Fon +49 (0) 208 782 666-0
Fax +49 (0) 208 782 666-110
Place of business Mühlheim an der Ruhr
District court Duisburg, HRB 24936
Dr. Holger-Ludwig Riemer
Friedo vom Schemm
BOARD OF DIRECTORS
Prof. Dr. Markus Braunewell (chair)
Patricia vom Schemm
Dr. Carsten-Ludwig Riemer
Section 1 General/Validity
1. The following General Terms and Conditions apply to all current and future business relations.
2. Diverging, contrasting or complementing General Terms and Conditions will not become components of the contract, even in case of awareness, except their validity is expressly consented to in writing.
3. The client has knowledge of the fact that the products delivered by the contractor are manufactured abroad, if no other express agreement is made. The products delivered comply with German quality standards.
Section 2 Conclusion of contract
1. Estimations of cost/offers are non-binding. They refer to the prices valid on the day of issuance. The contractor is allowed to pass on cost increases of the materials used for the manufacturing (ceramics, precious metals etc.) occurring between estimation of cost/offer and delivery date to the client. The client agrees to an increase of the offer quote from the estimation of cost/offer up to 10 %, without the client having to be informed separately. In case of an increase of more than 10 %, the contractor will inform the client with reasons for the increase. The client has the right to object to the increase of price within 10 days from the date of the information letter. Afterwards, the increased price is considered approved.
2. The estimation of costs/offers are based on an estimated amount of precious metals that can vary depending on the composition of the tooth structure of the individual patients. Therefore, these are only estimated amounts.
3. The quality of the models and impressions sent by the client are of crucial importance for the fit of the products in the mouth. Work documents appearing lacking can be returned by the contractor after consideration and agreement with the client.
Section 3 Reservation of proprietary rights
1. The contractor retains ownership of the delivered work until the complete settlement of all bills outstanding from the ongoing business relation.
2. The client is authorised to use the work during treatment. However, he will at this point already relinquish any claims to the amount of the billing amount that arise in connection with the treatment while using the work. The client hereby accepts this cession. After the cession, the client is authorised to recover the claim. The contractor reserves the right to recover the claim himself as soon as the client does not properly fulfil his payment liabilities and accrues arrears.
Section 4 Delivery time
1. The stated delivery deadline is non-binding. To enter a state of arrears, it is required to set a period of grace of at least two weeks.
Section 5 Remuneration
1. The contractor invoices the work and delivery, and creates a monthly collected rendering of accounts at the end of the month. The invoices are due to be paid within thirty days of the date of the collected rendering of accounts. After the expiration of this period, the client is in arrears. Individual invoices are due within 30 days from the invoice date. In case of payment within an agreed-upon date of payment, the contractor grants a cash discount to the amount of 3 % to the client.
2. During the state of arrears, the client has to pay interest on the money debts to the amount of 8 % above the base interest rate. The proof and enforcement of higher damages caused by delay are reserved.
3. A right of offsetting of the client only exists if the counter-claims have been found legally binding, or are recognized or undisputed. The same is valid for exercising a right of retention. Furthermore, a right of retention may only be exercised if the counter-claim is based upon the same contractual relationship.
4. The contractor has the right to transfer its claims to the client to a factoring company, acting as the claim owner in his stead. The invoice amounts then have to be paid to the factoring company. Cash discounts granted are not affected by the act of transfer.
Section 6 Delivery, transfer of risk
1. The risk of accidental sinking or the accidental deterioration of the dental prosthesis passes on to client at the time of transfer to the shipping company, the transport carrier or other persons or institutions intended for the execution of the delivery.
2. If the client is in delay with the receipt, it is equivalent to the transfer.
3. In principle, the dental prostheses are mailed within Germany at the expense of the client. Pick-up by the client or a representative can be agreed.
Section 7 Liability
1. The contractor will provide warranty through rework or provision of compensation according to his choice in case of deficiencies.
2. If the compensatory work fails, the client can in principle demand a decrease remuneration (price reduction) or recession of the contract (recession) according to his choice. In case of only minor contravention of contract, especially with only minor deficiencies, the client does not have a right of recession.
3. The client has to indicate obvious deficiencies in writing within a period of two weeks from receipt of dental prosthesis; otherwise, enforcement of a warranty claim is not possible. In case of inaccurate fits, the notice of defects has to be submitted together with the first models; new impressions have to be added or be immediately filed subsequently. The timely posting is sufficient to keep the deadline. The client bears the complete burden of proof for all conditions of entitlement, especially for the deficiency itself, the date of observation of the deficiency and for the timeliness of the notice of defects.
4. If a client chooses recession of contract after failed compensatory work due to a deficiency, he has no rights to other claims for damages due to the deficiency.
5. In case of slightly negligent violation of duty, the liability of the contractor is limited to the direct average predictable damages typical to the contract based on the type of work. This also applies for negligent violations of duty of the legal representatives or the vicarious agents. There is no liability in case of slightly negligent violation of non-essential contractual obligations. The above limitation of liability does not apply to claims of the client resulting from product liability. Furthermore, the limitation of liability is not valid in case of attributable damages to body and health or loss of life.
6. There is no liability for deficiencies resulting from faulty models or impressions of the client.
7. The warranty period is 4 years from the invoice date of the dental prosthesis. On principle, only the product description by the manufacturer is considered as agreed-upon for the composition of the dental prostheses. Public statements, praise or advertisement do not constitute additional contractual composition statements of the dental prosthesis.
Section 8 Material and ancillary component provision
1. Materials delivered by the client (precious metals, teeth, etc.) or ancillary components (finished parts, e.g. attachments, joints, etc.) can be covered with a customary processing surcharge. Deficiencies due to faulty materials or ancillary components delivered by the client are not borne by the contractor.
2. The contractor is liable for the storage of the materials or ancillary components delivered by the client with the same care he exhibits in proprietary affairs.
Section 9 Final provisions
1. This contract is subject to German Law. The regulations of the UN CISG do not apply.
2. Place of jurisdiction for all disputes arising from this contract is the place of business of the contractor, Mühlheim.
3. If individual provisions of this contract including these General Terms and Conditions become void in part or in its entirety, the validity of the other provisions is not affected. The partial or completely voided regulation shall be replaced by a regulation whose economic success is as close as possible to the one voided.