Dentalversender GmbH, Cologne
As of: August 2024
1. Scope of Application, Incorporation, Ancillary Agreements, Formal Requirements
1.1 Our deliveries and services are provided exclusively on the basis of these General Terms and Conditions. They shall also apply to all future offers, deliveries and services without the need for further express reference.
1.2. Our terms and conditions shall also apply if we carry out the transaction in the knowledge of conflicting or deviating terms and conditions of the customer. Conflicting terms and conditions of the customer shall only be valid if we agree to their validity in writing. We hereby expressly object to any standardised reference to the customer's own terms and conditions.
1.3 There are no verbal side agreements upon conclusion of the contract.
1.4 Future agreements must always be in writing to be valid (Section 126b BGB). This also applies to the agreement or waiver of the form specified here. The customer must ensure that the communication channels provided by him/her, such as address and email, are accessible.
2. Business Partners, Contractual Partnership, Registration from the Healthcare Market
2.1 We sell exclusively to companies, public and medical institutions, such as clinics, pharmacies, dental practices, MVZ (medical care centers) and dental laboratories for professional or commercial purposes and only in commercially customary quantities. Therefore, our terms and conditions only apply to these customer groups. Before delivery, further documents, such as proof of business registration or license to practise, may be requested as evidence. At the same time, we carry out a credit and identity check. See also point 15.3.
2.2 Products subject to the Chemicals Prohibition Ordinance (ChemVerbotsV) are only sold to authorised business partners. By placing an order, the customer confirms that they are of legal age, that substances or mixtures subject to the ChemVerbotsV will only be used in practice in the manner permitted by law and that the legal requirements for this are met. Products subject to the ChemVerbotsV will not be resold. The safety data sheets provided for the ordered product will be taken into account. Specifications regarding permitted use, safe handling and disposal must be observed accordingly.
2.3 When registering online, customers are obliged to provide complete and truthful information during online registration and to inform us immediately in writing of any changes in circumstances. If the information or evidence provided is insufficient or inaccurate, we are entitled to refuse delivery or to temporarily or permanently terminate an existing business relationship.
2.4 Customers will receive all essential content exclusively by email. The customer is responsible for ensuring that they can be reached via this communication medium.
2.5 Under "My Account," customers can also access all invoices, orders, delivery information, backorders and all other information.
3. Offer, Conclusion of Contract, Binding Period, Nature of the Service
3.1 The customer's order constitutes a binding offer to conclude a contract. The contract is concluded when the customer places the order on the one hand and we accept this order by sending an order confirmation or executing the order on the other hand.
3.2 The customer is bound to the order for two weeks.
3.3 The nature of the service to be provided by us is based exclusively on the contractual order documents. Illustrations, descriptions and dimensions or quantities stated in the online shop and online brokerage platforms are subject to change, are not binding and do not claim to be complete. We reserve the right to make changes to designs and materials, provided this is reasonable for the customer.
4. Prices, Shipping Costs, Order Quantities, Minimum Order Value
4.1 All current shipping costs are visible at any time when completing an order and can be accessed at any time at dentalversender.de/unsere-versandkosten
4.2 All prices quoted are non-binding prices in euros and do not include VAT (net prices). The statutory value added tax on the day of delivery must always be added to the prices quoted if this is not specified. We reserve the right to adjust prices due to changes in manufacturer prices or changes in procurement costs.
4.3 Costs for packaging and transport are not included in the net prices quoted. For orders below a certain order value, we charge postage, packaging and shipping costs. Above this order value, the order will be processed free of shipping costs. For order of furnishings/capital goods orders and plaster deliveries, shipping costs are calculated on a time and material basis and may therefore be higher.
4.4 Legal provisions, in particular those relating to medical devices and pharmaceutical law, oblige all parties in the supply chain to ensure documented temperature-stable transport for special items. We will invoice the additional costs for this special service for the relevant items per delivery.
4.5 A minimum order value applies to orders. Orders below this amount will be subject to a minimum value surcharge.
4.6 Please note our current shipping cost information in the shop under the menu item "our shipping costs."
5. Returns, procurement Items, Pharmaceuticals, Deadlines, Fees
Please note our current return conditions in the shop under the menu item "Returns."
5.1 For returns, the forms on our homepage must be used and sent back completely filled out with the return. Please note that for product complaints, contact prior to return is required. Furthermore, to protect our employees, a decontamination declaration is required for certain returns.
5.2 We are entitled to refuse the return of products if necessary information or evidence is missing.
5.3 Special order items (items that are not part of our warehouse assortment and were specially ordered for you) are excluded from return.
5.4 Pharmaceuticals are generally excluded from return. Pharmaceuticals returned by the customer anyway will be disposed of by us without replacement. For significant quantities, we reserve the right to charge an appropriate disposal flat rate.
5.5 A contractual right of return is granted for other consumables. The customer may return the goods to us within 14 days of delivery, stating the reason for return. For this, the goods must be unused, complete and in original packaging. If these conditions are not met, we refuse the return and thus the credit note.
5.6 Return shipping is at the customer's cost and risk. For returns, we charge 3% on consumables and 10% on equipment, furnishings or spare parts of the net goods value as a processing fee, but at least €1.80 per individual product. If the original packaging is opened and no longer resaleable, the costs for new original packaging will be additionally invoiced.
5.7 Always use a sturdy, sealed outer carton suitable for shipping goods for your return. Manufacturers' product packaging may not be used as shipping cartons. Please do not ship in envelopes – these can tear open and the goods can be damaged or lost.
5.8 Please always enclose a copy of the delivery note or invoice. The procedure described in the online shop under "Returns" must be observed.
5.9 Please provide sufficient postage. Unfranked or insufficiently franked shipments cannot be accepted.
5.10 We are happy to pick up your return for a fee. Please see more information in the shop at dentalversender.de/unsere-versandkosten. Return shipping is at the customer's cost and risk.
5.11 Temperature-controlled items are charged with a separate transport fee.
5.12 Otherwise, there is no contractual right to return ordered goods.
6. Payment, Advance Payment Obligation, Default Consequences, Reminder Costs
6.1 All invoiced amounts become due for payment without deduction immediately upon receipt of invoice by the customer. Invoices are issued automatically on the same day of delivery. Exclusively for orders in the shop, there is the "Monthly Invoice" option; this can be activated in connection with a SEPA direct debit authorization with a valid bank connection in Germany under "My Account"/Payment methods in the shop. The monthly invoice includes the ordered and delivered items from the past calendar month from the DENTALVERSENDER shop. The monthly invoice is delivered as an invoice by email on the last day of the month and is immediately due. Telephone orders and orders from external order portals are not considered in the monthly invoice with direct debit.
6.2 For orders with an order value exceeding €20,000.00, the customer is obliged to pay the invoice amount in advance. The same applies if a significant deterioration in the customer's creditworthiness or financial circumstances occurs. If the customer does not comply with the advance payment obligation within the payment deadline stated on the invoice, we are entitled to withdraw from the contract.
6.3 Payment default occurs at the latest 30 days after due date and receipt of an invoice, unless an earlier reminder was sent. In case of payment default, default interest at the statutory default interest rate, but at least 8 percentage points above the base rate per year, becomes due. Processing and administration fees of €4.90 are charged for each reminder. After the 3rd payment reminder, the outstanding invoices are collected by a collection company commissioned by us.
6.4 We reserve the right to make a report for entry in Schufa or a comparable credit rating portal in the event of reminder proceedings.
6.5 Invoicing is done exclusively as an email invoice with PDF attachment. For this purpose, the customer must provide a legitimate email address to enter into the business relationship.
6.6 Invoice copies are charged with a processing fee of €4.00 per invoice file.
6.7 Paper invoices are not provided for environmental reasons. Upon express request, these are provided with an environmental compensation fee of €4.00 per invoice.
7. Set-off, Right of Retention, Assignment Prohibition
7.1 The customer is not entitled to set off their own claims against our payment claims unless the customer's claims are undisputed, ready for decision or legally established.
7.2 The customer is not entitled to assert rights of retention against our payment claims – even from defect notices – unless they result from the same contractual relationship.
7.3 The customer is not authorized to assign their claims against us to third parties, except in the case of a mutual commercial transaction pursuant to Section 354a German Commercial Code (HGB).
8. Place of Performance, Service and Delivery Obligation, Transfer of Risk, Partial Services, Delivery Periods
8.1 As the place of performance for all mutual services under the contract, our registered office at Emil-Hoffmann-Str. 19, 50996 Cologne, Germany, is agreed.
8.2 If the customer wishes the ordered goods to be shipped, the risk of accidental loss passes to the customer as soon as we have handed over the goods to the persons designated by us for shipment. Delivery is uninsured.
8.3 Partial deliveries are permitted insofar as the customer does not recognizably have no interest in them or they are recognizably unreasonable. If we make use of this right, packaging and shipping costs are only charged once.
8.4 Communicated delivery periods are non-binding; their compliance is not guaranteed. If the delivery possibility depends on delivery by a pre-supplier and this delivery fails within a reasonable period for reasons for which we are not responsible, we are entitled to withdraw from the contract. The customer is not entitled to damages for this reason. The foregoing does not apply if the delivery date was expressly and at least in text form designated as "fixed" or "binding."
8.5 Backorder deliveries are deliveries that take place with a time delay because delivery capability was not given at the time of ordering. These are indicated on the delivery notes for the item. As soon as the customer's orders are available for delivery again, we automatically deliver at the price valid on the delivery day. We are therefore entitled to price adjustments due to manufacturer price changes or changes in procurement costs of the item.
8.6 The customer must actively cancel backorder deliveries by notification via email to info@dentalversender.de. The customer regularly receives a current status of backorders by email and can view them at any time under "My Account."
9. Retention of Title
9.1 We reserve ownership of the delivered goods (reserved goods) until complete fulfillment of all claims resulting from the respective business, including ancillary claims and all claims already due to us against the customer at the time of contract conclusion.
9.2 If the reserved goods are processed by the customer, the processing is done for us as manufacturer without further obligation to us. We continue to retain ownership of the processed item or of a newly manufactured item through processing. If a new item is created through processing incorporating property of other suppliers, we acquire co-ownership of the newly created item in the ratio of the value of our reserved property (final invoice amount including VAT) to the other processed items at the time of processing. In the event that such automatic acquisition of ownership should not occur for us, the customer hereby already transfers their future ownership or – in the above-mentioned ratio – co-ownership of the newly created item to us as security.
9.3 If the reserved goods are combined with other items to form a uniform item or inseparably mixed, we acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other combined or inseparably mixed items at the time of combination or mixing. If the combination or mixing occurs in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportional co-ownership to us. The customer stores the sole ownership or co-ownership thus created for us.
9.4 The customer is entitled to resell our goods in the ordinary course of business. In case of resale of the reserved goods, the customer hereby already assigns to us as security the resulting claim against the purchaser – in case of co-ownership of the reserved goods proportionally according to the co-ownership share. The same applies to other claims that replace the reserved goods or otherwise arise with respect to the reserved goods, such as insurance claims or claims from tortious acts in case of loss or destruction. We revocably authorize the customer to collect the claims assigned to us in their own name for our account. We may revoke this collection authorization if the customer does not meet payment obligations from the collected proceeds, falls into payment default, or an application for opening insolvency proceedings is filed or there is suspension of payments. If one of these conditions exists, we may also demand that the customer disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the related documents, and notify the third party of the assignment.
9.5 In case of non-compliance with an agreed payment deadline as well as in case of bill and check protests or insolvency, we are entitled to demand return of the reserved goods, whereby costs arising in this regard are borne by the customer. The demand for return is only a withdrawal from the contract if this is expressly declared by us. Upon our request, the customer is obliged without restriction to provide us with the information required for the extrajudicial and judicial assertion of the claim and to immediately provide written documents and information.
9.6 If the value of the securities given to us exceeds our claim by more than 10%, we are obliged upon the customer's request to release these securities to that extent at our choice.
9.7 If third parties access the reserved property (e.g., in case of attachments) or if the customer's insolvency is imminent, the customer must inform us immediately to enable us to enforce the property rights.
10. Inspection and Complaint Obligation
10.1 The customer's defect rights presuppose that they have properly fulfilled the inspection and complaint obligation owed pursuant to Section 377 German Commercial Code (HGB). The customer must inspect the goods immediately after delivery, as soon as this is feasible in the ordinary course of business, and if a defect appears, immediately notify us. If the customer fails to give notice, the goods are deemed approved unless it is a defect that was not recognizable during inspection. If such a defect appears later, notice must be given immediately after discovery; otherwise, the goods are also deemed approved with respect to this defect. Timely dispatch of the notice is sufficient to preserve rights. If we have fraudulently concealed a defect, we cannot rely on the above provisions.
10.2 Transport damage must be immediately documented by the customer in a meaningful way (photographs, description if applicable) to enable successful recourse against the transport service provider later.
11. Demand for Return, Right to Take Back
11.1 We are entitled to withdraw from the contract after setting a reasonable deadline and to demand return of the goods delivered under retention of title, provided the customer is in default of payment of the purchase price or, in case of agreed installment payments, with at least two installments, or the customer has culpably violated their obligations pursuant to Section 9.
12. Defect Liability, Customer's Rights, Limitation
12.1 In all other cases, the statutory defect rights apply with the following modifications according to Sections 12.3 to 12.8 and Section 13.
12.2 For delivered goods, we warrant that they are free from material and legal defects.
12.3 For delivered software, we warrant that the created software has the agreed characteristics and is not affected by defects that significantly impair suitability for the use presupposed by the contract. The customer is aware that according to the state of technology, it is not possible to create a completely error-free program. All defect claims expire if the customer or third parties make interventions in the software.
12.4 If the customer asserts defect rights (such as warranty claims or product complaints where the promised manufacturer properties are not fulfilled) against the manufacturer of the goods delivered by us, we will support the customer at our discretion and, if applicable, assign existing rights against the manufacturer.
12.5 In case of defective production and delivery of goods (13.4) or software (13.5), we are obliged, at our choice, to provide subsequent performance in the form of defect remedy or delivery of a new defect-free item. We are entitled to make two subsequent performance attempts. After two unsuccessful subsequent performance attempts, the customer may, at their choice, withdraw from the contract or demand an appropriate reduction of the remuneration (reduction).
12.6 If the customer withdraws from the contract, the customer must immediately send us the delivered goods and provide reasonable compensation for benefits drawn. It is assumed that a share of 1/60 of the net purchase price per month of use is owed as compensation for use. The customer is permitted to prove lower compensation for use.
12.7 Defect rights do not exist if defects or damage are attributable to operational wear or normal wear and tear (such as rollers and slide rails, sealing systems, sealing rings, rubber parts, connecting elements, hoses of any kind, fuses, lamps, paint parts, upholstery parts, movable electrical lines, ball bearings, plain bearings, gears, collets, rotors) as well as to improper use or operating errors with the product.
12.8 The customer is only entitled to self-remedy a defect after unsuccessful expiry of a reasonable defect remedy period set for us or our express consent given at least in text form. In case of defect remedy attempts by the customer made without the conditions mentioned in sentence 1 being present, no defect right exists. Our right to make two subsequent improvement attempts remains unaffected.
12.9 All defect rights of the customer resulting from defective performance expire after 12 months. The beginning of limitation is governed by statutory rules. Sections 13.1 and 13.6 are excluded from this regulation.
13. Further Liability, Limitation of Liability
13.1 We are liable in cases of intent or gross negligence according to statutory provisions.
13.2 In case of slightly negligent breach of essential contractual obligations, liability for damages is limited to the foreseeable, typically occurring damage. An essential contractual obligation exists if its breach endangers the achievement of the contract purpose or the customer has relied and could rely on compliance with the obligation.
13.3 Otherwise, we are not liable for slightly negligent breach of contractual obligations.
13.4 Liability for data loss is limited to the typical restoration value that would have occurred with regular appropriate creation of backup copies of all data, structures and programs. In cases where our liability arises as a consequence of defects in materials obtained from third-party suppliers, the customer is first referred to enforce our claims assigned to them against the third-party supplier, if necessary also in court. If enforcement remains unsuccessful, we are liable in accordance with the above paragraphs.
13.5 The provisions contained in Sections 13.1 to 13.4 also apply to the fault and liability of our vicarious agents and representatives.
13.6 The above limitations of liability according to Sections 13.2 to 13.5 do not apply to cases of culpable injury to life, body and health as well as to deviations from granted warranties and fraudulently concealed defects. Liability under the Product Liability Act also remains unaffected.
14. Applicable Law, Jurisdiction, Validity Clause
14.1 The contracting parties agree, with respect to all legal relationships arising from this contractual relationship, presently as well as future subsequent performance of the contract, to the application of German law excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
14.2 The exclusive place of jurisdiction is agreed to be the court responsible for the place of performance if the customer belongs to the merchants within the meaning of the German Commercial Code (HGB), is a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in the Federal Republic of Germany. Furthermore, we are also entitled to take action against the customer at their general place of jurisdiction.
14.3 Should individual provisions of the contract with the customer, including these General Terms and Conditions of Sale, be or become wholly or partially invalid, or should the contract contain gaps, the validity of the remaining provisions is not affected thereby. If the invalidity of individual provisions follows from reasons other than those of the law of general terms and conditions, the contracting parties undertake to make an arrangement that comes closest to the invalid provision in its sense and purpose.
