GTC

General Terms and Conditions

The following terms and conditions apply to all business relations with the customer, even if they are no longer referred to in subsequent transactions. The placing of an order shall be deemed to constitute acceptance of the General Terms and Conditions of dentona®. All deviations from the terms and conditions are only valid if they have been expressly agreed to in writing. Delivery does not constitute consent. Should individual conditions prove to be wholly or partially ineffective, the remaining conditions shall nevertheless remain fully effective. In this case, the contracting parties undertake to reach a supplementary agreement which comes as close as legally possible to the original meaning and purpose of the invalid condition.

1. offers

The offers of dentona® are always subject to change. Contracts are only valid if they are concluded on the basis of the General Terms and Conditions of dentona®. Deviations, collateral agreements, assurances of characteristics and contract amendments must be made in writing.

2. prices

The customer must pay the price valid on the day of delivery. If the delivery takes place later than 3 months after the conclusion of the contract, the offer price shall apply, provided this has been confirmed in writing. When new price lists come into force, the prices listed therein shall apply. The prices are exclusive of freight costs, packaging, insurance and statutory VAT. In the event of necessary price increases, special prices shall be automatically increased by the same percentage of the price change.

3. delivery time, delivery conditions

The delivery time is 1-3 days. Any claims for damages due to non-compliance with an agreed delivery time are excluded, unless the non-compliance is due to gross negligence or intent on the part of dentona ®. The delivery date shall be deemed to have been met by dentona® if the goods have left the warehouse in Böhlen-Lippendorf on expiry of the delivery date or readiness for dispatch has been notified. If dentona® is responsible for non-compliance with the delivery date, the customer may withdraw from the contract after setting dentona® a grace period of 4 weeks in writing and this period has expired unused. If force majeure prevents timely delivery, the delivery date shall be extended by the duration of the force majeure without further ado. Unforeseen circumstances that make delivery unreasonably difficult or impossible for dentona®, such as labour disputes, official measures, poor supply of raw materials, operational disruptions due to water, fire, storms, etc., regardless of whether they occur at dentona® or at an upstream supplier, are deemed equivalent to force majeure. dentonaIn this case, ® has the right to withdraw from the contract. At the request of the purchaser, dentona® is obliged to inform the purchaser within 8 days whether dentona® intends to withdraw from the contract or will deliver within a reasonable period of time. Orders can also be fulfilled in instalments, each of which must be paid for separately. If the payment of a partial delivery is delayed, dentona® can suspend the fulfilment of the order. If delivery in instalments or on call has been agreed, dentona® may withdraw from the contract without setting a grace period or demand the agreed price against provision of the entire quantity of goods. Call-off orders must be received by dentona® within a reasonable period before the delivery date. Unless otherwise agreed, the transport route and the means of transport are determined by dentona®, without dentona® being responsible for ensuring that the fastest and cheapest option is chosen. The risk is transferred to the customer when the goods are handed over to the carrier at the dentona® warehouse. This also applies to partial deliveries. If the purchaser does not accept the goods without authorisation or if the delivery is delayed for reasons for which the purchaser is responsible, the risk is transferred to the purchaser. If the goods are stored at dentona® or a third party, the customer shall bear the costs. In the event of damage to or loss of the goods during transport, a report of the facts must be made to the carrier immediately. From a net value of goods of € 300.00, dentona ® delivers free of charge. For plaster deliveries with a net value of less than € 300.00, a carriage charge of € 6.90 per parcel will be incurred. Resellers with an order value of € 1,250.00 or more are supplied free of charge, but export orders are always ex works, untaxed and duty unpaid. For resellers, a minimum quantity surcharge of € 10.00 will be charged for orders under € 100.00 net value of goods. 4 Terms of payment Invoices are payable within 20 days without deduction or by direct debit within 8 days less 3% discount. Payments shall only ever be made against the oldest invoices. Means of payment other than cash are only accepted on account of payment. All payments are to be made free of charge for dentona®. Bank, discount and bill charges shall be paid by the customer even without express agreement. Payments by bill of exchange require written authorisation. If the term of payment is exceeded, dentona® may demand interest on arrears after the first reminder at the usual bank rate, but at least 3% above the respective discount rate of the Deutsche Bundesbank. dentona® reserves the right to demand compensation for any further damages. If the customer fails to meet his payment obligations, if cheques or bills of exchange are not honoured punctually or if there are justified doubts about the customer's creditworthiness when the contract is concluded, dentona® may, at its discretion, demand either cash payment of all outstanding claims, including claims on bills of exchange, or securities prior to delivery. Until this demand has been fulfilled, dentona® is under no obligation to deliver. The purchaser may neither withhold payments nor offset them against claims that are disputed by dentona® and have not yet been legally established.

5. reservation of title

The goods delivered by dentona® remain the property of dentona ® until the purchaser has settled all claims that dentona® has against him. The customer may process or sell the goods to which dentona® has reserved title in the ordinary course of business, unless he is in default of payment or suspends payments. In the event of further processing of the reserved goods, it is hereby agreed that dentona® is entitled to co-ownership of the new item created by the processing, which corresponds to the value of the reserved goods in relation to the value of the other processed items. In the event of resale of the goods subject to retention of title, the purchaser hereby assigns to dentona ® the rights to which it is entitled from the sale against its customers, including all ancillary rights and securities, until all claims have been settled. The purchaser may not pledge the goods or assign them as security. Seizures of the goods subject to retention of title must be reported immediately to dentona®, enclosing a copy of the seizure protocol.

6 Warranty and liability

The purchaser must inspect the goods immediately upon receipt. Notification of defects must be made immediately in writing, in the case of obvious defects at the latest within 8 days of the date of despatch, in the case of hidden defects within 8 days of discovery of the defect. Complaints will only be considered if the goods are still in the condition in which they were delivered. If the goods delivered by dentona® have defects for which dentona® is liable, dentona® may, at its own discretion, repair or replace the goods at the customer's premises or at its own premises. The customer must grant dentona® the time and opportunity required at its reasonable discretion to rectify the defect. If he refuses to do so, dentona® is released from the defect. The defective goods must be returned to dentona ® immediately in their original condition for inspection. The return may only be made via the dispatch route and place of dispatch previously determined by dentona®. If the purchaser deviates from this provision, he shall bear the costs for the return shipment and assume the risk. dentona ® may refuse to repair or replace the goods as long as the customer has not fulfilled all his obligations that are not related to the defective goods. If defects cannot be remedied by repair or replacement delivery or if the repair or replacement delivery cannot be carried out for reasons for which dentona® is responsible, the purchaser may withdraw from the contract. Further claims of the purchaser, in particular for cancellation, reduction or compensation, especially for consequential damages or loss of profit, are excluded. This shall also apply insofar as such claims are derived from incorrect advice, unauthorised action, manufacturer's liability, positive breach of contract or culpa in contrahendo. This does not apply if the causes are based on gross negligence or intent for which dentona® is responsible. dentona provides technical application advice to the best of its knowledge. However, all details and information on the suitability and application of our goods are non-binding and do not exempt the purchaser from carrying out his own tests and trials.

7. place of fulfilment and jurisdiction

The legal relationship between dentona® and the purchaser shall be governed exclusively by the laws of the Federal Republic of Germany. The place of fulfilment for the services of both parties is Dortmund. To the extent permitted by law, the exclusive place of jurisdiction for all disputes shall be Dortmund Local Court. dentona® reserves the right to take legal action at the customer's registered office instead.

dentona® AG
Feldbachacker 16, D44149 Dortmund
Management Board: Dipl.-Kfm. Carsten K. Wilkesmann
Chairman of the Supervisory Board:
Dipl. Kfm. Torsten Wortelmann
Local Court Dortmund HRB 14168

8 Terms of payment

Payment shall be made by invoice. The invoice amount is to be transferred to our account within 20 days without deduction. You can only exercise a right of retention if the claims result from the same contractual relationship.