General Terms & Conditions
§ 1 Offers and placing of order
1.1 A contract is exclusively concluded upon our written confirmation or delivery of the goods that determine the content of the contract. Insofar as the contract is explicitly confirmed by Baumann Dental, the shipping of the goods applies as acceptance
of the order.
1.2 Subsidiary agreements, amendments and additions to the contract must be confirmed in writing by us in order to be valid. The same applies to property guarantees and the waiving of the requirement for the written form.
§ 2 Terms of payment, prices
2.1 The prices are understood to be in euros ex works excluding all incidental expenses and the statutory VAT, and are stated in euros. Goods directories and prices are always subject to change.
2.2 If the payment due date is exceeded,
the customer is obliged to pay interest on the purchase price at the standard bank interest rate.
2.3 In the event of worsening of the financial status and/or the liquidity of the customer following conclusion of the contract, we are entitled to exercise our rights as per § 321 of the German Civil Code (BGB) or the right to withdraw from the contract, in whole or in part, as we choose.
§ 3 Right of retention, assignment
3.1 The customer cannot refuse or withhold his services due to any counterclaims, or offset these with counterclaims, unless these counterclaims are uncontested by us in terms of their reason and extent, or are legally established.
3.2 The customer’s claims against us can only be assigned with our consent.
§ 4 Delivery time, exceeding of deadline
4.1 The delivery period begins when the customer receives our order confirmation.
4.2 The delivery time shall be considered observed if, by its expiration, the deliverable has left our company or the customer has been informed of its readiness for despatch.
4.3 The delivery period is extended as appropriate in the event of measures involving industrial action, particularly strikes and lock-outs, as well as upon the occurrence of unforeseen obstacles that lie beyond our will, insofar as such obstacles verifiably have an inherent influence on the completion or delivery of the deliverable. This also applies when these circumstances occur with suppliers. We shall also not be held responsible for the aforementioned circumstances if they occur during a delay that already exists. Any contractual penalty agreed does not apply as forfeited under these circumstances.
4.4 The observance of the delivery period presupposes the fulfilment of the customer’s contractual obligations.
§ 5 Passing of risk and acceptance, reporting and examination obligations, inspection
5.1 The risk passes at the latest with the shipping of the delivery parts to the customer, even if partial deliveries are made or we have assumed other services. Returns are made at the customer’s risk.
5.2 Partial deliveries are permitted. § 8.1 takes priority.
5.3 The customer is to inspect the deliverable extensively immediately and report any defects, incorrect, excessive or insufficient deliveries, with proof, in writing at the latest within 10 days. The deliverable is considered approved once the period elapses. The burden of proof for hidden defects is borne by the customer.
5.4 Acceptance can only be refused due to considerable defects.
5.5 If the customer is in default with accepting the goods, we can, after setting a suitable period of notice of 14 days, withdraw from the contract or store the contractual goods at the risk and expense of the customer. Furthermore, we are entitled to auction the contractual goods following prior warning or sell the goods at the expense and for the account of the customer. The risk of accidental destruction or accidental deterioration of the contractual goods transfers to the customer at the time in which he becomes in default of acceptance.
§ 6 Retention of title
6.1 We retain possession of the deliverable until repayment of all liabilities from the business relationship (also the future business relationship,including all outstanding balances from the current account).
6.2 The customer may undertake normal business operations and transfers to us, upon combination or mixing with other transactions, the proportionate joint ownership of the new item. Upon sale, the customer assigns to us his purchase price claim in accordance with our joint ownership share in advance as security,
amounting to our invoice sum. The assignment shall be accepted by us.
6.3 In the event of conduct on the part of the customer that is in breach of the contract, in particular upon default in payment, we are entitled to withdraw the product following warning and the customer is obliged to surrender it. The exercising of retention of title and the seizure of the deliverable by us do not apply as a withdrawal from the contract,
insofar as the instalment payment law does not apply.
§ 7 Liability for delivery deficiencies
For delivery deficiencies, which also include the lack of explicitly ensured properties, we are liable, to the exclusion of further claims without prejudice to section 8 as follows if the deliverable is not approved as per section 5.3.
7.1 All such parts are to be repaired or redelivered as we see fit free of charge if they verifiably display a defect that is our responsibility within 6 months from delivery and this defect has been reported to us immediately in writing. Replaced parts become our property. For significant third-party products, our liability is restricted to the assignment of the liability claims to which we are entitled against our suppliers.
7.2 No guarantee is granted for damages that are the result of the following: natural wear and tear, improper use, defective mounting or commissioning or handling, insofar as they are not attributable to our fault.
7.3 To undertake all of the repairs and replacement deliveries we consider appropriate as per our obligation, the customer is to provide us with the necessary time and opportunity with our agreement, otherwise we are relieved of liability for defects.
7.4 The warranty for the replacement part and repair amounts to 3 months, although it shall extend at least until expiration of the original warranty for the delivered item.
7.5 In the event that the customer or third party improperly undertakes amendments or repair work without our prior consent, no liability is accepted for the consequences of this.
7.6 Additional claims of the customer, particularly a claim to compensation for damages that do not occur to the deliverable itself,
§ 8 Right of the customer to withdrawal and other liability
8.1 The customer can withdraw from the contract if it is ultimately impossible for us to render the entire performance before the passing of risk. The same applies in the event of our inability. The customer can also withdraw from the contract if, upon ordering the same type of items, the execution of part of the delivery becomes impossible in terms of quantity or he has a legitimate interest in the rejection of a partial delivery; the customer can thus correspondingly reduce the return service following mutual agreement.
8.2 If the impossibility occurs during the default in acceptance or due to the fault of the customer, the customer remains obliged to render a return service.
8.3 The customer has a right to withdraw if we allow a suitable grace period set by us for the performance of repairs or replacement deliveries with regard to a defect for which we are responsible, within the meaning of the delivery conditions, to elapse three times through our fault. The customer’s right to withdraw also exists in other cases where we fail three times to provide a repair or replacement delivery.
§ 9 Copyright
9.1 Our drafts, samples, models, tools and similar are our intellectual property and may neither be imitated 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.
9.2 The customer is liable in the event of ordering according to the customer’s requirements (including drawing, samples). In this case, trademark rights are not infringed upon.
§ 10 Place of jurisdiction, law, scope of validity for the GT & Cs
10.1 German Law applies. Place of fulfillment are the registered offices of Baumann Dental GmbH.
10.2 Any conflicting terms and conditions are invalid, even if the subject matter is not governed in these terms and conditions.
§ 11 International business
The following provisions shall apply in addition to international transactions:
11.1 All transactions are subject to German Civil and Commercial Law.
The provisions of international private law are expressly excluded.
11.2 Deliveries abroad are subject to advance payment.
11.3 Deliveries are made according to INCO Terms 2020 SCA Warehouse, Brendstr.7, 75210 Keltern.
11.4 In the event of a warranty claim, service is performed following consultation with Baumann Dental.
11.5 Any incurred customs duties and bank charges are at the expense of the customer.
§ 12 Effectiveness of the provisions
If individual provisions are or become ineffective, or if the conditions contain a loophole, the legal effectiveness of the other provisions is not affected. In place of the ineffective provisions, a provision is regarded as being agreed which comes closest economically to the intended purpose of the provision, the same applies in case of a loophole.
Baumann Dental GmbH / Frankenstr. 25 / 75210 Keltern–Deutschland
Phone: +49(0)7236-933690 / wwww.baumann-dental.de