General Terms and Conditions
1. General Terms
a) Each contract is to be concluded in accordance with the following terms of delivery
2. Place of fulfillment, jurisdiction
a) Place of fulfillment for both parties is Wennigsen, sole jurisdiction is also Wennigsen.
b) Everything is subject to German law.
3. Passing of risk and receipt of the goods
The risk passes to the ordering party upon dispatch of the parts to be delivered at
the latest, including in such cases in which part deliveries are effected, or in which the
supplier assumes further responsibilities, such as dispatch costs or transportation and
4. Prices and payment
a) In the absence of any other special agreement, prices apply ex-works, excluding
packaging, freight, insurance. The mandatory rate of value-added tax is to be added to
the prices in each case.
b) Withholding of payment or offsetting of payments against any counterclaims of the
ordering party which are contested by the supplier and which have not been recognised
by declaratory judgement are not admissible. Invoices are to be made out in
c) The seller is bound to the agreed contractually prices for the period of 6 weeks after
the conclusion of the contract.
d) Invoices are payable within 10 days after date of invoice without any deduction.
e) Particular payment terms have to be concluded in written by both parties.
f) The supplier is entitled, after prior dunning notice, to charge interest on defaulted
payment at the rate of 5% above the valid discount rate of the German Central Bank,
for invoices not yet paid.
5. Reservations of ownership
a) The supplier retains the title to the object to be delivered until all payments due in ac
cordance with the supply contract have been received. The ordering party hereby
assigns this claim to the supplier. The supplier accepts the assignment.
b) If the supplier has carried out repair work only for the ordering party, the ordering
party assigns his claim against his contracting partner to the supplier, until final
settlement of the amount of repair costs owed to the supplier. The ordering party
undertakes to notify the supplier of the final purchaser on request.
c) The ordering party is not allowed to pledge or to transfer ownership of the object to
be delivered as security. The ordering party is to inform the supplier immediately of
any case of seizure, confiscation or other disposal of the object by a third party.
d) In the event of any behaviour in breach of the contract on the ordering party, in
particular in the case of default in payment, the supplier is entitled to take back the
object delivered after issuing a demand for payment, and the ordering party is obliged
to return the object concerned at his own charge.
6. Liability for defects in the delivery
The supplier is liable for any defects in the delivery, which include the absence of
characteristics which have been expressly guaranteed, as follows:
a) All those parts of the object of the contract which prove to be unusable o the usability
of which proves to be not insignificantly diminished within six months after passing of
the risk, are to be repaired or replaced free of charge, at the choice of the supplier,
insofar as the defect originates from a condition prior to passing of the risk. The
supplier is to be notified immediately in writing in the event of any such defects being
established. Any replaced parts become the property of the supplier.
b) The right of the ordering party to assert claims resulting from defects becomes
statute-barred in all cases six months from the time of punctual notification, but upon
expiry of the warranty period at the earliest.
c) No responsibility is accepted for damage occurring as a result of the following
reasons: Inappropriate or incorrect use, incorrect assembly or starting-up by the
ordering party or third parties, natural wear and tear incorrect or neglectful treatment,
unsuitable fuels, replacement materials, chemical, electronic or electrical influences,
insofar as they are not accountable to fault on the part of the supplier.
d) Liability does not apply to the consequences of any modifications or overhauling
work carried out by the ordering party incorrectly or without prior permission from the
e) Any further claims by the ordering party, in particular claims for damages, which do
not arise on the object to be delivered itself, are excluded. This exclusion of liability
does not apply in the event of damage being caused intentionally or by gross negligence
on the part of the owner or executive personnel, nor in the absence of expressly
warranted characteristic, if the purpose of the warranty is to cover the ordering party for
damage occurring not on the object to be delivered itself.
7. Return of delivered goods
In the event of delivered goods being returned by the ordering party in agreement
with the producer or if an order of already produced goods is cancelled, the producer
is entitled to charge 20% of the gross price of the order as an administrative fee,
unless return of the goods takes places on the basis of the warranty or due to incorrect
delivery on the part of the producer.
a) The submitted repair objects have to be free from unhealthy viruses and germs, especially
the instruments from the dentists have to be sterilized before sending them in.
b) Repair objects which were sent in without mentioning the defects, will be checked.
Determined defects will be eliminated.
c) Looking for the defect requires time, therefore the incurred cost will be charged,
- the defect complained about did not occure by testing it,
- the needed spare part can not be obtained,
- by cancelling the order during carrying out.
d) If the repair should not be carried out, the repair objects does not have to be turned
into to original condition.
e) The costs of the repair, which were mentioned in the costs estimate, refer to each
mentioned work and to the listed spare parts. The final costs can only be determined
by repairing the object. In the event, that the cost estimate would be much higher then
expected, a notification will be given before finishing the repair.
f) If a repair should not being carried out the transportation costs have to be paid by the
g) Non-approved repairs to be discarded after 12 months without notice.
Insurance is covered up to 500,- € for repaired parts and supplies of new goods.
Above 500,- € the risk of damage and loss has to be taken by the customer.
10. Concluding clause
a) Any different or supplementary agreements are effective only when confirmed
b) In the event of any of the above individual conditions becoming legally ineffective,
the content remains otherwise valid.