General Terms and Conditions (GTC) of
Medentis Medical GmbH,
Walporzheimer Str. 48-52,
53474 Bad Neuenahr/Ahrweiler,
HRB: 4940, Koblenz District Court,
VAT ID: DE-219121001, Tax No.: 01/663/1214/6
Tel: +49 (0)2641 9110-0,
Fax: +49 (0)2641 9110-120
www.medentis.com
www.icx-shop.com
www.icx-denta5.de
www.icx-magellan.de
www.icx-imperial.de
www.icx-aligner.de
www.medentis-akademie.de
www.ifu.medentis.com
medentis medical GmbH assumes no liability for the accuracy of any information in our programs, especially the timeliness and completeness of the stored price lists, comments, other information, and legal texts.
- General – Scope
(1) All agreements made between us and the customer for the execution of this contract are laid down in writing in this contract.
(2) Our terms of sale apply both to merchants within the meaning of § 24 AGBGB and to non-merchants, unless their validity is expressly limited to merchants below.
(3) In relation to merchants within the meaning of § 24 AGBG, our terms of sale apply exclusively; we do not recognise any conflicting terms or terms of the customer that deviate from our terms of sale, unless we have expressly agreed to their validity in writing. Our terms of sale also apply if we carry out the delivery to the customer without reservation in the knowledge of conflicting terms or terms of the customer that deviate from our terms of sale. Our terms and conditions also apply to all future transactions with the supplier. - Offer – Offer Documents
(1) The order placed by the customer is a binding offer that we are entitled to accept within 2 weeks by sending an order confirmation or sending the goods. In relation to merchants, we can accept the order within 4 weeks, provided that it is to be qualified as an offer in accordance with § 145 BGB.
(2) We reserve ownership and copyright to programs, content, structures, source codes, logic, illustrations, drawings, calculations and other documents. This applies in particular to such written documents that are designated as “confidential”. The customer requires our express written consent before passing them on to third parties. - Prices – Terms of Payment – Returns
(1) Unless otherwise stated in the order confirmation, our prices are “ex works” excluding packaging.
(2) The statutory value added tax is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.
(3) The deduction of a discount requires a special written agreement.
(4) Unless otherwise stated in the order confirmation, the purchase price is due net (without deduction) for payment immediately after invoicing. If the customer is in default of payment, we are entitled to demand default interest at a rate of 8% above the respective discount rate of the Deutsche Bundesbank p. a. If we are able to prove a higher damage caused by default, we are entitled to assert this. However, the customer is entitled to prove to us that we have not incurred any damage or a significantly lower damage as a result of the default in payment.
5) The customer is only entitled to offsetting rights if his counterclaims have been legally established, are undisputed or have been recognised by us. In addition, he is authorised to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship. - Delivery Time
(1) The start of the delivery time specified by us requires the clarification of all technical questions.
(2) Compliance with our delivery obligations further requires the timely and proper fulfilment of the customer’s obligations. The defence of the unfulfilled contract remains reserved.
(3) If the customer is in default of acceptance or violates other obligations to cooperate, we are entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims remain reserved.
(4) If the conditions of paragraph (3) are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the point in time at which the customer is in default of acceptance or payment.
(5) We are liable in accordance with the statutory provisions if the underlying purchase agreement is a fixed-date transaction within the meaning of § 361 BGB or § 376 HGB. We are also liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that his interest in the further performance of the contract has ceased to exist.
(6) We are further liable in accordance with the statutory provisions if the delay in delivery is based on a wilful or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents is to be attributed to us. If the delivery agreement is not based on a wilful breach of contract for which we are responsible, our liability for damages is limited to the foreseeable damage that typically occurs.
(7) We are also liable in accordance with the statutory provisions if the delay in delivery for which we are responsible is based on the culpable breach of a material contractual obligation; in this case, however, the liability for damages is limited to the foreseeable damage that typically occurs.
(8) If the delay in delivery is only based on a culpable breach of a non-essential contractual obligation, the customer is entitled to demand a lump-sum compensation for delay of 3% of the delivery value for each completed week of delay, but not more than 15% of the delivery value. - Transfer of Risk – Packaging Costs
(1) Unless otherwise agreed in writing, the shipment is carried out by us at the buyer’s risk. We reserve the right to choose the transport route and the means of transport, unless otherwise agreed.
(2) The risk passes to the buyer upon handover of the goods to be delivered to the buyer, the forwarding agent, the carrier or the company otherwise designated for the execution of the shipment, but at the latest upon leaving our company premises.
(3) Transport and all other packaging in accordance with the Packaging Ordinance will not be taken back; pallets are excluded. The customer is obliged to dispose of the packaging at his own expense.
(4) In the event of a return of the goods for which we are not responsible, there is no insurance cover on our part; in this case, the customer bears the risk of the uninsured return of the goods - Warranty for Defects, Compensation for Damages
(1) The warranty rights of the customer require that he has duly complied with his obligations to inspect and give notice of defects owed under §§ 377, 378 HGB.
(2) If there is a defect in the purchased item for which we are responsible, we are entitled, at our discretion, to remedy the defect or to make a replacement delivery. In the event of rectification of the defect, we are obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labour and material costs, unless these increase because the purchased item has been taken to a place other than the place of performance.
(3) If the rectification of the defect/replacement delivery fails, the customer is entitled, at his discretion, to demand rescission (cancellation of the contract) or a corresponding reduction of the purchase price (reduction). If the purchased item lacks a warranted characteristic, we are liable in accordance with the statutory provisions of §§ 463, 480 para. 2 BGB for damages for non-performance.
(4) We are liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. If we are not accused of an intentional breach of contract, the liability for damages is limited to the foreseeable damage that typically occurs.
(5) We are liable in accordance with the statutory provisions if we culpably violate a material contractual obligation, but only for the foreseeable damage that typically occurs.
(6) In all other respects, liability for damages is excluded; in this respect, we are not liable in particular for damage that has not occurred to the delivery item itself.
(7) The mandatory provisions of the Product Liability Act remain unaffected.
(8) The warranty period is six months, calculated from the transfer of risk. The period is a limitation period and also applies to claims for compensation for consequential damage caused by a defect, unless claims are asserted in tort; the statutory limitation period applies to these. - Overall Liability
(1) Any further liability for damages than provided for in § 6 is excluded – regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from culpa in contrahendo, positive breach of contract or due to tortious claims in accordance with § 823 BGB.
(2) Claims for damages due to impossibility or due to inability remain unaffected.
(3) The same applies to the extent that liability is mandatory due to the provisions of the Product Liability Act.
(4) To the extent that liability for damages is excluded or limited in relation to us, this also applies with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents. - Retention of Title Security
(1) We reserve ownership of the purchased item until receipt of all payments from the business relationship with the customer. The transfer of possession only takes place with full payment of the respective invoice. In the event of breach of contract by the customer, in particular in the event of default in payment, we are entitled to take back the purchased item. The taking back of the purchased item by us does not constitute a withdrawal from the contract, unless we have expressly declared this in writing. The seizure of the purchased item by us always constitutes a withdrawal from the contract. After taking back the purchased item, we are entitled to utilise it, the proceeds of which are to be credited against the liabilities of the customer – less reasonable utilisation costs.
(2) The customer is obliged to treat the purchased item with care; in particular, he is obliged to adequately insure it at its new value against fire, water and theft damage at his own expense. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.
(3) In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can bring an action in accordance with § 771 ZPO. If the third party is not in a position to reimburse us for the court and out-of-court costs of an action in accordance with § 771 ZPO, the customer is liable for the loss incurred by us.
(4) The customer is entitled to resell the purchased item in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim that accrue to him from the resale against his customers or third parties, regardless of whether the purchased item has been resold without or after processing. The customer remains authorised to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application has been made to open bankruptcy or composition or insolvency proceedings or suspension of payments exists. If, however, this is the case, we can demand that the customer informs us of the assigned claims and their debtors, provides all information required for collection, hands over the associated documents and informs the debtors (third parties) of the assignment.
(5) The processing or transformation of the purchased item by the customer is always carried out for us. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. For the item created by processing, the same applies as for the purchased item delivered subject to retention of title.
(6) If the purchased item is inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer transfers co-ownership to us on a pro rata basis. The customer holds the resulting sole ownership or co-ownership in safe custody for us.
(7) The customer also assigns to us the claims to secure our claims against him that arise from the connection of the purchased item with a property against a third party.
(8) We undertake to release the securities to which we are entitled at the request of the customer to the extent that the realisable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is our responsibility. - Custom-Made Products
(1) For programs or parts of programs, for goods that are manufactured according to drawings, samples or other information provided by the customer, the customer assumes liability in the event of infringement of patent and other property rights of third parties and releases us from such claims.
(2) Our drawings, samples or models remain our property and may only be made available to third parties for viewing and with our written consent. Tools and devices remain our property, even if the customer has paid a pro rata share of the manufacturing costs. We undertake to keep moulds and devices for repeat orders. The storage obligation expires if no further orders are received from the customer within two years of the last delivery. The storage obligation expires immediately if the customer does not pay for the goods delivered to him or does not pay for them on time. - Place of Jurisdiction – Place of Performance
(1) If the customer is a merchant, our place of business is the place of jurisdiction; however, we are also entitled to sue the customer at his place of residence.
(2) Unless otherwise stated in the order confirmation, our place of business is the place of performance.
General Terms and Conditions of medentis medical GmbH · Rev 04
medentis GTC for download (PDF) (30.4 kB)
