Dental Wings GmbH Standard Terms and Conditions of Business

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§ 1 Scope

(1) These Standard Terms and Conditions shall solely apply to transactions with companies, legal entities under public law or special funds under public law as provided for in § 310 para. 1 German Civil Code (BGB). Conflicting or deviating conditions of the Purchaser shall not apply unless they have been expressly accepted by us in writing.

(2) Our Standard Terms and Conditions shall also apply for any future business transactions with the Purchaser insofar as a legal transaction of similar nature is concerned.

§ 2 Offer and contract conclusion

(1) Unless otherwise stated in our offer, our offer is binding for a period of 8 weeks.

(2) To the extent a purchase order is to be regarded as an offer in accordance with § 145 BGB (German Civil Code), we can accept this within a period of two weeks.

(3) We do not grant any right of withdrawal, especially not for customized goods and not for delivery items which, by their nature, are not suitable to be returned. In particular, there shall be no right of withdrawal for license keys (SmartKeys) and transaction fees (Guide Fees) and for products with the original packaging opened.

(4) Certain software products are available in the form of a subscription. For cancellation and renewal conditions, see §8.

§ 3 Prices and method of payment

(1) Unless otherwise agreed upon in writing, our prices shall be ex works, packaging excluded, and plus any applicable value added tax. Costs for packaging and shipment will be charged separately.

(2) The invoiced amount must be paid solely to the account stated on the invoice. Cash discount for prompt payment shall be accepted only if particularly agreed upon in writing.

(3) Unless otherwise agreed, the invoiced amount must be paid within 14 days from invoicing. Interests on late payment shall be charged at 3 percent above the applicable base rate per year. We reserve the right to assert any higher claims for damage caused by delay.

§ 4 Set-off and right of retention

(1) The Purchaser shall have a right of set-off only for counterclaims which have been legally established as final and absolute or are beyond dispute. Any right of retention by the Purchaser shall be limited to Purchaser’s counterclaim which are based on the same contract.

§ 5 Period of delivery

(1) Our standard period of delivery for digital delivery items is 3 working days, calculated from the receipt of order. Tangible goods will be sent out by us within 7 working days after receipt of order.

(2) The delivery period stated by us shall not commence until the Purchaser has fulfilled his obligations properly and in due time. Defense of non-performance of contract shall be reserved.

(3) In case the Purchaser in default of acceptance or culpably violates other obligations to co-operate, we shall be entitled to claim any damage arising herefrom, including any additional expenditures. Further claims shall be reserved. If the aforementioned prerequisites are fulfilled, the risk of impossibility of performance due to force majeure or any accidental deterioration of the goods shall pass on to the Purchaser from the point of time on the Purchaser is in default of acceptance or debtor’s delay.

(4) Further statutory claims and rights of the Purchaser due to a delay in delivery shall remain unaffected.

§ 6 Passage of risk during shipment

(1) For goods which are shipped to the Purchaser upon the Purchaser’s request, the risk of impossibility of performance due to force majeure or accidental deterioration of the goods shall pass on to the Purchaser at the latest when the goods leave the work/warehouse. This shall apply irrespective of the fact if the goods are shipped from the place of performance or who must pay the cost for shipment.

§ 7 Reservation of title

(1) We reserve the title to any goods and items delivered until all payments arising from the respective delivery contract have been made in full. The same shall apply to any future deliveries even if we do not expressly reserve this right with each delivery. We shall be entitled to take back the goods sold if the Purchaser violates the contract.

(2) The Purchaser is obligated to treat the sold goods with care as long as the title to those goods has not passed on to him.

§ 8 Subscriptions – Cancellation/automatic renewal

(1) Subscription contracts are automatically renewed by another period of their original term, if they are not cancelled 14 days prior to the end of the current term. Cancellations must be submitted by mail to our business address, by phone to our customer support or by email to coDiagnostiX@dental-wings.com.

§ 9 Warranty

(1) The exercise of warranty rights by the Purchaser requires the Purchaser’s prior proper fulfillment of his statutory duty to inspection and objection pursuant to § 377 HGB (German Commercial Code).

(2) In case of defects, it shall be at Dental Wings’ sole discretion to either provide retrospective fulfilment through remedy of the defect or to deliver new and faultless goods. If subsequent performance fails despite of at least two attempts to do so, the Purchaser shall be entitled to withdraw from the contract or to demand a reduction in price or damage compensation.

(3) Your warranty claims shall become statute-barred within 24 months from the commencement of the warranty period unless the defect has been fraudulently concealed or concerns a guarantee for the properties of the item.

(4) The Purchaser shall be entitled to claim damages due to defects only to the extent that Dental Wings did not disclaim or limit its liability as stipulated in the disclaimer below or other provisions. Any damage compensation shall be limited to the amount paid as license fee or the invoiced value of goods.

§ 10 Liability

(1) Dental Wings shall be liable for intent and gross negligence. In case of a slightly negligent breach of an obligation where the breach of the obligation would jeopardize the purpose of the contract, or the obligation forms a prerequisite for proper performance of contract and the fulfilment of which the Purchaser could rely on (“cardinal duty”), Dental Wings is liable only to the extent of the typically foreseeable damage.

(2) Dental Wings is not liable for a slightly negligent breach of ancillary obligations which do not constitute a material contractual obligation (“cardinal duty”). Moreover, Dental Wings shall not be liable for damage arising from unauthorized changes to the goods by the Purchaser or a third party commissioned by the Purchaser.

(3) In cases of initial impossibility, Dental Wings shall be liable only if Dental Wings was aware of such hindrance to performance or lack of awareness is due to gross negligence, as far as no material contractual obligation is affected.

(4) Exclusion of liability as stated above shall not be applicable in case of fraudulently concealed defects or assumption of a guarantee of quality, as well as in case of liability for claims under the German Product Liability Act and for physical injuries (life, body, health). This does not entail any change in the burden of proof to your disadvantage. If the liability of Dental Wings has been excluded or limited, such exclusion or limitation shall also apply to the personal liability of employees, team members, representatives and vicarious agents of Dental Wings.

(5) With the exception of tort, claims for damages for which the liability has been limited according to this paragraph will come under the statute of limitations within 12 months of the start of the statutory limitation period. Liability will be limited to the height of the license fee paid or the value of goods, respectively.

§ 11 Other

(1) This contract and the entire legal relationship are subject to the law of the Federal Republic of Germany excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) Place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our place of business, unless otherwise specified in the confirmation of order.

(3) All agreements that are made between the parties for the purpose of the execution of this contract are recorded in this contract.

(4) Should individual provisions of this contract be invalid, become invalid or contain a loophole, the remaining provisions shall remain unaffected.

Last updated: June 2019