These are the Terms and Conditions for Sale and Delivery of the American Dental Systems GmbH

I. Terms and conditions

1. Date of contract
1.1. Any of our sales and deliveries to non-consumers (Traders within the meaning of section 14 of the German Civil Code (BGB)), hereinafter referred to as “Contract Partner”, shall be governed exclusively by these Terms and Conditions. Our offer is addressed exclusively to trade partners for commercial purposes (including in particular clinics, dentists, dental laboratories, etc.). The Contract Partner undertakes to provide truthful information.
1.2. Any own terms and conditions of the Contract Partner shall not apply.  
1.3. Contracts for delivery can be concluded in the following manner:
•    by way of a written order using telefax, email or the online shop, or 
•    by way of a telephone order or a personal order (using our hotline, placing an order with our sales representatives, or placing an order at an event/fair). Any order shall be confirmed by us at least in text form as defined in section 126b of the BGB. The content of the contract is set out in the contract confirmation or invoice.

2. Prices and payments
2.1. The applicable price lists are those current at the time of concluding the contract.
These can be viewed at any time in our online shop at: https://www.adsystems.de/shop/. Changes to the prices can be caused by matters such as changes in currency exchange rates and/or price adjustments from the suppliers.
2.2. The prices are subject to change and do not include statutory VAT.
2.3. Our invoices are due immediately, unless otherwise agreed.
2.4. Any offsetting of claims may only take place in cases where such claims are undisputed or have been conclusively legally determined.

3. Freight and shipping costs
Where a delivery is made to the Contract Partner, the freight and shipping costs actually incurred shall be charged ex our warehouse or, in the case of direct delivery, ex the factory/warehouse of the upstream supplier, and shall be paid by the Contract Partner.

4. Transfer of risk
The risk is transferred at the point in time when the ordered goods are handed over to the freight company or the shipper (sale by despatch).

5. Force majeure
In cases of force majeure (including war, war-like conditions and situations beyond our control, such as strikes, blockades, import/export restrictions, energy/commodity shortages, cyber-crime attacks or similar) and which affect the performance of the contract, we shall be entitled to postpone the delivery in accordance with the duration and, in the event of longer-term delays, to withdraw from the contract in whole or in part without this giving rise to any claims against us.

6. Retention of title
6.1. Until such time as the goods have been paid in full, they shall remain our property.
6.2. Extended retention of title: The Contract Partner shall be authorised to process/use or resell the goods in the course of normal practice or business operations. In such cases, the retention of title shall be replaced by the assignment of the claim which the Contract Partner acquires through the processing or use of the goods, for example in the context of dental treatment, or through resale. If this claim is higher than our material purchase price claim, the amount of the assigned claim shall be limited to a partial amount, ranked in first priority, and corresponding to the amount of our unpaid purchase price (partial assignment).

7. Invoicing, written communications
Irrespective of the format in which the order was placed, any correspondence and invoicing shall be carried out electronically, unless the Contract Partner expressly requests in writing that invoices be issued in paper form.

8. Return of goods
We are generally under no obligation to accept any returns of goods. Any returns we do accept shall be accepted on a discretionary basis and with no acknowledgement of any legal obligation to do so.

9. Liability and compensation for damage
9.1 We shall only be obliged to pay damages for any losses which are attributable to us and which go beyond the defectiveness of goods delivered by us or the service offered by us in the following cases:

·        Where we have breached a so-called cardinal obligation, with our liability limited to the foreseeable damage typical for the contract

·        Where we have acted in an intentional or grossly negligent manner or in the event of injury to the body or health of a person with our liability limited in accordance with the statutory provisions

·        If there is a mandatory statutory liability, such as under the Product Liability Act, and under a warranty, if a defect covered by the warranty triggers liability.

9.2 In all other cases, liability shall be excluded. Any exclusion or limitation of liability shall also apply in respect of the liability of our employees, representatives, vicarious agents, and legal representatives.

9.3. In the event that any damage or losses arise as a result of the improper use of products by the Contract Partner, contrary to the information in the respective instructions for use, liability for any such damage or losses shall be excluded. This shall apply in particular if products are used for indications that are not described in the instructions for use.

10. Specific contractual provisions for attendance at workshops/congresses/seminars (hereinafter referred to as events)
10.1. Attendance at our events shall be governed by the following provisions. Any attendance conditions the Contract Partner (participant) may have shall not be applicable.
10.2. Any registration to attend an event shall be made at least in text form as defined in section 126b of the BGB. The available places shall be allocated in the order in which registrations are received.
10.3. The contract regarding attendance at one of our events shall be concluded by way of our confirmation, sending of an invoice and payment thereof by no later than seven weeks before the event begins.
10.4. You can cancel your attendance up to six weeks before the event is due to begin. In this case, a fixed cancellation fee of € 100.00 is payable. This will be deducted from the refund of the amount already paid for the event. This cancellation fee is waived, if you register for another event. If you cancel your attendance between six weeks and 14 days before the start of the event, half the participation fee falls due, and if you cancel later than that, the full fee must be paid. It is possible to transfer your booking to another participant, in which case this will not count as a cancellation.
10.5. If it is not possible to hold the event due to force majeure or for a compelling reason (such as short-term illness of the speaker without an adequate replacement being available or due to an insufficient number of participants), the Contract Partners shall be informed immediately. In order to be able to notify you of the cancellation immediately and to avoid unnecessary travel, it is necessary that when you register you provide a mobile or fax number or an e-mail address on which you can easily be contacted. In the event that we have to cancel an event, then all sums that have already been paid in respect of the event in question shall be reimbursed; beyond this, the Contract Partner shall have no further claims.
10.6. We reserve the right to make organisational changes to the content and/or the programme of the event. However, the material content of the booked event must not be changed.
10.7. We retain the rights to all training materials. These must not be reproduced or processed, duplicated, distributed or communicated to the public, either in whole or in part without prior written consent. It is not permitted to photograph, film or record our training events on tape without our consent.

 

11 Software
11.1 Where any software or software products are made available to the Contract Partner, the Contract Partner shall be granted the non-exclusive and non-transferable right, not limited in time, to use this software in unmodified form for the purposes set out in the product description. The manufacturer’s specifications and the manufacturer’s terms and conditions, as well as applicable law must be complied with, see also section 13.
11.2 Software and any associated documentation may not be passed on to third parties - with the exception of operators authorised by the Contract Partner. The Contract Partner may not copy, reverse-engineer or reverse-translate programmes or remove any programme parts.
11.3 The fee for the use of the software that is made available with our products is already included in the purchase price, unless something to the contrary is agreed.

 

12 Medical device regulation
We comply with the legal requirements of the Medical Devices Act regarding the traceability of batches delivered to the customer in order to comply with EU Regulation 2017/745 of the European Parliament and Council of 5 April 2017 (hereinafter abbreviated to "MDR").
12.1. The Contract Partners undertake to ensure that they are fully informed on the new requirements and obligations arising from this Regulation and to comply with these. 12.2. The "General obligations of distributors" pursuant to Art. 14 MDR as basic obligations include in particular:

• The formal inspection and information obligations in cases of non-compliance before products are made available on the market
• Storage and transport of products by the dealer in accordance with the manufacturer's specifications
• Information, co-operation and documentation obligations in the context of market surveillance after the products have been made available on the market,
• Obligation to receive and document experiences, findings and other information about the goods, to keep them up to date and to implement suitable procedures for receiving and storing them.

12.3. In particular, the Contract Partner must ensure the traceability of the batches delivered by us by implementing suitable measures to enable a recall to take place in an immediate and systematic manner, should we need to ask for one.

13 Compliance with existing laws and manufacturers’ specifications
The Customer must comply with the respective specifications, instructions and terms and conditions of the respective manufacturer, as well as the legal requirements and statutes, including in particular the Data Protection Act and the Copyright Act (image rights or similar) when using the goods and software purchased or leased from us or licensed by us.

14. Data protection
14.1 Detailed information on the way in which we use personal data can be found on our date protection declaration, which can be found here .
14.2. The Contract Partner agrees that their data, including personal data, may be collected, processed and used within the framework and for the performance of the contract.

15 Final provisions
15.1 Any side agreements must be made in the written form as defined in section 126 of the BGB.
15.2. Severability clause: In the event that individual provisions should be invalid, this shall not affect the validity of the remaining provisions. Any such invalid provision shall be replaced by a valid provision the effect of which is as similar as possible to the invalid provision.
15.3. Place of Jurisdiction: The place of jurisdiction for any disputes with traders within the meaning of section 14 of the German Civil Code (BGB), legal persons under public law, or Special Assets under public law, shall be Munich.
15.4. Choice of Law: The Contract Parties agre that German law shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.

As at: 04/24