TERMS

Audentic AG
Alexanderstraße 54
D-45472 Mülheim/Ruhr
Phone +49 (0) 208 782 666-0
Fax +49 (0) 208 782 666-110
info@audentic.ag
Registered office in Mülheim an der Ruhr
District Court Duisburg, HRB 24936

BOARD
Dr. Holger-Ludwig Riemer

SUPERVISORY BOARD
Dr. Markus Braunewell

§ 1 General/Scope of Application

1. The following terms and conditions apply to all current and future business relationships.
2. Deviating, conflicting or supplementary General Terms and Conditions shall not become part of the contract, even if they are known, unless their validity is expressly agreed to in writing.
3. The Client is aware that the products supplied by the Contractor are manufactured abroad, unless otherwise expressly agreed. The products supplied meet the German quality standard.

§ 2 Conclusion of Contract

1. Cost estimates/offers are subject to change. They refer to the prices valid on the day of issue. The Contractor is entitled to pass on cost increases of the materials used in the preparation (ceramics, precious metals, etc.) to the Client between the cost estimate/offer and the delivery date. The Client agrees to an increase in the offer price from the cost estimate/offer by up to 10% without the Client having to be informed separately. In the event of an increase of more than 10%, the contractor shall inform the client, stating a reason. The Client has the right to object to the price increase within 10 days from the date of the information letter. After that, the increased price is considered approved.
2. The estimates/offers are based on an estimated amount of precious metal, which may vary depending on the nature of the tooth structure of the individual patient. It is therefore only a matter of approx. quantities.
3. The quality of the models and impressions sent in by the client is of decisive importance for the seat of the work in the mouth. The Contractor may return work documents that appear to be defective in consultation and consultation with the Client.

§ 3 Retention of Title

1. The Contractor retains ownership of the delivered work until all claims arising from the ongoing business relationship have been fully settled.
2. The Client is entitled to use the work in the treatment. However, he already assigns all claims in the amount of the invoice amount that he accrues in connection with the treatment using the work. The Client hereby accepts the assignment. After the assignment, the client is authorised to collect the claim. The Contractor reserves the right to collect the claim itself as soon as the Client does not properly meet its payment obligations and defaults on payment.

§ 4 Delivery time

1. The specified delivery period is non-binding. The prerequisite for the occurrence of default is the setting of a grace period, which must be at least two weeks.

§ 5 Remuneration

1. The Contractor invoices the work with delivery and prepares a monthly collective statement at the end of the month. The invoices are due for payment within thirty days from the date of the collective statement. After this period, the customer is in default of payment. Individual invoices are due within 30 days from the date of invoice. In the event of payment within an agreed payment term, the Contractor shall grant the Client a discount of 3%.
2. During the period of default, the Client shall pay interest on the monetary debts in the amount of 8% above the base interest rate. The right to prove and assert a higher damage caused by default is reserved.
3. The Client shall only have a right to offset if the counterclaims have been legally established or are recognised or undisputed. The same applies to the exercise of a right of retention. Incidentally, a right of retention can only be exercised if the counterclaim is based on the same contractual relationship.
4. The Contractor shall be entitled to assign its claims against the Client to a factoring company, which shall take its place as the holder of the claim. The invoice amounts must then be paid to the factoring company. Granted cash discounts are not affected by the assignment.

§ 6 Dispatch, Transfer of Risk

1. The risk of accidental loss and accidental deterioration of the dentures shall pass to the Client upon delivery or delivery to the freight forwarder, the carrier or any other person or institution designated to carry out the shipment.
2. It shall be equivalent to handover if the Client is in default of acceptance.
3. In principle, the dentures are shipped within Germany at the expense of the client. Pick-up by the client or agent can be arranged.

§ 7 Liability

1. The Contractor shall, at its discretion, provide warranty for defects in the work by means of repair or replacement.
2. If the subsequent performance fails, the Client may, in principle, demand a reduction of the remuneration (reduction) or rescission of the contract (withdrawal) at its discretion. However, in the event of only a minor lack of conformity, in particular in the case of only minor defects, the Client shall not have a right of withdrawal.
3. The client must report obvious defects in writing within a period of two weeks from receipt of the dentures; otherwise, the assertion of a warranty claim is excluded. In the case of fit inaccuracies, the notification of defects must be made with the presentation of the initial models; new impressions must be attached or submitted immediately. Timely dispatch is sufficient to meet the deadline. The Client bears the full burden of proof for all prerequisites for claims, in particular for the defect itself, for the time of the determination of the defect and for the timeliness of the notice of defects.
4. If the customer chooses to withdraw from the contract due to a defect after failed subsequent performance, he is not entitled to any claim for damages due to the defect.
5. In the event of slightly negligent breaches of duty, the Contractor’s liability shall be limited to the direct average damage foreseeable by the nature of the work, typical of the contract. This also applies to slightly negligent breaches of duty by the legal representatives or vicarious agents. There is no liability in the event of a slightly negligent breach of insignificant contractual obligations. The above limitation of liability does not apply to claims of the Client arising from product liability. Furthermore, the limitations of liability do not apply in the event of attributable bodily injury or damage to health or loss of life.
6. Liability for defects arising due to faulty models and impressions of the client is excluded.
7. The warranty period is 4 years from the date of invoice of the dentures. In principle, only the manufacturer’s product description is considered to be agreed upon as the condition of the dentures. In addition, public statements, praises or advertising do not constitute a contractually compliant indication of the quality of the dentures.

§ 8 Material and accessories

1. Materials (precious metals, teeth, etc.) or accessories (finished parts, e.g. attachments, joints, etc.) supplied by the customer may be subject to a customary processing surcharge. Defects due to defective materials or accessories supplied by the Client shall not be at the expense of the Contractor.
2. The Contractor shall be liable for the storage of the materials or accessories supplied by the Client with the care he takes in his own affairs.

§ 9 Final Provisions

1. The law of the Federal Republic of Germany applies. The provisions of the UN Convention on Contracts for the International Sale of Goods do not apply.
2. The place of jurisdiction for all disputes arising from this contract is the Contractor’s place of business, Mülheim.
3. Should individual provisions of the contract, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision is to be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.