General Terms and Conditions of MDH AG
1. The following terms and conditions apply to all current and future business relationships with clients who are entrepreneurs within the meaning of § 310 para. 1 BGB.
2. Deviating, conflicting or supplementary terms and conditions, even if known, are not part of the contract, unless their validity is expressly agreed in writing. These Terms and Conditions shall also apply if the Contractor unconditionally executes the delivery to the Client, despite being aware of terms and conditions of the Client which conflict with or deviate from the terms and conditions of the Contractor.
3. The customer is aware that the products delivered by the contractor are manufactured abroad, unless otherwise expressly agreed. The delivered products comply with the German quality standard.
§ 2 Conclusion of contract, price changes
1. If the order of the client is to be qualified as an offer in accordance with § 155 BGB, the contractor can accept this within two weeks, the acceptance can be made by sending an order confirmation or by sending the ordered goods.
2. The contractor reserves ownership rights and copyrights to illustrations, drawings, calculations and other documents. This also applies to such written documents, which are designated as “confidential”. Before being passed on to third parties, the client requires the express written consent of the contractor.
3. Quotations / offers of the contractor are non-binding. 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 creation (ceramic, precious metal, etc.) between cost estimate / offer and delivery date to the client. The client agrees to an increase in the offer price from the quotation / offer up to 10%, without the customer being separately informed. In the event of an increase of more than 10%, the contractor will inform the client stating the reasons. The client has the right to object to the price increase within 10 days from the date of the information letter. If the client does not contradict on time, the increased price is considered approved.
4. Estimates / Offers are based on an estimated amount of precious metal that may vary depending on the nature of the individual patient’s tooth structure. It is therefore only about-quantities.
5. The quality of the models and impressions submitted by the client are of decisive importance for the location of the work in the mouth. Working documents which appear to be inadequate may be returned by the contractor in consultation with and agreement with the client.
1. The contractor reserves ownership of the delivered work until complete settlement of all claims from the current business relationship.
2. The principal shall inform the contractor about the execution of third parties in the reserved goods without undue delay by handing over the documents necessary for an intervention; this also applies to any other kind of impairment. Irrespective of this, the principal must already inform the third party in advance about the rights existing on the goods and bear the costs incurred by the contractor as a result of his intervention.
3. The client is entitled to use the work in the treatment. However, he already assigns all claims in the amount of the invoice, which accrue to him in connection with the treatment using the work. The client hereby accepts the assignment. After the assignment, the client is revocable at any time by the contractor to collect the claim. The contractor reserves the right to collect the claim himself as soon as the client fails to meet his payment obligations properly and is in default of payment.
4. If the value of the guarantee exceeds the claims of the contractor against the client by more than 20%, the contractor must, at the request of the client and at the discretion of the contractor, release the securities to which he is entitled to the appropriate extent.
2. The contractor shall be liable in accordance with the statutory provisions insofar as the underlying sales contract is a fixed transaction within the meaning of section 286 (2) no. 4 BGB or section 376 HGB. Furthermore, the contractor shall be liable in accordance with the statutory provisions, provided that as a result of a delay in delivery for which the customer is responsible, the client is entitled to assert that an interest in the further performance of the contract has ceased to exist.
1. The contractor invoices the works with the delivery and draws up a monthly summary by the end of the month. Invoices are due for payment within thirty days from the date of the summary. After this period the customer is in default of payment. Individual invoices become due within 30 days from the invoice date. If payment is made within an agreed payment period, the contractor shall grant the customer a discount of 3%.
3. A right of the customer to offsetting exists only if the counterclaims have been legally established or recognized 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 is entitled to assign his claims against the principal to a factoring company, which will take his place as the debtor. The invoice amounts are then to be paid to the factoring company. Granted discounts are not affected by the assignment.
5. Claims of the commissioner for payment shall become time-barred contrary to § 195 BGB in five years. With regard to the beginning of the limitation period § 199 BGB applies.
§ 6 Shipping, transfer of risk
1. The risk of accidental loss and accidental deterioration of the dental prosthesis passes to the client with the handover or delivery to the freight forwarder, the carrier or otherwise intended for the execution of the consignment persons or institutions.
2. The transfer is the same if the client is in default with the acceptance.
3. Basically, the dentures will be shipped at the expense of the client within Germany. The pick-up by the client or agent can be arranged.
§ 7 Liability for defects
1. The contractor makes a choice at his option for defects in the work warranty by repair or replacement.
2. If the subsequent performance fails, the client may, in principle, at its option, demand a reduction of the remuneration (reduction) or cancellation of the contract (withdrawal). In the event of a minor breach of contract, in particular in the case of only minor defects, the client has no right of withdrawal.
3. The client must report obvious defects within a period of two weeks from receipt of the denture in writing; otherwise the assertion of a warranty claim is excluded. In case of inaccuracies in the pass, the complaint must be made on presentation of the first models; new impressions are to be attached or to be submitted immediately. Deadline is sufficient for the timely dispatch. The client bears the full burden of proof for all claims requirements, in particular for the defect itself, for the time of the discovery of the defect and for the timeliness of the complaint.
4. Liability for defects arising due to faulty models and impressions of the client is excluded.
5. The warranty period is 4 years from the invoice date of the denture. As a condition of the denture basically only the product description of the manufacturer applies as agreed.
§ 8 liability for damages
1. The liability of the contractor for contractual breaches of duty and tort is limited to intent and gross negligence. This does not apply in the case of legally binding liability as well as injury of life, body and health of the client, claims for breach of cardinal obligations and compensation for damages caused by default (§ 286 BGB). In that regard, the contractor is liable for any degree of fault; in the case of breach of a cardinal obligation but only for the typically foreseeable damage and in case of damage caused by delay for each completed week of default only i.H.v. 0.5% of the delivery value, maximum i.H.v. 5% of the delivery value.
2. The aforementioned exclusion of liability also applies to slightly negligent breaches of duty by the vicarious agents of the contractor.
3. As far as a liability for damages, which are not based on the injury of life, body or health of the client, for slight negligence is not excluded, such claims expire within one year starting with the creation of the claim or for damages due to a defect Handing over the thing.
4. Insofar as the liability for damages against the contractor is excluded or limited, this also applies with regard to the personal liability for damages of employees, employees, employees, representatives and vicarious agents of the contractor.
§ 9 Material and accessory position
1. Materials supplied by the client (precious metals, teeth, etc.) or accessories (finished parts, such as attachments, joints, etc.) can be treated with a commercial processing surcharge. Defects due to faulty materials or accessories delivered by the client shall not be borne by the contractor.
2. For the storage of materials or accessories delivered by the client, the contractor is liable with the care he spends in his own affairs.
1. The law of the Federal Republic of Germany applies. The provisions of the UN Sales Convention are not applicable.
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