unaffected by the limitations of liability.

6.3. If DENTAL’s liability is excluded according to item 6.2, this also applies for its liability for proxies and legal replacements as well as for direct utilisation of proxies and legal replacements by the contractual partner.