§ 1 Offers and placing of order
1.1 A contract is exclusively concluded upon our written confirmation or delivery
of the goods that determine the content of the contract. Insofar as the contract
is explicitly confirmed by Baumann Dental, the shipping of the goods applies as
acceptance of the order.
1.2 Subsidiary agreements, amendments and additions to the contract must be
confirmed in writing by us in order to be valid. The same applies to property guarantees and the waiving of the requirement for the written form.
§ 2 Terms of payment, prices
2.1 The prices are understood to be in euros ex works excluding all incidental expenses and the statutory VAT, and are stated in euros. Goods directories and prices are always subject to change.
2.2 If the payment due date is exceeded, the customer is obliged to pay interest on
the purchase price at the standard bank interest rate.
2.3 In the event of worsening of the financial status and/or the liquidity of the customer following conclusion of the contract, we are entitled to exercise our rights
as per § 321 of the German Civil Code (BGB) or the right to withdraw from the contract, in whole or in part, as we choose.
§ 3 Right of retention, assignment
3.1 The customer cannot refuse or withhold his services due to any counterclaims,
or offset these with counterclaims, unless these counterclaims are uncontested
by us in terms of their reason and extent, or are legally established.
3.2 The customer’s claims against us can only be assigned with our consent.
§ 4 Delivery time, exceeding of deadline
4.1 The delivery period begins when the customer receives our order confirmation.
4.2 The delivery time shall be considered observed if, by its expiration, the deliverable has left our company or the customer has been informed of its readiness
4.3 The delivery period is extended as appropriate in the event of measures involving industrial action, particularly strikes and lock-outs, as well as upon the
occurrence of unforeseen obstacles that lie beyond our will, insofar as such obstacles verifiably have an inherent influence on the completion or delivery of the
deliverable. This also applies when these circumstances occur with suppliers. We
shall also not be held responsible for the aforementioned circumstances if they
occur during a delay that already exists. Any contractual penalty agreed does not
apply as forfeited under these circumstances.
4.4 The observance of the delivery period presupposes the fulfilment of the customer’s contractual obligations.
§ 5 Passing of risk and acceptance, reporting and
examination obligations, inspection
5.1 The risk passes at the latest with the shipping of the delivery parts to the customer, even if partial deliveries are made or we have assumed other services. Returns are made at the customer’s risk.
5.2 Partial deliveries are permitted. § 8.1 takes priority.
5.3 The customer is to inspect the deliverable extensively immediately and report
any defects, incorrect, excessive or insufficient deliveries, with proof, in writing at
the latest within 10 days. The deliverable is considered approved once the period
elapses. The burden of proof for hidden defects is borne by the customer.
5.4 Acceptance can only be refused due to considerable defects.
5.5 If the customer is in default with accepting the goods, we can, after setting
a suitable period of notice of 14 days, withdraw from the contract or store the
contractual goods at the risk and expense of the customer. Furthermore, we are
entitled to auction the contractual goods following prior warning or sell the goods
at the expense and for the account of the customer. The risk of accidental destruction or accidental deterioration of the contractual goods transfers to the customer at the time in which he becomes in default of acceptance.
§ 6 Retention of title
6.1 We retain possession of the deliverable until repayment of all liabilities from
the business relationship (also the future business relationship,including all outstanding balances from the current account).
6.2 The customer may undertake normal business operations and transfers to us,
upon combination or mixing with other transactions, the proportionate joint ownership of the new item. Upon sale, the customer assigns to us his purchase price
claim in accordance with our joint ownership share in advance as security, amounting to our invoice sum. The assignment shall be accepted by us.
6.3 In the event of conduct on the part of the customer that is in breach of the contract, in particular upon default in payment, we are entitled to withdraw the product following warning and the customer is obliged to surrender it. The exercising
of retention of title and the seizure of the deliverable by us do not apply as a withdrawal from the contract, insofar as the instalment payment law does not apply
§ 7 Liability for delivery deficiencies
For delivery deficiencies, which also include the lack of explicitly ensured properties, we are liable, to the exclusion of further claims without prejudice to section 8
as follows if the deliverable is not approved as per section 5.3.
7.1 All such parts are to be repaired or redelivered as we see fit free of charge if
they verifiably display a defect that is our responsibility within 6 months from
delivery and this defect has been reported to us immediately in writing. Replaced
parts become our property. For significant third-party products, our liability is restricted to the assignment of the liability claims to which we are entitled against
7.2 No guarantee is granted for damages that are the result of the following: natural wear and tear, improper use, defective mounting or commissioning or handling,
insofar as they are not attributable to our fault.
7.3 To undertake all of the repairs and replacement deliveries we consider appropriate as per our obligation, the customer is to provide us with the necessary time
and opportunity with our agreement, otherwise we are relieved of liability for defects.
7.4 The warranty for the replacement part and repair amounts to 3 months, although it shall extend at least until expiration of the original warranty for the delivered item.
7.5 In the event that the customer or third party improperly undertakes amendments or repair work without our prior consent, no liability is accepted for the consequences of this.
7.6 Additional claims of the customer, particularly a claim to compensation for
damages that do not occur to the deliverable itself, are excluded.
§ 8 Right of the customer to withdrawal and other liability
8.1 The customer can withdraw from the contract if it is ultimately impossible for
us to render the entire performance before the passing of risk. The same applies
in the event of our inability. The customer can also withdraw from the contract if,
upon ordering the same type of items, the execution of part of the delivery becomes impossible in terms of quantity or he has a legitimate interest in the rejection of a partial delivery; the customer can thus correspondingly reduce the return
service following mutual agreement.
8.2 If the impossibility occurs during the default in acceptance or due to the fault
of the customer, the customer remains obliged to render a return service.
8.3 The customer has a right to withdraw if we allow a suitable grace period set by
us for the performance of repairs or replacement deliveries with regard to a defect
for which we are responsible, within the meaning of the delivery conditions, to
elapse three times through our fault. The customer’s right to withdraw also exists
in other cases where we fail three times to provide a repair or replacement delivery.
§ 9 Copyright
9.1 Our drafts, samples, models, tools and similar are our intellectual property and
may neither be imitated nor used in any other way for replication by the customer,
even if no particular protective rights exist in this regard, nor are they to be given
to third parties for free or for a fee, or used in any other manner than that stated
as part of the agreement.
9.2 The customer is liable in the event of ordering according to the customer’s
requirements (including drawing, samples). In this case, trademark rights are not
§ 10 Place of jurisdiction, law, scope of validity for the GT & Cs
10.1 German Law applies. Place of fulfillment are the registered offices of Baumann
10.2 Any conflicting terms and conditions are invalid, even if the subject matter is
not governed in these terms and conditions.
§ 11 International business
The following provisions shall apply in addition to international transactions:
1. All transactions are subject to German Civil and Commercial Law. The provisions
of international private law are expressly excluded.
2. Deliveries abroad are subject to advance payment.
3. Deliveries are made according to INCO Terms 2020 SCA Warehouse, Brendstr.7,
4. In the event of a warranty claim, service is performed following consultation
with Baumann Dental.
5. Any incurred customs duties and bank charges are at the expense of the customer.
§ 12 Effectiveness of the provisions
If individual provisions are or become ineffective, or if the conditions contain a
loophole, the legal effectiveness of the other provisions is not affected. In place
of the ineffective provisions, a provision is regarded as being agreed which comes
closest economically to the intended purpose of the provision, the same applies in
case of a loophole.
Baumann Dental GmbH / Frankenstr. 25 / 75210 Keltern–Deutschland
Phone: +49 (0) 7236 – 933 69 0 / wwww.baumann-dental.de