GTC
General Terms and Conditions of Delivery and Payment (GTC)
CeramTec Dentalvertriebs GmbH, January 2024
1. Scope of application
1.1 The following General Terms and Conditions of Delivery and Payment (hereinafter referred to as "Terms and Conditions") shall apply exclusively to all - including future - deliveries and services (hereinafter referred to as "Deliveries") to customers within the meaning of Section 1.2, unless otherwise agreed.
1.2 These Terms and Conditions shall only apply to persons who, when concluding the contract, are acting in the exercise of their commercial or independent professional activity ("entrepreneurs") and to legal entities under public law or a special fund under public law. They do not apply to natural persons who conclude the contract for a purpose that cannot be attributed to their commercial or independent professional activity ("consumers").
1.3 Our customers' terms and conditions shall not become part of the contract, even if we do not expressly object to them.
2 Conclusion of contract, content of contract
2.1 Our offers are non-binding. The customer is bound to his order for a period of 14 days from receipt by us, unless otherwise stated in the order. Contracts shall only come into existence upon our written order confirmation or delivery. The written form requirement is also met by fax and e-mail.
2.2 Verbal collateral agreements or promises made by our employees that go beyond the content of the written contract or amend these terms and conditions to our disadvantage shall only be effective after written confirmation.
2.3 In connection with the conclusion of the contract, our customers shall receive our application manual via cloud.zeramex.com, which forms an integral part of the contract.
2.4 Illustrations, drawings, weights and dimensions provided by us in connection with the conclusion of the contract shall only be approximate values unless they are a) expressly designated as binding or b) material.
2.5 We reserve all property rights and copyrights to cost estimates, drawings and other documents. They may not be made accessible to third parties without our prior written consent.
2.6 Our product descriptions do not constitute guarantees.
3. Personal data
When you contact us (e.g. by telephone, contact form or e-mail), personal data is stored for the purpose of processing the enquiry and in the event that follow-up questions arise.
4. Price and payment
4.1 Our prices are net ex works in EUR plus the costs for packaging, dispatch and VAT at the statutory rate.
4.2 In the case of delivery periods of more than 2 months, we shall be entitled to increase the agreed prices accordingly if significant changes in energy, material or raw material prices or labour costs have occurred after conclusion of the contract and we are not responsible for this change. Should a price increase exceed 5%, the customer has the right to withdraw from the contract within 2 weeks of notification of the price increase.
4.3 Unless otherwise agreed, payment shall be made within 30 days of delivery and receipt of invoice without any deductions and free to our bank account. Decisive for the timeliness of the payment is the receipt of payment on our account. We only accept cheques on account of payment and only after prior written agreement; bank charges shall be borne by the purchaser. They are due immediately.
4.4 If the agreed term of payment is exceeded, we shall charge interest on arrears at a rate of 8% points above the applicable base interest rate, but at least 10%, without issuing a reminder.
4.5 The customer may only offset or assert a right of retention insofar as his counterclaims are undisputed, recognised or legally established.
4.6 If reasonable doubt arises as to the customer's ability to pay, for example due to individual enforcement proceedings against the customer for late payment, bills of exchange or cheque protest, we may demand the provision of security or cash payment concurrently with performance. If the customer does not fulfil this request within a reasonable period of time, we may withdraw from the part of the delivery contract that has not yet been fulfilled. The deadline is dispensable if the customer is recognisably unable to provide security, for example if insolvency proceedings have been applied for against the customer's assets.
5. Delivery, transfer of risk, partial deliveries, reservation of self-delivery
5.1 Delivery shall be made in accordance with FCA our distribution centre Gewerbestrasse 17, 79618 Rheinfelden-Herten (Incoterms® 2020).
5.2 The risk shall pass to the customer in accordance with FCA our distribution centre Gewerbestrasse 17, 79618 Rheinfelden-Herten (Incoterms® 2020). If dispatch is delayed through no fault of our own, the risk shall pass as soon as we have notified the customer of our readiness to dispatch, even if we have assumed other services, e.g. the shipping costs, including by our own transport personnel. At the customer's request, we shall insure the consignment against transport damage at the customer's expense.
5.3 Partial deliveries are permissible to a reasonable extent.
5.4 Our obligation to deliver is subject to timely and correct delivery to us by our suppliers, unless we are responsible for the incorrect or delayed delivery to us.
6. Delivery time
6.1 Delivery deadlines are only approximate deadlines.
6.2 The delivery period shall commence upon receipt of the order confirmation, but not before clarification of all details of order fulfilment and technical questions and receipt of the goods to be treated and an agreed down payment or payment security.
6.3 The delivery deadline shall be deemed to have been met if the goods have been loaded onto the means of transport provided by the customer by the expiry of the deadline. If dispatch is delayed through no fault of our own, the delivery deadline shall be deemed to have been met upon notification of readiness for dispatch.
6.4 In the event of a delay in delivery, our liability for damages caused by delay in the case of simple negligence shall be limited to foreseeable damages typical of the contract. Our liability shall be limited to a maximum of 0.5 % per commenced week of delay, but in total to a maximum of 5 % of the net invoice amount of the part of the delivery affected by the delay. This shall not affect the customer's claim for damages in lieu of performance in accordance with clause 9. The customer shall inform us at the latest upon conclusion of the contract of any contractual penalties that apply to his customer. In all other respects, Clause 9 shall apply to our liability for default.
6.5 Change requests by the customer shall extend the delivery period until we have checked their feasibility and by the period required to implement the new specifications in production. If an ongoing production is interrupted by the change request, we can bring forward and finalise other orders. We are not obliged to keep production capacities free during the delay.
7. Force majeure
7.1 Force majeure or other unforeseen, unavoidable events for which we are not responsible (e.g. lawful strikes or lockouts, operational disruptions, difficulties in procuring materials or energy, transport delays, shortages of labour, energy or raw materials, measures taken by authorities, or difficulties in obtaining permits, in particular import or export licences) shall extend the delivery period by the duration of the disruption and its effects. This shall also apply if the hindrances occur at our suppliers or during an existing delay.
7.2 If the hindrance is not only of a temporary nature, both contracting parties shall be entitled to withdraw from the contract. Claims for damages are excluded in the cases mentioned in clause 6.1.
8. Reservation of ownership
8.1 We reserve title to the delivered goods until receipt of all payments and irrevocable crediting of accepted cheques from the business relationship with the customer. If a current account relationship exists, the retention of title refers to the recognised balance.
8.2 The customer is obliged to treat the purchased item with care and to maintain it; in particular, he is obliged to insure it sufficiently at his own expense against any damage or destruction at replacement value. The insurance policy and proof of payment of the premiums must be presented to us on request. The customer hereby assigns to us any claims arising from the insurance relationship, subject to the condition subsequent of the transfer of ownership. We accept the assignment.
8.3 The treatment and processing of the reserved goods by the customer shall always be carried out for us without any obligation on our part. In the event of mixing and combining with other goods, we shall acquire co-ownership of the new goods in the ratio of the net invoice value of the goods subject to retention of title to that of the other materials.
8.4 The customer shall be entitled to resell the goods subject to retention of title in the ordinary course of business; however, he hereby assigns to us in advance all claims in full that accrue to him from the resale or further use. We accept the assignment.
8.5 The customer is authorised to collect the claims assigned to us. The authorisation to collect expires if the customer does not meet his payment obligations from the collected proceeds. In this case, we may revoke the authorisation to resell and use the goods and demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents to us and informs the debtors of the assignment. In addition, the customer shall send us a list of the goods subject to retention of title still available, even if they have already been processed.
8.6 Taking back the goods subject to retention of title shall not constitute cancellation of the contract. However, if we declare our withdrawal, we shall be entitled to realise the goods on the open market.
8.7 As long as the retention of title exists, the customer may only transfer ownership by way of security, pledge or assign claims with our written consent. We must be informed immediately of any seizure of the reserved goods by third parties. The customer shall bear any costs arising from the defence against such seizure unless they can be recovered from the third party.
8.8 If the value of the securities exceeds our claims by more than 10%, we shall release our securities to this extent at our discretion at the customer's request.
9. Liability for defects
9.1 Obvious material defects must be reported to us in writing immediately, but no later than 8 days after receipt of the goods, hidden material defects immediately, but no later than 8 days after discovery. If these deadlines are exceeded, all claims and rights arising from the liability for defects for these defects shall lapse.
9.2 Customary or minor, technically unavoidable deviations in quality, colour, width, weight or equipment do not constitute defects; in particular, excess or short deliveries of up to 10% of the order value are permissible, unless otherwise guaranteed.
9.3 We shall not be liable for defects of title resulting from the fact that we have acted in accordance with technical drawings, drafts or other information provided to us by the customer.
9.4 We shall only be liable for the use of the deliveries outside Germany without defects of title if such use was agreed or was to be expected under the circumstances when the contract was concluded. In the event of existing liability for freedom from defects of title outside Germany, we shall be responsible for ensuring that at the time of conclusion of the contract no rights existing abroad, which we were aware of at that time or were not aware of due to gross negligence, conflict with the use.
9.5 In the event of justified complaints, we shall, at our discretion, deliver a replacement or repair the goods. If a replacement delivery is also faulty or the rectification of defects fails, the customer may, after the expiry of a reasonable grace period, demand a reduction in the price or - if the defect is not insignificant - withdraw from the contract and claim damages in accordance with clause 9.
9.6 The costs of subsequent fulfilment arising from the fact that the purchased item was moved to a location other than the customer's business premises after delivery shall not be assumed.
9.7 If the defect was caused by a significant third-party product, we shall be entitled to initially limit our liability to the assignment of the warranty claims and rights to which we are entitled against the supplier of the third-party products, unless satisfaction from the assigned claim or right fails or cannot be enforced for other reasons. In this case, the customer shall again be entitled to the rights under clause 8.5.
9.8 The products supplied by us are not intended to make diagnoses or prognoses or to determine the course of treatment. Neither the products nor any information provided by us are intended to replace the services of a trained healthcare professional or to serve as a substitute for medical advice. We make no representations whatsoever in relation to the Products and give no warranties as to the treatment, effect or use of any medication.
9.9 Claims for defects expire after 12 months from the transfer of risk, unless we have fraudulently concealed defects or caused them intentionally or through gross negligence or we are liable on the basis of a guarantee or due to defects due to injury to life, limb or health.
10. General liability
10.1 We shall be liable, irrespective of the legal grounds, in the event of intent or gross negligence in accordance with the statutory provisions.
10.2 In the event of simple negligence, we shall only be liable in the event of a breach of a material contractual obligation, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the customer regularly relies and may rely, and - unless otherwise regulated in Section 5.4 for damage caused by delay - limited to compensation for foreseeable damage typical for the contract. Our liability for injury to life, limb or health, under the Product Liability Act and under guarantees remains unaffected. Our liability is excluded in all other cases.
10.3 Claims for damages against us in accordance with clause 5.4 and clause 9.2 sentence 1 shall become statute-barred 12 months after the statutory commencement of the limitation period.
11. Packaging
11.1 We will take back our packaging that is produced in Germany but not by private end consumers within the meaning of the Packaging Ordinance at our place of business during normal business hours; the customer shall bear the costs of the return shipment. The packaging must be returned clean, free of foreign matter and sorted by type.
12. Special regulations for ordering dental prosthetic elements and jaw models on the basis of scanned/digital data
If the purchaser orders dental prosthesis elements or jaw models by electronic transmission of data generated with a scanner, the following provisions shall also apply:
12.1 In order for CeramTec Dentalvertriebs GmbH to be able to fulfil its delivery obligations from scan orders, the purchaser must fulfil its obligations to cooperate properly and in good time. In particular, the purchaser must ensure that the data is recorded correctly using a scanner, that it contains all the necessary information and that the scanned data is sent to us in full.
12.2 In the case of scan orders, CeramTec Dentalvertriebs GmbH shall manufacture the dental prosthesis elements and jaw models in accordance with the data transmitted to CeramTec Dentalvertriebs GmbH and from the material selected by the purchaser. Therefore, there are no claims for defects that are based on incorrect operation of the scanner, incorrect transmission of the scanned data due to errors in the line used by the purchaser, the ordering of unsuitable materials or the fitting of the dental prosthesis element on the patient. Finally, there are no claims for defects if the defect is due to reworking or modification of the dental prosthesis or jaw model by the purchaser.
12.3 If the purchaser complains about a material defect in a dental prosthesis element or jaw model, the purchaser must immediately send this to CeramTec Dentalvertriebs GmbH together with the previously scanned model in order to give CeramTec Dentalvertriebs GmbH the opportunity to examine the complaint. If CeramTec Dentalvertriebs GmbH comes to the conclusion that the purchaser has scanned the model improperly and has therefore transmitted incorrect data, CeramTec Dentalvertriebs GmbH will inform the purchaser immediately and send him both sets of data as proof. In such cases, CeramTec Dentalvertriebs GmbH shall only manufacture and deliver a further dental prosthesis element or jaw model at the expense of the purchaser on the basis of the correct data record if the purchaser has given corresponding instructions.
12.4 In the case of data created by CeramTec Dentalvertriebs GmbH for the customer at the customer's request, the customer's order confirmation shall be deemed to be the definitive approval. If the customer has not lodged a written complaint within this period, it shall be deemed approved that both the design and the dimensions of the prosthetic element match.
12.5 If the customer modifies or processes the prosthetic element supplied by CeramTec Dentalvertriebs GmbH, any liability for defects on the part of CeramTec Dentalvertriebs GmbH is excluded.
13. Place of fulfilment, place of jurisdiction, choice of law
13.1 Unless otherwise agreed, the place of fulfilment for all services arising from the contractual relationship with the customer shall be our head office.
13.2 For all disputes arising from the contractual relationship with the customer, if the customer is a registered trader, a legal entity under public law or a special fund under public law, the action shall be brought before the court with jurisdiction for our head office. We are also entitled to bring an action at the customer's head office.
13.3 German law shall apply. The UN Convention on Contracts for the International Sale of Goods of 11 April 1980 is excluded.