Terms and Conditions imes-icore®

imes-icore® GmbH
Competence in Dental & Medical Solutions
Im Leibolzgraben 16
36132 Eiterfeld
Hessen, Germany

Terms and conditions
of imes-icore GmbH, Im Leibolzgraben 16, 36132 Eiterfeld, represented by Managing directors Christoph Stark and Christian Müller, phone: +49 (0) 6672 898 228, fax + 49 (0) 6672 898 222, email info(at)imes-icore.de (hereinafter also referred to as the Seller or imes-icore GmbH) for products and services. These are part of all contracts that the seller concludes with contractual partners (hereinafter also referred to as “client” or “customer”) for the deliveries or services offered by him.

The subject of the contract is the sale of goods and / or the provision of services in the context of sales for our registered customers. The essential characteristics of the goods and / or services can be found in the respective offer.

General Terms and Conditions Schütz Dental GmbH

Schütz Dental GmbH
Dieselstr. 5-6
61191 Rosbach (Germany)
General Terms and Conditions 

§ 1. General – Scope of Conditions
(1) The goods and services and the offers of Schütz Dental GmbH (referred to hereinafter as "the vendor") are supplied exclusively on the basis of these Conditions of Business. These will also apply to all future business relationships, whether or not they are explicitly agreed separately. These Conditions will be deemed to have been accepted at the latest on taking delivery of the goods or services. Confirmations to the contrary by the purchaser with reference to its own Conditions of Business or Purchase are hereby repudiated.

(2) The vendor carries out business exclusively with customers (referred to hereinafter as “purchasers”) within the meaning of Section 14 of the German Civil Code [BGB]. A prospective purchaser that is not a merchant within the meaning of Section 14 of the German Civil Code but which is a consumer within the meaning of Section 13 of the German Civil Code, is required to notify the vendor of this immediately.
(3) All agreements reached between the vendor and the purchaser for the purpose of performing this contract shall be recorded in writing.

§ 2. Offer and Conclusion of Contracts
(1) The offers made by the vendor are non-binding and subject to alteration. Declarations of acceptance and all orders must be confirmed by the vendor in writing or by telefax to be legally valid.
(2) The vendor reserves the right to carry out a creditworthiness check on the purchaser. Depending on the result of the check, the vendor will be entitled to alter its Conditions of Delivery, the payment period or the method of payment. In the event of a negative credit check, the vendor will also be entitled to withdraw from a contract which has already been concluded without incurring liability for damages.
(3) Drawings/plans, illustrations, weights, measures and other performance data are only binding if this is explicitly agreed in writing.
(4) Information from prospectuses, price-lists or the offer is not legally binding unless they have become an explicitly integral part of the contract.
(5) The vendor's employees are not authorised to issue oral agreements or assurances that exceed the contents of the written contract.
(6) The purchaser is bound to its order (the purchaser's contractual offer) for 14 working days. The vendor may accept the order either by written confirmation or by delivering the goods.
(7) Conclusion of the contract is subject to timely and proper self-delivery by the vendor. Defects in performance shall be notified to the purchaser within an appropriate period.

§ 3. Prices
(1) Unless otherwise stipulated, the vendor will be bound by the prices in its offer for 30 days from the date of the offer. Thereafter, the prices in force at the time the goods are delivered will apply. Otherwise, the prices referred to in the confirmation of the offer plus the applicable statutory value added tax – if this is incurred – will be authoritative. The supply of additional goods and services will be invoiced separately.
(2) Unless otherwise agreed, the prices will be ex-works plus the cost of packaging and transport. Deliveries will only be insured at the customer's request and expense. Orthodontic bands, attachments and latches, gold and leads will be routinely shipped via registered mail or registered package at the wish and expense of the purchaser.
(3) Maintenance, repair work, dismantling and installation work will be invoiced separately according to the time taken plus the cost of materials. The vendor's effective hourly rates will apply plus the applicable value added tax – if this is incurred, as will any travel time to and from the worksite.
(4) In the event of any significant change in the order-related personnel or material costs after the contract has been concluded, the vendor will be entitled to adjust the prices accordingly. If requested by the purchaser, the vendor will be required to justify the price-increase. In the event of a price-increase in excess of 10 % of the net price, the purchaser will be entitled to withdraw from the contract within ten days after the price-increase has been announced.
(5) Any discounts granted by the vendor are to be passed on to the patient by the purchaser/dentist resp. dental technician as provided by law.

§ 4. Delivery and Performance Periods
(1) Delivery dates or periods which can be agreed bindingly or non-bindingly must be in writing.
(2) The vendor is not responsible for delivery or performance delays due to reasonably unforeseeable events (so-called "Acts of God") – including in the case of bindingly agreed periods or dates – or for events which make delivery - not only temporarily - considerably difficult or impossible for the vendor – as well as strikes, lock-outs, official instructions etc. in particular, including if these occur with suppliers of the vendor or its subcontractors/sub-suppliers. They entitle the vendor to postpone the delivery, service or performance for the duration of the delay plus an appropriate lead period or to wholly or partially withdraw from the contract due to the still-unfulfilled part.
(3) If the delay lasts more than three months, the purchaser will, after setting an appropriate grace period, be entitled to withdraw from the contract on the basis of the still-unfulfilled part. If the delivery period is extended or if the vendor is released from its obligation, the purchaser may not derive any compensation claims from this. The vendor may only invoke the circumstances referred to if it informs the purchaser within an appropriate period.
(4) If the vendor is responsible for failing to comply with binding deadline periods and dates or is in arrears, the purchaser will be entitled to compensation for the delay to the value of half of one percent (0.5 %) for every full week of the delay. However, such claims may not exceed five percent (5 %) of the invoice amount of the goods and services affected by the delivery delay. Claims exceeding this amount will not be recognised unless the delay is due at least to gross negligence on the part of the vendor.
(5) The vendor is entitled to make partial deliveries and to provide partial performance at any time unless partial delivery or partial performance is unreasonable for the purchaser.
(6) Compliance with the vendor's delivery and performance obligations presupposes the timely and proper fulfilment of obligations by the purchaser.
(7) If the purchaser is in arrears of acceptance, the vendor will be entitled to request compensation for any damage it incurs. With the onset of arrears of acceptance, the risk of accidental deterioration and accidental loss transfers to the purchaser.
(8) Deliveries are made at the risk of the purchaser, including in the case of free delivery.

§ 5. Transfer of Risk
Risk transfers to the purchaser as soon as the shipment has been given to the person carrying out the transport or has left the vendor's warehouse for the purpose of shipment. If shipment is delayed at the request of the purchaser, risk transfers to the purchaser when the latter is notified that the goods are ready for shipment.

§ 6. Guarantees
(1) The vendor guarantees that the products are free of manufacturing and material defects; the guarantee-deadline for mechanical parts of the products expires after one year and after six months for electronic parts. The guarantee period begins on the delivery date.
(2) If the vendor's operating or maintenance instructions are not followed, if alterations are made to the products, if parts are exchanged or if consumable materials that do not correspond to the original specifications are used, all guarantees will lapse if the purchaser fails to refute a corresponding substantiated statement that one of these circumstances caused the defect. The guarantee will also be invalid if damage is due to the fact that the goods have been worked on or repaired by third parties, if the goods are used for another purpose than that intended, if the instructions for use are not complied with or if the generally accepted rules of technology are ignored.
(3) Following receipt of the goods, the purchaser must inform the vendor's customer service management of defects in writing immediately but no later than within one week after delivery. Defects than cannot be detected within this period, including in a careful examination, are to be notified to the vendor in writing immediately following discovery.
(4) If the purchaser informs the vendor that the products do not correspond to the guarantee, the vendor will, at its option and expense, decide whether the damaged part or machine will be sent to be repaired and then returned to the vendor or whether it (the vendor) will collect the damaged part or device.
(5) If the repair fails after an appropriate deadline period, the purchaser may, at its option, request a reduction in the purchase price or, in the case of major defect, request that the contract be cancelled.
(6) Liability for normal wear and tear will not be accepted.
(7) Only the direct purchaser is entitled to assert warranty claims against the vendor; these claims are not assignable.
(8) The purchaser will bear the risk that the goods it has ordered are suitable and have been approved for the purpose it intends. Recommendations on this by the vendor are non-binding.
(9) A defect to a part of the goods will not lead to or mean a defect to all the goods and will not entitle the purchaser to cancel the contract.
(10) The vendor gives no guarantee for used parts, equipment or parts that are subject to wear and tear.
(11) The vendor hereby assigns to the purchaser its existing guarantee claims against the external manufacturer for third-party products that it (the vendor) has procured on behalf of and supplied to the purchaser. The purchaser hereby declares that it accepts this assignment.
(12) The aforementioned paragraphs contain the full, complete and exhaustive guarantee for the products and exclude all other guarantee claims of any kind. This does not apply to damages claims arising from assurances on inherent characteristics.

§ 7. Spare Parts
The vendor will supply the relevant spare parts at the applicable spare part prices for a period of five years following delivery of a machine.

§ 8. Retention of Title
(1) Until all claims (including any balance claims from current account) to which the vendor is entitled for any reason in law whatsoever against the purchaser, either now or in the future, have been fulfilled, the vendor is granted the following securities which it will, at its option, release on request if their value permanently exceeds the value of the claims by over 20%.
(2) The goods remain the property of the vendor. Processing or remodelling will be carried out at all times for the vendor as a manufacturer; however, this will not entail any obligation for the vendor. If the vendor's co-ownership expires due to merging or connection, it is agreed here and now that the purchaser's co-ownership as percentage value of the unified item (book value) will transfer to the vendor. The purchaser will store the vendor's (co-owned) product free of charge. Goods to which the vendor is entitled to any (co-)ownership will be referred to below as reserved goods.
(3) The purchaser is entitled to process and sell the reserved goods in the course of normal business provided it is not in arrears. Pledging or assignment as security is not permitted. The purchaser assigns here and now all claims by way of security (including any balance claims from current account) arising from the resale or any other reason in law (insurance, prohibited actions) in respect of the reserved goods to the vendor in their entirety. The vendor authorises the purchaser revocably to collect claims assigned to the vendor on its own account and on its own behalf. This collection authority may be revoked only if the purchaser fails to duly fulfil its payment obligations.
(4) In the event of access to the reserved goods by third parties, in particular in the form of seizure, the purchaser will inform the third parties of ownership by the vendor and inform the vendor immediately so that it (the vendor) may enforce its ownership rights. If the third party is not able to reimburse the vendor for the resulting court or out-of-court costs in this connection, the purchaser will be liable for these.
(5) In the event of non-contractual conduct on the part of the purchaser – in particular arrears of payment – the vendor will be entitled to take back the reserved goods or, if necessary, demand assignment of the purchaser's surrender claims against third parties. Taking back or pledging the reserved goods by the vendor will not constitute withdrawal from the contract.

§ 9. Payment
(1) Unless otherwise agreed, the vendor's invoices are payable without deduction within 30 days after issue. If the purchaser pays within 10 days after the invoice has been issued, it will be entitled to deduct 2 % discount from the invoice amount. Any retrospective deduction of discount is not permitted. Payment for repair and service work is due immediately and without deduction after the invoice has been issued. Contrary to any deviating provisions of the purchaser, the vendor is entitled to initially offset payment against older debts and will inform the purchaser of the nature of the offsetting. If costs or interest have been incurred, the vendor will be entitled to initially offset the costs, then the interest and finally the principal claim from the payment.
(2) A payment will not be deemed to have been made until the vendor can access the amount. In the case of cheques or bills of exchange, payment will not be deemed to have been made until the cheque or bill of exchange has been credited irrevocably.
(3) Payment by bill of exchange requires explicit prior approval by the vendor. Costs and expenses are at the expense of the purchaser. The purchaser also bears the risk of timely presentation and protest.
(4) If the purchaser falls into arrears, the vendor will be entitled to charge interest at the statutory rate – currently nine percent (9 %) over the applicable base lending rate of the Deutsche Bundesbank – as lump-sum compensation from the applicable date. The vendor may produce evidence of any higher damage.
(5) If the vendor becomes aware of circumstances that cast doubt on the purchaser's creditworthiness, if the purchaser stops its payments or if the vendor becomes aware of other circumstances that cast doubt on the purchaser's creditworthiness, the vendor will be entitled to declare all the remaining debt immediately payable, including if it has accepted cheques or bills of exchange. In this case, the vendor will also be entitled to request advance payments or sureties.
(6) The purchaser is entitled to offset claims, retain title and reduce the purchase price of goods, including if notices of defects or counter-claims are asserted, providing the counter-claims can be established in law or are undisputed.

§ 10. Design Modifications
The vendor reserves the right at any time to make changes to design and products or to change the shape, colour or weight of products; however, it is not obliged to make these alterations to products which have already been delivered.

§ 11. Patents and Copyright
(1) The vendor will release the purchaser and its customers from claims arising from breaches of copyright, trademarks and patents unless the design of a product as delivered originates from the purchaser. The vendor's indemnity obligation is limited to foreseeable damage in respect of the amount. An additional condition for indemnity is that conducting legal disputes will be left to the vendor and that the alleged breach of rights is attributable exclusively to the method of construction of the vendor's products as delivered without being connected to or used with other products.
(2) The vendor is, at its option, entitled to be released from the obligations assumed in Subparagraph 1 by either
a) obtaining the necessary licences in respect of the allegedly breached patents or
b) making an altered product or parts thereof available to the purchaser which, in the event of any exchange for the infringing product or its part, eliminates the allegation of breach of patent concerning the product.
(3) The vendor reserves its rights of ownership and copyright to drawings, sketches, catalogues, plans and other documentation. These may not be made accessible to third parties without the written permission of the vendor and are to be immediately returned on request.

§ 12. Confidentiality
Unless otherwise explicitly agreed in writing, the information distributed to the vendor in connection with orders is not deemed to be confidential.

§ 13. Limitation of Liability
Damages claims arising from defective performance or from unauthorised actions against both the vendor and its employees will not be recognised except in cases of wilful intent or gross negligence. This will also apply to damages claims for non-performance but only to the extent that the replacement of indirect or consequential damage is requested unless liability is based on an assurance intended to protect the purchaser against the risk of such damage. All liability is limited to foreseeable damage at the time the contract is signed. In all cases, liability on the part of the vendor in accordance with the German Product Liability Act and other claims based on product liability will remain unaffected.

§ 14. Applicable Law; Place of Jurisdiction; Partial Nullity, Ancillary Agreements
(1) The law of the Federal Republic of Germany applies to these Conditions of Business and all legal relationships between the vendor and the purchaser, including the provisions of the UN Convention on the International Sale of Goods (CISG).
(2) If the purchaser is a merchant within the meaning of the German Commercial Code, is a legal entity in German public law or is a special public fund in German law, the registered offices of the vendor will be the exclusive place of jurisdiction for all disputes arising directly or indirectly from this contractual relationship. The vendor is at liberty to bring legal action against the purchaser at the place of latter's registered offices.
(3) If any provision of these Conditions of Business is or becomes invalid, void or unenforceable, in whole or in part, the validity, effectiveness and enforceability of the remaining provisions shall not be affected thereby. In place of the void, invalid, inoperable or unenforceable provision of the Conditions of Business, the parties shall endeavor to agree by negotiation upon a provision that is reasonable in terms of place, time, measure and by law and jurisprudence and that, to the extent legally possible, comes as close as possible to what was intended by the parties in terms of the meaning and purpose of the invalid provision. The foregoing shall apply accordingly to any omissions in these Conditions of Business.
(4) Ancillary agreements or amendments to these General Terms and Conditions of Business must be in writing.

23.07.2021
Schütz Dental GmbH
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

General Terms and Conditions Siladent GmbH

Siladent Dr. Böhme & Schöps
Im Klei 26
D-38644 Goslar (Germany)
General Terms and Conditions

§ 1. Preliminary remarks
The following conditions apply to all contracts, deliveries and services, including consulting services, information and similar. They shall therefore also apply to all future business relations, even if they are not expressly agreed again. Conflicting terms and conditions of purchase of the seller shall not apply unless we have expressly objected to them. Any agreements deviating from these terms and conditions must be confirmed by us in writing to be effective. Should individual provisions be invalid, the validity of the remaining provisions shall not be affected.

§ 2. Offers, orders and prices
Our offers are subject to change with regard to price, quantity, delivery period and delivery possibility. Unless expressly agreed otherwise, our prices are valid at the time of receipt of the order. Irrespective of the total costs of the order, costs for processing or orders are incurred in each factory. Our processing costs are not covered for orders with a value of less than € 150.00. In this respect we charge an additional processing fee of 15.00 €. Please reduce your own administrative costs and combine several small orders into one order.

§ 3. Deliveries
All deliveries by truck shall be made in accordance with INCOTERMS 2020 ‚DAP‘ (Delivered At Place) – but on the basis of the conditions of the respective carrier – at the risk of the seller with a carrier or parcel service of his choice, unless the buyer wishes another preferred mode of transport to be used in accordance with Incoterms 2020. All deliveries made by sea or air transport shall also be made in accordance with one of the INCOTERMS 2020 at the seller‘s option or in accordance with the buyer‘s specification. Additional costs arising from special shipping requests of the buyer shall be borne by the buyer. We will endeavour to meet the stated delivery times as far as possible without assuming any liability for this. Should a delay in delivery occur, the buyer can only withdraw from the contract if he has set a reasonable grace period of at least 4 weeks for performance. War, operational disruptions or interruptions in sales, orders from above or other cases of force majeure such as strike, lockout or shortage of labour, which reduce or prevent production and dispatch at our or our suppliers‘ premises, release us from the obligation to deliver for the duration of the disruption and to the extent of its effect, or entitle us to withdraw from the contract in part without the buyer having any claims for damages.

§ 4. Packaging
The prices stated are ex works including packaging.

§ 5. Warranty, complaint
It is incumbent on the accepting party to immediately carry out a careful incoming goods inspection with regard to the goods delivered to him and with a view to safeguarding claims against the bearer and the respective insurers. We can therefore only consider complaints by the customer if they are made in writing within 14 days of receipt of the goods at their destination, unless the defects are not apparent. If the defects only become apparent during application, use or processing, the complaint must be made in writing within 14 days, stating all circumstances. We are only obliged to make a replacement delivery within the statutory warranty period if the goods delivered by us have material defects or if warranted characteristics are missing. The rejected goods may only be returned to us with our consent. We will remedy justified defects at our discretion by a price reduction, exchange or by taking back the goods. Further claims against us, regardless of the legal basis, in particular for compensation for consequential damages and for negligent breach of secondary contractual obligations, are excluded. The obligation to pay damages shall not apply if we are not given an opportunity to inspect the goods and no reasonable delivery period is set thereafte

§ 6. Payments
The terms of payment depend on the contract, usually advance payment or 30 days net. Fees for international bank transfers are generally charged to the client. Any fees nevertheless incurred will be charged to the client subsequently.

§ 7. Reservation of proprietary rights
The goods remain our property until all our claims, including future claims arising from the business relationship with the buyer, have been satisfied in full. If the buyer does not fulfil his obligations to us despite a reminder, we are entitled to demand the return of the reserved goods to us without the need for an extension of the deadline or a declaration of withdrawal. Taking back the reserved goods shall only constitute a withdrawal from the contract if we have expressly declared this in writing. The ownership extends to the products resulting from the processing. The processing shall be deemed to have been carried out without the buyer having any claims arising from the processing and securing of the reserved goods. He is obliged to keep the goods for us and to insure them sufficiently against loss, theft or damage. He hereby assigns his claims arising from the insurance contracts to us in advance. If the buyer does not fulfil his obligations to us, he may use the delivered goods and the objects created by processing in the ordinary course of business, but without any claim to pledge or security. The buyer must reserve ownership of the goods to which he is entitled vis-à-vis his customers until they have paid the purchase price. If the buyer processes third-party goods that do not belong to us, we shall be entitled to co-ownership of the new item in proportion to the invoice value of the processed goods. The buyer hereby assigns to us in advance all his claims, ancillary and security rights to secure the resale of the goods subject to retention of title. If we are only entitled to a share of the goods subject to retention of title, the share of the claims from the sale to be assigned to us shall be determined by our share of ownership. If the goods subject to retention of title are sold together with goods owned by third parties at a total price, the purchase price claim shall only be deemed to be equal to the proportionate amount of the value of the conditional raw materials. The buyer is entitled to collect the claims from the resale as long as he fulfils his payment obligations to us according to the contract. At our request, he must inform us of the debtors affected by the assigned claim. If the realisation of our claims appears to us to be at risk, we may notify the debtors of the assignment of the claim. The buyer must inform us immediately if third parties have access to the reserved goods or the assigned claims. As soon as our claims arising from the business relationship have been paid in full, ownership of the goods subject to retention of title shall immediately pass to the buyer and he shall be entitled to the assigned claims.

§ 8. Protection of proprietary rights
If goods delivered by us are processed which bear a brand name, our brand name may only be used on the goods manufactured from it with our express prior consent. The same applies to the use of our product names and brand names in advertising materials, price lists and other business documents.

§ 9. Liability
Unless otherwise provided above, we and our vicarious agents and assistants shall be liable for claims for damages by the customer arising from positive breach of contract, breach of duties during contract negotiations and tort for personal injury and damage to property in accordance with the applicable statutory provisions of the Federal Republic of Germany. Liability for financial losses is excluded.

§ 10. Scope of application, place of performance, place of jurisdiction
The law of the Federal Republic of Germany shall apply to all business and legal relations between us and the buyer, excluding the United Nations Convention on Contracts for the International Sale of Goods. If the buyer is also a merchant, but not a merchant within the meaning of § 4 of the German Commercial Code (HGB), or is a legal entity under public law, the agreed place of performance for deliveries and services shall be the seller‘s registered office and the agreed place of jurisdiction shall be Goslar, Germany.

January 2022
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Terms and Conditions Dreve Dentamid GmbH

Dreve Dentamid GmbH
Max-Planck-Str. 31
59423 Unna (Germany)
Terms and conditions

§1. Application
(1) This Standard Terms and Conditions shall exclusively apply for all services and supplies also for orders in our Online shop, unless otherwise agreed to in writing by both parties.
(2) Our General Terms and Conditions shall also govern all future transactions without any need of express reference thereto or agreement thereon at the conclusion of such transaction and shall also apply if we perform delivery despite our knowledge of differing or contrary terms.
(3) The provisions of these Terms and Conditions extend to standard contract conditions which are used in a contract with a merchant in course of business only.
(4) Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document of information issued by the seller shall be subject to correction without any liability on the part of the seller.
(5) As far as we made individual agreements with the Purchaser, theses have priority over our Terms and Conditions.

§ 2. Offers, Acceptance
(1) Our offers shall not be binding in particular with reference to quantities, price and delivery time.
(2) Orders placed by the Purchaser shall not be regarded as accepted before these have been confirmed by us in writing. If we should fail to confirm an agreement in writing which we have entered into verbally or in a telephone conversation, then our invoice shall be regarded as confirmation.
(3) The presentation of goods in the online shop does not constitute a binding application for the conclusion of a purchase contract. Rather, it is a non-binding request to order goods in the online shop. By clicking on the button ["order now for payment" / "buy"] you make a binding offer.

§ 3. Prices
(1) Our prices are ex works, in EURO exclusive of any statutory VAT which shall be payable at the date of delivery and exclusive costs of packaging and delivery, except as otherwise expressly agreed upon.
(2) If, as a result of a change of law between the agreement date and the delivery date, additional or increased charges, such as but not limited exchange rate fluctuations, currency regulations, jumps in inflation, changes in customs rates, significant increases in material or manufacturing costs, changes in suppliers, widespread illnesses, epidemics and pandemic shall be payable, then we shall have the right to increase the purchase price accordingly.

§ 4. Invoices
Invoices may send via post or e-mail at our option. The client agrees to the electronic transmission of the invoices. Invoices are sent electronically in pdf format to the Client’s e-mail address. On request the invoice can be sent as a printed hard copy invoice.

§ 5. Payment
(1) Payment shall be made within 30 days net from date of invoice. New export customers are only supplied after payment is received, i. e. cash in advance.
(2) We shall accept promissory notes and checks only upon specific arrangement and only on account of payment. Any fees for discount bills or promissory notes shall be at the expense of the Purchaser and immediately payable.
(3) If the invoice amount shall not have been settled within 30 calendar days after the date of invoice or as at another due date, we shall have the right to recover default in a proven amount without the need to a separate warning notice, but in any event an amount equaling 5 % above the base rate of the European Central Bank.
(4) From the second reminder we will charge a handling fee of 5 €. The handling fee will be 8 € for the third reminder, 10 € for the fourth and 15 € for the fifth and last reminder.The Purchaser is permitted to show that damage has either not occurred or is less than the lump sum.
(5) The Purchaser shall be entitled to offset only insofar as the Purchaser’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. The Purchaser is entitled to claim retainer rights only to the extent such rights are based on the same transaction.

§ 6. Quantity, Quality, Labelling
(1) At all times, we shall have the right for custom-made products to supply 10 % more or less than the agreed amount.
(2) We shall have the right to reasonable delivery in instalments.

§ 7. Shipment, Delivery
(1) Unless otherwise agreed in writing, delivery shall be FCA Incoterms 2020.
(2) Delivery is conditioned upon timely and proper performance of all duties of the Purchaser. Defenses based on non-performance of the contract are reserved.
(3) The goods shall be transported insured and in any event at the risk of the Purchaser. This shall also apply in cases of any delivery free of charge and regardless of which means of transport shall be used. A transport insurance shall be provided. Any costs arising therefrom shall be at the expense of the Purchaser only.
(4) The selection of the place of dispatch and the transport route and the means of transport shall, in the absence of any written arrangement dictating otherwise, be subject to our reasonable discretion and be without liability for the cheapest and fastest transport.
(5) If the Purchaser provides the means of transport, then he shall be responsible for its availability on time. We shall immediately be informed of any delays. Any costs arising therefrom shall be at the expense of the Purchaser.
(6) At all times our delivery obligation shall be subject to timely and orderly receipt of the goods from our own suppliers.
(7) Unless otherwise expressly agreed in writing, any indicated time of delivery or unloading shall be non-binding.
(8) Any inability to supply as a result of force majeure or other unforeseen incidents outside our responsibility including, without limitation, acts of public authorities, subsequent cease of export or import opportunities and natural disasters, such as volcanic eruptions, storms, floods, earthquakes or other events, such as wars, riots, terrorist attacks, boycotts, strikes, lockouts, shortages of materials or even epidemics and our reservation of timely supply from our own supplies in accordance with subsection (6) above shall, for their duration and in accordance with their impact, relieve us from the obligation to comply with any agreed time for delivery and unloading. Further, the above inability to supply gives us the right to withdraw from the contract without giving the right to the Purchaser to claim for indemnity or other rights.
(9) If any agreed time of delivery or unloading shall be exceeded and there shall be an incident referred to in subsection (8) above, then the Purchaser must specify to us a reasonable cure period of minimum two weeks. If we shall fail to meet such deadline also, then the Purchaser shall have the right to rescind the agreement but shall have not right to seek compensation for breach of contract or default unless in cases of willful misconduct or gross negligence on our part.

§ 8. Warranty
(1) Precondition for any warranty claim of the Purchaser is the Purchaser’s full compliance with all requirements regarding inspection and objection established by sec. 377 HGB (German Commercial Code).
(2) Warranty claims shall be time-barred after 12 months of the passage of risk.
(3) In case of non-conformity of the goods the Purchaser is entitled to alternative performance in the form of subsequent improvement or delivery of conforming goods. If such alternative performance has failed, the Purchaser is entitled to reduce the purchase price or to withdraw from the contract.
(4) The warranty obligation does not refer to natural wear and tear nor to damage occurring after the transfer of risk due to improper or unsuitable handling, excessive stressing, unsuitable operating material, and chemical, electrochemical or electrical influences of a nature not provided for according to the contract. On improper alterations or repairs or maintenance carried out by the Purchaser or third parties our warranty obligations and liability for consequences caused thereby are rendered void.
(5) Our retreated units are thoroughly checked before they are sold. Anyhow, we are not liable for any material deficiency.

§ 9. Liability
In case of intention or gross negligence, also on part of any persons assisting us in the performance of their obligations, we shall be liable in accordance with the applicable laws.
(1) The same shall apply in case of a damage caused by negligent violation of life, body or health.
(2) In case of a damage to property or a financial damage, we as well as any persons assisting us in the performance of obligations, shall only be liable in case of breach of an essential contractual obligation, subject, however, to a maximum amount equal to the damage which was foreseeable at the time of conclusion of the contract and typical for the contract; essential contractual obligations within the aforesaid meaning are such obligations the fulfilment of which is a prerequisite for performance of the contract and which the other party may generally expect to be complied with.
(3) Liability according to the German Product Liability Act and the German Equipment and Product Safety Act remain unaffected.

§ 10. Privacy
For all information in connection with the handling of personal data, we refer to our separate privacy policy: https://dreve.de/en/footer/privacy-notice/

§ 11. Retention of Title
(1) We retain title to the goods until receipt of all payments in full. In case of breach of contract by the Purchaser including, without limitation, default in payment, we are entitled to take possession of the goods.
(2) The Purchaser shall handle the goods with due care, maintain suitable insurance for the goods and, to the extent necessary, service and maintain the goods.
(3) As long as the purchase price has not been completely paid, the Purchaser shall immediately inform us in writing if the goods become subject to rights of third persons or other encumbrances.
(4) The Purchaser may resell goods subject to the above retention of title only in the course of his regular business. For this case, the Purchaser hereby assigns all claims arising out of such resale, whether the goods have been processed or not, to us. Notwithstanding our right to claim direct payment the Purchaser shall be entitled to receive the payment on the assigned claims. To this end, we agree to not demand payment on the assigned claims to the extent the Purchaser complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stay of payments.
(5) Insofar as the above securities exceed the secured claim by more than 10 %, we are obligated, upon our election, to release such securities upon the Purchaser’s request.

§ 12. Export control / product registration / import specifications
(1) All goods delivered by us are – unless otherwise agreed – destined for the Federal Republic of Germany or, if we agreed to delivery to a country other than Germany, to that country as first delivery.
(2) The export of certain goods by the Purchaser from there can – e. g. based on their type or purpose or final destination – be subject to the procurement of permits. The Purchaser is obligated to strictly observe the relevant export regulations and embargos for these goods, particularly the European Union (EU), Germany and/or other EU member states as well as, if applicable, the USA or Asian or Arabian countries, if he exports the products supplied by us. In addition, the Purchaser is obligated to ensure that he procures the necessary national product permits or product registrations prior to the export in a country other than the agreed first country of delivery and that the specifications incorporated in the national laws of the respective country for the provision of user information in the national language as well as all import regulations have been fulfilled.
(3) The Purchaser shall particularly verify and ensure that
• the provided products are not destined for an armament-relevant, nuclear-technical or weapon-technical purpose;
• no companies and persons listed in the US-Denied Persons List (DPL) are supplied with US-origin goods, US software and
   US technology;
• no companies and persons listed in the US-Warning List, US-Entity List or US-Specially Designated Nationals List are
   supplied with US-origin products without relevant permit;
• no companies and persons are supplied who are specified in the list of Specially Designated Terrorists, Foreign Terrorist
   Organizations, Specially Designated Global Terrorists or the EU Terrorist List or other relevant negative lists for export
   control;
• no military recipients are supplied with the products delivered by us;
• no recipients are supplied who have violated other export control regulations, particularly the EU or ASEAN states;
• all early warning notifications of the relevant German or national authorities of the respective country of origin of the
   delivery are observed.
(4) The access to and usage of goods delivered by us may only occur if the above-mentioned checks and safeguarding has occurred through the Purchaser; otherwise, the Purchaser has to refrain from the intended export and we are not obligated to perform.
(5) The Purchaser is obligated to commit these third parties upon the transfer of the goods supplied by us in the same manner as specified in no. 12.1–12.4 and to inform them of the necessity to comply with such statutory provision.
(6) In the event of agreed delivery outside of the Federal Republic of Germany, the Purchaser ensures at his expense that he, and with respect to the goods to be delivered by us, fulfils all national import conditions of the first country of delivery, unless we have contractually assumed the import status, and that this is legally admissible according to the laws of the respective country.
(7) The Purchaser exempts us from all damages and expenditures resulting from the culpable violation of the obligations according to no. 12.1–12.5.

§ 13. Final Provisions
(1) This contract shall be governed by the laws of the Federal Republic of Germany excluding the Convention on Contracts for the International Sale of Goods.
(2) Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Unna/Germany.
(3) The invalidity of any provision of these general terms and conditions shall not affect the validity of the other provisions. Invalid provisions shall be deemed to be replaced by such valid provisions that shall be suitable to implement the economic purpose of the deleted provision to the greatest extent possible.

End of form
Date: November 2020 Dreve Dentamid GmbH

-------------------------------------------------------