General terms and conditions of business
1. Validity
The following terms and conditions apply exclusively to all contracts, deliveries and services, including consulting services of Dental Direkt GmbH, unless otherwise expressly agreed with the contractual partner. These terms and conditions of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 Paragraph 1 of the German Civil Code (BGB).
Differing general terms and conditions of the contractual partner do not apply even if Dental Direkt GmbH has not expressly objected to them in individual cases or if it carries out the delivery or service without reservation despite knowing that the contractual partner's terms and conditions conflict with or deviate from its own terms and conditions. The terms and conditions also apply to all future transactions with the contractual partner.
The version of the General Terms and Conditions valid at the time of conclusion of the contract shall apply.
2. Offer and conclusion of contract
Offers from Dental Direkt GmbH are non-binding and subject to change. Declarations of acceptance, order confirmations, agreements as well as changes and additions are only binding if they are made by Dental Direkt GmbH in writing, by telex or by email.
3. Prices
The prices quoted are ex warehouse, uninsured and excluding packaging. If packaging is required, this will be produced at the seller's discretion and charged at cost price. The prices quoted are exclusive of freight and the applicable statutory sales tax.
4. Terms of payment
The customer can pay the purchase price by credit card, PayPal, purchase on account via Klarna, instant bank transfer via Klarna, financing via Klarna, direct debit or on account. When paying by credit card and PayPal, the time of payment corresponds to the time of the order.
If the contracting party defaults on payment of an invoice or if circumstances become known after the conclusion of the contract that are likely to seriously call into question the creditworthiness of the contracting party, all claims become due immediately, regardless of any payment terms granted. Dental Direkt GmbH is entitled to demand advance payments of the invoice amounts at any time before dispatching the goods, provided that this appears justified for objective reasons. An objective reason is in particular a decline in the contracting party's assets that has become known to Dental Direkt GmbH. If the buyer defaults on payments due, Dental Direkt GmbH is further entitled to demand security at any time before carrying out further deliveries or services. If the contracting party does not comply with the request to provide security within a reasonable period set by Dental Direkt GmbH with a threat of rejection, Dental Direkt GmbH can withdraw from the contract. Discounts granted are void in the event of late payment.
The contractual partner shall only be entitled to rights of set-off and retention if the counterclaims are undisputed, recognised or legally established.
Cheques and, exceptionally, bills of exchange are accepted only for the purpose of performance.
a) Paypal
When using the payment service provider “PayPal”, payment processing is carried out via PayPal (Europe) S.à rl et Cie, SCA, 22-24 Boulevard Royal, L-2449 Luxembourg, subject to the PayPal terms of use, which can be viewed at www.paypal.com . This requires, among other things, that the customer opens a PayPal account or already has such an account.
b) Credit card
If the credit card charge is rejected, the customer undertakes to pay the price plus any costs incurred within 10 days of receiving the service. These costs include, among others, the costs incurred due to the revocation of the credit card charge.
c) Instant bank transfer
If you select the payment method Sofort / Sofortüberweisung, the payment will be processed via the payment service provider Sofort GmbH (Theresienhöhe 12, 80339 Munich, Germany; "SOFORT"). Sofort GmbH is a company of the Klarna Group (Klarna Bank AB (publ), Sveavägen 46, 111 34 Stockholm, Sweden). The prerequisite for using the SOFORT payment method is that you have an online banking account that has been activated for this purpose. During the payment process as part of the order, you must identify yourself accordingly and confirm the payment instruction to SOFORT. Your bank account will be debited immediately after you place your order. You can find more information about SOFORT at https://www.klarna.com/sofort/.
In order to carry out an instant transfer, SOFORT GmbH requires your name, bank code and account number as well as the PIN and a TAN for your online banking account. Only your name, bank code, account number, purpose, amount and date of the transfer are saved, not the credit limit or balance of your account or past transactions.
In the event of a successful transaction, Dental Direkt GmbH only receives automated confirmation in real time from SOFORT GmbH that the transfer has been executed.
d) Klarna invoice and financing
In cooperation with Klarna, we offer you invoice purchase and the Klarna installment purchase financing service as payment options. When paying with Klarna, you never have to provide your account details and you only pay once you have received the goods.
When you purchase on account with Klarna, you always receive the goods first and you always have a payment period of 14 days. Further information and Klarna's complete terms and conditions for purchase on account can be found here: https://online.klarna.com/villkor_de.yaws?eid=18901&charge=0
Klarna checks and evaluates the consumer's data and, if there is a legitimate reason, exchanges data with other companies and credit agencies (credit check). If the consumer's creditworthiness cannot be guaranteed, Klarna AB can refuse to use Klarna's payment methods and must point out alternative payment options. Your personal information will be treated in accordance with data protection law and will not be passed on to third parties for advertising purposes. You can find out more about Klarna's data protection policy here. (http://klarna.com/pdf/Datenschutz_DE.pdf)
For more information about Klarna visit www.klarna.de
Klarna AB, company and corporate number: 556737-0431
e) Invoice Dental Direkt GmbH
If Dental Direkt GmbH issues an invoice, payments must be made within the specified payment terms.
When purchasing on account, the purchase price is due after the goods have been delivered and invoiced. In this case, the purchase price must be paid within 10 (ten) days of receipt of the invoice without deductions, unless otherwise agreed. Dental Direkt GmbH reserves the right to only offer the purchase on account payment method up to a certain order volume and to reject this payment method if the specified order volume is exceeded. In this case, Dental Direkt GmbH will inform the customer of a corresponding payment restriction in their payment information in the online shop. Dental Direkt GmbH also reserves the right to carry out a credit check when selecting the purchase on account payment method and to reject this payment method if the credit check is negative.
If the customer chooses the payment option of direct debit or purchase on account, for which Dental Direkt GmbH must pay in advance, the customer's data (first and last name, address, date of birth) will be checked for creditworthiness. The check is carried out by Atradius NV, to which this data is transmitted for this purpose. The credit report may contain probability values (so-called score values) that are calculated on the basis of scientifically recognized mathematical-statistical procedures and which may also include address data. Dental Direkt GmbH will use the information for the purpose of deciding on the establishment or implementation of the contractual relationship, in particular to decide whether the customer is offered the payment option of direct debit or purchase on account. By agreeing to these terms and conditions, the customer declares his consent to the transmission of data and the credit check in accordance with Art. 6 lit. a) GDPR. The information in accordance with Art. 14 GDPR on the data processing carried out by Atradius NV can be found here: https://atradius.de/datenschutz.html
If the customer defaults on payment, Dental Direkt GmbH is entitled to demand default interest of 5% above the base interest rate announced by the European Central Bank per annum. If Dental Direkt GmbH can prove that it has incurred greater damages due to default, Dental Direkt GmbH is entitled to claim these. The customer hereby agrees that Dental Direkt GmbH is entitled to send the invoice to the customer by email as an electronic invoice (invoice that is issued and received in an electronic format, e.g. as a PDF document).
Dental Direkt GmbH may, at its own discretion, also send the invoice to the customer on paper.
f) Direct debit
If the SEPA direct debit procedure is selected, the customer authorizes payments to be collected from his specified account within the European Union by means of SEPA direct debit by consenting to these General Terms and Conditions. At the same time, he instructs his payment service provider to honour the direct debits drawn on his account. The customer is advised that he can request a refund of the debited amount within eight weeks, starting from the debit date. The conditions agreed with his payment service provider apply. If the customer is not the account holder of the specified account, he ensures that the account holder has given his consent for the SEPA direct debit.
The customer undertakes to provide all account details required for participation in the SEPA direct debit procedure (in particular account holder and International Bank Account Number (IBAN)). The customer must ensure that the specified account has sufficient funds so that the SEPA direct debit can be collected. If a SEPA direct debit is returned by the payer without authorization or if the collection of the debt from his payment service provider fails for reasons for which he is responsible - in particular due to insufficient funds, incorrect or invalid account details or objection - he is obliged to ensure sufficient funds or to remedy the reason for the payment problem so that in addition to the outstanding amount, the third-party fees incurred by the payment service provider can be collected on the day stated in the reminder. The provider is entitled to claim further damages for late payment. The customer waives the right to obtain a written SEPA direct debit mandate.
5. Retention of title
Dental Direkt GmbH retains title to delivered goods until the purchase price has been paid in full. In the case of goods that the contractual partner purchases from Dental Direkt GmbH as part of its commercial activity, Dental Direkt GmbH retains title until all of its claims, including existing claims that arise later against the contractual partner from the business relationship, have been settled. This also applies if individual or all of Dental Direkt GmbH's claims are included in a current account and the balance has been drawn and acknowledged.
In the event of a breach of important contractual obligations, in particular in the event of late payment, Dental Direkt GmbH is entitled to take back the goods after issuing a reminder, and the contractual partner is obliged to hand them over. The taking back or seizure of goods by Dental Direkt GmbH, to the extent permitted by law, only constitutes a withdrawal from the contract if Dental Direkt GmbH expressly declares this in writing.
If third parties access the reserved goods, the contractual partner is obliged to inform the third party of Dental Direkt's ownership and to notify Dental Direkt GmbH immediately in text form.
The contracting partner is only authorized to process and sell the reserved goods in the ordinary course of business. However, he hereby assigns to Dental Direkt GmbH all claims in the amount of the final invoice amount including sales tax of the claim of Dental Direkt GmbH that arise from the resale against his customers or third parties, regardless of whether the purchased item was resold without or after processing. The contracting partner remains authorized to collect these claims even after the assignment. However, Dental Direkt is authorized to collect the claim itself if the contracting partner no longer meets his payment obligations from the proceeds received, falls into arrears or has filed or has filed an application for the opening of insolvency proceedings or has stopped payments. In this case, Dental Direkt GmbH can demand that the contracting partner disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents and inform the debtor of the assignment.
When processing with other items not belonging to Dental Direkt GmbH, Dental Direkt acquires co-ownership of the new item in proportion to the value of the reserved goods (invoice value including sales tax) to the other processed items at the time of processing. Dental Direkt GmbH undertakes to release securities to which it is entitled at the request of the contractual partner to the extent that the realizable value of the securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is the responsibility of Dental Direkt GmbH.
6. Shipping and transfer of risk
Unless otherwise agreed, the shipping route and means of shipping are at the seller's discretion. The place of performance is the location of the delivery plant or the seller's warehouse. The risk passes to the buyer upon delivery to the carrier, even if the seller has exceptionally assumed transport costs or carried out the shipping using its own vehicle.
7. Delivery
Information on delivery periods and dates is non-binding unless expressly agreed otherwise.
Dental Direkt is not responsible for force majeure or other circumstances unavoidable for Dental Direkt GmbH that make delivery or execution significantly more difficult or impossible, including post-contractual material procurement difficulties, operational disruptions, strikes, lockouts, official orders and lack of personnel or means of transport, even if they occur with suppliers or subcontractors, even if binding deadlines and dates have been agreed. The hindrance must be reported to the contractual partner immediately in text form. Execution periods are extended according to the duration of the hindrance plus a reasonable start-up time. Furthermore, subsequent requests by the contractual partner for changes or additions to the contractual service content extend the delivery time to an appropriate extent. The same applies if the contractual partner defaults on acceptance of the goods or on fulfilling other obligations or duties. Dental Direkt GmbH's rights due to the extension of the execution obligation or the default of the contractual partner remain unaffected.
8. Rights in the event of defects
Claims for defects by the commercial contractual partner presuppose that the latter has properly fulfilled its obligations to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB).
If there is a defect, the contracting partner has the right to subsequent performance. Dental Direkt GmbH has the right to choose between remedying the defect and delivering a new product. The contracting partner shall bear the costs required for subsequent performance to the extent that they increase as a result of the delivery and service being delivered to a location other than the contracting partner's branch, unless the delivery corresponds to their intended use.
If the subsequent performance fails, the contractual partner has the right to reduce the price or to withdraw from the contract at his discretion.
Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear, or in the case of damage that occurs after the transfer of risk as a result of faulty construction work, unsuitable building ground or due to special external influences that are not assumed under the contract. If the buyer or third parties carry out improper repairs or modifications, there are also no claims for defects for these and the resulting consequences.
We will bear or reimburse the expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs as well as removal and installation costs, if applicable, in accordance with the statutory provisions and these General Terms and Conditions if a defect actually exists. Otherwise, Dental Direkt can demand reimbursement from the buyer for the costs incurred as a result of the unjustified request for defect removal if the buyer knew or could have recognized that there was actually no defect.
Claims by the buyer for expenses required for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded to the extent that the expenses increase because the goods delivered by us were subsequently transported to a location other than the buyer's branch, unless the transport corresponds to their intended use.
Dental Direkt GmbH is liable in accordance with the statutory provisions if the contractual partner asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of the legal representatives or vicarious agents. Dental Direkt GmbH is also liable in accordance with the statutory provisions for any injury to life, body or health caused by it, its legal representatives or vicarious agents. In addition, Dental Direkt GmbH is liable if it culpably violates an essential contractual obligation (so-called cardinal obligation). In this case - violation of a cardinal obligation - liability for damages is limited to the foreseeable, typically occurring damage.
Insofar as the contractual partner is entitled to compensation for damages instead of performance due to a negligent breach of duty, liability is also limited to compensation for foreseeable, typically occurring damages.
The above limitations of liability also apply to third parties and in the event of breaches of duty by persons whose fault we are legally responsible for. They do not apply if a defect was fraudulently concealed or a guarantee was given for the quality of the goods and for claims by the buyer under the Product Liability Act.
Unless otherwise provided above, liability is otherwise excluded.
The limitation period for claims for defects is 1 year from delivery/handover of the delivered items to the contractual partner. Excluded from this are claims for defects by consumers and claims for damages due to culpable injury to life, body or health and/or claims for damages due to grossly negligent or intentional damage caused by Dental Direkt GmbH, its legal representatives and vicarious agents. In addition, the provisions of Section 438 Para. 1 No. 2 and Section 634 a Para. 1 No. 2 of the German Civil Code (BGB) as well as the limitation period in the event of delivery recourse in accordance with Sections 478 and 479 of the German Civil Code (BGB) remain unaffected.
9. Final provisions
This contract and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
If the contractual partner is a registered merchant, the place of jurisdiction and place of performance is the location of the seller's commercial establishment.
The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation.
All agreements made between the parties for the purpose of executing this contract must be in writing. The written form requirement can only be deviated from by written agreement.
Should individual provisions of this contract be or become invalid or contain a gap, the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a legally permissible provision that comes closest to the economic purpose of the invalid provision or fills this gap.