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1. general

  1. These terms and conditions shall form part of the purchase contract. Conflicting or deviating terms of delivery or other restrictions of the supplier are rejected, unless DENTAL-Kosmetik GmbH & Co KG (hereinafter: DENTAL) has expressly agreed to them in writing in individual cases. This also applies to unconditional acceptance and payment.
  2. Contracts must be in writing. Other agreements, amendments and ancillary agreements are only valid if DENTAL agrees to them in writing.

2. offer

  1. The supplier must adhere exactly to the inquiry in the offer and expressly point out any deviations.
  2. The offer must be made free of charge and does not create any obligations for the inquirer. Cost estimates shall only be remunerated by special agreement.

3. order

  1. Orders and changes to orders shall be made in writing. The content of verbal and telephone discussions shall only be binding if it has been confirmed in writing.
  2. Every order and order amendment must be confirmed in writing by the supplier within one week of receipt and treated separately in all correspondence.
  3. The ordering department, the complete order number, the order date and DENTAL's reference must be stated in all correspondence.
  4. The supplier is not entitled to pass on the order to third parties without the prior written consent of DENTAL.

4. Prices

  1. Agreed prices are fixed prices. If no prices have been agreed, the current list prices of the supplier apply with the usual commercial deductions. Should the supplier reduce its prices and improve its conditions in the period between order and delivery, the prices and conditions valid on the day of delivery shall apply.
  2. The prices include the costs for packaging and transportation to the agreed delivery address.

5. Delivery date

  1. The delivery date stated in the order is binding. Its observance is so essential that the contract shall stand and fall with it (firm deal).
  2. Compliance with the delivery date is determined by receipt of the delivery at the place of receipt specified by DENTAL. If a calendar week is specified, delivery must be made by 1 p.m. on the last working day of the week.
  3. If the delivery is made before the delivery date, DENTAL is entitled to refuse acceptance until the delivery date.
  4. As soon as the supplier can assume that he will not be able to fulfill his contractual obligations in whole or in part or not on time, he must inform DENTAL immediately, stating the reasons and the expected duration of the delay. If the supplier fails to provide this information, it cannot invoke the obstacle against DENTAL.
  5. If the supplier fails to meet the agreed delivery date, he shall be liable in accordance with the statutory provisions. Irrespective of this, DENTAL is entitled to demand a contractual penalty from the supplier of 0.1% per working day or part thereof from the time of the delay in delivery, up to a maximum of 5% of the total order value of the delivery. If, within the framework of a successive delivery contract, delivery deadlines are repeatedly not met despite repeated warnings, DENTAL is entitled to extraordinary termination.

6. terms of delivery

  1. All deliveries are free to the place of receipt specified by DENTAL. The risk of deterioration, including accidental loss, shall be borne by the supplier until the delivery is handed over to the place of receipt specified by DENTAL.
  2. DENTAL only accepts the quantities and numbers of items ordered. In the case of goods from mass production, DENTAL accepts a deviation of 10% of the ordered quantity. Exceeding or falling short of the quantities and numbers ordered is only permitted with the prior written consent of DENTAL. If the delivery of partial quantities has been agreed, the remaining quantity must be listed.
  3. If the quantity is exceeded, the supplier must pay a daily fee of EUR 10.00/pallet to DENTAL for the use of storage capacity until final consumption.
  4. If, within the framework of a successive delivery contract, the ordered quantities and quantities are repeatedly not complied with despite repeated warnings, DENTAL is entitled to extraordinary termination.

7. Warranty

  1. The supplier warrants that each delivery item has no defects that impair its value or suitability, has the agreed or guaranteed quality, is suitable for the use assumed under the contract, corresponds to the latest state of the art and complies with the current legal provisions as well as regulations and guidelines of the authorities, professional associations and trade associations and does not interfere with the rights of third parties. In the case of delivery items with a limited service life, the remaining service life from handover must be at least 90% of the total service life. If the delivery item does not meet the stated requirements, this shall constitute a defect.
  2. If the supplier has reservations about the desired type of execution, he must inform DENTAL immediately in writing. If deviations are necessary in individual cases, the prior written consent of DENTAL must be obtained; this shall not affect the warranty obligation.
  3. The supplier agrees that the goods may only be inspected on a random basis, provided that this corresponds to the circumstances of a proper course of business and the nature and scope of the delivery.
  4. If a delivery of similar goods shows a defect in a partial quantity, it shall be assumed that the entire delivery is defective. If the delivery is made in batches, it shall be assumed that the batch concerned is defective. The supplier shall be free to rebut this presumption by carrying out its own inspection of each delivery item.
  5. If there is a defect, DENTAL is entitled to the statutory warranty rights without restriction. If the supplier has assumed a guarantee for the quality or durability of the delivery item, DENTAL may also assert the claims arising from the guarantee. The supplier's warranty also extends to goods manufactured by subcontractors. The supplier's warranty obligation is not affected by the acceptance of the deliveries.
  6. If, within the framework of a successive delivery contract, similar goods are repeatedly delivered with defects despite repeated warnings, DENTAL is entitled to extraordinary termination.

8. notice of defects

  1. Sections 377, 378 HGB are modified to the effect that DENTAL is entitled to give notice of recognizable defects within 10 days of handover of the delivery item. Defects that are only recognizable after an inspection shall be reported immediately after completion of the inspection. Hidden defects shall be notified immediately as soon as they are discovered. The supplier may not invoke a breach of the obligation to give notice of defects if it was aware of the defects or was unaware of them due to gross negligence.
  2. If the supplier is notified of defects, it must immediately begin with the type of supplementary performance chosen by DENTAL. In addition, DENTAL is entitled to separate out defective delivery items at the supplier's expense and to return them to the supplier or to destroy them by agreement.

9. Statute of limitations

  1. The statutory limitation periods apply, unless expressly agreed otherwise.
  2. The period begins with the handover of the delivery item to the place of receipt specified by DENTAL. In the case of devices, machines and equipment, the period begins with acceptance.
  3. In the event of a notification of defects, the limitation period shall be extended by the period of time between the notification of defects and the rectification of defects. If the delivery item is completely renewed, the limitation period begins again; in the case of partial renewal, this applies to the renewed parts.

10. Liability

  1. The supplier shall indemnify DENTAL against claims arising from manufacturer's liability and on the basis of the Product Liability Act, insofar as the supplier or its supplier has caused the product defect giving rise to the liability. The indemnification claim also extends to the costs of a precautionary recall action.
  2. The supplier shall maintain insurance to cover these risks up to the maximum liability amount stipulated by law; the supplier shall present this insurance upon request.
  3. Furthermore, the supplier shall be liable for ensuring that the delivery and use of the delivery items does not infringe patents, licenses and industrial property rights of third parties. Any license fees shall be borne by the supplier.

11. Force majeure

  1. Force majeure shall release the contracting parties from their performance obligations for the duration of the disruption and to the extent of its effect. The contractual partners are obliged to provide each other with the necessary information about the type, scope and duration of the disruption without delay and to adjust their contractual obligations accordingly.
  2. DENTAL is released from the obligation to accept the affected delivery in whole or in part and is entitled to withdraw from the contract to the extent that DENTAL is no longer interested in the delivery due to the delay caused by force majeure.

12. Quality assurance and testing

  1. The supplier must carry out quality assurance that is suitable in type and scope and corresponds to the latest state of the art and provide proof of this to DENTAL on request. If necessary, the supplier agrees to conclude a quality assurance agreement with DENTAL.
  2. As part of its quality management system, DENTAL is entitled to have the quality of delivery items inspected by an external expert at regular intervals, but no more than twice a year, at the supplier's expense.
  3. The supplier undertakes to provide all available information on its products that DENTAL requires for further processing and to fulfill the statutory documentation and information obligations towards authorities and consumers.
  4. The supplier guarantees the continuous and complete traceability of its delivered goods. Traceability shall also extend to the raw and auxiliary materials and packaging materials used by the supplier to manufacture the delivered goods.

13. origin of goods

  1. The delivered goods must fulfill the conditions of origin of the preferential agreements of the EEC, unless expressly stated otherwise in the order confirmation.
  2. At the request of DENTAL, the supplier is obliged to provide the written documents and declarations (certificates of origin, health certificates, etc.) required or useful for any export to other countries within and/or outside Europe without delay and free of charge.

14. Invoice and payment

  1. Invoices shall be sent in duplicate separately from the goods.
  2. Invoices must correspond to the order in terms of wording, text sequence and prices. Any additional or reduced services must be listed separately in the invoice. The order number and order date must be stated.
  3. The payment period is 1 month. If payment is made within 2 weeks of receipt of the invoice, the supplier shall grant a 2% discount. Any payment deadlines agreed to deviate from this shall not constitute acceptance of conditions and prices. The time of payment has no influence on the supplier's warranty and the right of complaint.

15. Documents

  1. All drawings, standards, guidelines, analysis methods, formulas and documents provided to the supplier by DENTAL for the manufacture of the delivery item, as well as the documents produced by the supplier according to special instructions from DENTAL, remain the property of DENTAL and may not be used by the supplier for other purposes, reproduced or made accessible to third parties. Upon request, they must be returned to DENTAL immediately, together with all copies and reproductions. DENTAL is entitled to the industrial property rights to all documents handed over to the supplier.
  2. Tools, print templates, films, etc., which have been produced by the supplier for the execution of the order, become the property of DENTAL upon payment, even if they remain in the possession of the supplier. These items must be handed over to DENTAL on request.

16. Confidentiality

  1. The supplier must consider the inquiry and order and the related work as a business secret and accordingly treat them confidentially. He has to oblige his subcontractors accordingly. The supplier shall be liable for all damages incurred by DENTAL as a result of a breach of one of these obligations.
  2. The supplier must provide DENTAL with all necessary documents required for joint discussions regarding the delivery item. Any involvement of DENTAL is solely the responsibility of the supplier and does not release the supplier from any warranty or other obligations.
  3. DENTAL will treat the personal data in accordance with the Federal Data Protection Act.

17. advertising material

  1. It is only permitted to refer to the existing business relationship with DENTAL in information and advertising material with the express written permission of DENTAL.

18. prohibition of assignment

  1. The supplier is not entitled to assign its claims against DENTAL arising from the business relationship to third parties without the consent of DENTAL.

19. Applicable law, interpretation of clauses, etc.

  1. The contracting parties agree on German law. The application of conflict of laws and the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
  2. Customary commercial clauses shall be interpreted in accordance with the INCOTERMS valid at the time.
  3. Should individual provisions be invalid, this shall not affect the validity of the remaining provisions.

20. Place of performance and jurisdiction

  1. The place of performance is the place of receipt specified by DENTAL, unless otherwise stated in the order. The place of jurisdiction is Dresden.