General Terms and Conditions (GTC)
of the company DCI-DENTAL CONSULTING GMBH, Kiel
(as at: November 2006)
§ 1 Scope and subject of the agreement
(1) Out GTC apply to the supply of movable items as defined in the agreement concluded by us and the client.
(2) Our GTC apply exclusively; we do not recognize any conditions stipulated by the client that contradict or deviate from our GTC, unless we have given our express written approval of such conditions. Out GTC also apply if we carry out the delivery of items without reservation despite being aware of conditions stipulated by the client that contradict or deviate from our General Terms and Conditions.
§ 2 Offer and contractual relationship
The client’s order represents a written offer. Orders can be made in writing by fax or email or over the Internet. If the order is not expressly confirmed by us, the dispatch of the goods qualifies as acceptance of the order.
§ 3 Lists of goods and prices
(1) Lists of goods and prices in the DCI-DENTAL CONSULTING GMBH catalog are subject to alteration. The DCI-DENTAL CONSULTING GMBH conditions and prices that are valid at the time the order is made apply, subject to any mistakes and printing errors.
(2) Owing to legal restrictions, not all of the products offered are available outside the European Union. We will always inform the client without delay if this is the case.
(3) The prices given in the catalog are net (VAT, if applicable, is not included).
§ 4 Delivery
(1) The delivery of goods is "ex works”. Partial deliveries can be made and charged for.
(2) All postage and packing costs, duties and bank fees or other national and international trade fees shall be paid by the client.
(3) If the delivery is not received on time and this is the fault of the client, we can choose either to set a 10-day deadline or withdraw from the agreement or demand compensation.
§ 5 Extension of delivery time
(1) In the case of Acts of God or interruptions to operations through no fault of either party that last longer than a week, the acceptance deadline shall be extended appropriately for the duration of the disturbance.
(2) If such disturbances occur, the other party is entitled to withdraw from the agreement on two weeks' notice.
(3) Compensation shall not be paid in such cases.
§ 6 Terms of payment
(1) An invoice is issued on the day of delivery or on the day the goods are made available.
(2) The payment deadline is 14 days from the invoice date. If payment is made within 5 days of the invoice date, we grant a 2% discount.
(3) For online orders and deliveries abroad, payment must be made in advance. Such payments must be made by bank transfer.
(4) The client shall only have a right of set-off if its counterclaim is established with legal effect, undisputed or accepted by us. The client is only authorized to exercise a right of retention if its counterclaim is based on the same contractual relationship.
§ 7 Late payment
(1) The statutory provisions on the consequences of late payment apply. Interest of 8% above the relevant European Central Bank base rate is charged on arrears. If a client falls into arrears, it shall also be charged the cost of warning letters.
(2) Until full payment of the outstanding invoiced amount plus interest on arrears has been paid, we shall make no further deliveries and may demand payment in advance.
(3) If an invoiced amount falls into arrears, all other invoiced amounts shall immediately fall due.
§ 8 Liability for defects
(1) If the client is a retailer we will only accept liability for defects if the client inspects the item immediately on receipt and reports any visible defect immediately after the inspection, and any hidden defect immediately on discovery, in writing and with specific details of the defect (§ 377 HGB).
(2) If the client is a businessperson, he or she must report visible defects to us in writing within two weeks of the defect appearing. If the report is not made within the deadline, the guarantee rights are lost, unless we were silent about the defect in bad faith or issued a guarantee for the state of the item.
(3) If there is a defect, we reserve the right to choose the mode of subsequent performance.
(4) Defect claims cannot be made if there are only insignificant deviations from the stated condition, or if usability is only compromised to an insignificant extent.
(5) The guarantee period lasts for one year. The period of limitation in case of a delivery pursuant to §§ 478,479 BGB is not affected. This does not apply if a compensation claim is made because of defects. § 9 applies in the event that a compensation claim is made because of defects.
(6) We shall not issue the client with a guarantee in the legal sense.
§ 9 Liability for damages/loss
(1) Our liability for infringement of contractual obligations and for offences is restricted to willful misconduct and gross negligence. This does not apply to injury to the life, body and health of the client, claims based on infringement of cardinal obligations, or compensation for damage caused by delay/default (§ 286 BGB). In these cases we accept liability for every degree of fault.
(2) The exclusion of liability detailed above also applies to slightly negligent infringement of obligations by our subcontractors.
(3) Where liability for loss/damage not based on injury to the client’s life, body or health is not excluded for slight negligence, related entitlements to claim expire one year after the date on which the entitlement arose. In the case of compensation claims for defective goods, this one-year period begins on the date the goods were delivered.
(4) Where our liability for loss/damage is excluded or limited, our employees’, representatives’ and subcontractors’ personal liability for loss/damage is also excluded.
(5) We accept no liability for frost damage.
§ 10 Retention of title
(1) The goods delivered remain our property until all our claims against the client have been paid in full, even if the actual goods themselves have already been paid for.
(2) The client is entitled to resell the goods or dispose over them in any other way as long as this is done in the course of normal business relations and as long as the client does not fall into arrears with its obligations to us. If reserve goods are manufactured, we shall have a right to co-ownership of the new goods that is determined by the ratio of the value of the goods to the value of the other manufactured items, but at least to the level of the claim. The client shall assign to us all claims arising from the resale of goods, including all ancillary rights and any collateral. If the value of the collateral exceeds our claims against the client by more than 20%, we must on the client’s request release the appropriate amount of the collateral of our choice.
(3) The pledging or transfer of title of reserved goods to third parties is not allowed.
(4) The client must notify us immediately of any third party debt enforcement measures in relation to the reserved good, and must provide us with all the necessary documentation for an intervention; this also applies to any other type of impairment. The client must independently inform the third party in advance of the rights attaching to the goods. The client must pay the cost of the intervention if the third party is not in a position to meet these costs.
§ 11 Limitation of own claims
Contrary to § 195 BGB, our claims for payment expire in five years. The start of the period of limitation is as defined in § 199 BGB.
§ 12 Form of representations
Legal representations and charges made against us by the client or a third party must be in writing.
§ 13 Place of performance, applicable law and place of jurisdiction
(1) The place of performance and place of payment is our domicile, unless otherwise specified in the agreement.
(2) The national law of the Federal Republic of Germany shall apply to this agreement. UN purchasing law does not apply.
(3) The exclusive place of jurisdiction for agreements with businesses is the competent court for our domicile.
(4) We also reserve the right to take legal action before the competent court for the client or before any other court that may be competent under national or international law.
§ 14 Effectiveness of provisions
If individual provisions are or become ineffective, or if the provisions contain a loophole, this shall not affect the effectiveness of the other provisions. In such event, an effective provision, the effect of which is the closest possible to the commercial effect of the ineffective provision, shall be deemed to be agreed. The same applies in the case of a loophole.
With reference to §13 of our GTC, German law shall apply. The responsible court is the court at the domicile of DCI-Dental Consulting GmbH.
