General Terms and Conditions with Customer Information

Table of Contents

1. Scope of Application
2. Conclusion of Contract
3. Contractual Right of Withdrawal
4. Prices and Payment Terms
5. Delivery and Shipping Conditions
6. Force Majeure
7. Delays Due to Customer Request
8. Retention of Title
9. Defects Liability / Warranty
10. Liability
11. Statute of Limitations
12. Retention, Assignment
13. Applicable Law, Jurisdiction
    
    

1 – Scope of Application

1.1 These General Terms and Conditions (hereinafter referred to as "GTC") of NEO-TEC Dental e.K. (hereinafter referred to as "Seller") apply to all contracts for the supply of goods concluded between a business customer (hereinafter referred to as "Customer") and the Seller in relation to the goods presented in the Seller's online shop. The inclusion of the Customer's own terms and conditions is hereby rejected unless otherwise agreed.

1.2 These GTC also apply exclusively if the Seller performs the delivery to the Customer without reservation, despite being aware of conflicting or differing terms and conditions of the Customer.

1.3 For the purposes of these GTC, an "entrepreneur" is defined as a natural or legal person or a legally capable partnership that, when entering into a legal transaction, acts in the exercise of their commercial or independent professional activity.

2 – Conclusion of Contract

2.1 The product descriptions displayed in the Seller's online shop do not constitute binding offers from the Seller but serve as invitations for the Customer to make a binding offer.

2.2 The Customer can submit their offer using the online order form integrated into the Seller's online shop. By placing the selected goods and/or services in the virtual shopping cart and completing the electronic ordering process, the Customer makes a legally binding offer for the goods and/or services contained in the shopping cart by clicking the button that concludes the order process. Additionally, the Customer can also submit their offer to the Seller via telephone, fax, or email.

2.3 The Seller can accept the Customer's offer within five days by:

• Sending the Customer a written order confirmation or an order confirmation in text form (fax or email), in which case the receipt of the order confirmation by the Customer is decisive, or
• Delivering the ordered goods to the Customer, in which case the receipt of the goods by the Customer is decisive, or
• Requesting payment from the Customer after the order has been placed, or
• If payment by direct debit is offered and the Customer chooses this payment method, by debiting the total price from the Customer's bank account, in which case the time at which the Customer's account is charged is decisive.

If multiple of the aforementioned alternatives are applicable, the contract is concluded at the time when one of these alternatives occurs first. The period for accepting the offer begins the day after the Customer sends the offer and ends at the close of the fifth day following the submission of the offer. If the Seller does not accept the Customer's offer within this period, the offer is considered rejected, and the Customer is no longer bound by their declaration of intent.

2.4 When submitting an offer via the Seller's online order form, the contract text is stored by the Seller and sent to the Customer in text form (e.g., email, fax, or letter) along with these GTC after the Customer's order has been placed. Additionally, the contract text is archived on the Seller's website and can be accessed by the Customer through their password-protected customer account, provided the Customer created an account in the Seller's online shop before submitting their order.

2.5 Before making a binding order through the Seller's online order form, the Customer can identify any input errors by carefully reviewing the information displayed on the screen. A useful technical tool for better recognizing input errors is the browser's zoom function, which enlarges the display on the screen. The Customer can correct their entries during the electronic ordering process using the usual keyboard and mouse functions until they click the button that completes the order process.

2.6 The contract can be concluded in either German or English.

2.7 Order processing and communication are typically conducted via email and automated order processing. The Customer must ensure that the email address provided for order processing is accurate so that emails sent by the Seller can be received. Particularly, the Customer must ensure that any spam filters do not block emails from the Seller or third parties authorized by the Seller to process the order.

2.8 If the parties agree on special conditions, these generally do not apply to simultaneous or future contractual relationships with the Customer.

2.9 In the event of the Customer's financial inability to meet their obligations to the Seller, the Seller may immediately terminate existing exchange contracts with the Customer without notice. This also applies if the Customer files for insolvency. Sections 321 of the German Civil Code (BGB) and 112 of the German Insolvency Code (InsO) remain unaffected. The Customer is required to inform the Seller in writing at an early stage of any impending insolvency.

3 – Contractual Right of Withdrawal

The Seller grants the Customer a contractual right of withdrawal under the following conditions:

3.1 The Customer has the right to withdraw from this contract within fourteen days without providing any reason. The withdrawal period is fourteen days from the day on which the Customer or a third party designated by the Customer, who is not the carrier, takes possession of the last item.

3.2 To exercise the right of withdrawal, the Customer must inform the Seller of their decision to withdraw from the contract by means of a clear declaration in text form (e.g., a letter sent by post, fax, or email). It is sufficient for the Customer to send the notification of exercising the right of withdrawal before the withdrawal period expires.

3.3 If the Customer withdraws from the contract in due form and time, the Seller will refund the purchase price paid by the Customer, excluding the costs of initial shipping and any additional costs incurred due to the payment method chosen by the Customer. The refund will be made within fourteen days from the day the Seller receives the notification of withdrawal.

3.4 The Seller may withhold the refund until the goods have been returned in full.

3.5 The Customer must return or hand over the goods to the Seller without delay and in any event no later than fourteen days from the day on which the Customer informed the Seller of the withdrawal from the contract. The deadline is met if the Customer sends the goods before the period of fourteen days has expired.

3.6 The Customer bears the cost and risk of returning the goods.

3.7 The Customer is liable for any diminished value of the goods according to statutory provisions.

4 – Prices and Payment Terms

4.1 Unless otherwise stated in the Seller's product description, the prices listed are net prices, which are subject to the applicable statutory VAT. Packaging and shipping costs, loading, insurance (especially transport insurance), customs duties, and taxes may be charged separately.

4.2 The Customer has various payment options available, which are specified in the Seller's online shop.

4.3 If payment in advance by bank transfer is agreed upon, the payment is due immediately upon conclusion of the contract, unless a later due date has been agreed upon by the parties.

4.4 If the payment method "invoice" is selected, the purchase price is due after the goods have been delivered and invoiced.

4.5 For the payment method "invoice," the purchase price is payable within 7 (seven) days from receipt of the invoice, without any deductions, unless otherwise agreed. The Seller reserves the right to conduct a credit check when the "invoice" payment method is selected and may decline this payment method if the credit check is negative.

4.6 For the SEPA direct debit payment method, the invoice amount is due after issuing a SEPA direct debit mandate, but not before the pre-notification period has expired. The direct debit is processed when the ordered goods leave the Seller's warehouse, but not before the pre-notification period has expired. "Pre-notification" refers to any communication (e.g., invoice, policy, contract) from the Seller to the Customer announcing a SEPA direct debit charge. If the direct debit cannot be processed due to insufficient funds or incorrect bank details, or if the Customer objects to the charge without justification, the Customer is responsible for the fees incurred due to the chargeback by their bank, provided they are at fault.

4.7 A payment is considered received as soon as the amount is credited to one of the Seller's accounts. In the event of late payment, the Seller is entitled to charge default interest at a rate of 10 percentage points above the applicable base rate. The Seller's other statutory rights in case of Customer's payment default remain unaffected. If claims are overdue, incoming payments will first be applied to any costs and interest, then to the oldest claim.

4.8 If unforeseeable cost increases occur (e.g., currency fluctuations, unexpected supplier price increases), the Seller is entitled to pass on the price increase to the Customer. However, this only applies if the delivery is scheduled to occur more than four months after the conclusion of the contract.

5 – Delivery and Shipping Conditions

5.1 The delivery of goods is carried out by shipping to the delivery address specified by the Customer, unless otherwise agreed. The delivery address specified during the Seller's order processing is decisive.

5.2 The Seller is entitled to make partial deliveries, provided this is reasonable for the Customer. In the case of permissible partial deliveries, the Seller is also entitled to issue partial invoices.

5.3 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper self-delivery. This only applies if the non-delivery is not the fault of the Seller and the Seller has exercised due diligence in concluding a specific covering transaction with the supplier. The Seller will make all reasonable efforts to procure the goods. In the event of unavailability or only partial availability of the goods, the Customer will be informed immediately and any payments will be refunded promptly.

5.4 The risk of accidental loss and accidental deterioration of the sold goods passes to the Customer as soon as the Seller has delivered the item to the carrier, freight forwarder, or any other person or institution designated to carry out the shipment. This also applies if the Seller bears the transport costs. Transport insurance is only provided upon special request and at the Customer's expense.

5.5 If the shipment to the Customer is delayed for reasons attributable to the Customer, the risk passes to the Customer upon notification of readiness for shipment. Any storage costs incurred after the transfer of risk shall be borne by the Customer.

5.6 Self-collection is not possible for logistical reasons.

6 – Force Majeure

In the event of force majeure affecting the fulfillment of the contract, the Seller is entitled to postpone the delivery for the duration of the hindrance and, in the case of long-term delays, to withdraw from the contract in whole or in part without any claims against the Seller arising from this. Force majeure includes all unforeseeable events for the Seller or events that, even if foreseeable, are beyond the Seller's control and cannot be prevented by reasonable efforts from the Seller. Any statutory claims of the Customer remain unaffected.

7 – Delays Due to Customer Request

If the shipment or delivery of the goods is delayed by more than one month at the Customer's request after notification of readiness for shipment, the Customer may be charged a storage fee of 0.5% of the purchase price for each additional month, up to a maximum of 5% of the purchase price. Both parties retain the right to provide evidence of higher or lower damages.

8 – Retention of Title

8.1 The Seller retains ownership of the delivered goods until full payment of the purchase price is received. Additionally, the Seller retains ownership of the delivered goods until all claims arising from the business relationship with the Customer have been fulfilled.

8.2 In the event of processing the delivered goods, the Seller is considered the manufacturer and acquires ownership of the newly created goods. If the processing is done in conjunction with other materials, the Seller acquires ownership in proportion to the invoice values of its goods relative to the other materials. In cases where the Seller's goods are combined or mixed with the Customer's items and these are considered the principal item, co-ownership of the item transfers to the Seller in proportion to the invoice value of the Seller's goods to the invoice or, in the absence of such, to the market value of the principal item. The Customer is considered the custodian in these cases.

8.3 Items under retention of title or legal reservation must not be pledged or used as collateral by the Customer. The Customer, acting as a reseller, is permitted to resell the goods in the ordinary course of business, provided that the Customer effectively assigns to the Seller any claims against its purchasers arising from such resale, and the Customer transfers ownership under the condition of payment to its purchaser. By entering into the contract, the Customer assigns its claims arising from such sales against its purchasers to the Seller for security purposes, and the Seller accepts this assignment.

8.4 The Customer must immediately notify the Seller of any access by third parties to goods owned or co-owned by the Seller or to assigned claims. The Customer must promptly forward to the Seller any amounts collected from assigned claims to the extent that the Seller's claim is due.

8.5 If the value of the Seller's security rights exceeds the amount of the secured claims by more than 10%, the Seller will release a corresponding portion of the security rights at the Customer's request.

9 – Defects Liability / Warranty

If the purchased item is defective, the statutory provisions for defect liability apply. Deviating from this, the following applies:

9.1 Claims for defects do not arise in cases of natural wear and tear or damages that occur after the transfer of risk due to improper or negligent handling, excessive use, unsuitable operating conditions, or external influences not assumed under the contract. If the customer or third parties improperly modify or repair the goods, no claims for defects will exist for these and the resulting consequences unless the customer can prove that the reported defect was not caused by these modifications or repairs.

9.2 For new goods, the limitation period for defect claims is one year from the transfer of risk. For used goods, rights and claims for defects are excluded.

9.3 The aforementioned limitations of liability and reductions in the limitation period do not apply:

• to items that have been used for a building in accordance with their usual use and have caused its defectiveness,
• to claims for damages and reimbursement of expenses by the customer,
• if the seller has fraudulently concealed the defect, and
• to the right of recourse under § 478 (BGB Bürgerliches Gesetzbuch, German Civil Code).

9.4 In the event of subsequent performance, the seller has the right to choose between repair or replacement delivery.

9.5 If a replacement delivery is made under the defect liability, the limitation period does not start anew.

9.6 If subsequent performance is in the form of a replacement delivery, the customer is obligated to return the initially delivered goods to the seller within 30 days. The return package must include the reason for the return, the customer’s name, and the order number for the defective goods to enable the seller to identify the returned goods. As long as and to the extent that the identification of the return is not possible due to reasons attributable to the customer, the seller is not obliged to accept the returned goods and refund the purchase price. The customer bears the cost of reshipping.

9.7 If the seller delivers a defect-free item for the purpose of subsequent performance, the seller may claim compensation for use from the customer in accordance with § 346 Abs. 1 BGB. Other statutory claims remain unaffected.

9.8 If the customer is a merchant under § 1 HGB ((Handelsgesetzbuch, German Commercial Code), they are subject to the commercial duty to inspect and notify of defects in accordance with § 377 HGB. If the customer fails to meet the notification obligations stipulated therein, the goods are deemed approved.

10 – Liability

The seller is liable to the customer for all contractual, quasi-contractual, and statutory, including tortious, claims for damages and reimbursement of expenses as follows:

10.1 The seller is fully liable for any legal reason:

• in cases of intent or gross negligence,
• for deliberate or negligent injury to life, body, or health,
• based on a guarantee promise, unless otherwise stipulated,
• due to mandatory liability, such as under the Product Liability Act.

10.2 If the seller negligently breaches a significant contractual obligation, liability is limited to foreseeable damages typical of the contract, unless unlimited liability applies per the above clause. Significant contractual obligations are those that the contract imposes on the seller according to its content to achieve the purpose of the contract, the fulfillment of which enables the proper execution of the contract in the first place, and on whose compliance the customer regularly relies.

10.3 Otherwise, the seller's liability is excluded.

10.4 The above liability provisions also apply concerning the seller's liability for his agents and legal representatives.

11 – Statute of Limitations

Customer claims against the seller, except for those under "Defects Liability / Warranty," expire one year from the date the customer becomes aware of the facts that give rise to the claim, but no later than five years after the performance of the service, unless unlimited liability applies as per the previous section.

12 – Retention, Assignment

12.1 The customer is not entitled to withhold or refuse performance, unless the seller does not dispute the underlying counterclaims or they have been legally determined.

12.2 Assignment of claims arising from the contract between the customer and the seller, especially any claims related to defects, is prohibited.

13) Applicable Law, Jurisdiction

13.1 All legal relationships between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

13.2 If the customer is a merchant, legal entity under public law, or special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the seller's place of business. If the customer's registered office is outside the territory of the Federal Republic of Germany, the seller's place of business shall be the exclusive place of jurisdiction for all disputes arising from this contract. However, in the aforementioned cases, the seller is also entitled to bring an action at the customer's place of business.

As of June 26, 2024