General terms of delivery and payment Quoadt Holding GmbH

Status: February 2022

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1. Scope of regulation, inclusion, ancillary agreements, formal requirements

1.1 Our deliveries and services are provided exclusively on the basis of these general terms and conditions of sale. They also apply to all future offers, deliveries and services to the customer without further express reference.

1.2 Our terms of sale also apply if we carry out the transaction in the knowledge of conflicting or deviating terms and conditions of the customer. Conflicting conditions of the customer are only valid if we agree to their validity in writing. We hereby expressly object to the formal reference to our own terms and conditions.

1.3 Verbal ancillary agreements do not exist upon conclusion of the contract.

1.4 Future agreements must be made in writing to be effective. This also applies to the agreement or waiver of the written form specified here. The customer must ensure that the communication channels specified by him can be reached.

 

2. Contract partner, quantities, minimum order value

2.1 We sell exclusively to medical and dental or dental-technical clients such as dental clinics, dentists, dental laboratories and pharmacies for professional or commercial purposes and only in customary quantities.

2.2 When registering, the customer is obliged to provide truthful information.

 

3. Offer, conclusion of contract, commitment period, quality of service

3.1 The customer's order represents an offer to conclude a contract. The contract is formed through the customer's order on the one hand and our acceptance of this order or its execution on the other. An order confirmation sent to the customer after the order has been placed does not constitute acceptance of the offer, but merely documents that we have received the order.

3.2 The customer is bound to his order for six weeks.

3.3 The nature of the service to be provided by us is based exclusively on the written contractual order documents. Illustrations, descriptions and dimensions or quantities in catalogs and brochures are not binding and do not claim to be complete. We reserve the right to make changes to designs and materials, provided this is reasonable for the customer.

 

4. Prices, Shipping Costs and Fees

4.1 All prices quoted are non-binding prices in euros. Statutory VAT must always be added to the stated prices if this is not stated. We reserve the right to make price adjustments at any time.

4.2 Statutory value added tax is not included in our prices; it is shown separately on the invoice at the statutory rate on the day of invoicing.

4.3 The invoice is sent by email. If the invoice is sent by post, a processing fee of up to €4.90 (net) will be charged. The calculation takes place immediately on the invoice.

4.4 We offer our customers a monthly collective statement of all delivery notes from the previous month on the last day of the month (the so-called monthly statement). This service can only be ordered by e-mail in connection with a SEPA direct debit mandate and will be billed by us at €4 per month.

 

5. Exchange and return of goods

5.1 Medicines are exempt from being returned.

5.2 A contractual right of return is granted for other consumables.

5.3 Otherwise there is no contractual right to return ordered goods.

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6. Payment, obligation to perform in advance, consequences of default, dunning costs

6.1 All invoiced amounts are due for payment without deduction immediately upon receipt of the invoice by the customer and must be paid within 10 days.

6.2 A fee of €12.50 will be charged for each reminder. After the 3rd reminder, we will forward the process to a collection agency.

6.3 In the event of a delay in payment, we are entitled to charge interest on arrears at a rate of 8 percentage points above the base interest rate annually.

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7. Offsetting, right of retention, prohibition of assignment

7.1 The customer is not entitled to offset his own claims against our payment claims, unless the customer's claims are undisputed, ready for a decision or have been legally established.

7.2 The customer is not entitled to counter our claims for payment with rights of retention – also from notifications of defects – unless they result from the same contractual relationship.

7.3. The customer is not authorized to assign his claims against us to third parties.

 

8. Place of performance, obligation to perform and deliver, transfer of risk, partial performance, delivery periods

8.1 Our place of business is agreed as the place of performance for all mutual services under the contract.

8.2 When goods are shipped, the risk of accidental loss passes to the customer as soon as we have handed over the goods to the person we have specified for shipment. The delivery is uninsured.

8.3 Partial deliveries are permitted unless the customer is clearly not interested in them or they are obviously not reasonable for him. If we make use of this right, packaging and shipping costs will only be charged once.

8.4 Communicated delivery times are non-binding; their compliance is not guaranteed. If the delivery option depends on delivery by a sub-supplier and if this delivery fails for reasons for which we are not responsible, we are entitled to withdraw from the contract. The customer is not entitled to compensation for this reason.

 

9. Retention of Title

9.1 We reserve ownership of the delivered goods (reserved goods) until all claims resulting from the respective transaction, including ancillary claims, and all claims against the customer to which we are already entitled at the time the contract is concluded have been settled in full.

9.2 If the goods subject to retention of title are processed by the customer, the processing is carried out for us as the manufacturer without any further obligation on our part. We continue to be entitled to ownership of the processed item or of an item newly produced through the processing. If a new item is created through processing involving the property of other suppliers, we acquire co-ownership of the newly created item in the ratio of the value of our reserved property (final invoice amount including VAT) to the other processed items at the time of processing. In the event that no such automatic acquisition of ownership should occur with us, the customer transfers his future ownership or - in the above-mentioned ratio - co-ownership of the newly created item to us as security. If the goods subject to retention of title are processed by the customer, the processing is carried out for us as the manufacturer without any further obligation on our part. We continue to be entitled to ownership of the processed item or of an item newly produced through the processing. If a new item is created through processing involving the property of other suppliers, we acquire co-ownership of the newly created item in the ratio of the value of our reserved property (final invoice amount including VAT) to the other processed items at the time of processing. In the event that no such automatic acquisition of ownership should occur with us, the customer transfers his future ownership or - in the above-mentioned ratio - co-ownership of the newly created item to us as security.

9.3 If the reserved goods are combined with other items to form a single item or are inseparably mixed, we acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other combined or inseparably mixed items at the time of connection or the mixing. If the connection or mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportionate co-ownership to us. The customer keeps the resulting sole ownership or co-ownership for us.

9.4 The customer is entitled to resell our goods in the ordinary course of business. In the event of the resale of the reserved goods, the customer hereby assigns to us as security the resulting claim against the purchaser - in the case of co-ownership of the reserved goods pro rata according to the co-ownership share. The same applies to other claims that take the place of the reserved goods or otherwise arise with regard to the reserved goods, such as B. Insurance claims or claims in tort for loss or destruction. We revocably authorize the customer to collect the claims assigned to us in his own name for our account. We may revoke this direct debit authorization if the customer does not meet his payment obligations from the proceeds received, defaults on payment or an application is made to open insolvency proceedings or payments are suspended. If one of these conditions is met, we can also demand that the customer informs us of the assigned claims and their debtors, provides all the information required for collection, hands over the relevant documents and notifies the third party of the assignment.

9.5 In the event of non-compliance with an agreed payment period, as well as in the event of bills of exchange and checks being protested or in the event of insolvency, we are entitled to demand the return of the goods subject to retention of title, with the costs incurred in this respect being borne by the customer. The demand for return is only a withdrawal from the contract if this is expressly declared by us. At our request, the customer is obliged without restriction to provide us with the information required for the extrajudicial and judicial assertion of the claim and to make written documents and information available immediately.

9.6 If the value of the securities given to us exceeds our claim by more than 10%, we are obliged to release these securities at our discretion at the request of the customer.

9.7 If third parties access the reserved property (e.g. in the event of seizure) or if the customer is threatened with insolvency, the customer must inform us of this immediately in order to enable us to enforce the property rights.

 

10. Obligation to examine and give notice of defects

The customer's warranty rights presuppose that he has duly fulfilled his obligations to examine and give notice of defects according to § 377 HGB. The customer must inspect the goods immediately after delivery, as soon as this is feasible in the ordinary course of business, and if a defect is found, notify us immediately. If he fails to notify, the goods are deemed to have been approved, unless there is a defect that was not recognizable during the inspection. If such a defect appears later, the notification must be made immediately after discovery; otherwise the goods shall be deemed to have been approved, even in view of this defect. The timely dispatch of the notification is sufficient to preserve the rights. If we have fraudulently concealed a defect, we cannot invoke the above provisions.

 

11. Request for return, right of return

We are entitled to withdraw from the contract after setting a reasonable deadline and to demand the return of the goods delivered under retention of title if the customer is in arrears with the payment of the purchase price or in the case of agreed installment payments with at least two installments or the customer is culpable of the obligations incumbent on him in accordance with Clause 9 has violated.

 

12. Liability for defects, rights of the customer, statute of limitations

12.1 In all cases, the statutory warranty rights apply.

12.2 We guarantee that the goods delivered are free of material defects and defects of title.

12.3 If the purchaser asserts warranty rights against the manufacturer of the goods delivered by us, we will support the purchaser at our own discretion and, if necessary, assign existing rights against the manufacturer.

12.4 In the event of defective manufacture and delivery of goods, we are obliged to choose between subsequent performance in the form of remedying the defect or delivery of a new item free of defects. We are entitled to carry out two subsequent performance attempts. After two unsuccessful attempts to rectify the defect, the customer can either withdraw from the contract or demand a reasonable reduction in payment (reduction).

12.5 All defect rights of the customer resulting from defective performance expire after 12 months. The beginning of the statute of limitations is based on the statutory regulations.

 

13. Additional Liability, Limitation of Liability

13.1 We are liable in cases of intent or gross negligence in accordance with the statutory provisions.

13.2 In the event of a slightly negligent breach of essential contractual obligations, liability for damages is limited to the foreseeable, typically occurring damage. A material contractual obligation exists if breaching it jeopardizes the achievement of the purpose of the contract or if the customer relied and was entitled to rely on compliance with the obligation.

13.3 Apart from that, we are not liable for the slightly negligent breach of contractual obligations.

13.4 The provisions contained in Sections 13.1 to 13.4 also apply to the fault and liability of our vicarious agents and representatives.

13.5 The above limitations of liability do not apply to cases of culpable injury to life, limb and health, as well as to deviations from guarantees granted and to fraudulently concealed defects. The liability under the Product Liability Act remains unaffected.

 

14. Governing Law, Jurisdiction, Validity Clause

14.1 The contractual partners agree on the application of German law to the exclusion of the UN Sales Convention (CISG) with regard to all legal relationships arising from this contractual relationship, both current and future subsequent performance of the contract.

14.2 The court responsible for the place of performance is agreed as the place of jurisdiction if the customer is a merchant within the meaning of the German Commercial Code, is a legal entity under public law or a special fund under public law or has no general place of jurisdiction in the Federal Republic of Germany. In addition, we are also entitled to sue the customer at his general place of jurisdiction.

14.3 Should individual provisions of the contract with the customer, including these General Terms and Conditions of Sale, be or become invalid in whole or in part, or should the contract contain loopholes, this shall not affect the validity of the remaining provisions. If individual provisions become invalid for reasons other than the law of the General Terms and Conditions, the contracting parties undertake to make a provision that comes as close as possible to the meaning and purpose of the invalid provision.

 

15. Data protection - collection, processing and use of personal customer data - reference to separate data protection declaration, use for advertising purposes

15.1 We use the personal information you provide to process orders and provide services. Additional information about the type, scope, purpose of the collection, processing and use of the transmitted personal information can be found in our privacy policy. Data processing takes place in accordance with the applicable German Federal Data Protection Act (BDSG) and the Telemedia Act (TMG).

15.2 The data required for business transactions are stored and, if necessary, passed on to companies affiliated with us or our service partners who work for us as contract data processors within the meaning of the Federal Data Protection Act (BDSG) as part of the order processing.

15.3 It goes without saying that all personal data is treated as strictly confidential and the interests of the customer worthy of protection are strictly taken into account in accordance with the legal requirements.

15.4 In addition to the purposes described above, we use the data provided to us for our own advertising purposes. You can object to the further use of your data for this purpose at any time by simply notifying info@quoadt.de object