§ 1. General Provisions
1. Any offers, contracts of sale and deliveries of Eisenbacher Dentalwaren ED GmbH are conditioned upon and subject to these General Terms and Conditions of Eisenbacher Dentalwaren ED GmbH, which shall exclusively apply to all contracts concluded by Eisenbacher Dentalwaren ED GmbH and the other party.
2. For the duration of the business relationship between the other party and Eisenbacher Dentalwaren ED GMBH these General Terms and Conditions shall also govern any future offers, contracts of sale and deliveries to the other party even if not again expressly agreed upon between the parties and even if Eisenbacher Dentalwaren ED GmbH provides delivery, being aware of the other party’s deviating or conflicting terms and conditions without expressly rejecting the other party’s terms and conditions.
3. Standard terms and conditions of the other party shall not apply, regardless of whether or not Eisenbacher Dentalwaren ED GmbH expressly objects to them in a particular case.
§ 2. Offers and Contract Formation
1. All offers of Eisenbacher Dentalwaren ED GmbH are subject to change and non-binding. A legally binding contract shall only come into existence upon Eisenbacher Dentalwaren ED GmbH issuing an order confirmation in writing to the other party.
2. All indications of Eisenbacher Dentalwaren ED GmbH in catalogues or other descriptions like drawings, pictures (e.g. measurements, weights and other performance data) are only to be considered as proximate, unless the contractually agreed use requires an exact compliance. A guarantee of quality or a guarantee of durability is only agreed on if Eisenbacher Dentalwaren ED GmbH confirms this in writing. Deviations in measurements, weights and number of items are only acceptable within the limits of customary tolerances, relevant DIN regulations and casting requirements.
§ 3. Prices
Unless otherwise specified in the order confirmation, Eisenbacher Dentalwaren ED GmbH’s prices apply ex works exclusive packing, freight and insurance costs (if applicable). The price is exclusive value added tax in the applicable amount pursuant to statutory law.
§ 4. Conditions of Payment
1. Unless otherwise agreed in writing, payment of any invoices issued by Eisenbacher Dentalwaren ED GmbH is due within thirty (30) days as of the date of the invoice, whereas receipt of payment by Eisenbacher Dentalwaren ED GmbH is decisive.
2. Eisenbacher Dentalwaren ED GmbH shall be entitled to subject any outstanding delivery to delivery against prepayment if – after the conclusion of the contract – it becomes aware of circumstances which impair the credit worthiness of the other party or the other party’s ability to pay any outstanding claims.
3. The other party may not set-off any of Eisenbacher Dentalwaren ED GmbH’s claims with any counter-claims and may not exert a right of retention unless such counter-claim is undisputed or final (res judicata).
§ 5. Delivery and Performance
1. Deliveries are made ex work Eisenbacher Dentalwaren ED GmbH according to the INCOTERMS .
2. Any delivery period specified by Eisenbacher Dentalwaren ED GmbH shall be considered as proximate unless a specific delivery date has been agreed upon in writing. If Eisenbacher Dentalwaren ED GmbH is in default of delivery or if delivery becomes impossible, Eisenbacher Dentalwaren ED GmbH’s liability for damages is subject to the restrictions as specified in Section 8 below.
3. Eisenbacher Dentalwaren ED GmbH shall not be liable for any delay or impossibility of delivery caused by force majeure or any other event which was unforeseeable at the time of the conclusion of the contract (e.g. disruptions of operations, strikes, difficulties in raw material or energy supply) (“Force Majeure Event”) unless such Force Majeure Event was caused by Eisenbacher Dentalwaren ED GmbH. To the extent that such Force Majeure Events are not only temporarily, but materially restrain Eisenbacher Dentalwaren ED GmbH to effect delivery or make delivery impossible, Eisenbacher Dentalwaren ED GmbH shall be entitled to withdraw from the contract. To the extent that such Force Majeure Events are only temporary, Eisenbacher Dentalwaren ED GmbH shall immediately inform the other party thereof whereas the delivery period is postponed accordingly for the period of the impediment. To the extent that – due to the delay – acceptance of the delivery is unreasonable for the other party, which must be proven by the other party, such party may rescind the contract in writing.
4. Partial deliveries are permissible, if the partial delivery is usable for the other party in the scope of the contractual agreed purpose and if the delivery of the outstanding ordered products is secured.
§ 6. Retention of Title
1. Eisenbacher Dentalwaren ED GmbH retains title of any products delivered to the other party until such party has paid all claims under the business relationship with Eisenbacher Dentalwaren ED GmbH (“RoT-Products”). The other party stores the RoT-Products for and on behalf of Eisenbacher Dentalwaren ED GmbH free of charge.
2. The other party may dispose of the RoT-Products during the ordinary course of business, unless Eisenbacher Dentalwaren ED GmbH terminates the contract pursuant to Section 6.4 below. Any pledging or assignment of the RoT-Products as security is not permitted. The other party hereby assigns to Eisenbacher Dentalwaren ED GmbH all claims arising from the sale of the RoT-Products. The same applies to any claims otherwise replacing the RoT-Products such as insurance claims or claims in tort in case of damage or loss of the RoT-Products.
3. If the realizable value of the securities exceeds the claim to be secured by more than 50 %, Eisenbacher Dentalwaren ED GmbH shall release the securities or the respective part upon the other party’s request.
4. If a third party tries to access or seize the RoT-Products, the other party shall inform such party of EISENBACHER DENTALWAREN ED GMBH’s ownership and shall contact Eisenbacher Dentalwaren ED GmbH immediately. If Eisenbacher Dentalwaren ED GmbH rescinds the contract due to other party’s infringement of its contractual obligations (especially in case of default), Eisenbacher Dentalwaren ED GmbH may claim surrender of the RoT-Products.
§ 7. Warranty, Warranty Period
1. Upon delivery, the other party shall examine the goods for soundness, completeness, identity and quality. To the extent that a defect is obvious or detectable upon thorough examination, the goods are deemed accepted and any warranty rights are excluded, unless a written notice of defect is sent to Eisenbacher Dentalwaren ED GmbH within ten days after receipt of the goods detailing the respective defect. To the extent that the defect is non-detectable upon thorough examination, the goods are deemed accepted and any warranty rights are excluded, unless a written notice of defect is sent to Eisenbacher Dentalwaren ED GmbH within ten days after detection of the defect. The freight forwarder needs to be informed immediately about notable exterior damages to the goods upon receipt of the goods. Goods which were notified as defective may only be resent to Eisenbacher Dentalwaren ED GmbH upon EISENBACHER DENTALWAREN ED GMBH’s prior approval.
2. If a product is defective, the other party may only claim supplementary performance whereas Eisenbacher Dentalwaren ED GmbH reserves the right to choose between the method of supplementary performance (repair or subsequent delivery). Should the supplementary performance fail twice the other party is entitled to reduce the remuneration or to rescind the contract. In case that Eisenbacher Dentalwaren ED GmbH is liable for a defect the other party may claim damages in accordance with the requirements set forth in Section 8 below.
3. The warranty period is twelve months as of the receipt of the products.
§ 8. Limitation of Liability
1. Eisenbacher Dentalwaren ED GmbH is only liable for damages irrespective of the legal basis subject to the restrictions set forth in this Section 8. Eisenbacher Dentalwaren ED GmbH is fully liable for any guaranteed product conditions, for any deliberately and grossly negligently caused damages as well as claims according to the Product Liability Act or for damages from the violation of life, the body or the health.
2. Regarding any damages caused slightly negligently, Eisenbacher Dentalwaren ED GmbH shall only be liable for the infringement of essential contractual obligations (Kardinalpflichten), i.e. such obligations on which the other party relies upon and could reasonably rely upon. In these cases Eisenbacher Dentalwaren ED GmbH’s liability is limited to the amount of the typical foreseeable damages.
3. The restrictions of this Section 8 also apply to any organs, legal representatives, employees or other vicarious agents of Eisenbacher Dentalwaren ED GmbH.
§ 9. Miscellaneous, Place of Performance, Place of Jurisdiction
1. Unless otherwise specified in the order confirmation, place of performance is at the corporate seat of Eisenbacher Dentalwaren ED GmbH.
2. These Terms and Conditions of Business and the business relationship between Eisenbacher Dentalwaren ED GmbH and the other party shall be governed by the laws of the Federal Republic of Germany, excluding its conflicting law provisions and the Vienna Convention on the Law of Treaties from 11 April 1980 (CISG).
3. The parties submit to the jurisdiction of the competent courts at the corporate seat of Eisenbacher Dentalwaren ED GmbH for any and all disputes arising out of the business relationship between Eisenbacher Dentalwaren ED GmbH and the other party. However, Eisenbacher Dentalwaren ED GmbH reserves the right to submit a claim before a court at the other party’s principal place of business.
§ 10. Restriction
The other party represents and warrants that: (i) it is not, nor its representatives or anyone for whom it is acting, assisting, or owned or controlled directly or indirectly by, a person(s) designated, named, or identified pursuant to any national or international law or regulation imposing trade and economic sanctions, prohibitions or restrictions (a “Sanctioned Entity”); and (ii) it shall not resell the product nor have any commercial relationship with respect to the product with any Sanctioned Entity. Eisenbacher Dentalwaren ED GmbH may terminate the contract immediately, without any liability, in the event of breach by the other party of its representation and warranty
§ 1. General Provisions