The following general terms and conditions of
Dental Concept Systems GmbH
Gieselwerder Str. 2
D – 34399 Wesertal
apply for merchants, entrepreneurs and consumers. You can find Dental Concept Systems GmbH’s general terms and conditions on our website at https://www.bredent-digital-workflow.com/allgemeine-geschaeftsbedingungen/
1.1 Dental Concept Systems’ deliveries, services and offers are made solely on the basis of these terms and conditions. They also apply to all future business relationships, even if they have not been explicitly agreed. The terms and conditions will be considered accepted at the latest upon acceptance of the goods and associated services, or upon the signing of a contract. Confirmations to the contrary by the customer with reference to their terms and conditions are hereby expressly excluded.
1.2 Consumers in the sense of these terms and conditions are natural persons who enter into a legal transaction for purposes that predominantly are outside their trade, business or profession (Section 13 of the German Civil Code).
1.3 Entrepreneurs in the sense of these terms and conditions are natural or legal persons or partnerships with legal personality who or which, when entering into a legal transaction, act in exercise of their trade, business or profession. (Section 14 of the German Civil Code).
1.4 These conditions of sale shall also apply if Dental Concept Systems makes a delivery to the customer without reservation in the knowledge that the customer’s terms and conditions conflict with or deviate from these terms and conditions.
- Entering into a contract and object of the contract
2.1 Our offers are subject to change without notice and are non-binding. This also applies, in particular, to offers in brochures, advertisements, on our website and other advertising material. We reserve the right to make reasonable technical changes within the scope of technical progress. Information merely contained in catalogues and information on websites is not binding and may no longer be up-to-date in this sense.
2.2 Dental Concept Systems may withdraw an offer at any time until a customer order has been accepted in writing. Such withdrawal must occur no later than four weeks after receipt of the order. If no written withdrawal has been received within this period, the order will be deemed to have been accepted. An order is also considered accepted if it is invoiced within this period.
2.3 Receiving an order by telephone or fax does not constitute binding acceptance by Dental Concept Systems. In this case, the purchase agreement will only come into effect when an order confirmation is sent.
2.4 The signing into a contract is subject to correct and timely supply to us. If goods are unavailable or only partially available, the customer will be informed immediately. In the event of unavailability, the consideration will be refunded immediately.
2.5 Dental Concept Systems is entitled to assign parts of the order or the complete order to third parties. Customer approval is not required for this.
- Order performance, acceptance
3.1 Works carried out according to the customer’s specifications are carried out by Dental Concept Systems under the terms and conditions defined in a separate order.
3.2 The customer must accept the work within the period established by Dental Concept Systems. If this period expires without acceptance of the work even though the customer was obliged to accept the service, the service will be considered accepted.
3.3 Commercially standard deviations from colour, dimension or quantity specifications do not entitle the customer to withdraw from the contract or refuse acceptance.
3.4 Dental Concept Systems has the right, from the time of notification of readiness for dispatch, to charge a storage fee of one percent (1%) of the net order value for each month or part thereof, or to store the goods elsewhere at the customer’s expense.
- Terms of delivery
4.1 Deliveries will be EXW according to Incoterms 2010. The customer is responsible for contracting transport insurance.
4.2 The delivery dates specified in the order and order confirmation are, as expected delivery dates, non-binding.
4.3 Compliance with “binding delivery dates” confirmed in writing is subject to defect-free and timely delivery to us by our suppliers.
4.4 Binding delivery periods and deadlines confirmed in writing will be deemed to have been complied with if the goods have left Dental Concept Systems’ warehouse by the end of said delivery periods or deadlines, or if the goods cannot be dispatched on time for reasons that are not the fault of Dental Concept Systems, but readiness for dispatch has been notified.
4.5 The start of the delivery period specified by Dental Concept Systems requires timely and correct fulfilment of the customer’s obligations arising from the entire business relationship, as well as the clarification of all technical questions and fulfilment of all existing cooperation obligations.
4.6 Dental Concept Systems is entitled to make partial deliveries.
4.7 If, despite reasonable diligence, Dental Concept Systems is prevented from fulfilling its obligation due to force majeure, in particular due to the occurrence of unforeseeable exceptional circumstances such as war, internal unrest, acts of terrorism, confiscation or other acts of public violence, strikes, lockouts and other labour disputes, general shortage of raw materials, consumables and supplies, damage to machinery, machine breakdown and other malfunctions, natural events or other circumstances for which Dental Concept Systems is not responsible and which can only be remedied with unreasonable expense and effort, including if they happen to suppliers and subcontractors, the delivery period will be extended appropriately. If, in such circumstances, it is not possible for Dental Concept Systems to deliver or perform its obligations, Dental Concept Systems will be released from its duty of performance.
4.8 If the Customer does not confirm acceptance in a timely manner or culpably breaches other cooperation obligations, Dental Concept Systems shall be entitled to claim compensation for any damages incurred as a result, including any additional expenses. Further claims or rights are reserved.
4.9 Dental Concept Systems is liable in accordance with the legal regulations if the delay in delivery is due to an intentional or grossly negligent breach of contract for which Dental Concept Systems is responsible. Dental Concept Systems is responsible for any fault of their representatives or vicarious agents. Insofar as the delay in delivery is due to a grossly negligent breach of contract for which Dental Concept Systems is responsible, liability for damages is limited to foreseeable typical damages.
4.10 Dental Concept Systems is also liable in accordance with the legal regulations insofar as the delay in delivery for which Dental Concept Systems is responsible is due to the culpable breach of a material contractual obligation. In this case, however, liability for damages is limited to foreseeable typical damage.
4.11 Dental Concept Systems’ liability in the event of delay in delivery is, within the framework of a flat-rate compensation for delay, limited to of 0.5% of the value of the delivery in arrears for each completed week of delay, up to a maximum of 5% of the value of the delivery in arrears.
4.12 Dental Concept Systems is free to choose the shipping and packaging method. Dental Concept Systems will invoice the customer separately for packaging costs. Packaging materials must be disposed of by the customer.
4.13 Insofar as the customer requests different packaging, they must bear the additional costs incurred as a result.
4.14 If shipment or acceptance is delayed or made impossible by a circumstance for which the customer is responsible and through no fault of Dental Concept Systems, the risk shall be transferred to the customer upon dispatch of the notification of readiness for dispatch or acceptance. The customer is liable for all damages and additional costs incurred.
- Prices and payment terms
5.1 The prices quoted are subject to change and are net prices in euros. For orders in a foreign currency, the currency rates specified in the order/contract apply.
5.2 Prices are EXW according to Incoterms 2010, excluding packaging, transport and, if applicable, insurance. These are invoiced separately.
5.3 The prices valid on the date the contract was entered into or those agreed by the parties will be invoiced. If goods cannot be delivered for more than four (4) months after a contract is entered into as a result of circumstanced for which the customer is responsible, then the prices valid at the time of delivery must be paid.
5.4 Dental Concept Systems’ invoices are due and payable immediately upon receipt without deduction.
5.5 Notwithstanding any provisions to the contrary, Dental Concept Systems is entitled to initially offset payments against older outstanding debts. Dental Concept Systems will inform the customer of the type of invoicing. If costs and interest have already been incurred, Dental Concept Systems is entitled to first offset incoming payments against said costs, then against said interest, and finally against the main service.
5.6 Payment shall not be deemed to have been made until Dental Concept Systems is in possession of the amount. In the case of payment by cheque, payment will be deemed to have been made when the cheque has been cashed by a bank.
5.7 If the Customer falls into arrears, Dental Concept Systems will be entitled to charge interest on arrears in accordance with the legal regulations from this time onwards.
5.8 Offsetting against Dental Concept Systems can only be done with legally established, undisputed claims or claims recognised by Dental Concept Systems.
5.9 In the event of an early termination of a contract by the customer, the customer must pay the full amount due for the services provided by Dental Concept Systems up to that point. Damages incurred by Dental Concept Systems as a result of unauthorised early termination of a contract must be paid by the customer.
5.10 Insofar as Dental Concept Systems provides services, the conditions of the services can be adapted to the general price increases. The customer will be notified in writing of price changes at least one month in advance. In the event of an increase of more than 10% for services, the customer is entitled to terminate service agreements at the end of a month within a period of one month from receipt of the request for the price increase.
6.1 The creditworthiness of the customer is a prerequisite for Dental Concept Systems to have an obligation to deliver. If, after entering into the contract, Dental Concept Systems receives information that the granting of credit to the value of the order volume is not guaranteed, Dental Concept Systems is entitled to demand, notwithstanding agreements to the contrary, advance payments, provision of a security or cash payment.
6.2 Dental Concept Systems is entitled to terminate existing contracts for good cause if it receives negative credit information that calls into question whether the customer can fulfil its contractual obligations. The customer must pay for any resulting damages incurred by Dental Concept Systems. This also applies, in particular, if enforcement measures have been taken against the customer’s assets, an application for insolvency proceedings has been filed or such proceedings have been opened.
6.3 Dental Concept Systems will also be entitled to terminate the contractual relationship without notice if the customer is in default with one of its obligations arising from the contractual relationships binding the parties and this situation is not remedied within the set period despite a reminder.
- Retention of title
7.1 The delivered goods shall remain the property of Dental Concept Systems until the agreed purchase price has been paid in full.
7.2 If the customer is an entrepreneur or merchant, Dental Concept Systems will retain ownership of the goods until all outstanding receivables from the ongoing business relationship have been settled in full.
7.3 Dental Concept Systems will be entitled to take back the delivery item in the event of a payment default or the financial collapse of the Customer. If Dental Concept Systems takes back goods, this will constitute withdrawal from the contract. Dental Concept Systems will be entitled to make use of the delivery item after taking it back. The proceeds from usage must be offset against the customer’s liabilities (less reasonable usage costs).
7.4 In the event of seizures or other interventions by third parties, the customer must inform Dental Concept Systems immediately in writing so that Dental Concept Systems can file a claim in accordance with Section 771 of the German Code of Civil Procedure. Insofar as the third party is unable to reimburse Dental Concept Systems for the legal and extrajudicial costs of a claim according to Section 771 of the German Civil Code, the customer will be liable for the costs incurred by Dental Concept Systems.
7.5 If the customer is an entrepreneur or merchant, they are entitled to resell the delivered goods in the ordinary course of their business. However, they hereby assign to Dental Concept Systems all receivables (including VAT) up to the value of Dental Concept Systems’ receivables resulting from the resale to their buyers or third parties, regardless of whether the delivery item was resold without or after processing. The customer remains authorised to collect these receivables even after the assignment. Dental Concept Systems’ authorisation to collect the receivables itself remains unaffected. Dental Concept Systems undertakes, however, not to collect the receivables as long as the customer fulfils their payment obligation from the revenues received, has not defaulted on any payments and, in particular, no application for the opening of administration or insolvency proceedings has been filed, and there has been no cessation of payments. However, if this is the case, the customer is obliged to inform Dental Concept Systems of the receivables assigned and their debtors, to provide all information required for collection and to hand over all documents.
7.6 If the customer is an entrepreneur or merchant, the processing or alteration of the delivery item by the customer is always carried out for dental concept systems. If the delivery item is processed with other items not belonging to Dental Concept Systems, Dental Concept Systems acquires co-ownership of the new item in proportion to the value of the goods (final invoice amount including VAT) to the other items processed at the time of processing. Incidentally, the same applies for the item resulting from processing as for the goods delivered under reservation of title.
7.7 If the delivery item is inseparably mixed with other items not belonging to Dental Concept Systems, Dental Concept Systems acquires co-ownership of the new item in proportion to the value of the goods (final invoice amount including VAT) to the other items mixed at the time of mixing. If the mixing is done in such a way that the customer’s item must be considered the main item, it is considered agreed that the customer shall assign co-ownership to Dental Concept Systems proportionally. The customer will hold the sole ownership or co-ownership for Dental Concept Systems.
7.8 Dental Concept Systems undertakes to release the securities to which it is entitled at the customer’s request provided that the realisable value of the securities exceeds the receivables to be secured by more than 10%. Dental Concept Systems is responsible for selecting the securities to be released.
7.9 After a justified withdrawal from the contract by Dental Concept Systems, the customer must return the goods subject to the retention of title to Dental Concept Systems. If the customer does not return the goods, or does not return them immediately, Dental Concept Systems may also collect the goods, or have them collected, from the customer’s premises without a legally binding title. The costs will be paid by the customer.
- Claims for defects
8.1 A material defect exists if the services do not meet the contractually agreed quality or are not suitable for the contractually agreed use.
8.2 If the customer is an entrepreneur or merchant, they must duly comply with their commercial inspection and reporting obligations. They must inform Dental Concept Systems of defects in the goods immediately and in writing by registered letter.
8.3 If the customer is a consumer, claims for defects will become time-barred two (2) years after the transfer of risk. This does not apply if Dental Concept Systems has acted with intent or gross negligence or in the event of injury to the customer’s life, body or health.
8.4 If the customer is an entrepreneur or merchant, claims for defects will become time-barred after one year. This does not apply if Dental Concept Systems has acted with intent or gross negligence or in the event of injury to the customer’s life, body or health.
8.5 Changes in the performance of the services and other changes for reasons of technical progress do not constitute defects.
8.6 If there is a defect, Dental Concept Systems may either rectify the defect or make a replacement delivery at its discretion. Dental Concept Systems shall be responsible for parts and labour costs in the case of the rectification of defects.
8.7 In the event of delivery of a replacement item, Dental Concept Systems may require the Customer to return the defective item in advance.
8.8 If Dental Concept Systems does not successfully effect a cure within a reasonable period that allows at least two attempts at repair, the customer will be entitled to set Dental Concept Systems a reasonable final grace period that allows at least two repair attempts. If the repair is still unsuccessful after this final grace period, the customer is entitled, at their discretion, to reduce the remuneration it pays or to withdraw from the contract.
8.9 The cure will not be deemed to have failed after the second repair attempt. Instead, Dental Concept Systems is free to decide on the number of repair attempts during the established grace periods.
8.10 Waiting for deadlines and the setting of deadlines by the customer is not mandatory if this is not reasonable for the customer, in particular if Dental Concept Systems finally and definitively refuses to effect a cure.
8.11 There is no liability for defects if the customer has not given Dental Concept Systems the opportunity to repair or replace the goods supplied within a reasonable period of time.
8.12 If operating or maintenance instructions are not followed, modifications are made to the goods, parts are processed or replaced by the customer or unauthorised third parties, or if the customer or an unauthorised third party carries out other work on the goods, the warranty does not apply provided that this is the cause of the defect. The same applies for errors resulting from excessive stress or incorrect handling that deviates from the product specifications.
8.13 Dental Concept Systems does not provide any warranty for the condition of the item beyond the statutory right to have defects rectified or that the item will retain a certain condition for a certain period of time, unless this has been expressly agreed in writing in advance.
8.14 If the review of the notification of defects reveals that there is no warranty claim, the costs must be paid by the customer.
8.15 In the event of a justified withdrawal from the contract, Dental Concept Systems is entitled to demand appropriate compensation for the benefits derived by the customer from the use of the goods up to the time of the cancellation. An appropriate deduction from the compensation for use will be made to compensate for the impairment of use resulting from the defect that led to the withdrawal from the contract.
9.1 Dental Concept Systems is liable in accordance with the legal regulations for culpable breach of material contractual obligations. Liability is excluded in the event of ordinary negligent breaches of non-material contractual obligations.
9.2 Insofar as the customer is entitled to compensation for damage instead of performance, Dental Concept Systems’ liability is limited in principle to compensation for foreseeable typical damage.
9.3 Liability for injury to life, limb or health remains hereby unaffected. This also applies for compulsory liability in accordance with the German Product Liability Act and liability due to fraudulent concealment of a defect or the acceptance of a warranty.
9.4 Further liability is excluded irrespective of the legal nature of the claim asserted. Dental Concept Systems will, in particular, not be liable for damage not caused to the goods themselves, for example the loss of profit and other financial losses.
9.5 Insofar as liability is excluded or limited, this also applies to the personal liability of employees, workers, staff, representatives and vicarious agents of Dental Concept Systems.
9.6 Liability according to the German Product Liability Act remains hereby unaffected.
- Industrial property rights, software use
10.1 Dental Concept Systems will remain the owner of all copyright and usage rights to cost estimates, work plans, design drawings, presentations, e.g. for manufacturing processes, as well as all illustrations, drawings, records, construction and circuit diagrams and other documents provided to the customer in written or electronic form in the course of order fulfilment and produced by Dental Concept Systems. They may not be disclosed to third parties or used by the customer without the permission of Dental Concept Systems. Upon request by Dental Concept Systems, they must be returned with the assurance that no copies have been made. The customer must also impose this obligation on its employees. The customer will be liable for any use of the information in their possession that breaches these conditions.
10.2 The customer is responsible for ensuring that any design drawings it submits do not interfere with property rights of third parties. Dental Concept Systems is not obliged to check with the customer whether any industrial property rights of third parties are infringed by the submission of offers on the basis of submitted working drawings in the event of performance. If Dental Concept Systems nevertheless assumes liability, the customer must hold Dental Concept Systems harmless against claims for recourse. If third parties prohibit, in particular, the manufacture and delivery of such items on the basis of industrial property rights, Dental Concept Systems is entitled – without being obliged to review the legal situation – to cease any further related activity and to claim compensation if the customer is at fault.
10.3 Dental Concept Systems retains ownership of and copyright to illustrations, drawings, calculations and other documents. Third-party rights to these documents are not affected. The documents may not be made accessible to third parties or reproduced, unless Dental Concept Systems gives the customer their express written permission.
10.4 Insofar as software is included in the delivery, the customer is granted a non-exclusive and non-transferable right to use the delivered software including its documentation. Software is provided exclusively for use with the delivery item intended for this purpose. Use, reproduction, revision or translation of the software as well as conversion of object code into source code is not permitted.
- Data protection
Dental Concept Systems uses the personal data provided by the customer (name, address, e-mail address, telephone number) confidentially and in accordance with the provisions of the German Federal Data Protection Act and the German Teleservices Data Protection Act. The data required for the processing of the order is stored and, if necessary, passed on to vicarious agents in the context of the performance of the order. Dental Concept Systems further reserves the right to use this data as permitted for its own advertising purposes (e.g. sending of informative material). The customer is entitled to request information about the status of their stored data at any time and to object to the use, processing or transmission of their data by Dental Concept Systems for marketing purposes. Upon receipt of the objection or revocation, Dental Concept Systems must immediately stop sending advertising material.
- Place of performance, place of jurisdiction, applicable law
12.1 For merchants, the place of jurisdiction and place of performance for the rights and obligations of both parties arising from the contracts is Ulm.
12.2 In the case of merchants, claims arising from mutual business relationships with merchants must be asserted within 6 (six) months after they arise.
12.3 The law of the Federal Republic of Germany applies. The UN Convention on Contracts for the International Sale of Goods does not apply.
- Final provisions
13.1 Amendments or addenda to these contractual terms and conditions and the contracts binding the parties, including all annexes, must be made in writing in order to be effective. This also applies to the requirement for the written form itself.
13.2 Without the prior written consent of Dental Concept Systems, the customer is not entitled to transfer and/or assign rights and obligations arising from the contractual relationships binding the parties to third parties.
13.3 If, during the term of the contract, circumstances arise that significantly affect the technical, legal or economic effects of the contract such that the performance and consideration are no longer proportionate to each other, each contractual partner may request that the contract be adapted to the changed conditions.
13.4 Should individual provisions of these terms and conditions of sale be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid, void or unenforceable provision shall be replaced by a provision which comes as close of possible to the economic sense and purpose of the original provision. This also applies in the event of a loophole.