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1. general

  1. Unless otherwise agreed, contracts shall only be concluded and fulfilled in accordance with these Terms and Conditions of Sale. Deviating terms and conditions of sale of the buyer (contractual partner) are not recognized unless they are confirmed in writing by DENTAL.
  2. Conclusion, amendment and additions to contracts, ancillary agreements and assurances must be in writing or confirmed in writing to be valid.
  3. The terms and conditions of sale shall also be deemed agreed in advance for future transactions with merchants; DENTAL shall inform the contractual partner immediately of any new versions of the terms and conditions of sale.
  4. Place of jurisdiction and place of fulfillment is Dresden.

2. offer, delivery, dispatch

  1. Offers are subject to change. Delivery dates are non-binding. Delivery obligations are subject to the reservation of self-supply with raw, auxiliary and operating materials.
  2. DENTAL reserves the right of ownership and copyright to illustrations, drawings, calculations and other documents. Confidential documents may only be passed on to third parties with the consent of DENTAL.
  3. Deliveries are made ex works DENTAL.
  4. If a delivery is hindered, delayed or completely or partially impossible due to circumstances for which DENTAL is not responsible, DENTAL may withdraw from the contract in whole or in part or postpone the delivery appropriately. If the contractual partner has no interest in the remaining performance in the event of a partial withdrawal by DENTAL, it is entitled to withdraw from the contract.
  5. If, in the event of a delay in delivery for which DENTAL is responsible, a reasonable grace period set by the buyer has expired, the buyer may withdraw from the affected part of the contract and claim damages for non-performance in accordance with clause 6. If the contractual partner has no interest in partial fulfillment, he is entitled to withdraw from the entire contract. The same applies in the event of impossibility of performance or partial performance for which DENTAL is responsible.
  6. Insofar as DENTAL has assumed the transport risk by virtue of a separate agreement, the contractual partner is obliged to notify the carrier and DENTAL immediately of any transport damage and to have the damage confirmed immediately by the carrier in the form of a damage report.
  7. Disposable packaging will not be taken back.

3. Warranty, inspection, notification of defects

  1. DENTAL guarantees that the goods comply with the provisions of cosmetics law, the Foodstuffs and Commodities Act, the Weights and Measures Act and the Finished Packaging Ordinance. Properties are only deemed to be guaranteed if confirmed in writing by DENTAL. Otherwise, the use of delivered goods is the responsibility of the contractual partner.
  2. Complaints of defects by the contractual partner under the conditions of §§ 377, 378 HGB are excluded if the complaint has not been received by DENTAL in writing before processing or further shipment, but quantity complaints at the latest after 3 days, quality complaints at the latest after 10 days after receipt of the delivery, unless it is a question of quality defects which cannot be determined with reasonable inspection effort. In this case, the contractual partner is obliged to report the defects no later than 5 days after discovery.
  3. DENTAL can satisfy justified claims for defects by subsequent or replacement delivery. Alternatively, DENTAL can also offer the contractual partner a reduction in the purchase price. If the subsequent/replacement delivery fails or if the parties cannot agree on the reduction, the contractual partner may demand rescission. The contractual partner is only entitled to further claims in accordance with sections 2.5 and 6.
  4. The warranty period for defects and consequential damages is 6 months from the transfer of risk.

4. Prices and payment

  1. Prices are ex works and in EURO and, if applicable, plus statutory value added tax at the rate applicable at the time of delivery. If customs duties or taxes levied on the goods or raw materials increase after conclusion of the contract, DENTAL is entitled to increase the price accordingly.
  2. Payment must be made within 10 days with 2% net or within 30 days net cash. The deadlines are calculated from the invoice date.
  3. If the contractual partner is in default of payment, DENTAL is entitled to demand default interest of 4% above the respective Bundesbank discount rate, but at least 6% p.a., unless the contractual partner can prove lower damages. The assertion of higher damages by DENTAL remains unaffected.
  4. Notwithstanding clause 4.2, DENTAL is entitled to deliver only step by step against advance payment or to make all claims arising from the business relationship due immediately if the contractual partner is in default of acceptance:
    - is in default of acceptance of a delivery,
    - is in arrears with payments of more than EURO 760.00,
    - there is a significant deterioration in the financial circumstances of the contractual partner
  5. The contractual partner may only offset undisputed or legally established claims.

5. Retention of title

  1. DENTAL retains ownership of the delivered goods (reserved goods) until the total balance due from the business relationship with the contractual partner has been settled. The contractual partner shall store the reserved goods free of charge for DENTAL and shall take out insurance at its own expense, e.g. against fire, water and theft, at replacement value.
  2. The further processing of products delivered and provided with a fresh seal is excluded. Otherwise, further processing is only permitted with the consent of DENTAL. In the event that ownership is transferred to the contractual partner by combining or mixing with a main item, the contractual partner hereby assigns the main item to DENTAL by way of security.
  3. The contractual partner is entitled to sell the reserved goods in the ordinary course of business. He hereby assigns purchase price claims from this up to the amount of the total claim balance due to DENTAL (including the VAT included) to DENTAL, which hereby accepts the assignment. The contractual partner is authorized to collect the claim. The authorization can be revoked in the event of default of payment and expires in the event of suspension of payment.
  4. DENTAL shall, at its own discretion, release securities insofar as the securities exceed the total claim balance by more than 20%.
  5. In the event of default of payment, suspension of payment, bankruptcy, composition or bankruptcy petition against the assets of the contractual partner, the contractual partner is prohibited from disposing of the goods, processing them or collecting the assigned claims. The reserved goods must be stored separately and marked as DENTAL reserved goods. DENTAL has the right to inspect the reserved goods, to demand their return, to take possession of them and, without prejudice to the contractual partner's industrial property rights, to sell them on the open market, insofar as this is necessary to cover the total claim balance including realization costs. The contractual partner hereby assigns to DENTAL, which accepts this assignment, any rights of surrender, possession and access against third parties with regard to the reserved goods.

6. Product liability, claims for damages

  1. DENTAL is liable for claims under the Product Liability Act arising from defects in the delivered goods.
  2. Otherwise, claims for damages by the contractual partner, regardless of the legal grounds, are limited to the following cases:
    - Absence of warranted characteristics of the goods,
    - culpable breach of main contractual obligations,
    - default or impossibility for which DENTAL is responsible, insofar as DENTAL can be accused of intentional or grossly negligent behavior,
    - willful or grossly negligent breach of other obligations.

    The contractual partner's rights of withdrawal remain unaffected by the limitations of liability.

  3. Insofar as DENTAL's liability is excluded in accordance with clause 6.2, this also applies to its liability for vicarious agents and legal representatives and in the event of direct claims against the vicarious agents and legal representatives by the contractual partner.