These are the Terms and Conditions for Sale and Delivery of the American Dental Systems GmbH
1. Date of contract
1.1.Any of our sales and deliveries to non-consumers (Traders within the meaning of section 14 of the German Civil Code (BGB)), hereinafter referred to as “Contract Partner”, shall be governed exclusively by these Terms and Conditions. Our offer is addressed exclusively to trade partners for commercial purposes (including in particular clinics, dentists, dental laboratories, etc.). The Contract Partner undertakes to provide truthful information.
1.2. Any own terms and conditions of the Contract Partner shall not apply.
1.3.Contracts for delivery can be concluded in the following manner:
• by way of a written order using telefax, email or the online shop, or
• by way of a telephone order or a personal order (using our hotline, placing an order with our sales representatives, or placing an order at an event/fair). Any order shall be confirmed by us at least in text form as defined in section 126b of the BGB. The content of the contract is set out in the contract confirmation or invoice.
9.2 In all other cases, liability shall be excluded. Any exclusion or limitation of liability shall also apply in respect of the liability of our employees, representatives, vicarious agents, and legal representatives.
9.3. In the event that any damage or losses arise as a result of the improper use of products by the Contract Partner, contrary to the information in the respective instructions for use, liability for any such damage or losses shall be excluded. This shall apply in particular if products are used for indications that are not described in the instructions for use.
10. Specific contractual provisions for attendance at workshops/congresses/seminars (hereinafter referred to as events)
10.1.Attendance at our events shall be governed by the following provisions. Any attendance conditions the Contract Partner (participant) may have shall not be applicable.
10.2.Any registration to attend an event shall be made at least in text form as defined in section 126b of the BGB. The available places shall be allocated in the order in which registrations are received.
10.3. The contract regarding attendance at one of our events shall be concluded by way of our confirmation, sending of an invoice and payment thereof by no later than seven weeks before the event begins.
10.4. You can cancel your attendance up to six weeks before the event is due to begin. In this case, a fixed cancellation fee of € 100.00 is payable. This will be deducted from the refund of the amount already paid for the event. This cancellation fee is waived, if you register for another event. If you cancel your attendance between six weeks and 14 days before the start of the event, half the participation fee falls due, and if you cancel later than that, the full fee must be paid. It is possible to transfer your booking to another participant, in which case this will not count as a cancellation.
10.5. If it is not possible to hold the event due to force majeure or for a compelling reason (such as short-term illness of the speaker without an adequate replacement being available or due to an insufficient number of participants), the Contract Partners shall be informed immediately. In order to be able to notify you of the cancellation immediately and to avoid unnecessary travel, it is necessary that when you register you provide a mobile or fax number or an e-mail address on which you can easily be contacted. In the event that we have to cancel an event, then all sums that have already been paid in respect of the event in question shall be reimbursed; beyond this, the Contract Partner shall have no further claims.
10.6. We reserve the right to make organisational changes to the content and/or the programme of the event. However, the material content of the booked event must not be changed.
10.7. We retain the rights to all training materials. These must not be reproduced or processed, duplicated, distributed or communicated to the public, either in whole or in part without prior written consent. It is not permitted to photograph, film or record our training events on tape without our consent.
11. Software
11.1 Where any software or software products are made available to the Contract Partner, the Contract Partner shall be granted the non-exclusive and non-transferable right, not limited in time, to use this software in unmodified form for the purposes set out in the product description. The manufacturer’s specifications and the manufacturer’s terms and conditions, as well as applicable law must be complied with, see also section 13.
11.2 Software and any associated documentation may not be passed on to third parties – with the exception of operators authorised by the Contract Partner. The Contract Partner may not copy, reverse-engineer or reverse-translate programmes or remove any programme parts.
11.3 The fee for the use of the software that is made available with our products is already included in the purchase price, unless something to the contrary is agreed.
12. Medical device regulation
We comply with the legal requirements of the Medical Devices Act regarding the traceability of batches delivered to the customer in order to comply with EU Regulation 2017/745 of the European Parliament and Council of 5 April 2017 (hereinafter abbreviated to “MDR”).
12.1. The Contract Partners undertake to ensure that they are fully informed on the new requirements and obligations arising from this Regulation and to comply with these. 12.2. The “General obligations of distributors” pursuant to Art. 14 MDR as basic obligations include in particular:
12.3. In particular, the Contract Partner must ensure the traceability of the batches delivered by us by implementing suitable measures to enable a recall to take place in an immediate and systematic manner, should we need to ask for one.
13. Compliance with existing laws and manufacturers’ specifications
The Customer must comply with the respective specifications, instructions and terms and conditions of the respective manufacturer, as well as the legal requirements and statutes, including in particular the Data Protection Act and the Copyright Act (image rights or similar) when using the goods and software purchased or leased from us or licensed by us.
15 Final provisions
15.1Any side agreements must be made in the written form as defined in section 126 of the BGB.
15.2. Severability clause: In the event that individual provisions should be invalid, this shall not affect the validity of the remaining provisions. Any such invalid provision shall be replaced by a valid provision the effect of which is as similar as possible to the invalid provision.
15.3. Place of Jurisdiction: The place of jurisdiction for any disputes with traders within the meaning of section 14 of the German Civil Code (BGB), legal persons under public law, or Special Assets under public law, shall be Munich.
15.4. Choice of Law: The Contract Parties agre that German law shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.
As at: 04/24