General terms & conditions

§ 1     Offers and order placement

1.1    A contract of sale is created solely by our written confirmation or delivery of goods, which acts to define the content of this contract.

1.2    Collateral agreements, amendments and supplements to the contract are effective only if confirmed in writing on our part. The same applies to guarantees of characteristics and to waivers of the requirement to use the written form.

§ 2     Payment terms, prices

2.1    Prices apply ex works, and are exclusive of all ancillary costs and statutory VAT. Prices are stated in euros. Prices subject to change without notice.

2.2    If the payment date is missed, the customer undertakes to pay interest on the purchase price at the usual bank debit interest rate.

2.3    If the customer's financial circumstances and/or solvency worsen following contract conclusion, we are entitled to exercise our rights pursuant to section 321 of the German Civil Code (BGB) or the right of withdrawing partially or wholly from the contract.

§ 3    Retention of title, assignment

3.1    The customer may not assert counterclaims with the aim of refusing or withholding payment, nor claim a set-off, except in cases where we dispute neither the grounds nor the amount of such counterclaims, or where counterclaims are legally binding.

3.2    Customer claims against us may not be assigned without our consent.

§ 4    Delivery period, deadline expiry

4.1    The delivery period commences on receipt of our order confirmation by the customer.

4.2    The delivery deadline is met if the object of delivery has left our premises or its readiness for dispatch has been communicated before this deadline expires.

4.3    The delivery deadline is postponed commensurately to the circumstances in the event of industrial action – particularly strikes and lockouts – and if unforeseen hindrances outside our control should occur, insofar as such hindrances demonstrably exert a material influence on the manufacture or dispatch of the object of delivery. The same applies if our suppliers are affected by such events.

Nor are we made answerable by the abovementioned circumstances if these occur during an ongoing period of delay. Any contractual penalty agreed is not incurred under such circumstances.

4.4    Observation of the delivery deadline presupposes the customer's fulfilment of contractual obligations.

5    Transfer of risk and receipt, duty to inspect goods and report defects, acceptance

5.1    Risk is transferred to the customer no later than the dispatch of the delivery items. Note that this also applies if partial deliveries are made or we are providing other services. Returns are made at the customer's risk.

5.2    Partial deliveries may be made. 8.1 takes precedence.

5.3    The customer is to inspect the object of delivery thoroughly on receipt and report any defects or delivery errors, shortfall or excess in writing within 10 days. Such reports must be substantiated. The object of delivery is considered accepted on expiry of this period. For latent defects, the burden of proof lies with the customer.

5.4    Acceptance can be withheld only on account of material defects.

6    Retention of title

6.1    We retain title to the object of delivery until the settlement of all liabilities from the – present or future – business relationship (including all current account balance claims).

6.2    The customer may dispose of the object of delivery in the course of normal business, and, in the event of combination or intermixture with other items, transfers to us prorated title to the new thing. If sold, the customer assigns us the former's purchase price payment claim according to our prorated title to the sum of our invoice amount beforehand as a security. We hereby accept this assignment.

6.3    If the customer breaches the terms of the contract, especially payment terms, we are entitled to recover a delivery after issuing a demand notice and the customer is obliged to comply. Neither the exercising of our rights to retention of title nor our seizure of the object of delivery constitute withdrawal from the contract, insofar as the German Instalment Act (Abzahlungsgesetz) does not apply.

7    Liability for delivery defects

In the event of delivery defects, which include the lack of expressly guaranteed characteristics, our liability is as follows, to the exclusion of other claims, without prejudice to 8 and insofar as the object of delivery is not accepted on the terms of 5.3.

7.1    If evidence can be provided that such parts exhibit a defect for which we are culpable within 6 months of delivery, and if this defect was communicated to us without delay in writing, then all such parts are to be reworked or redelivered as we see fit. We acquire title to replaced parts. For material third-party products, our liability is limited to the assignment of liability claims that we are entitled to against our suppliers.

7.2    No liability is accepted for losses arising for reasons of natural wear and tear, improper usage or incorrect assembly, commissioning or handling, except where such losses are clearly ascribable to a fault on our part.

7.3    The customer is to provide us with time and opportunity sufficient to carry out all of the rework and replacement deliveries adjudged necessary within the limits of our discretion; failure to do so exempts us from our liability for defects.

7.4    The warranty given for the replacement item and rework is set at 3 months or the expiry date of the original warranty period for the object of delivery, whichever is the greater.

7.5    Any improper modification or servicing work conducted by the customer or a third party without our prior approval voids any and all liability for the consequences of such work.

7.6    Other claims on the part of the customer, particularly involving compensation claims for losses not arising from the object of delivery itself, are excluded.

8    Customer's right of withdrawal, other liabilities

8.1    The customer may withdraw from the contract if we are definitively unable to render full performance before transfer of risk. The same applies in the event of our inability. The customer may also withdraw from the contract in the event of placing an order for identical items where the performance of one part of the order is impossible in terms of quantity and the customer has a legitimate interest in rejecting a partial delivery; if this is not the case, the customer can reduce order payment correspondingly if both parties agree.

8.2    If the impossibility occurs during late acceptance or through fault of the customer, then the latter remains obliged to make payment.

8.3    The customer may withdraw following the expiry, without performance and through our fault, of the third appropriate extension granted to us by the former to provide rework or a replacement delivery to remedy a defect for which we are culpable on the terms of the delivery. The customer's right of withdrawal is also granted following our third failure to provide rework or a replacement delivery in other contexts.

9    Copyright

9.1    Our drafts, samples, models, tools and so forth are our intellectual property. Even if not prohibited from doing so by specific property rights, the customer may not engage in their copying, their use in other forms of reproduction, their passing to third parties in return for payment or no payment, nor their use in any other way than that stated in the agreement concluded.

9.2    The customer bears liability for orders placed to the former's specifications (incl. drawings, samples). Property rights are not infringed in this case.

10    Place of jurisdiction, law, applicability of these T&Cs

10.1    German law applies. Place of fulfilment is Hannover.

10.2    Counterparty T&Cs are invalid, also in the event of the matter not being governed by these T&Cs.

Mälzer Dental GmbH & Co. KG

Steinhude, October 2019

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