General terms and conditions of the company Elaboro GmbH.

§ 1 General - validity of conditions The deliveries, services and offers Elaboro GmbH (hereinafter referred to as "seller") are made exclusively on the basis of these terms and conditions. These also apply to all future business relationships, even if they are not expressly agreed again. These conditions are considered accepted at the latest when the goods or services are received. Counter-confirmations by the buyer with reference to his business or purchase conditions are hereby rejected. The seller does business exclusively with entrepreneurs within the meaning of § 14 BGB (hereinafter referred to as "buyer"). A prospective buyer who is not an entrepreneur in the sense of § 14 BGB but a consumer in the sense of § 13 BGB must notify the seller of this immediately. All agreements made between the seller and the buyer for the purpose of executing this contract must be set down in writing. § 2 Offer and conclusion of contract The offers of the seller are subject to change and non-binding. Declarations of acceptance and all orders require the seller's written or telex confirmation to be legally effective. The seller reserves the right to carry out a credit check on the buyer. Depending on the result of the check, the seller is entitled to make changes to the delivery terms or the payment term and the payment method. In the case of a negative credit rating, the seller is also entitled to withdraw from a contract that has already been concluded without compensation. Drawings, especially CAD data, illustrations, dimensions, weights or other performance data are only binding if this has been expressly agreed in writing. Information from brochures, price lists or the offer are not legally binding unless they have expressly become part of the contract. The seller's sales staff are not authorized to make verbal side agreements or give verbal assurances that go beyond the content of the written contract. The buyer is bound to his order (contractual offer of the buyer) for 30 working days. Acceptance of the order can be accepted by the seller either by written confirmation or delivery of the goods. The conclusion of the contract is subject to the timely and proper delivery to ourselves. The buyer must be notified of any disruptions in performance within a reasonable time. § 3 Prices Unless otherwise stated, the seller is bound to the prices contained in his offers for 30 days from their date. According to this, the prices apply at the time of delivery. Otherwise, the decisive factors are the prices stated in the seller's order confirmation plus the respective statutory sales tax, insofar as this is applicable. Additional deliveries and services will be charged separately. Unless otherwise agreed, the prices are ex works plus packaging and transport costs. Deliveries are only insured at the buyer's express request and expense and expense. The seller reserves the right to send goods by registered mail or value package at the expense and expense of the buyer. Express deliveries arranged by the customer are at the expense and expense of the customer, the seller is not liable for the fulfillment of the contract by logistics companies. Maintenance and repair work, as well as removal and installation work, in addition to the material costs, are calculated separately according to the time required. The applicable hourly rates of the seller plus the applicable sales tax, insofar as this applies, plus any accruing arrival and departure costs. If the order-related personnel and material costs change significantly after the contract has been concluded, the seller is entitled to adjust the prices accordingly. The seller has to prove the price increase upon request by the buyer. If the price increases by more than 10% of the net amount, the buyer is entitled to withdraw from the contract within 10 days of the announcement of the price increase. Any discounts granted for patient-specific services on the part of the seller must be passed on to the patient by the buyer / practitioner in accordance with the statutory provisions. § 4 Delivery and performance time Delivery dates or deadlines that can be agreed as binding or non-binding must be in writing. Delays in delivery and performance due to force majeure and events that not only temporarily make delivery significantly more difficult or impossible for the seller - this includes in particular strikes, lockouts, official orders, etc., even if they occur at the seller's suppliers or their sub-suppliers - , the seller is not responsible even for bindingly agreed deadlines and dates. They entitle the seller to postpone the delivery or service for the duration of the impediment plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the part not yet fulfilled. If the hindrance lasts longer than three months, the buyer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the unfulfilled part. If the delivery time is extended or the seller is released from his obligation, the buyer cannot derive any claims for damages from this. The seller can only invoke the above-mentioned circumstances if he notifies the buyer within a reasonable period. If the seller is responsible for the non-compliance with bindingly agreed deadlines and dates or is in default, the buyer is entitled to compensation for delay in the amount of 0.5% for each completed week of the delay, but in total up to a maximum of 2% of the invoice value of the Deliveries and services affected by the delay. Claims beyond this are excluded unless the delay is due to at least gross negligence on the part of the seller. The seller is entitled to make partial deliveries and partial performance at any time, unless the partial delivery or partial performance is not reasonable for the buyer. Compliance with the delivery and performance obligations of the seller presupposes the timely and proper fulfillment of the obligations of the buyer. If the buyer is in default of acceptance, the seller is entitled to demand compensation for the damage incurred; with the onset of default in acceptance, the risk of accidental deterioration and accidental loss passes to the buyer. Deliveries are made at the risk of the buyer, even in the case of freight-free shipping. § 5 Transfer of risk The risk passes to the buyer as soon as the shipment has been handed over to the person carrying out the transport or has left the seller's warehouse for the purpose of shipping. If shipping is delayed at the request of the buyer, the risk is transferred to him when the readiness for shipping is reported. § 6 Warranty The seller guarantees that the products are free from manufacturing and material defects; The warranty period for mechanical products is one year, for electronic products six months and begins on the delivery date. If the seller's operating or maintenance instructions are not followed, changes are made to the products, parts are replaced or consumables are used that do not correspond to the original specifications, any warranty is void if the buyer makes a substantiated claim that only one of these circumstances has caused the defect , not refuted. The warranty is also void if damage is due to the fact that the goods have been processed or repaired by a third party, the goods have been used for other purposes than intended, the operating instructions have not been observed or the generally recognized rules of technology have been disregarded. The buyer must report defects to the seller's customer service management immediately, at the latest within one week after receipt of the delivery item. Defects that cannot be discovered within this period even after careful inspection must be reported to the seller in writing immediately after discovery. In the case of custom-made products, the buyer must check the goods and the invoice for correctness and completeness immediately upon receipt. Complaints must be reported in writing by the buyer immediately. The buyer has the working models, data sets, etc. required for reworking or new creation. to provide. Defects that are not recognizable at the time of receipt of the goods (hidden defects) must be reported to the seller by the seller immediately after they are discovered. If the buyer fails to properly report a defect in accordance with the aforementioned provisions, the work and services concerned are deemed to have been approved. Claims for defects by the buyer are limited to the right to subsequent performance (rectification, new creation, replacement delivery). The contractor reserves the right to decide on the type of supplementary performance. If the subsequent performance is not met within a reasonable period, the client has the right to withdraw from the contract or to request a reduction in the purchase price. In the event of a notification from the buyer that the products do not meet the warranty, the seller decides at his own discretion and at his own expense whether the defective part or device is sent to the seller for repair and then returned to him or picked up by the seller. Claims for damages are generally excluded unless they are based on an intentional or grossly negligent breach of duty or contract by the client. This does not apply to damage from injury to life, limb or health. In the event of a breach of essential contractual obligations (cardinal obligations), the contractor is liable for any negligence, but only up to the amount of the foreseeable damage. Claims for lost profit, saved expenses and claims for damages by third parties as well as claims for consequential damage cannot be claimed. The above restrictions or the exclusion of liability also apply to employees, workers, representatives, legal representatives and all vicarious agents of the contractor. Warranty claims against the seller are only available to the direct buyer and are not transferable. The buyer bears the risk that the goods ordered by him are suitable and approved for the intended purpose. The seller's recommendations are non-binding. A deficiency in part of the goods does not lead to a deficiency in the entire goods or delivery and does not entitle the buyer to withdraw from the contract. A warranty of the seller for used parts and devices as well as for wearing parts is excluded. For third-party products that the seller procured and delivered on behalf of the buyer, the seller hereby assigns his warranty claims against the third-party manufacturer to the buyer. The buyer hereby declares acceptance of the assignment. The preceding paragraphs contain the warranty for the products and exclude any other warranty claims of any kind. This does not apply to claims for damages from property assurances. § 7 Dental technology order data processing The manufacture of dental technology products is based on the models, dimensions, colors, images, electronic data etc. provided by the customer (hereinafter referred to as "performance data"). The contractor has no influence on the quality of the performance data provided. Since the performance data has a decisive influence on the fit, functionality and aesthetics of the finished work in the mouth of the patient, the contractor has the right to change or return the performance data after consultation with the client. The client is solely responsible for all consequences resulting from incorrect or insufficient performance data (e.g. incorrect models and impressions, incorrect or inaccurate color information). § 8 Extended retention of title Until the fulfillment of all claims (including all balance claims from current account), which the seller is entitled to for any legal reason against the buyer now or in the future, the seller is granted the following security, which he will release upon request at his choice, insofar as their value permanently exceeds the claims by more than 20%. The goods remain the property of the seller. Processing or transformation is always carried out for the seller as the manufacturer, but without any obligation for him. If the (co-) ownership of the seller expires due to connection, it is already agreed that the (co-) ownership of the buyer in the unitary item passes to the seller in terms of value (invoice value). The buyer keeps the (joint) property of the seller free of charge. Goods in which the seller is (jointly) owned are referred to below as reserved goods. The buyer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledges or collateral assignments are inadmissible. As a precautionary measure, the buyer assigns to the seller in full the claims arising from the resale or another legal reason (insurance, unlawful act) with regard to the reserved goods (including all balance claims from current account). The seller revocably authorizes him to collect the claims assigned to the seller for his account in his own name. This direct debit authorization can only be revoked if the buyer does not properly meet his payment obligations. If third parties access the goods subject to retention of title, in particular attachments, the buyer will point out the property of the seller and notify the seller immediately so that the seller can assert his property rights. If the third party is unable to reimburse the seller for the judicial or extrajudicial costs incurred in this connection, the buyer is liable for this. If the buyer behaves contrary to the contract - in particular late payment - the seller is entitled to take back the goods subject to retention of title or, if necessary, to assign the buyer's claims against third parties. The withdrawal and the attachment of the goods subject to retention of title by the seller do not constitute a withdrawal from the contract. § 9 Payment Unless otherwise agreed, the seller's invoices are payable without deduction 14 days after the invoice has been issued. If the buyer pays within 3 days after invoicing, he is entitled to deduct a discount of 2% from the invoice amount. A subsequent discount deduction is excluded. Custom-made products, repairs and services are payable immediately with invoice without deduction. The seller is entitled to credit payments against the buyer's older debts despite the contrary provisions of the buyer and will inform the buyer about the type of settlement. If costs and interest have already arisen, the seller is entitled to offset the payment first against the costs, then against the interest and finally against the main claim. A payment is only deemed to have been made when the seller can dispose of the amount. In the case of checks / bills of exchange, payment is only deemed to have been made when the check / bill of exchange has been irrevocably credited. A change of handing requires the express, prior approval of the seller. Expenses and costs are borne by the buyer, as well as the risk of timely submission and protests. If the buyer is in arrears, the seller is entitled to demand interest at the statutory rate from the relevant point in time, currently 9% above the respective base rate of the Deutsche Bundesbank as a lump sum compensation. Proof of higher damage by the seller is permitted. Provided that the creditworthiness is appropriate, the seller grants the buyer a general payment term of 90 days net from the date of invoice. The seller Elaboro GmbH is entitled to make claims against customers located in Germany and EU countries for refinancing to abcfinance GmbH, Kamekestr. 2-8, 50672 Cologne. The buyer is informed with the invoice whether the claim is assigned. Payments with debt-relieving effect are then only to be made to abcfinance GmbH. The bank details will be communicated to the buyer when invoicing. If the seller becomes aware of circumstances that jeopardize the buyer's creditworthiness or the buyer suspends payments, or if the seller becomes aware of other circumstances that jeopardize the buyer's creditworthiness, the seller is entitled to pay the entire remaining debt even if he has accepted checks or bills of exchange. In this case, the seller is also entitled to request advance payments or security deposits. The buyer is only entitled to set-off, retention or reduction, even if complaints or counterclaims are asserted, if the counterclaims have been legally established or are undisputed. § 10 Design changes The seller reserves the right to make product and design changes as well as changes in shape, color, weight, possibly accessories and / or packaging at any time; however, he is not obliged to make such changes to products that have already been delivered. § 11 Patents and copyrights The seller will indemnify the buyer and his buyer for claims arising from copyright, trademark or patent infringements, unless the buyer is responsible for the design of the delivery item. The seller's obligation to indemnify is limited to the foreseeable damage. An additional prerequisite for the exemption is that the seller is left to manage legal disputes and that the alleged violation of the law is solely attributable to the construction of the seller's delivery items without connection or use with other products. The seller optionally has the right to free himself from the obligations assumed in paragraph 1 by either a) procuring the necessary licenses for the allegedly infringed patents or b) providing the buyer with a changed delivery item or parts thereof, which in the case of the exchange for the infringing delivery item or its part eliminate the allegation of injury with respect to the delivery item. The seller reserves his property rights and copyrights to drawings, sketches, catalogs, plans and other documents. These may not be made accessible to third parties without the written consent of the seller and must be returned immediately on request. § 12 Confidentiality Unless expressly agreed otherwise in writing, the information submitted to the seller in connection with orders is not considered confidential. § 13 Limitation of Liability Claims for damages from positive breach of claim and from unlawful acts are excluded both against the seller and against his vicarious agents, unless deliberate or grossly negligent acts are involved. This also applies to claims for damages due to non-fulfillment, but only to the extent that the replacement of indirect or consequential damage is demanded, unless the liability is based on an assurance that is intended to protect the buyer against the risk of such damage. Any liability is limited to the damage that was foreseeable when the contract was concluded. In any case, the seller's liability under the Product Liability Act and other claims from producer liability remain unaffected. § 14 Applicable Law, Place of Jurisdiction, Partial Invalidity, Subsidiary Agreements The law of the Federal Republic of Germany including the International Sales Law (CISG) applies to these terms and conditions and the entire legal relationship between seller and buyer. The seat of the seller is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The seller is free to sue the buyer at his registered office.
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