General Terms & Conditions
General Terms and Conditions of Sale, Delivery and Payment („GTC“) of Baumann Dental GmbH
status 07.06.2024
1. Scope
(1) The following provisions shall apply exclusively to the business relationships between Baumann Dental GmbH (entrepreneur) and the customer (also entrepreneur). They explicitly shall not apply to legal transactions of Baumann Dental with a consumer according to § 13 BGB [German Civil Code].
(2) Unless otherwise agreed, the GTCs in the version valid at the time of the customer‘s order shall also apply as a framework agreement for similar future contracts without Baumann Dental having to refer to them again in each individual case.
(3) Conflicting or deviating GTCs shall only be recognised if Baumann Dental expressly agrees to these in writing or in text form.
(4) Individual agreements made with the customer in individual cases (including ancillary agreements, supplements and amendments) shall in any case take precedence over these GTCs. Subject to proof to the contrary, the content of such agreements shall be governed by a contract at least in text form or confirmation by Baumann Dental at least in text form.
(5) Legally relevant declarations and notifications by the customer with regard to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) shall be made in written or text form (e.g. letter, e-mail, fax). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the person making the declaration, shall remain unaffected.
2. Offer and acceptance
(1) Offers from Baumann Dental are subject to change and non-binding. The above shall also apply to the sending of catalogues, technical documentation, product descriptions and documents (including in electronic form) by Baumann Dental.
(2) The offers represent an invitation to the customer to submit a binding offer (order) and are not yet binding on Baumann Dental. By sending an order in text or written form to Baumann Dental, the customer submits a legally binding offer to which he shall be bound for a period of two weeks. The offer can be accepted by Baumann Dental within this period.
(3) Acceptance by Baumann Dental may be declared in writing, in text form or by delivery of the goods to the customer.
(4) For orders via the online shop, the presentation or promotion of goods in our online shop does not constitute a binding offer to conclude a purchase contract.
a) In the online shop, the order of the customer is sent to Baumann Dental after pressing the button „Order subject to payment“.
b) The order of the customer constitutes a legally binding offer to Baumann Dental to which the customer shall be bound for 14 calendar days.
c) After receipt of the order by Baumann Dental, Baumann Dental shall immediately confirm receipt of the order to the customer by e-mail. The order confirmation does not constitute acceptance of the contractual offer unless acceptance is simultaneously and expressly declared. Tacit acceptance is excluded.
d) The languages German and English are available to the customer for the conclusion of the contract.
e) Before submitting a binding order in the online shop, it is possible to save the text of the contract. Baumann Dental itself does not store the text of the contract concluded with the customer. The contractual provisions are normally sent to the customer at the e-mail address provided in the ordering process. The customer has the option of viewing and downloading the GTCs at https://www.baumann-dental.de/ at any time.
f) In case of changes to services, additional services or other changes to the content of the contract, Baumann Dental shall submit a supplementary offer.
(5) The employees of Baumann Dental are not authorised to make verbal collateral agreements or give verbal assurances.
3. Prices and terms of payment
(1) The prices and terms of payment quoted by Baumann Dental shall apply. These prices are subject to the applicable value added tax. The prices are „ex works“ unless otherwise agreed with the customer. Packaging, shipping, transport and insurance costs, the costs of transport insurance, taxes, customs duties and other public charges in connection with the purchase shall always be borne by the customer.
(2) Baumann Dental may invoice the services rendered to the customer on a monthly basis. If services are remunerated on a time and material basis, Baumann Dental shall document the type and duration of the activities and submit this documentation together with the invoice.
(3) All invoices are to be paid at the latest 30 calendar days after receipt free of charges and without deductions. Baumann Dental shall grant the customer a cash discount exclusively in cases where a cash discount has been expressly agreed in text form at the time of conclusion of the contract. The date of credit to the account of Baumann Dental shall be decisive for the timeliness of payment. Within the scope of the business relationship, Baumann Dental shall be entitled at any time to make a delivery in whole or in part only against advance payment or a down payment in an appropriate amount.
(4) Invoices may be sent by post or e-mail at the discretion of Baumann Dental. The customer shall agree to receive invoices by electronic means. Electronic invoices shall be sent to the customer by e-mail in PDF format to the e-mail address provided by the customer for the purpose of receipt. The customer shall be obliged to create the technical conditions to enable him/her to access the invoice as agreed. The customer shall immediately give notice of any change in the e-mail address designated for electronic invoicing. In the event of an incorrect or culpably omitted notification of change of the designated e-mail address, the customer shall reimburse the damage caused by ascertaining the address. The electronic invoice shall be deemed as having been received upon receipt of the e-mail to which the electronic invoice is attached. The customer shall be entitled to revoke consent to the electronic sending of invoices in writing at any time.
(5) Upon expiry of the term of payment as stated in Section (3), the customer shall be in default. During the period of default, the purchase price shall bear interest at the statutory default interest rate applicable at the time. Baumann Dental reserves the right to assert further damages caused by the delay. With respect to merchants, the claim of Baumann Dental to the commercial due date interest (§ 353 HGB) [German Commercial Code] shall remain unaffected.
(6) Offsetting / a right of retention due to defects is only permitted insofar as the customer is entitled to either statute-barred and undisputed or legally established payment claims due to material defects or defects of title with regard to the service.
(7) If the customer does not settle a due claim in full or in part by the contractual payment date, Baumann Dental shall be entitled to revoke agreed payment terms for all claims. Baumann Dental shall be entitled to perform further services only against advance payment or against security in the form of a performance bond issued by a credit institution or credit insurer authorised in the European Union.
4. Subcontractors
Baumann Dental is entitled to provide the services by subcontracting to third parties (subcontractors). We are liable for the provision of services rendered by subcontractors in the same manner as for our own actions.
5. Obligations of the customer to cooperate
(1) Each party shall appoint its own person responsible for communication between the parties.
(2) The customer shall be obliged to support Baumann Dental to the extent necessary and to create all conditions required for the proper execution of the order within its sphere of operation. To this purpose, he shall in particular provide the necessary information and, insofar as technically possible, enable remote access (e.g. TeamViewer) to the customer‘s system. If remote access is not possible for security reasons or other reasons, the affected deadlines shall be extended appropriately; the contractual partners shall agree on an appropriate arrangement for further effects. The customer shall further ensure that qualified personnel are available to support Baumann Dental. Insofar as it is agreed in the contract that services can be performed on site at the customer‘s premises, the customer shall provide Baumann Dental with sufficient workplaces and work equipment free of charge at Baumann Dental‘s request.
(3) Unless otherwise agreed, the customer shall provide for proper data backup and failure precautions for data and components (such as hardware, software) commensurate with their type and importance.
(4) The customer shall provide Baumann Dental with appropriate support upon request in the examination and assertion of claims against other parties involved in connection with the provision of the performance. This applies in particular to recourse claims of Baumann Dental against sub-suppliers.
(5) The contractual partners shall be obliged to maintain secrecy about business secrets, information or objects as well as other information designated as being confidential (confidential information) which become known in connection with the performance of the contract and neither to use nor disclose these beyond the purpose of the contract without the written consent of the other contractual partner. The respective receiving contractual partner shall be obliged to take appropriate confidentiality measures for confidential information. The contractual partners shall not be entitled to obtain confidential information of the other contractual party by observing, examining, reengineering or testing the subject matter of the contract (reverse engineering). Confidential information may only be disclosed to persons who are not involved in the conclusion, implementation or execution of the contract with the written consent of the other contractual partner. Unless otherwise agreed, the obligation to maintain confidentiality for confidential information shall end after the expiry of five years after the respective information has become known, but in the case of continuing obligations not before their termination. Business secrets shall be kept secret for an unlimited period of time. The contractual partners shall also impose these obligations on their employees and any third parties involved.
(6) The contractual partners are aware that electronic and unencrypted communication (e.g. by e-mail) is fraught with security risks. In this type of communication, none of the contractual parties will make any claims based on the absence of encryption, unless encryption has been previously agreed. Nevertheless, the customer‘s e-mail includes the name and e-mail address of the sender, the time of sending (date and time) and a reproduction of the sender‘s name as conclusion of the message. An e-mail received within the context of the above provisions shall be deemed to originate from the other partner, subject to proof of the contrary.
6. Risk, dates, deadlines
(1) Delivery is ex works/warehouse. This is also the place of performance for the delivery and any arising subsequent performance. At the request and expense of the contractual partner, the goods can be shipped to another destination (mail order shipment). Unless otherwise agreed, Baumann Dental shall be entitled to determine the method of shipment (specifically, the transport company, shipping route, packaging). If the goods are dispatched on reusable pallets or one-way pallets, these shall be charged to the customer at their customary purchase price.
(2) Baumann Dental shall be entitled to provide partial deliveries and partial services insofar as this is reasonable for the customer. Each partial service is considered to be an independent service.
(3) The delivery period shall be agreed individually or given by Baumann Dental upon acceptance of the order. Insofar as binding delivery deadlines cannot be met for the reasons stated in Clause 7 Section (1) or due to non-availability of the service, Baumann Dental shall inform the customer of this immediately and at the same time state the expected new delivery deadline. If performance is also not possible within the new delivery period for reasons for which Baumann Dental is not responsible, Baumann Dental shall be entitled to withdraw from the contract in whole or in part. Baumann Dental shall immediately reimburse any consideration already paid by the buyer. A case of non-availability of the performance in this sense shall in particular be deemed to be the non-timely delivery by a supplier of Baumann Dental if Baumann Dental has concluded a congruent covering transaction, if neither Baumann Dental nor its supplier is at fault or Baumann Dental is not obliged to procurement in the individual case.
(4) If the customer defaults on a payment obligation or in the event of delays due to breaches of the customer‘s obligations to cooperate according to Clause 5, any delivery dates and deadlines shall be extended accordingly.
(5) Furthermore, if a fixed delivery date has been agreed, Baumann Dental shall only be in default after the expiry of a time limit of four weeks after the agreed delivery date.
(6) If the customer is in default of acceptance, fails to cooperate or if the delivery is delayed for other reasons for which the contractual partner is responsible, then Baumann Dental shall be entitled to demand compensation for the resulting damage including additional expenses. The legal entitlements of Baumann Dental (in particular compensation for additional expenses, reasonable compensation, termination) shall remain unaffected.
(8) The risk of accidental loss and accidental deterioration of the goods shall pass to the customer no later than upon handover. However, in the case of a mail order shipment to a place other than the place of performance, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already pass to the carrier, the freight forwarder or any other person or institution designated to perform shipment upon delivery of the goods. In all other respects, the statutory provisions of the law on contracts for work and services shall apply to an agreed acceptance. Handover or acceptance shall be deemed equivalent if the customer is in default of acceptance. Furthermore, the separate provisions of the Incoterms shall apply in accordance with these GTCs.
7. Force majeure
(1) Delivery and performance disruptions due to force majeure (industrial action, unrest, war, traffic disruptions, official measures to combat infection and other unavoidable events) shall release Baumann Dental from the obligation to deliver or perform for the duration of the effects. If the disruption lasts for longer than 3 months, each party to the contract shall be entitled to withdraw in writing from the part of the contract that has not yet been fulfilled. In case of cancellation, Baumann Dental shall be reimbursed for the costs of the work already performed, including materials. Upon request, each contractual party shall declare whether or not it wishes to adhere to the contract after expiry of the 3-month delay period.
(2) The customer may not assert any claims for damages in the event of cancellation due to force majeure. Baumann Dental can only invoke the aforementioned circumstances if the customer is notified of these by Baumann Dental immediately after becoming aware of them.
(3) If expenditure increases due to a disruption, Baumann Dental may also demand payment for the additional expenditure, unless the customer is not responsible for the disruption and its cause lies outside his area of responsibility.
8. Warranty
(1) The statutory provisions shall apply to the rights of the contractual partner in the event of material defects and defects of title (including incorrect and short delivery), unless otherwise stipulated in the following. In all cases, the special statutory provisions for supplier‘s recourse shall remain unaffected.
(2) The customer is aware that there may be deviations in the manufacture of products, for example for technical, mechanical or other factual reasons. The customer shall not have any claims for defects for insignificant deviations in the performance of Baumann Dental from the contractual quality („tolerance“).
(3) The customer is informed that defect-free products, e.g. any products using of a 3D printer at the customer‘s site, can only be achieved if the customer uses an end device (for example a 3D printer) compatible with state-of-the-art technology and the performance of Baumann Dental at the time of production. The customer shall ensure that the terminal equipment used by him are properly maintained and properly calibrated and adjusted to the services of Baumann Dental. Deviations resulting in particular from incorrectly calibrated or adjusted terminal equipment shall not be the responsibility of Baumann Dental. Maintenance and/or calibration services on a customer‘s terminal equipment are only a subject matter of the contract if they have been expressly so agreed.
(4) The customer shall report defects in writing without delay in a plausible and detailed form to Baumann Dental, stating all information useful for the identification and analysis of the defect (obligation to examine and give notice of defects (cf. §§ 377, 381 of the HGB). In particular, the work steps that led to the occurrence of the defect, the manifestation and the effects of the defect shall be stated. If a defect becomes apparent upon delivery, inspection or at any later time, Baumann Dental must be notified thereof in writing without delay. In any case, obvious defects shall be notified in writing within three (3) working days from delivery at the latest and defects which were not recognisable upon inspection within the same period after discovery. If the contractual partner fails to duly inspect and/or notify defects, Baumann Dental‘s liability for the defect not notified or not notified in time or not notified properly shall be excluded in accordance with the statutory provisions.
(5) Claims due to defects also shall not exist in the event of excessive or improper use, natural wear and tear, failure of components of the system environment. The same shall apply in the event of software errors that cannot be reproduced or otherwise proven by the customer. This shall also apply to damage due to special external influences which are not assumed under the contract. Claims due to defects shall also not exist in the event of subsequent modification or repair by the customer or third parties.
(6) If the delivered item is defective, Baumann Dental may choose whether to fulfil the claim by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery).
(7) Baumann Dental shall be entitled to make the subsequent performance owed dependent on the contractual partner paying the due purchase price. However, the contractual partner shall be entitled to withhold an appropriate part of the purchase price in relation to the defect.
(8) If subsequent fulfilment fails after the second attempt at subsequent fulfilment or if subsequent fulfilment is impossible at an economically justifiable effort, the customer shall be entitled to a reduction in price. A withdrawal from the contract by the customer is excluded unless Baumann Dental acts with malice or intent. The contractual partner shall give Baumann Dental the time and opportunity required for the subsequent performance owed, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the customer shall return the defective item to us in accordance with the statutory provisions.
(9) Claims for defects shall become time-barred after 12 months, calculated from the date of transfer of risk. The statutory limitation periods for the right of recourse according to § 478 BGB remain unaffected by this. The aforementioned limitation periods shall also apply to compensation for consequential damages, provided that no claims arising from tort are asserted. The statutory limitation period applies to claims arising from torts.
(10) All references to manufacturer‘s warranties do not imply any limitation of warranty claims beyond the above limitations, but are merely a reference to additional rights vis-à-vis the manufacturer. Insofar, this does not constitute an extension of the customer‘s warranty rights vis-à-vis Baumann Dental; rather, these manufacturer‘s warranties are in addition to the customer‘s warranty rights.
9. Liability
(1) Baumann Dental shall bear unlimited liability for damages and reimbursement of futile expenses within the meaning of § 284 BGB insofar as the cause of the damage is based on intent or gross negligence. In the case of slightly negligent breaches of essential obligations, Baumann Dental‘s liability shall be limited to the foreseeable damage typical for the contract. Baumann Dental shall not be liable for slightly negligent breaches of obligations which are not essential to the contract. Liability for data loss is limited to the typical recovery costs. This is quantified according to the damage that would have occurred if reasonable backup measures had been taken (e.g. making backup copies).
(2) The limitation of liability pursuant to Section 1 shall not apply in the event of injury to life, limb and health, for a defect following the assumption of a guarantee for the quality of the product and in the event of fraudulently non-disclosed defects. Liability under the Product Liability Act as well as under other mandatory regulations remains unaffected.
(3) In no case shall Baumann Dental be liable beyond the statutory claims. Insofar as Baumann Dental‘s liability is limited or excluded, this shall also apply to the personal liability of Baumann Dental‘s employees as well as its representatives and vicarious agents.
10. Retention of title
(1) The delivered goods shall remain the property of Baumann Dental until all claims arising from the contract concluded with the customer have been paid in full. In the event of breach of contract by the customer, in particular default in payment, Baumann Dental shall be entitled to take back or dismantle the goods. After taking back the goods, Baumann Dental shall be authorised to dispose of these; the proceeds from disposal shall be offset against the customer‘s liabilities - less reasonable disposal costs.
(2) Baumann Dental shall be entitled to prohibit the customer from further use of the performance for the duration of a default in payment. Baumann Dental can only assert this right for a reasonable period of time, as a rule for a maximum of 6 months. This does not constitute a withdrawal from the contract. § 449 (2) BGB shall remain unaffected.
(3) The customer shall be obliged to treat the goods with due care as long as ownership has not been transferred to him. In particular, he shall be obliged to insure these at his own expense against theft, fire and water damage. If maintenance work has to be performed, the customer shall carry this out in good time at his own expense.
(4) By processing the goods, the customer does not acquire ownership of the goods; processing is performed exclusively for Baumann Dental. When processing with goods owned by third parties, Baumann Dental shall acquire co-ownership of the new items. The extent of co-ownership shall be determined by the ratio of the invoice value of the goods delivered by Baumann Dental to the invoice value of the other goods. The same applies to mixing. However, should the retention of title expire, it is hereby already agreed that co-ownership or ownership of the items shall be transferred to Baumann Dental upon processing. The customer shall remain the custodian of these items free of charge.
(5) If the customer or its customer returns the performance, the acceptance of the performance shall not constitute a rescission by Baumann Dental, unless Baumann Dental has expressly declared the rescission. The same shall apply to the seizure of the reserved goods or of rights to the reserved goods by Baumann Dental. The customer may neither pledge nor assign as security items subject to retention of title or the reservation of rights. The customer shall only be permitted to resell the goods in the ordinary course of business as a reseller on the condition that the customer has effectively assigned to Baumann Dental its claims against its customers in connection with the resale and that the customer transfers ownership to its customer subject to payment. By concluding this contract, the customer assigns its future claims in connection with such sales against its customers to Baumann Dental as security, which hereby accepts this assignment. The customer shall be authorised to collect these claims as long as he meets his payment obligations towards Baumann Dental. Insofar as the value of the supplier‘s security interests exceeds the amount of the secured claims by more than 20%, Baumann Dental shall release a corresponding share of the security interests at the request of the customer.
(6) In the event of seizure or confiscation, the customer shall notify Baumann Dental immediately and inform the third party of Baumann Dental‘s retention of title in a suitable manner. Insofar as the third party is not in a position to reimburse Baumann Dental for the judicial and extrajudicial costs of an action pursuant to Section 771 ZPO (German Code of Civil Procedure), the customer shall be liable to Baumann Dental for the resulting damage. The assertion of Baumann Dental‘s rights arising from the retention of title shall not release the customer from his contractual obligations. The value of the goods at the time of return shall only be offset against the claim against the customer.
11. Assignment
The assignment of claims to which the contractual partner is entitled against Baumann Dental from the business relationship shall be excluded.
12. Withdrawal
(1)The customer is only entitled to withdraw from the contract in the cases provided for by law and in these GTC. In addition, Baumann Dental is entitled to withdraw from the contract and, in the case of continuing obligations, to terminate the contract without notice if
a) the customer is in arrears with the payment of remuneration and does not make payment in full within 7 working days of receiving the request for payment despite a request for payment,
b) the customer becomes insolvent,
c) he suspends his payments,
d) an application is made to open insolvency proceedings against his assets,
e) the opening of insolvency proceedings against the assets is rejected for lack of assets,
f) a significant deterioration in the customer‘s financial circumstances occurs or is threatening to occur and this jeopardises the fulfilment of an obligation to Baumann Dental; the customer shall inform Baumann Dental in good time of any impending insolvency.
g)the customer breaches his obligation to cooperate in accordance with Clause 5 following expiry of a grace period set in text form for performing the act of co-operation.
(2) Insofar as Baumann Dental withdraws from or terminates the contract, the customer shall compensate Baumann Dental for the resulting damages, unless the customer is not responsible for the occurrence of the right of withdrawal or termination.
13. Intellectual property rights
(1) Drafts, samples, models, tools and similar are the intellectual property of Baumann Dental and may neither be reconstructed nor used in any other way for replication by the customer, even if no particular protective rights exist in this regard, nor are they to be given to third parties for free or for a fee, or used in any other manner than that stated as part of the agreement.
(2) For orders according to the customer‘s specifications and insofar as the customer provides Baumann Dental with samples, models, drawings, tools and the like, the customer warrants that it is authorised to use these and that the property rights of third parties are not infringed. In this case, the customer shall be liable for any infringement of third-party rights.
(3) The customer shall not link either the Baumann Dental logo or the Baumann Dental website on his website without the written consent of Baumann Dental.
14. References
Baumann Dental reserves the right to use performances rendered such as designs and objects, even if they are based on customer drafts, for presentation purposes, in particular to include the customer‘s website in a reference list for promotional purposes and to set corresponding links. The customer may object to the inclusion of his website in a reference list with effect for the future.
15. International business, Incoterms 2020
(1) In particular, Baumann Dental reserves the right to make deliveries outside the Federal Republic of Germany exclusively against advance payment.
(2) Each contractual partner shall be entitled to refuse performance of the contract insofar as this is impaired or prohibited by foreign trade regulations (in particular national and international [re-]export control and customs regulations, including embargoes and other state sanctions) which - in accordance with these regulations - are applicable to this contract (hereinafter „foreign trade regulations“). In these cases, each contractual partner shall be entitled to terminate this contract to the extent required.
(3) If fulfilment of the contract is delayed due to approval, authorisation or similar requirements or due to other procedures in accordance with foreign trade regulations (hereinafter collectively referred to collectively as „approval“), agreed delivery periods and delivery dates shall be extended/postponed accordingly; liability of the contractual partners in connection with the delay shall be excluded. Should approval be refused or not be granted within 12 months of application, Baumann Dental shall be entitled to withdraw from the contract, at least insofar as fulfilment of the contract requires approval.
(4) The contractual partners shall inform each other immediately after becoming aware of any foreign trade regulations which may lead to the restrictions, prohibitions or delays referred to in Clause 14 Sections (2) and (3).
(5) The contractual partner shall be obliged to provide Baumann Dental upon request with all information and documents required for compliance with foreign trade regulations or which are requested by authorities in this respect. These duties may include, in particular, information on the final customer, the destination and the intended use of the deliveries. Baumann Dental shall be entitled to withdraw from the contract or to refuse performance if the contractual partner does not provide Baumann Dental with such information and documents within a reasonable period of time.
(6) Any liability of Baumann Dental for damages in connection with or due to the refusal to fulfil the contract or due to termination of this contract by Baumann Dental is - as far as is legally permissible - excluded.
(7) Should import and/or export licences, foreign exchange permits or similar permits be required for the performance of the contract, the contractual partner responsible for obtaining them shall be obliged to make all reasonable efforts to provide the necessary licences or permits in good time.
(8) In the event of export of the purchased goods, the contractual partner shall be obliged to arrange for the necessary export and customs permits and equivalents at his own expense and to hand the originals over to Baumann Dental. Baumann Dental shall not be liable for the admissibility of the export of the goods and their compliance with the legal and technical regulations of the importing country, and also not for their compliance with the technical status in the importing country.
(9) Unless otherwise agreed, Baumann Dental‘s shipping deliveries shall be made in accordance with Incoterms 2020 EXW - EX Works.
(10) Within the context of an ongoing business relationship, Baumann Dental shall be entitled to delete or amend individual Incoterms 2020 clauses. Baumann Dental shall inform the business partner in this respect in advance. The changes shall be deemed to have been agreed if the customer does not immediately object to the notified changes.
(11) Insofar as it is agreed that Baumann Dental shall insure the transport, this shall only cover the transport from the manufacturer‘s works to the boundary of the customer‘s premises.
16. Privacy policy information
(1) Baumann Dental collects, processes and uses personal data, in particular contact data for processing an order, including the customer‘s e-mail address, if this is provided to Baumann Dental. Processing and use of the customer‘s personal data takes place for the
initiation, fulfilment and processing of the contractually agreed services. For creditworthiness checks, Baumann Dental may use additional information (e.g. also a so-called score value) from external service providers as a decision-making aid and make the payment
method dependent on this. The information also includes information about your address. This is performed for the purpose of contract fulfilment in accordance with Art. 6 (1b) GDPR.
(2) The collection, processing and storage of personal data of end users or patients that allow conclusions to be drawn about their identity is not necessary for the fulfillment of the contract by Baumann Dental. The customer must refrain from providing such data. If such data, in particular the name, date of birth or address of end users or patients, is communicated unsolicited, it is the responsibility of the customer to obtain a prior declaration of consent from the end user or patient.
(3) Collection and use of customers‘ personal data is performed exclusively within the framework of the statutory provisions, in particular taking into account the applicable data protection law, the European General Data Protection Regulation (EU GDPR) as well as the
German Federal Data Protection Act (BDSG). For more information, please refer to the separate privacy policy
(4) The customer acknowledges and agrees that data processing may also be performed by an affiliated company or a co-operation partner on behalf of Baumann Dental.
(5) Once the contract has been fully processed, the data will be stored in accordance with the retention periods under tax and commercial law. After expiry of the retention periods, the data will be deleted unless the customer has consented to further processing and use.
17. Final provisions
(1) Baumann Dental reserves the right to amend these GTCs at any time in the future without stating reasons. The version of the GTCs valid at the time of conclusion of the respective contract shall apply. Amendments or additions to the provisions of the contract concluded between the parties must be made in writing to become effective. This also applies to cancellation of the written form requirement.
(2) The legal relationship between the customer and Baumann Dental shall be governed by the Law of the Federal Republic of Germany. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
(3) The exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered office of Baumann Dental in Pforzheim. However, Baumann Dental is also entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these GTCs or a priority individual agreement or at the general place of jurisdiction of the buyer. Overriding statutory provisions, in particular on exclusive competences, shall remain unaffected.
(4) Should a provision in these GTCs or a provision within the framework of other agreements between Baumann Dental and the customer be or become invalid, this shall not affect the validity of all other provisions of these GTCs or other agreements. The invalid or unenforceable provisions, if any, shall be replaced by the statutory provisions.
Special Terms and Conditions of Baumann Dental GmbH for the provision of software
status 07.06.2024
The special provisions of the „Special Terms and Conditions of Baumann Dental GmbH for the Provision of Software“ shall apply supplementary to the General Terms and Conditions of Sale, Delivery and Payment („GTC“) of Baumann Dental GmbH for software-related supplies and services by Baumann Dental GmbH.
1. Subject matter of the contract
(1) The quality and performance scope of the software, including functionality and compatibility, as well as the approved operating environment result from the respective program description, as well as from the operating instructions, unless otherwise agreed. The security of the software shall be governed by the rules of technology tested on the market at the time of the transfer of risk, unless otherwise agreed or prescribed by law. Public statements can only be decisive for the owed quality insofar as they concern specific properties of the specifically agreed software.
(2) The software is only supplied in executable form including an operating manual (user documentation or online help) and the installation instructions. The operating manual and the installation instructions can also be provided to the customer electronically. Further instructions shall only be supplied if this has been specifically agreed, for example in a parts list. Prior to any permissible decompilation, the customer shall first request the necessary information from Baumann Dental. Insofar as interfaces exist in the Baumann Dental software to software not to be supplied by Baumann Dental, § 69d of the German Copyright Act shall apply.
(3) Unless otherwise agreed, the software shall be installed and put into operation by the customer. All further services provided by Baumann Dental at the request of the customer (in particular preparation for use, installation and demonstration of successful installation, instruction, training and advice) will be remunerated on a time and material basis.
2. Rights of use to software and protection against unauthorised use
(1) Upon full payment of the agreed remuneration, Baumann Dental grants the customer the right to use the agreed software to the extent stipulated in the contract. If the scope is not agreed in the contract, this is a simple, non-exclusive right of use for permanent usage. This only entitles the customer to use the software on one computer by a single user at the same time. The right of use only covers the use for internal purposes of the customer. Extended use must always be contractually agreed before doing so. Remuneration shall be based on the extent of the right of use.
(2) A transfer of the rights of use to third parties is only permissible with complete relinquishment of the customer‘s rights. The customer shall be obliged to impose the obligations and restrictions of use that apply to him on the third party. This applies in particular to the obligations under Clause 3 Section (5) The customer shall confirm the cessation of his own use in writing at the request of the supplier.
(3) The customer may only copy software insofar as this is necessary for use in accordance with the contract. Copyright notices in the software may not be altered or deleted.
(4) Baumann Dental shall be entitled to take appropriate technical measures to protect against non-contractual use. Application of the software on a fallback or successor configuration must not be significantly impaired by this.
(5) Ownership of provided reproductions shall be reserved until full payment of the remuneration owed. Insofar as individual rights of use have been granted beforehand. The supplier may revoke the customer‘s right of use to a quite considerable extent if the customer violates restrictions on use or other regulations to protect against unauthorised use. The supplier shall set the customer a grace period for remedy beforehand. In the event of repetition and in the event of special circumstances which, after weighing up the interests of both parties, justify immediate revocation, the supplier may issue revocation without setting a deadline. The customer shall confirm discontinuation of use to the supplier in writing after revocation. The supplier shall restore the right of use to the customer after the customer has stated and assured in writing that there are no longer any violations of the right of use and that previous violations and their consequences have been remedied.
3. Duties of the customer
(1) The customer shall ensure that qualified personnel are available to support Baumann Dental and the use of the software no later than at the time of delivery.
(2) The customer shall inform Baumann Dental immediately of any changes in the operating environment.
(3) The customer shall support Baumann Dental as far as necessary in the elimination of defects, in particular, upon Baumann Dental‘s request, send a data carrier with the relevant software and provide working materials.
(4) The customer shall acknowledge that the software, together with the operating instructions and other documents - also in future versions - are protected by copyright. Furthermore, these may be trade secrets in whole or in part. Source programs in particular are trade secrets of Baumann Dental, unless they are freely available or otherwise stipulated in individual contracts. The customer shall take unlimited precautions to ensure that source programs are not made accessible to third parties without the supplier‘s consent. The transfer of source programs requires the consent of the supplier, which may not be refused contrary to good faith. Baumann Dental shall only deliver source programs based on an express agreement.
(5) The customer shall not undertake any actions that could encourage unauthorised use. Specifically, he may not attempt to decompile the programs unless he is legally obliged to do so. The customer shall inform Baumann Dental without delay if he has knowledge that unauthorised access is imminent or has occurred in his area.
4. Defect claims of the customer
(1) Baumann Dental shall warrant that the software complies with the agreements pursuant to Clause 1.1 when used in accordance with the contract. The limitation period for claims due to defects begins with the delivery or - if Baumann Dental carries out the installation - with completion of the installation. An extension of the scope of use has no influence on the course of the limitation period. Clause 8 of the GTCs shall apply additionally to material defects in accordance with the following provisions in Clause 4. Sections (2) and (4). § 475a BGB shall remain unaffected.
(2) The customer shall only have claims for defects if reported defects are reproducible or otherwise proven by the customer.
(3) If the customer is entitled to claims for defects, he shall initially only have the right to subsequent performance within a reasonable period. Subsequent performance shall include, at the supplier‘s option, either rectification of defects or the delivery of replacement software. The interests of the customer shall be given appropriate consideration when choosing the option. The customer shall allow Baumann Dental reasonable access to the software for the purpose of subsequent performance. The customer shall enable the supplier to install and remove the goods within the scope of subsequent performance, unless this is unreasonable for the customer. The customer shall consult Baumann Dental before taking own actions to remedy the defect. If the customer has a claim for reimbursement of expenses, this shall only exist to a reasonable extent, taking into account the value of the performance concerned in a defect-free condition and the significance of the defect.
(4) If the subsequent fulfilment fails or cannot be performed for other reasons, the customer may reduce remuneration, withdraw from the contract and/or - within the scope of the statutory provisions on warranty law - claim compensation for damages or expenses. The customer shall exercise his right of choice to which he is entitled with regard to these claims for defects within a reasonable period of time, as a rule within 14 calendar days of becoming aware of the failure of subsequent fulfilment.